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HomeMy WebLinkAboutCity of Indianapolis/Interlocal Cooperation Agreement Related to Improvements to the 96th Street Corridor From Haverstick Road to Priority Drive WestINTERLOCAL COOPERATION AGREEMENT BETWEEN THE CITY OF INDIANAPOLIS BY AND THROUGH ITS DEPARTMENT OF PUBLIC WORKS AND THE CITY OF CARMEL This Interlocal Cooperation Agreement ("Agreement") is entered into by and between the Consolidated City of Indianapolis and Marion County, Indiana, by and through its Department of Public Works ("City"), and the City of Carmel, Indiana, by and through its Board of Public Works and Safety ("Carmel"), related to improvements to the 96th Street corridor from Haverstick Road to Priority Way Drive West. RECITALS WHEREAS, I.C. § 8-17-1-45 provides that each county is responsible for the construction, reconstruction, maintenance, and operation of the roads, including the ditches and signs for those roads, making up its southern and eastern boundaries; and WHEREAS, 96th Street forms the boundary between Hamilton County and Marion County, and is Hamilton County's southern boundary; therefore, Hamilton County is responsible for the construction, reconstruction, maintenance and operation of 96th Street; and WHEREAS, pursuant to E.C. § 36-1-3-9(a), Carmel has jurisdiction over of those portions of 96th Street within its borders; and WHEREAS, the 96th Street corridor is a major roadway which serves and affects the citizens of and the economic well-being of both Indianapolis and Carmel; and WHEREAS, recent development in the geographic area of 96th Street has lessened the present level of service of 96th Street corridor; and WHEREAS, the City and Carmel, individually and collectively, have determined that the finance, design and construction of Improvements to the 96th Street corridor from Haverstick Road to Priority Way Drive West (the "Project") will be of public utility and benefit; and WHEREAS, in order to construct the Project, it is necessary for Carmel to acquire, manage and regulate right-of-way and conduct construction activities within the borders of the City; and WHEREAS, pursuant to I.C. § 36-1-4-18, Carmel may exercise powers granted by I.C. § 36-1-4-5 (power to acquire real and personal property by eminent domain or other means) and I.C. § 36-1-4-6 (power to use, improve, develop, insure, protect, maintain, lease and dispose of interests in property) within four (4) miles outside its boundaries, and pursuant to I.C. § 36-1-3-9(c) Carmel may exercise such powers within the boundaries of another municipality, such as the City, pursuant to an interlocal cooperation agreement under I.C. 36-1- 7; and WHEREAS, Carmel and the City desire to enter into this Agreement pursuant to I.C. §§ 8-17-1-45(b), 36-1-3-9(c) and 36-1-7-2 to allow for Carmel to acquire right-of-way, to manage such right-of-way, and to conduct construction activities within the boundaries of the City as necessary for completion of the Project. NOW THEREFORE, in consideration of the foregoing premises and the terms and conditions contained herein, the City and Carmel agree as follows: 1. Representations. Each party represents to the other party that: a. It will submit this Agreement for approval by the party's fiscal body as required by I.C. § 36-1-7-4; b. Subject to approval by. the party's fiscal body, it has all requisite power, authority and legal right to enter into and carry out the obligations set forth in this Agreement; and C. Subject to approval by the party's fiscal body, it will execute this Agreement by an authorized representative, upon which execution this Agreement will constitute a valid, legally binding obligation of the party, enforceable by its terms, and the party is estopped from making a claim based upon the unenforceability of this Agreement. 2. Obligations of Carmel. Carmel shall be the lead agency on the Project and shall have the following obligations hereunder: a. Appoint a representative to act as liaison with the City. b. Submit to the City the design and construction plans and specifications for review and approval by the City, and cooperate with the City with regard to any comments the City may have regarding the plans and specifications. C. Perform all activities reasonably necessary to construct the Project, including but not limited to design, engineering, environmental due diligence, testing and remediation, utility relocation, public bidding and contracting, construction, and construction inspection, including within the borders of the City, at its sole cost and expense. d. Acquire all right-of-way required to construct the Project, including within the boundaries of the City, by whatever means it deems necessary and appropriate, including through the exercise of eminent domain, at its sole cost and expense. Any such property interests acquired by Carmel shall be held in the name of Carmel. e. Include in any contract pertaining to the Project an appropriate clause indemnifying the City as set forth in Section 9 hereof, and cause the "Consolidated City of Indianapolis and Marion County" to be named as an additional insured on all insurance policies related to construction of the Project, including those policies of insurance carried by design professionals, construction contractors and construction inspectors, at its sole cost and expense. 61 f. Comply with all applicable rules, regulations, ordinances, statutes and law concerning the Project, at its sole cost and expense. g. Obtain all necessary permits required to construct the Project, at its sole cost and expense. h. Maintain the Project improvements, at its sole cost and expense. L Regulate, by ordinance, rule, regulation or otherwise, all uses of the right- of-way acquired for the Project, including within the boundaries of the City. j. Agree not to discriminate, and agree to require each of its contractors on the Project to agree in writing not to discriminate, against any employee or applicant for employment to be employed in the performance of the Project with respect to her or his hire, tenure, terms, conditions, or privilege of employment, or any matter directly or indirectly related to employment, because of her or his race, sex, sexual orientation, gender identify, color, national origin, ancestry, age, disability, or United States military service veteran status. k. Within fifteen (16) days of full approval and execution of this Agreement, record this Agreement with the Office of the Hamilton County Recorder and the Office of the Marion County Recorder as required by I.C. § 36-1-7-6. L Within sixty (60) days of the Effective Date of this Agreement (as defined in Section 6 below), file a copy of this Agreement with the Indiana State Board of Accounts as required by I.C. § 36-1-7-6. 3. Obligations of the City. The City shall have the following obligations hereunder: a. Appoint a representative to act as liaison with Carmel. b. Cooperate with Carmel in the review of the design and construction plans and specifications for the Project. The City shall respond with its comments and/or approval of the plans and specifications within thirty (30) days of submittal by Carmel. The City's approval shall not be unreasonably withheld. Failure by the City to respond within this timeframe shall be deemed an approval of the plans and specifications by the City. C. Consent to Carmel's acquisition of right -of --way required to construct the Project within the boundaries of the City, including consent for Carmel to exercise eminent domain to acquire such right-of-way. The City hereby acknowledges and agrees that Carmel may acquire such right-of-way in Carmel's name within the boundaries of the City. d. Cooperate with Carmel in obtaining any required permits. e. Consent to Carmel's regulation of the uses of the right-of-way acquired for the Project within the boundaries of the City. The City hereby acknowledges and agrees that Carmel may enact ordinances, rules or regulations regarding the use of right-of-way acquired for the Project within the boundaries of the City. Notwithstanding any provision in this Agreement to the contrary, the City shall not be financially responsible for any cost associated with the Project. 4. .Joint Undertaking. The parties hereby acknowledge and agree that the purpose and intent of this Agreement is not to undertake the joint exercise of power within the meaning of I.C. § 36-1-7-2(a) and, therefore, this Agreement need not address other matters related to the financing, staffing, budget, administration through a joint board or separate legal entity, or the manner of acquiring, holding and disposing of real and personal property of a joint undertaking. There will be no jointly held property under this Agreement; however, in the event there is other jointly held property, it shall be distributed to Carmel. 5. Dispute Resolution. Any disputes that may arise under this Agreement shall be resolved by the parties' respective executive officers, or their designees. Failing resolution by the executive officers, the parties shall submit the dispute to mediation. Failing resolution of the dispute by mediation, either party may institute a suit in a court of law as provided for in Section 12 hereof. G. Effective Date. This Agreement shall be effective upon the latest date of: (a) adoption of appropriate resolutions or ordinances approving this Agreement by the fiscal body of each party; (b) execution by the parties; or (c) recordation of this Agreement with the Recorder of Hamilton County and the Recorder of Marion County. 7. Term. a. This Agreement shall be in effect until the later of: (i) completion of the Project; or (ii) four (4) years from the Effective Date; unless this Agreement has been otherwise terminated or the term hereof extended. If the Project is not finally completed within the above -stated four (4) year period, the parties will cooperate to extend the term hereof. b. Section 7.a. or any other term or condition set forth in this Agreement to the contrary notwithstanding, the following Sections shall survive termination or expiration of this Agreement, unless otherwise specifically terminated by written agreement of the parties: i, Section -2.h. (Maintenance of the Project); ii. Section 21 (Carmel's regulation of right-of-way); iii. Section 3.e. (City's consent to regulation of right-of-way); iv. Section 5 (Dispute resolution); V. Section 9.a. (Indemnification of the City); and vi. Section 12 (Applicable law; suit). 8. Notice. a. With regard to routine communications concerning the Project and communications regarding review and approval of Project plans and specifications for review and approval under Sections 2.b. and 3.b., the parties' respective authorized representatives may communicate directly by whatever means they deem most effective and efficient. 4 b. Any other type of formal notice required to be provided under this Agreement shall be sent by internationally recognized overnight courier, certified mail, facsimile or other delivery method which provides confirmation of receipt and shall be directed to the persons and addresses specified below (or such other persons and/or addresses as any party may indicate by giving notice to the other party): To Carmel: Department of Engineering Attention: Director City of Carmel One Civic Square Carmel, IN 46032 With a copy to: Douglas C. Haney Corporation Counsel City of Carmel One Civic Square Carmel, IN 46032 9. Indemnification. To City: Department of Public Works Attention: Director City of Indianapolis 200 East Washington Street, Suite 2460 Indianapolis, IN 46204 With a copy to: Office of Corporation Counsel Attention: Corporation Counsel City of Indianapolis 200 East Washington Street, Suite 1601 Indianapolis, IN 46204 a. To the extent allowed by law, Carmel hereby agrees to indemnify, defend, exculpate, and hold harmless the City and its officers, employees and agents, from and against any and all claims, suits and liabilities of any kind or character, including reasonable attorneys' fees ("Tort Claims"), which result or arise from any negligent acts or omissions of Carmel or those for whom Carmel is responsible, including its officers, employees, agents and contractors, arising from or connected with the performance of any of Carmel's duties or responsibilities under this Agreement, including construction and maintenance of the Project. Notwithstanding the preceding sentence, the obligation of Carmel to indemnify, defend, exculpate, and hold harmless the City shall only arise if Carmel would also be liable under I.C. 34-13-3, as may be amended from time to time. Furthermore, the liability of Carmel to indemnify the City shall be limited by the provisions of I.C. 34-13-3, as may be amended from time. Carmel shall include in any contracts pertaining to the Project appropriate clauses to extend any indemnification and hold harmless obligation of its contractors in favor of the Consolidated City of Indianapolis and Marion County. b. To the extent allowed by law, the City agrees to indemnify, defend, exculpate, and hold harmless Carmel and its respective officers, employees and agents, from and against Tort Claims, including reasonable attorneys' fees, which result or arise from any negligent acts or omissions of the City or those for whom the City is responsible, including its officers, employees, agents and contractors, arising from or connected with the performance of any of the duties or responsibilities of the City under this Agreement. Notwithstanding the preceding sentence, the obligation of the City to indemnify, defend, exculpate, and hold harmless Carmel shall only arise if the City would also be liable under I.C. 34-13-3, as may be amended from time to time. Furthermore, the liability of the City to indemnify Carmel shall be limited by the provisions of I.C. 34-13-3, as may be amended from time to time. 10. Modification. The parties may alter, change or amend the terms and conditions of this Agreement only by mutual written agreement approved by the fiscal body of each party. 11. Entire Agreement. This Agreement constitutes the entire and complete agreement between the parties with respect to its subject matter, supersedes any prior discussions, negotiations, and understandings between them, and cannot be altered, changed or amended except as provided for in Section 10 hereof. The parties acknowledge that neither Carmel or the City, nor any of their respective officers, employees, or agents have made any representations relied upon by any other party other than the agreements contained herein. 12. Applicable Law. This Agreement shall be construed in accordance with the laws of the State of Indiana. This Agreement shall include, and incorporate by reference, any provision, covenant or condition required or provided by law or by regulation of any state or federal regulatory or funding agency. Suit, if any, shall be brought in the State of Indiana, County of Boone. 13. Interpretation. The parties hereby acknowledge and agree that is Agreement is the result of negotiations between the parties and their respective legal counsel, and no party shall be deemed to be the drafter of this Agreement. The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning and not strictly for or against either party. 14. Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the provision shall be stricken, and all other provisions of this Agreement which can operate independently of such stricken provisions shall continue in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the dates specified below. [The remainder of this page left blank intentionally] G1 Approved and Adopted this day of ��L , 2011. CITY OF CARMEL, INDIANA By and through its Board of Public Works and Safety BY: J es Brainard, resi Offic r ate. Mary Ann urke Vembitr Date: 3//V/ 7 Lori S. WatsMe ber n, Date: -23 0 5 ATTEST: Cl -Treasurer Date: 3 /�5�2 STATE OF INDIANA ) ) SS: COUNTY OF HAMILTON ) Before me, the undersigned Notary Public in and for said County and State, personally appeared James Brainard, Mary Ann Burke and Lori S. Watson, each a member of the Board of Public Works and safety of the City of Carmel, who acknowledged the execution of the foregoing Interlocal Cooperation Agreement for and on behalf of the City of Carmel. Witnesses my hand and Notarial Seal this tday of 1V\ , 2017. CO L� ya� W� Commission Expiration Date Notary Public Signature DIANNE WALTHALL County of ResidencNotary Public - State of Indiana Hamilton County My Commission Expires Mar 16, 2024 Public Signature CONSOLIDATED CITY OF INDIANAPOLIS AND MARION COUNTY, by and through Its DEPARTMENT OF PUBLIC WORKS By: LoriMiser, birector Approved by the City -County Council of the Consolidated City of Indianapolis and Marion County by Special Ordinance 69 , 2016 adopted ' Cr 111 ec - 5 , 2016. ATTEST: Clerk f he City -County Council APPROVED AS TO LEGAL FORM: Robert M. Frye, Asst. Corp C unset STATE OF INDIANA ) SS: COUNTY OF MARION ) APPR VED FOR EXECUTION: Fa3V Qaddoura, City Controller Before me, the undersigned Notary Public in and for said County and State, personally appeared Lori Miser, the Director of the Department of Public Works of the Consolidated City of Indianapolis and Marion County, who acknowledged the execution of the foregoing Interlocal Cooperation Agreement for and on behalf of the Department of Public Works. Witnesses my hand and Notarial Seal this 15 day of Dec f,-r9�--- , 2016. /r - a -,-969-3 Commission Expiration Date County of Residence Notary Public Signature Notary Public Signature This document was prepared by Robert M. Frye, Assistant Corporation Counsel, City of Indianapolis, Indiana and Jon Oberlander, Senior Assistant City Attorney, City of Carmel, Indiana. We affirm, under the penalties for perjury, that I have taken reasonable care to redact each Social Security Number in this document, unless required by law. /s/Robert M. Frye and Jon Oberlander ANN E.BEILER e Marion County 4�tyy'y ew ;s My Commission Expires Q Y� "'�i:r November2,2023