Loading...
HomeMy WebLinkAboutIndiana Department of Transportation/Eng/Join Use and Maintenance Agreement/Installation of Multi-Use Path and Preemption Devices Along 96th and 106th Street JOINT USE AND MAINTENANCE AGREEMENT Between THE INDIANA DEPARTMENT OF TRANSPORTATION And THE CITY OF CARMEL,INDIANA Concerning INSTALLATION OF MULTI-USE PATH AND PREEMPTION DEVICES EDS #A249-0 -c J itC This Joint Use and Maintenance Agreement ("Agreement") is made and entered into this day of .5 e eA_2018 by and between the State of Indiana through the Indiana Department of Trans ortation (hereinafter referred to as "INDOT") and the City of Carmel, Indiana(hereinafter referred to as the "CITY"), and jointly referred to as the"PARTIES". RECITALS WHEREAS, the CITY desires to install multi-use paths along 96th Street and 106th Street which will connect to the existing sidewalk located in State-owned or controlled right-of-way, on the west side of U.S. 421, to wit: the northwest corner of the 96th Street and U.S. 421 intersection and the northwest and southwest corners of the 106th Street and U.S. 421 intersections in Carmel, Hamilton County, Indiana(hereinafter referred to as the"Path"), as shown in Exhibit A, attached hereto and herein incorporated by reference; and WHEREAS, the CITY has agreed to pay all costs associated with the construction of the Path, emergency preemptive devices attached to the traffic signal poles located at U.S. 421 and 96th Street and U.S. 421 and 106th Street, and pay all costs associated with future maintenance of the Path and preemptive devices; and WHEREAS, the construction of the Path will occur within the state owned or controlled right-of-way; and WHEREAS, the Parties understand and agree that INDOT's ability to safely operate, maintain, construct and regulate the state highway system must perpetually take precedence over any and all other uses of public rights of way in the area of the Path; and WHEREAS, the PARTIES desire to delineate certain responsibilities related to the construction, operation and maintenance of the Path; and WHEREAS, in the interest of public safety and convenience, the CITY has requested the installation of special emergency vehicle preemption equipment("Preemption System")to various traffic signals in and near Cannel, Hamilton, County, Indiana; and Page 1 of 26 WHEREAS, INDOT and the CITY deem the regulation of traffic, by the use of a Preemption System connected to the traffic signals, to be beneficial to traffic at said locations to the extent of permitting such improvements to be made on the State Highway and participating in the same under conditions as specified within this Agreement; and WHEREAS,the Preemption System shall be installed and maintained at locations listed in Exhibit B, attached and made a part of this Agreement; and WHEREAS,the term "emergency vehicle" means police vehicles, fire apparatus, certified ambulances, or other vehicles designated as emergency vehicles in accordance with state law; and WHEREAS, it is of mutual interest for INDOT and the CITY to cooperate in providing highway improvements for the convenience and safety of the public; NOW THEREFORE, in consideration of the premises and the mutually dependent covenants herein contained,the Parties hereto agree as follows. ARTICLE I.PURPOSE AND TERM 1.1. Preamble. The Preamble and Recitals recorded above are incorporated by reference into this Agreement. All captions,section headings,paragraph titles and similar items are provided for the purpose of reference and convenience and are not intended to be inclusive, definitive or to affect the interpretation of this Agreement. 1.2. Purpose. The purpose of this Agreement is to set forth responsibilities regarding installation and maintenance of the Path and preemptive devices. 1.3. Term. This Agreement shall be for a ten (10)year period, commencing as of the date it is approved by the Attorney General of Indiana, or an authorized representative, as to form and legality,and shall be subject to renewal upon the same terms for three (3)successive ten(10)year periods. This Agreement shall be subject to cancellation and termination by either party upon giving the other party thirty(30)days written notice of such action. 1.4. Joint Use of Right-of-Way. Subject to the terms and conditions of this Agreement, INDOT grants to the CITY, its employees and its contractors permission to enter upon the State- owned or controlled right of way, as identified in Exhibit A (the "Right-of-Way"), for the sole and exclusive purposes of constructing, installing,inspecting,maintaining,operating and repairing the Path and attaching preemptive devices to the traffic signals. The CITY shall notify INDOT of its intent of entering on to the Right-of-Way whenever doing so could affect flow of traffic or the safety of the traveling public on U.S. 421 at least five (5) business days before commencing any such work. This includes even routine maintenance and repair activities if traffic on U.S.421 may be affected. Pursuant to applicable state and federal law,for interstate and limited access facilities, INDOT must grant written permission for each entry into the Right-of-Way,which must be based on specific traffic control and/or worker safety plans. Accordingly, as a condition precedent to giving effective notice,the CITY shall provide to INDOT all such traffic control and worker safety plans and other information as INDOT shall request or require in connection with granting such Page 2 of 26 permission. The CITY shall not enter upon the Right-of-Way until the CITY has received written approval from INDOT,which shall not be unreasonably withheld,to enter upon the Right-of-Way. INDOT shall only be required to approve the CITY's request to enter upon the Right-of-Way if the CITY's request is consistent with all applicable federal and state laws and this Agreement. 1.5. No Interest in the Land. The parties understand that this Agreement does not: (1)grant any interest or other rights in the land, either temporarily or permanently; or(2) establish a shared-use facility which would require replacement if INDOT has a need to use the affected property for highway purposes in the future. 1.6. Interpretation. The Preamble and Recitals recorded above are incorporated by reference into this Agreement.All captions,section headings,paragraph titles and similar items are provided for the purpose of reference and convenience and are not intended to be inclusive, definitive or to affect the interpretation of this Agreement. ARTICLE II.CITY'S RESPONSIBILITIES 2.1. Multi-Use Path Connector. 2.1.1. The CITY shall install multi-use paths along 96th Street and 106th Street which will connect to the existing sidewalk located in State-owned or controlled right-of-way, on the west side of U.S. 421, to wit: the northwest corner of the 96th Street and U.S. 421 intersection and the northwest and southwest corners of the 106th Street and U.S.421 intersections in Carmel,Hamilton County, Indiana. The CITY shall be responsible for payment of all costs associated with the construction of the Path,pedestrian crossings and appurtenances thereto. 2.1.2. Subject to the terms and conditions of this Agreement, and prior to entering State owned or controlled Right-of-Way, the CITY shall apply for a right-of-way permit for all construction and maintenance by the CITY(or other parties contracted by the CITY)within State owned or controlled Right-of-Way. This Agreement, in no way, binds INDOT to the issuance of any permit to the CITY. However,INDOT agrees, in good faith,to review the CITY's application, and if appropriate, issue a permit to the CITY. The CITY shall notify INDOT of its intent to enter State owned or controlled Right-of-Way a minimum of five(5)business days before commencing work for approved activities as specified within this Agreement. 2.1.3. Any use of the Right-of-Way permitted by,this Agreement remains secondary to the interest of INDOT to use the Right-of-Way for highway or other transportation purposes. The CITY agrees that it shall surrender the Right-of-Way upon which the Path or its infrastructure are located, whether in part or in its entirety, if, in INDOT's discretion, the Right-of-Way or any portion thereof, is required for future expansion, modification, or maintenance of U.S. 421. The CITY understands and agrees that it shall not be entitled to any damages or any other compensation in the event that INDOT requires complete or partial removal of the Path, or its infrastructure for any reason. 2.1.4. The CITY shall not erect any signs, sculptures or structures within State owned or controlled Right-of-Way without the prior approval of INDOT. Page 3 of 26 2.1.5. The CITY shall perform, or cause to be performed, all necessary routine maintenance for the Path, including without limitation drainage, curbs, curb ramps, sidewalks, landscaping and any future lighting. The CITY shall also be responsible for all snow and ice removal on the Path. The CITY shall undertake maintenance of the Path as needed to ensure the safety of Path users. 2.1.6. The CITY shall notify INDOT and submit a Maintenance of Traffic (MOT) plan five (5) days prior to any maintenance or construction activities if such activities require lane closures or traffic restrictions on U.S. 421. 2.1.7. In the event that future installation of lighting occurs on the Path, the cost of the design, installation and maintenance shall be borne by the CITY or participating municipality and covered by a separate agreement between INDOT and the owner of the lighting. INDOT shall not be responsible for the costs of any fees for any utility services serving the Path infrastructure. 2.1.8. When performing work required hereunder, the CITY shall at all times adhere to the traffic control measures found in the most recent version of the Manual on Uniform Traffic Control Devices, as then-currently adopted by INDOT. 2.1.9. The CITY shall conduct all sidewalk maintenance and reconstruction work in accordance with all applicable federal and state laws as well as INDOT and FHWA standards and good engineering practices as set forth in the following: (1)Title 23, U.S. Code,Highways,(2)the regulations issued pursuant thereto, (3) the Americans with Disabilities Act of 1990, (4) I.C. 36, and(5)the policies and procedures promulgated by INDOT and FHWA relative to the Agreement. 2.1.10. The CITY shall be responsible for the CITY's improvements within the State owned or controlled Right-of-Way. To the extent permitted by law,the CITY shall indemnify and hold INDOT harmless for any claims arising out of the above-said items within the State owned or controlled Right-of-Way. This is in addition to representations provided under Section 4.22 of this Agreement. This section of this Agreement shall survive termination of this Agreement. 2.1.11. After the initial construction and acceptance of the Path, if the CITY wishes to install additional improvements within State owned and controlled Right-of-Way, prior to construction, the CITY shall submit a design plan to INDOT's Greenfield District for review and approval. 2.1.12. In the event that INDOT determines, in its sole reasonable discretion,that the CITY is not adequately maintaining the Path, or for any other justified reason (i.e., safety concerns for either Path users or the motoring public,change in policy,requirement for compliance with federal law or other federal mandate, etc.), INDOT may order the CITY to remove or modify the Path in the State-owned or controlled Right-of-Way at the CITY's expense. Except in cases of emergency (i.e., eminent threat of harm to the traveling public,whether on the Path or on a highway facility), INDOT will provide ninety(90) days written notice to the CITY that the Path must be removed or modified. If the Path (including any accompanying structures, landscaping or lighting) is not removed or modified to INDOT's satisfaction within ninety (90) days of issuance of notice under Page 4 of 26 this Section, INDOT may remove the Path located in the State-owned or controlled Right-of-Way and bill the CITY for costs of removal. 2.2. Preemptive Devices 2.2.1. Design. A. The CITY shall be responsible for the preparation of the design of the Preemption System in accordance with the 2018 Standard Specifications and any subsequent revisions. Specifications information is available from the INDOT website at: http://www.in.gov/indot/. If the CITY retains a Consulting Engineer to prepare the design, the Consulting Engineer shall be an INDOT approved Consulting Engineer. B. If available,INDOT will provide a copy of existing traffic signal plans for the locations listed in Exhibit B to the CITY for reference. C. The design plans and specifications shall include, but not be limited to: 1. The proposed method of accomplishing the installation. 2. Details of all physical installations to be made. 3. Devices mounted at each location listed in Exhibit B to indicate to an approaching emergency vehicle operator that the green signal displayed to the approach is in response to the signal emitted by the approaching emergency vehicle (activation). Also,devices mounted at each location listed in Exhibit B to indicate to emergency vehicle operators on other approaches that a green signal will not be displayed in response to a signal from the vehicle they are operating. 4. Automatic logging of time, date, and direction of approach for each activation including identification of the specific emergency vehicle activating the Preemption System. 5. Where needed, advance receivers shall be provided for signals emitted by emergency vehicles to provide appropriate time for the traffic signals to enter preemption mode before the emergency vehicle reaches points where traffic conflicts will occur. 6. Emergency vehicle mounted emitters shall be equipped with an automatic control that will stop the emitter from emitting a signal when the emergency vehicle is parked. The automatic stop shall require no action by the vehicle operator. 7. The preemption call detection equipment mounted at the locations listed in Exhibit B shall provide recognition of and responses to high priority and low priority calls. 8. The preemption call detection equipment shall be capable of restricting access to preemption to authorized emitters and rejecting unauthorized emitters. D. The CITY shall provide recommended preemption phase and timing sequences for the individual locations listed in Exhibit B. Upon activation, the preemption system shall, Page 5 of 26 using appropriate clearance intervals, sequence the traffic signal to display to the approaching emergency vehicle a green signal. The CITY accepts the associated operational risks of preempting a traffic signal and understands that preemption will immediately terminate both the active green indication and the pedestrian clearance interval (if present) and may violate the drivers' expectations and reduce the pedestrians' ability to clear the intersection. E. All Preemption System equipment specified shall be fully compatible with operation of the traffic signal control equipment installed at the locations listed in Exhibit B. F. No changes to the normal operation signal sequence or timings will be permitted without the written consent of the Greenfield District Traffic Engineer("DTE"). G. The CITY, or its representative, shall deliver three copies of the proposed plans, specifications, timings and sequences for the Preemption System and associated work to the DTE for concurrence and approval as the final plan. One copy will be returned to the CITY indicating the concurrence and two copies will be retained in INDOT files. H. No changes to the final plan shall be made without written consent from INDOT. Approval for changes to the final plan shall be obtained from the DTE.When approved, a change to the final plan shall be considered as if it was a part of the original final plan. I. Prior to final acceptance of the Preemption System installation at any location listed in Exhibit B, the CITY shall deliver to the DTE two copies of an"As Built"plan for the locations listed in Exhibit B. 2.2.2. Construction. No construction work of the Preemption System installation permitted by this Agreement may begin on the highway right-of way until approval of the final plan required in Section 2.2.1 is given by INDOT and the Agreement is executed by both PARTIES. A. The CITY shall provide project supervision or shall employ a Project Engineer, independent from the contractor, to provide competent and adequate engineering, testing, and inspection services to monitor the contractor's work for compliance with the final plan. B. The CITY, at its own expense, shall have a signal contractor, pre-qualified with INDOT, perform the installation according to the final plan and any subsequent approved revisions. The performance of the installation shall be according to all INDOT rules and regulations and all State and Federal Laws pertaining to the use of labor. A qualified IMSA Certified Traffic Signal Electrician Level II shall be in responsible charge for any wiring installation and shall make all wiring connections. C. At least one week prior to beginning construction activities,the CITY shall schedule a preconstruction meeting at a time and place convenient to the D IL. Representatives of the CITY shall attend the meeting. In addition, representatives of all agencies which Page 6 of 26 will utilize the preemption system(police, fire,ambulance, etc.),the design consultant, the Project Supervisor/Engineer, the contractor, any subcontractors, and any affected utilities shall attend. Topics for discussion shall include but are not limited to: 1. the work plan; 2. the traffic control plan; 3. the inspection plan; 4. a list of contact names with mailing addresses, telephone/fax numbers, and email addresses; 5. the criteria for using the preemption systems. D. The CITY shall notify the D 1E at least five (5) working days prior to commencing work on the installation of the Preemption System. E. The CITY shall notify the DTE at least three (3) working days prior to the intended date to have the signal preemption connected to INDOT's controllers. F. All work and materials shall be in accordance with the 2018 INDOT Standard Specifications and subsequent revisions. When a category of materials or equipment specified for this installation is listed on the INDOT list of approved materials, any such materials or equipment specified for this installation shall be selected from the INDOT list of approved materials. G. The installation work shall be performed in a manner and quality meeting the satisfaction and approval of INDOT with regard to proper highway engineering and planning. H. During construction,INDOT may inspect the installation. INDOT will promptly notify the CITY or the Project Supervisor/Engineer,verbally or in writing,of any deficiencies. The CITY will have the contractor correct such deficiencies.The inspection by INDOT does not relieve the CITY or the Project Supervisor/Engineer of the responsibility to inspect and construct the Preemption System and appurtenances in accordance with the final plan and specifications as required herein. I. Prior to activation of each individual preemption system, a final inspection will be required.Representatives of the DTE will witness the inspection.The CITY may attend the inspection.The final inspection will include the actuation of the Preemption System for each phase, on each approach, at each location listed in Exhibit B to verify proper operation to the satisfaction of the CITY and INDOT. 2.2.3. Acceptance of Preemption System Installation. A. After satisfactory completion of the work as determined by a final inspection and receipt of two (2) copies of the "As Built" plans as required in Section 2.2.1 of this Agreement, INDOT will accept the installation of the Preemption System as being complete and acceptable for use. Page 7 of 26 B. Upon acceptance of the Preemption System by INDOT, the Preemption System equipment remains the property of the CITY. 2.2.4. Rights of Entry. INDOT grants the CITY, its contractor and subcontractors permission to enter upon the State Right-of-Way for the sole purpose of installing, maintaining, and removing Preemption Systems at the locations listed in Exhibit B and related construction as described in the final plan. 2.2.5. Maintenance and Operations. A. A Preemption System's high priority shall be used only by emergency vehicles. A Preemption System's low priority may be used by INDOT vehicles to facilitate maintenance operations such as snow removal. B. Emergency vehicles may only use the Preemption System when responding to emergency situations. The Preemption System shall not be used when returning from emergency responses nor for non-dispatched routine daily activities such as traffic enforcement. The Preemption System will not be operated without the logging capabilities enabled and the emitters used in the system shall have unique identity codes. C. INDOT and the CITY will develop compatible timings for the initial programming of the Preemption System. The recommended phase and timing sequences, submitted as required in Section 2.2.1, will be a discussion point in the development of such parameters.In the event that INDOT or the CITY decides,at a future date,these timings or sequences require changes, both parties agree to notify the other and to supply a copy of the new timings and sequences. INDOT has final approval and full responsibility for timings and sequencing that are installed in an INDOT controller. D. The CITY shall maintain the Preemption System equipment, including emitters used by the emergency vehicles, and the confirming devices at each location listed in Exhibit B. The CITY and INDOT agree that should a change of controllers or Preemption Equipment,which would affect system compatibility, be desired by either Party,then both Parties must agree to the change. If both Parties do not mutually accept such change,then the preemption may be disconnected by INDOT within its controller. E. The CITY, or its representative, shall contact, by any means, the DTE a minimum of two (2) hours before performing emergency maintenance on preemption equipment located in, or on, the INDOT traffic signal system equipment. An INDOT signal technician may be present during this maintenance activity. F. The CITY, or its representative, shall contact, by any means, the DTE, a minimum of one (1) work day, before performing routine maintenance on preemption equipment located in, or on, the INDOT traffic signal system equipment. Routine maintenance Page 8 of 26 shall not be performed on a weekend, holiday, or after normal working hours. An INDOT signal technician may be present during this maintenance activity. G. INDOT, through its normal procedures, will make the initial response to a reported traffic signal malfunction. If it is determined that preemption equipment is in need of maintenance, the preemption will be disconnected within the traffic controller cabinet. INDOT will notify the CITY of the preemption disconnect on the day of preemption disconnect if such notification can be made during normal working hours, otherwise INDOT will notify the CITY on the next workday. H. INDOT reserves the right to disconnect the Preemption System, in INDOT's controller cabinet, should malfunction or operational problems be discovered which may be detrimental to the operation of the traffic signal at INDOT's intersection. INDOT will notify the CITY of the preemption disconnect on the day of preemption disconnect, if such notification can be made during normal working hours, otherwise, INDOT will notify the CITY on the next workday. I. In the course of emergency maintenance due to equipment knock down caused by vehicular accident or acts of nature, INDOT or its representative, will attempt, using normal diligence,to salvage for re-use any Preemption System equipment that has been knocked down. INDOT will not reinstall Preemption System equipment. INDOT or its representative will not insure that any Preemption System equipment removed for salvage is functional. The CITY or its representative shall assure that the equipment is functional before attempting to reinstall the equipment. J. The CITY may request in writing that locations upon INDOT's highway system be added to or removed from Exhibit B. Written approval from the Greenfield District Deputy Commissioner is required before a change to Exhibit B is effective. Terms of this Agreement shall apply to locations added to Exhibit B as if the added location had been an original part of this Agreement. K. If after appropriate review, INDOT determines that any preemption equipment or appurtenances installed on the highway right-of-way by terms of this Agreement have become substandard, conflicts with future improvements or other necessary installations, are not being maintained, are being misused or this Agreement is terminated, INDOT may order modification, relocation or removal of the Preemption System. The local agency will provide evidence of valid emergency runs when requested.A pre-qualified contractor employed by the CITY shall perform the removal or modification within two (2)months of notice to the CITY from INDOT. L. If, after installation, a Preemption System is to be removed, the CITY, at their own expense, shall have a signal contractor, pre-qualified with INDOT, perform the removal. A qualified IMSA Certified Traffic Signal Electrician Level II shall be in responsible charge for the removal work and shall make any wiring modifications.The CITY shall notify the DTE at least five(5)working days prior to commencing work on the removal of the preemption equipment. Page 9 of 26 M. Upon termination of this Agreement or during maintenance or modernization activities on the Preemption System, Preemption System equipment removed by the CITY will remain the property of the CITY. 2.2.6. CITY's Responsibilities for Preemption Devices. A. Wherever in this Agreement any obligation or responsibility is assumed by the CITY, same shall be deemed an obligation of said CITY. B. The CITY shall perform all work permitted under this Agreement to INDOT's reasonable satisfaction, as determined at the discretion of INDOT and in accordance with all applicable federal, state, local laws, ordinances, rules, and regulations. C. To providers other than INDOT,the CITY shall pay for: 1. Design of the Preemption System and associated work. 2. Bidding and contracting of the work described by the final plan. 3. Materials, equipment, and labor required to install the Preemption System in accordance with the final plan. 4. Materials, equipment, and labor required to install and maintain the Preemption System emitters in emergency vehicles. 5. Costs for employing a project supervisor/engineer and for testing and inspection work done by the project supervisor/engineer. 6. Materials, equipment, and labor necessary to maintain, update, modify, or remove the Preemption System. 7. Materials, equipment, and labor required to reinstall the Preemption System after INDOT, in its normal course of business,has provided emergency maintenance to knocked down equipment that contains any Preemption System equipment permitted under this Agreement. 8. Materials, equipment, and labor required to reinstall the Preemption System after INDOT, in its normal course of business,has modernized a traffic signal containing preemption equipment. 9. Power for Preemption System equipment not at the intersections listed in Exhibit B. 2.3. To the extent permitted by law, the CITY shall indemnify and hold INDOT harmless for any claims arising out of the above-said items within state-owned or controlled right-of-way. This is in addition to representations provided under Section 4.22 of this Agreement. This section of this Agreement shall survive termination of this Agreement. Page 10 of 26 ARTICLE III. INDOT's RESPONSIBILITIES 3.1. INDOT shall have approval authority for the CITY's design plans of the Path prior to constructing the Path or any improvements located within State owned or controlled Right-of- Way. Such review and approval shall be completed in a reasonable period of time. 3.2. INDOT shall maintain the INDOT structures which are located within State-owned or controlled Right-of-Way. 3.3. Under no circumstances shall INDOT be responsible for any cost of maintenance, operation, regulation or removal of the Path or Path improvements. 3.4. Preemption Devices. A. In its normal course of business, INDOT will pay: 1. Costs for maintenance of the traffic signals located on INDOT's highway system, excepting the Preemption System at the locations listed in Exhibit B. INDOT will make the initial response to any reported signal malfunction and diagnose if the problem is associated with the preemption equipment. 2. Costs, excepting any preemption equipment and appurtenances, for future modernization of the traffic signals listed in Exhibit B. 3. Costs for any emitters mounted on INDOT vehicles. ARTICLE IV. GENERAL PROVISIONS 4.1. Access to Records. The CITY shall maintain all books, documents, papers, correspondence, accounting records and other evidence pertaining to the cost incurred under this Agreement, and shall make such materials available at their respective offices at all reasonable times during the period of this Agreement and for ten (10) years from the date of final payment under the terms of this Agreement, for inspection or audit by INDOT, or its authorized representative, and copies thereof shall be furnished free of charge, if requested by INDOT. The CITY agrees that, upon request by any Party or state or federal agency, INDOT may release or make available to the agency any working papers from an audit performed by INDOT of the CITY in connection with this Agreement, including any books, documents, papers, accounting records and other documentation which support or form the basis for the audit conclusions and judgments. 4.2. Assignment; Successors. The CITY binds its successors and assignees to all the terms and conditions of this Agreement.Except as otherwise specifically provided herein,the CITY shall not assign or subcontract the whole or any part of this Agreement without INDOT's prior written consent. 4.3. Assignment of Antitrust Claims. [OMITTED—NOT APPLICABLE.] 4.4. Audits. The CITY acknowledges that it may be required to submit to an audit of funds paid through this Agreement. Any such audit shall be conducted in accordance with IC §5-11-1, et seq., and audit guidelines specified by the State. Page 11 of 26 4.5. Authority to Bind the CITY. The signatory for the CITY represents that he/she has been duly authorized to execute this Agreement on behalf of the CITY and has obtained all necessary or applicable approvals to make this Agreement fully binding upon the CITY when his/her signature is affixed, and accepted by the State. 4.6. Changes in Work. The CITY shall not commence any additional work or change the scope of the work until authorized in writing by INDOT. This Agreement may only be amended, supplemented,or modified by a written document executed in the same manner as this Agreement. 4.7. Certification for Federal Aid Contracts Lobbying Activities. The CITY certifies, by signing and submitting this Agreement, to the best of its knowledge and belief that the CITY has complied with Section 1352, Title 31, U.S. Code, and specifically, that: A. No federal appropriated funds have been paid or will be paid, by or on behalf of the CITY, to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal agreements, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal agreement, grant, loan, or cooperative agreement. B. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with such federal agreement,grant,loan,or cooperative agreement, the undersigned shall complete and submit Standard Form LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. C. The CITY also agrees by signing this Agreement that it shall require that the language of this certification be included in all contractor agreements including lower tier subcontracts, which exceed $100,000, and that all such sub recipients shall certify and disclose accordingly. Any person who fails to sign or file this required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each failure. 4.8. Compliance with Laws. A. The CITY shall comply with all applicable federal, state, and local laws, rules, regulations, and ordinances, and all provisions required thereby to be included herein are hereby incorporated by reference. The enactment or modification of any applicable state or federal statute or the promulgation of rules or regulations thereunder after execution of this Agreement shall be reviewed by the State and the CITY to determine whether the provisions of this Agreement require formal modification. Page 12 of 26 B. The CITY and its agents shall abide by all ethical requirements that apply to persons who have a business relationship with the State as set forth in IC §4-2-6, et seq., IC §4-2- 7, et seq. and the regulations promulgated thereunder. If the CITY has knowledge, or would have acquired knowledge with reasonable inquiry, that a state officer, employee, or special state appointee, as those terms are defined in IC 4-2-6-1, has a financial interest in the Agreement, the CITY shall ensure compliance with the disclosure requirements in IC 4-2-6-10.5 prior to the execution of this contract. If the CITY is not familiar with these ethical requirements,the CITY should refer any questions to the Indiana State Ethics Commission, or visit the Inspector General's website at http://www.in.gov/ig/. If the CITY or its agents violate any applicable ethical standards, the State may, in its sole discretion, terminate this Agreement immediately upon notice to CITY. In addition,the CITY may be subject to penalties under IC §§4-2-6,4-2-7, 35-44.1- 1-4, and under any other applicable laws. C. [OMITTED—NOT APPLICABLE.] D. [OMITTED—NOT APPLICABLE.] E. [OMITTED—NOT APPLICABLE] F. The CITY warrants that the CITY and its contractors shall obtain and maintain any and all required permits, licenses, registrations, and approvals, and shall comply with all health, safety, and environmental statutes,rules,or regulations in the performance of work activities under this Agreement. Failure to do so may be deemed a material breach of this Agreement and grounds for immediate termination and denial of further work with the State. G. [OMITTED—NOT APPLICABLE.] H. As required by IC §5-22-3-7: (1) The CITY and any principals of the CITY certify that: (A)the CITY,except for de minimis and nonsystematic violations,has not violated the terms of: i. IC §24-4.7 [Telephone Solicitation Of Consumers]; ii. IC §24-5-12 [Telephone Solicitations]; or iii. IC §24-5-14 [Regulation of Automatic Dialing Machines]; in the previous three hundred sixty-five(365)days,even if IC §24-4.7 is preempted by federal law; and (B) the CITY will not violate the terms of IC §24-4.7 for the duration of the Agreement, even if IC §24-4.7 is preempted by federal law. (2) The CITY and any principals of the CITY certify that an affiliate or principal of the CITY and any agent acting on behalf of the CITY or on behalf of an affiliate or principal of the CITY, except for de minimis and nonsystematic violations, Page 13 of 26 (A) has not violated the terms of IC §24-4.7 in the previous three hundred sixty- five (365) days, even if IC §24-4.7 is preempted by federal law; and (B) will not violate the terms of IC §24-4.7 for the duration of the Agreement, even if IC §24-4.7 is preempted by federal law. 4.9. Condition of Payment. [OMITTED—NOT APPLICABLE.] 4.10. Confidentiality of State Information. [OMITTED—NOT APPLICABLE.] 4.11. Continuity of Services. [OMITTED—NOT APPLICABLE.] 4.12. Debarment and Suspension. [OMITTED—NOT APPLICABLE.] 4.13. Default by State. [OMITTED—NOT APPLICABLE.] 4.14. Disputes. A. Should any disputes arise with respect to this Agreement, the CITY and INDOT agree to act immediately to resolve such disputes. Time is of the essence in the resolution of disputes. B. The CITY agrees that,the existence of a dispute notwithstanding, it shall continue without delay to carry out all of its responsibilities under this Agreement that are not affected by the dispute. Should the CITY fail to continue to perform its responsibilities regarding all non-disputed work, without delay, any additional costs incurred by INDOT or the CITY as a result of such failure to proceed shall be borne by the CITY, and the CITY shall make no claim against INDOT for such costs. C. If the parties are unable to resolve a contract dispute between them after good faith attempts to do so, a dissatisfied party shall submit the dispute to the Commissioner of the Indiana Department of Administration for resolution. The dissatisfied party shall give written notice to the Commissioner and the other party. The notice shall include (1) a description of the disputed issues, (2) the efforts made to resolve the dispute, and (3) a proposed resolution. The Commissioner shall promptly issue a Notice setting out documents and materials to be submitted to the Commissioner in order to resolve the dispute; the Notice may also afford the parties the opportunity to make presentations and enter into further negotiations. Within 30 business days of the conclusion of the final presentations,the Commissioner shall issue a written decision and furnish it to both parties. The Commissioner's decision shall be the final and conclusive administrative decision unless either party serves on the Commissioner and the other part,within ten business days after receipt of the Commissioner's decision, a written request for reconsideration and modification of the written decision. If the Commissioner does not modify the written decision within 30 business days, either party may take such other action helpful to resolving the dispute, including submitting the dispute to an Indiana court of competent jurisdiction. If the parties accept the Commissioner's decision, it may be memorialized as a written Amendment to this Contract if appropriate. Page 14 of 26 D. INDOT may withhold payments on disputed items pending resolution of the dispute. The unintentional payment by INDOT to the CITY of one or more invoices not in dispute in accordance with the terms of this Agreement will not be cause for the CITY to terminate this Agreement,and the CITY may bring suit to collect these amounts without following the disputes procedures contained herein. E. With the written approval of the Commissioner of the Indiana Department of Administration, the parties may agree to forego the process described in subdivision C. relating to submission of the dispute to the Commissioner. F. This paragraph shall not be construed to abrogate provisions of Ind. Code 4-6-2-11 in situations where dispute resolution efforts lead to a compromise of claims in favor of INDOT as described in that statute. In particular, releases or settlement agreements involving releases of legal claims or potential legal claims of the state should be processed consistent with Ind. Code 4-6-2-11,which requires approval of the Governor and Attorney General. 4.15. Drug Free Workplace Certification. As required by Executive Order No. 90-5 dated April 12, 1990, issued by the Governor of Indiana, the CITY hereby covenants and agrees to make a good faith effort to provide and maintain a drug- free workplace. The CITY will give written notice to the State within ten(10)days after receiving actual notice that the CITY,or an employee of the CITY in the State of Indiana,has been convicted of a criminal drug violation occurring in the workplace. False certification or violation of this certification may result in sanctions including,but not limited to,suspension of contract payments, termination of this Agreement and/or debarment of contracting opportunities with the State for up to three(3) years. In addition to the provisions of the above paragraph, if the total amount set forth in this Agreement is in excess of$25,000.00,the CITY certifies and agrees that it will provide a drug-free workplace by: A. Publishing and providing to all of its employees a statement notifying them that the unlawful manufacture,distribution,dispensing,possession or use of a controlled substance is prohibited in the CITY's workplace,and specifying the actions that will be taken against employees for violations of such prohibition; B. Establishing a drug-free awareness program to inform its employees of (1) the dangers of drug abuse in the workplace; (2) the CITY's policy of maintaining a drug-free workplace; (3) any available drug counseling, rehabilitation and employee assistance programs; and (4) the penalties that may be imposed upon an employee for drug abuse violations occurring in the workplace; C. Notifying all employees in the statement required by subparagraph (A) above that as a condition of continued employment, the employee will (1) abide by the terms of the Page 15 of 26 statement; and (2) notify the CITY of any criminal drug statute conviction for a violation occurring in the workplace no later than five (5) days after such conviction; D. Notifying the State in writing within ten (10) days after receiving notice from an employee under subdivision (C)(2) above, or otherwise receiving actual notice of such conviction; E. Within thirty (30) days after receiving notice under subdivision (C)(2) above of a conviction, imposing the following sanctions or remedial measures on any employee who is convicted of drug abuse violations occurring in the workplace: (1) taking appropriate personnel action against the employee, up to and including termination; or (2) requiring such employee to satisfactorily participate in a drug abuse assistance or rehabilitation program approved for such purposes by a federal, state or local health, law enforcement, or other appropriate agency; and F. Making a good faith effort to maintain a drug-free workplace through the implementation of subparagraphs (A)through (E) above. 4.16. Employment Eligibility Verification. As required by IC §22-5-1.7, the CITY swears or affirms under the penalties of perjury that the CITY does not knowingly employ an unauthorized alien. The CITY further agrees that: A. The CITY shall enroll in and verify the work eligibility status of all his/her/its newly hired employees through the E-Verify program as defined in IC §22-5-1.7-3. The CITY is not required to participate should the E-Verify program cease to exist. Additionally,the CITY is not required to participate if the CITY is self-employed and does not employ any employees. B. The CITY shall not knowingly employ or contract with an unauthorized alien. The CITY shall not retain an employee or contract with a person that the CITY subsequently learns is an unauthorized alien. C. The CITY shall require his/her/its subcontractors, who perform work under this Agreement, to certify to the CITY that the subcontractor does not knowingly employ or contract with an unauthorized alien and that the subcontractor has enrolled and is participating in the E-Verify program. The CITY agrees to maintain this certification throughout the duration of the term of a contract with a subcontractor. The State may terminate for default if the CITY fails to cure a breach of this provision no later than thirty (30) days after being notified by the State. 4.17. Employment Option. [OMITTED—NOT APPLICABLE.] 4.18. Force Majeure. In the event that any Party is unable to perform any of its obligations under this Agreement or to enjoy any of its benefits because of natural disaster or decrees of governmental bodies not the fault of the affected Party(hereinafter referred to as a"Force Majeure Page 16 of 26 Event"),the Party who has been so affected shall immediately or as soon as is reasonably possible under the circumstances give notice to the other Parties and shall do everything possible to resume performance. Upon receipt of such notice, all obligations under this Agreement shall be immediately suspended. If the period of nonperformance exceeds thirty(30) days from the receipt of notice of the Force Majeure Event, the Party whose ability to perform has not been so affected may, by giving written notice,terminate this Agreement. 4.19. Funding Cancellation Clause. When the Director of the State Budget Agency makes a written determination that funds are not appropriated or otherwise available to support continuation of performance of this Agreement, this Agreement shall be canceled. A determination by the Director of State Budget Agency that funds are not appropriated or otherwise available to support continuation of performance shall be final and conclusive. 4.20. Governing Law. This Agreement shall be governed, construed, and enforced in accordance with the laws of the State of Indiana, without regard to its conflict of laws rules. Suit, if any, must be brought in the State of Indiana. 4.21. HIPAA Compliance. [OMITTED—NOT APPLICABLE.] 4.22. Indemnification. The CITY agrees to exculpate and hold harmless the State of Indiana, INDOT,and their officials and employees from any liability due to loss,damage, injuries,or other causalities of whatever kind, to the person or property of anyone arising out of, or resulting from the performance of this Agreement or the work connected therewith, or from the installation, existence,use,maintenance,condition,repairs,alteration or removal of any equipment or material, to the extent such liability is caused by the negligence of the CITY, including any claims arising out the Worker's Compensation Act or any other law, ordinance, order or decree. INDOT shall not provide indemnification to the CITY. The CITY agrees to pay all reasonable expenses and attorney's fees incurred by or imposed on the State and INDOT in connection herewith in the event that the CITY shall default under the provisions of this Section. 4.23. Independent Entity; Workers' Compensation Insurance. The CITY is performing as an independent entity under this Agreement. No part of this Agreement shall be construed to represent the creation of an employment, agency, partnership or joint venture agreement between the Parties. Neither Party will assume liability for any injury (including death) to any persons, or damage to any property, arising out of the acts or omissions of the agents, employees or subcontractors of the other Party. The CITY shall provide all necessary unemployment and workers' compensation insurance for the CITY's employees, and shall provide the State with a Certificate of Insurance evidencing such coverage prior to starting work under this Agreement. 4.24. Information Technology Enterprise Architecture Requirements. [OMITTED—NOT APPLICABLE.] 4.25. Insurance. [OMITTED—NOT APPLICABLE.] 4.26. Key Person(s). [OMITTED—NOT APPLICABLE.] Page 17 of 26 4.27. Licensing Standards. [OMITTED—NOT APPLICABLE.] 4.28. Merger & Modification. This Agreement constitutes the entire agreement between the PARTIES. No understandings,agreements,or representations,oral or written,not specified within this Agreement will be valid provisions of this Agreement. This Agreement may not be modified, supplemented, or amended, except by written agreement signed by all necessary Parties. 4.29. Minority and Women's Business Enterprises Compliance. [OMITTED - NOT APPLICABLE.] 4.30. Non Discrimination. A. This Agreement is enacted pursuant to the Indiana Civil Rights Law, specifically including IC 22-9-1-10, and in keeping with the purposes of the Civil Rights Act of 1964 as amended, the Age Discrimination in Employment Act, and the Americans with Disabilities Act. Breach of this covenant may be regarded as a material breach of this Agreement, but nothing in this covenant shall be construed to imply or establish an employment relationship between the State and any applicant or employee of the CITY or any subcontractor. Under IC 22-9-1-10 the CITY covenants that it shall not discriminate against any employee or applicant for employment relating to this Agreement with respect to the hire, tenure, terms, conditions or privileges of employment or any matter directly or indirectly related to employment, because of the employee's or applicant's race, color, national origin,religion, sex, age, disability, ancestry, or status as a veteran. B. The CITY understands that INDOT is a recipient of federal funds. Pursuant to that understanding,the CITY agrees that if the CITY employs fifty(50)or more employees and does at least$50,000.00 worth of business with the State and is not exempt, the CITY will comply with the affirmative action reporting requirements of 41 CFR 60-1.7. The CITY shall comply with Section 202 of executive order 11246,as amended,41 CFR 60-250, and 41 CFR 60-741, as amended, which are incorporated herein by specific reference. Breach of this covenant may be regarded as a material breach of Agreement. It is the policy of INDOT to assure full compliance with Title VI of the Civil Rights Act of 1964, the Americans with Disabilities Act and Section 504 of the Vocational Rehabilitation Act and related statutes and regulations in all programs and activities. Title VI and related statutes require that no person in the United States shall on the grounds of race, color or national origin be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving Federal financial assistance. (INDOT's nondiscrimination enforcement is broader than the language of Title VI and encompasses other State and Federal protections. INDOT's nondiscrimination enforcement shall include the following additional grounds: sex,sexual orientation,gender identity, ancestry, age, religion, disability, income status, limited English proficiency, or status as a veteran.) Page 18 of 26 C. During the performance of this Agreement, the CITY, for itself, its assignees and successors in interest (hereinafter referred to as the "CITY") agrees to the following assurances under Title VI of the Civil Rights Act of 1964: 1. Compliance with Regulations: The CITY shall comply with the regulations relative to nondiscrimination in Federally-assisted programs of the Department of Transportation, Title 49 CFR Part 21, as they may be amended from time to time (hereinafter referred to as the Regulations),which are herein incorporated by reference and made a part of this Agreement. 2. Nondiscrimination: The CITY, with regard to the work performed by it during the Agreement,shall not discriminate on the grounds of race,color,sex,sexual orientation, gender identity, national origin, religion, disability, ancestry, income status, limited English proficiency, or status as a veteran in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The CITY shall not participate either directly or indirectly in the discrimination prohibited by section 21.5 of the Regulation,including employment practices when the Agreement covers a program set forth in Appendix B of the Regulations. 3. Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In all solicitations either by competitive bidding or negotiation made by the CITY for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subcontractor or supplier shall be notified by the CITY of the CITY's obligations under this Agreement, and the Regulations relative to nondiscrimination on the grounds of race, color, sex, sexual orientation, gender identity, national origin, religion, disability, ancestry, income status, limited English proficiency, or status as a veteran. 4. Information and Reports: The CITY shall provide all information and reports required by the Regulations, or directives issued pursuant thereto, and shall permit access to its books,records, accounts, other sources of information, and its facilities as may be determined by the Indiana Department of Transportation and Federal Highway Administration to be pertinent to ascertain compliance with such Regulations, orders and instructions. Where any information required of a CITY is in the exclusive possession of another who fails or refuses furnish this information, the CITY shall so certify to the Indiana Department of Transportation or the Federal Highway Administration as appropriate, and shall set forth what efforts it has made to obtain the information. 5. Sanctions for Noncompliance: In the event of the CITY's noncompliance with the nondiscrimination provisions of this Agreement, the Indiana Department of Transportation shall impose such contract sanctions as it or the Federal Highway Administration may determine to be appropriate, including, but not limited to: (a) withholding payments to the CITY under the Agreement until the CITY complies, and/or (b) cancellation, termination or suspension of the Agreement, in whole or in part. Page 19 of 26 6. Incorporation of Provisions: The CITY shall include the provisions of paragraphs 1. through 5. in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Regulations, or directives issued pursuant thereto. The CITY shall take such action with respect to any subcontract or procurement as the Indiana Department of Transportation or the Federal Highway Administration may direct as a means of enforcing such provisions including sanctions for non-compliance,provided, however,that in the event the CITY becomes involved in, or is threatened with, litigation with a subcontractor or supplier as a result of such direction, the CITY may request the Indiana Department of Transportation to enter into such litigation to protect the interests of the Indiana Department of Transportation, and, in addition, the CITY may request the United States of America to enter into such litigation to protect the interests of the United States of America. 4.31 Notice to Parties. Whenever any notice, statement or other communication is required under this Agreement, it shall be sent to the following addresses, unless otherwise specifically advised: A. For INDOT: Permits Manager INDOT Greenfield District 23 South Broadway Street Greenfield, IN 46140 With Copy To: Chief Legal Counsel and Deputy Commissioner Indiana Department of Transportation 100 North Senate Avenue, IGCN 758 Indianapolis, IN 46204 B. For CITY: City Engineer City of Carmel 1 Civic Square Cannel, IN 46032 4.32. Order of Precedence; Incorporation by Reference. [OMITTED — NOT APPLICABLE.] 4.33. Ownership of Documents and Materials. [OMITTED—NOT APPLICABLE.] 4.34. Payments. A. All payments (if any) shall be made thirty-five(35)days in arrears in conformance with State fiscal policies and procedures and, as required by IC §4-13-2-14.8, the direct deposit by electronic funds transfer to the financial institution designated by the CITY in writing unless a specific waiver has been obtained from the Indiana Auditor of State. No Page 20 of 26 payments will be made in advance of receipt of the goods or services that are the subject of this Agreement except as permitted by IC §4-13-2-20. B. If the CITY has any outstanding balances on any Agreement with INDOT (including any repayment to INDOT owed under this Agreement), and such outstanding balances due to INDOT are at least sixty(60)calendar days past the due date,INDOT may proceed in accordance with IC §8-14-1-9 to invoke the powers of the Auditor of the State of Indiana to make a mandatory transfer of funds from the CITY's allocation of the Motor Vehicle Highway Account and the Local Roads and Streets Account, if any, to INDOT's account, or INDOT may withhold or garnish payments otherwise due to the CITY from INDOT under this or any other Agreement to partially or wholly satisfy such outstanding balances. In addition, to satisfy any outstanding balance owed, INDOT reserves the right to withhold any and all distributions of discretionary federal funds normally issued or allocated to the CITY. 4.35. Penalties, Interest and Attorney's Fees. INDOT will in good faith perform its required obligations hereunder, and does not agree to pay any penalties, liquidated damages, interest, or attorney's fees, except as required by Indiana law in part, IC §5-17-5, IC §34-54-8, IC §34-13-1, and IC 34-52-2-3. Notwithstanding the provisions contained in IC §5-17-5, any liability resulting from the State's failure to make prompt payment shall be based solely on the amount of funding originating from the State and shall not be based on funding from federal or other sources. 4.36. Progress Reports. [OMITTED—NOT APPLICABLE.] 4.37. Public Record. The CITY acknowledges that the State will not treat this Agreement as containing confidential information, and will post this Agreement on its website as required by Executive Order 05-07. Use by the public of the information contained in this Agreement shall not be considered an act of the State. 4.38. Renewal Option. This Agreement may be renewed under the same terms and conditions, subject to the approval of the Commissioner of the Department of Administration and the State Budget Director in compliance with IC §5-22-17-4. The term of the renewed Agreement may not be longer than the term of the original Agreement. 4.39. Severability. The invalidity of any section, subsection, clause or provision of this Agreement shall not affect the validity of the remaining sections,subsections,clauses or provisions of this Agreement. 4.40. Status of Claims. The CITY shall be responsible for keeping INDOT currently advised as to the status of any claims made for damages against the CITY resulting from services performed under this Agreement. Page 21 of 26 4.41. Substantial Performance. This Agreement shall be deemed to be substantially performed only when fully performed according to its terms and conditions and any written amendments or supplements. 4.42. Taxes. The State is exempt from most state and local taxes and many federal taxes. The State will not be responsible for any taxes levied on the CITY or its contractors as a result of this Agreement. 4.43. Termination for Convenience. This Agreement may be terminated, in whole or in part, by INDOT whenever, for any reason, INDOT determines that such termination is in its best interest. Termination shall be effected by delivery to the CITY of a Termination Notice at least thirty(30) days prior to the termination effective date, specifying the extent to which performance of services under such termination becomes effective. 4.44. Termination for Default. [OMITTED—NOT APPLICABLE.] 4.45. Travel. [OMITTED—NOT APPLICABLE.] 4.46. Indiana Veteran's Business Enterprise Compliance. [OMITTED — NOT APPLICABLE.] 4.47. Waiver of Rights. No right conferred on either party under this Agreement shall be deemed waived, and no breach of this Agreement excused, unless such waiver is in writing and signed by the party claimed to have waived such right. Neither the State's review, approval or acceptance of, nor payment for, the work performed under this Agreement shall be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement,and the CITY shall be and remain liable to the State in accordance with applicable law for all damages to the State caused by the CITY's negligent performance of any of the services furnished under this Agreement. 4.48. Work Standards. [OMITTED—NOT APPLICABLE.] 4.49. State Boilerplate Affirmation Clause. [OMITTED—NOT APPLICABLE.] [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] Page 22 of 26 Non-Collusion and Acceptance The undersigned attests, subject to the penalties for perjury, that the undersigned is the Party, or that the undersigned is the properly authorized representative, agent, member or officer of the Party. Further, to the undersigned's knowledge, neither the undersigned nor any other member, employee, representative, agent or officer of the Party, directly or indirectly, has entered into or been offered any sum of money or other consideration for the execution of this Covenant other than that which appears upon the face hereof. Furthermore, if the undersigned has knowledge that a state officer,employee, or special state appointee, as those terms are defined in IC §4- 2-6-1, has a financial interest in the Covenant, the Party attests to compliance with the disclosure requirements in IC §4-2-6-10.5. In Witness Whereof,the Parties have,through their duly authorized representatives, entered into this Covenant. The Parties, having read and understood the foregoing terms of this Covenant, do by their respective signatures dated below agree to the terms thereof. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] Page 23 of 26 CITY OF CARMEL BOARD OF PUBLIC WORKS Lake ill) ames Brainard, M .r Date Lori ate , _ ember Date tk it Mary Ann Burke, Member Date ACKNOWLEDGEMENT STATE OF INDIANA ) ) SS: CITY OF HAMILTON ) Before me, the undersigned Notary Public in and for the said County and State personally appeared tczme's -Braman/ V- Lori Au a-to 0 and acknowledged the execution of the foregoing Agreement on this20/41ay of of ttap , 2018. ARY PUBLIC (signature) - DIANNE WALTHALTHAL—L strIllowilia Seal • ""T/Qn11Q, 4% ,c'A I // t Notary PHamilublicton•6tdaofCounty Indiana _�� NOTARY PUBLIC(printed) I My Commission Expires Mar 16, 2024 My Commission expires: ‘.3/4/2. My County of Residence is: T an&Pen/ Page 24 of 26 STATE OF INDIANA Indiana Department of Transportation Recommended for approval by: y dd A. May reenfield District Deputy Commissioner Indiana Department of Transportation Date: 7949 Executed By: icA (for) Joseph McGuinness, Commissioner Indiana Department of Transportation Date: 7-S(I STATE OF IIIINDIANA ) t�,, ) SS COUNTY OF: J v iavt oin, ) Before me, a Notary Public in and for said County and State personally appeared ALA et .6-toti `c , of the Indiana Department of Transportation, who acknowledged the execution of the foregoing Covenant on this 25 " day of -0-0 V , 2018. NO ARY PUBLIC(signature) toy:" DARLENE E. WHITE Public, State ol Indiana Dow(e///```��� /// ((( 1 cao !u. ta Marion County /te, /A• Wh1 • NNµ $ Commission N 688344 �,! S r 4• My Commission Expires 'tti,,, O July 21, 2024 NOTARY PUBLIC(printed) ry� My Commission expires: iii ,200t y My COUNTY of Residence is: Page 25 of 26 APPROVALS STATE OF INDIANA Budget Agency //�� By: Cttt& t A,- J3 9 (FOR) Jason D. Dudich,Director Cat Date: 612411 STATE OF INDIANA Department of Administration t4.( (A � PP ( L6iALkI (FOR) Lesley A. Crane, Commissioner 4 , Date: c- � , Approved as to Form and Legality: Office of the Attorney General By `Y C( lC <u`x (_P✓ (FOR) Curtis T. Hill, Jr. Attorney General of Indiana Date : I affirm, under penalties of perjury,that all Social Security numbers have been redacted from the forgoing, and all attachments thereto, except as allowed by law. Marjdrie(j&. Millman This instrument was prepared for the Indiana Department of Transportation, 100 N. Senate Avenue, Indianapolis, IN 46204,by the undersigned attorney. Marjorie ill Attorney No. 21748-36 � . Millman, Page 26 of 26 111/8113381S H196 EL-ON3-9T 'ON 1031O8d z " h it al - - Z e �, d P,d,g, li NW: 5 © , 7 t N < 7 W ty ro di' d iyy^ Op' 1 q .�__S, y�: qI B [5)i W Inud"81 s� cn 1» ��f F--6[4 4E Z t y 2 Ii rw d iii a z p 6g 1i Q $ r =sillitia01.11 I___ N ....1 = a • a V ° • II • W Z ' • Q ,.-- _A bi Q ri W m1 rril'oilt , il3l,; IA LL II t/) p Q Iilt r. .� N 0 Z CC LU epl g 70102 NN U1 1-1-1 bat Z QN 61.. t 1�1,' bsil ;": 1 kti•am ..l1 ii. . ira ,.!YA �.[qli'�ili WI ei v _ sA!€8 11101I;li a I �� j da PI ; .. �I14 i!`s 1 g•,BIggiA 1. II;gI n $ Pt iglidig;Mil' Mil MIA Lill I 6 C� i d I[lli @ ° Y +4 15thipili —9 I Willl 4[ lj MI gbh ilA9e4 �' ,� t t� t P �, 3 y+, Y l i l+ 'W'° < 3 ?�v.- J ., I >m x v rity ns <h 1aSL jV,l A�++ � it b Vet land a ..Fsir3 t74:4 i tta; 5 - :r.' ,a}, (l� ,y 'x .+4�t�ft1 3n�S ts"ag^ 3 C ?It', Yr.. LL 5; yTy+ �h� F i k,. ]3' ®1 i lb It�- 1yVYf10 �Tj t' y4 `S wl } 'h;13. A� a s " bR -11' 4 tF 41 a t : Q j. r •,, a., ;, i rA / t'4 i r t � n e +�. r rL{v R_, Y7k•ad s+ !t }dNI',y 4 Y' -99rvd' 1 t Et`I� 'S r a p t IN ' fyf, d. . s ix atit>1 sie 1 } �L \rg Y ' ,",3 ti n #4� t { iv t* 441 '.4 fF. j Ail 4\ -3 �n n x 1 ,. — tCJI„�,1 Y :;1" . t l 1 .�y.§1 LYE. a j r t1 y . 5/'i - y 33 e@ sx #?. '.. y 'A j" tg� II , ,.. „.•..„:, .. t ;,ti l‘t ,,i h- $as$ _ .., ,,,.,"„,.... z,,,, ,•, ,, ° ry• • + ` par) +1 e- r 4....,, • "'c(cA";;J'' ''•:%kl r �};,i lk tfeT3 s.'y • �4y y ,i 51,'_, ` der _ , S �,� *'',y r ,4 tl k �4 ,„ ,44,4*$ ,,z4,,.,-74.'q,,114'1,1 �4 ad.+; f^;+4 � sue, 0%4 :Sets: s i �..,: cP� N sg 1 —/ sw_ , t rt� •m by 9 . 9 11•f,` �:.. @91p96 �- S d ��,tJ fie. ., 5 ' l� b (k �`b'¢l / r,Tu.jy� '.;.' ry {d (s}� � x tt 1 t l t( } �5� � x � s. 41 { �. d 1 t o t tc . R ,ra sill,a i d'A :a r rl ,z 1 ,, '"S'' v 'It' ` iY yis. c� '� � v [ i - b _ ft •1 . Et! iti R • - • c1 e its E �� V �• `�qq yy3. < (- U,1 a � . 4 33 x g t I . . '4 Nre' s ,t 1 .g FnA r4 t 1/ J Yt xg xr sr a at' +fX •p 1 .a „ d�Y t ..L. L . 11v q' S"iC" �t�le l ' ,&U. h V coomva4 .'2"nN x mni[tW'/vawf wup,vro+T Wxo le w,vu,µ.tt Iwuaa••bwn xrl•e4^nlK+alluvavpablmvianala/ r qq II 5 jyl 'i'1. 1 4,�3�Sr bet-u-t- , N R 1' 1-.i to �j y . ytl # j ''. pa tag t4 f bea'$ 1`Its"', ysrA a - . '''' ' ' , '11,i,litt:itti,'Ct', ;1'1:1-.1;1'.12;:1 ;1+1.H.:70.14A:9:' v. • ,.p,, 'CS' n nn \k' r �' {� t, r MMMn 4 r , © 31i+\ Noon\ .if Wz •Lif Ate- �1 1 �t £ tv t,-..` f�� •MtA L I��� ! ' \':.bw g.I #4 4 f I �44, ..5 Ric +r t x`if_ �g `{ ' Y rh, Nf. tY 4Ag1 a ,f y f r e 1 jt ;' { doh , �A ' `s$t 5 �1° Ins f ' b .�{ �1 ,,�1 g ,F• 7R" 4C 2; fl ,,,z It �� r - fA p4 '� r If i.im $ • • z 2 t # ga r J',1 ;;�y ! -0i 1 t .s,� huh�is p. a n3e,. fI f fN( .. !L I% d. T `?p wpm 44c2raw i'i�f.sc f -‘...ita *y ri '.3y'u64n sc O ® .: t•; q t s' \ :ga uxw- 4J-< t .>< Y � �L a' _ ;: r, a ,y e s ,,tW } I at c.eyv Jr:\ � J} /�•Tf . d.,! C �4�p,� / vim' r . Y�,.v k '1 "2' � 1. 1 ]f t iz' .t i tt 3 s:;e f b •g 13r f .�� � . - rc t>m F, kf i); 1•• ff .e+ r l� t ,�� ,� Ed � '� 4�b 7 `q -o ry�nS o t4'. d .� 'R' R$ 9,I S h g $ pie rya � `d 4 A t t a 7 v + I l fi j ft��rxNii - € 9 € ,f � • f r a � t4 ir)I 1 fr + •i. F w ' ay [ d1 S - J 1^ � 1 l431i "tl1931� 1;4 r $� �'f1 iti:i 1 • f 4 a 1 f � gg$ 3g [, xri r+�a�'�� �1 F , � � �1 �,# aeit 1 rt ¢'y `4�J \k4 y,,,�YY p * y� .„ i5 y . ,>•'1 . ."� mrn lb—An- . ..fan an o-fo•ww�w�un Qn- .1 wmfwwin—w•.Mammsraf a/ y 3 N ,,f „ictPil 44'11"ii. ,ne t ilk.: , rid r7 Y � r li 11. i J icP t r 1: ice' �Y 1"1. ,44 . 11Ri P t '�i ee .,,,,,,,,,,, , . ss t y 55@@ ,-,,,,, , =,,,,,,‘.i.,,,,, -. „.T�''T. 6 "fie'.i , iii, ,, a ,YaY,�s,, ,,, L �`� k jo , �en. R + t y , fk'� �b A —hi , ,, s� la M .,, �i3p )i �� 3 a x r � .-- „ti " tS a�sy i n y` �,,� . t c 4,1 $ � t ,n � o, + I te a - ax .N i ` �' v-• Y`. :j �� 15 e 'F T ,-. 1 tiiex a . �F 1 �l ,., §i 'hit,,,,,,i,, i4 �— O s �,y,q-v .1 ,, ri r " R a y .t r+ . ' ' , I , +7ii7 9 g a ''!"C ll a P ,, -,,,, , " a� >�� 4.�`-Y.'Yrs,iT{�x • �y ,?"�A*y� ^�` � .yR43)t�v 11( F ! i °� J T . t 'II:. e : i,� r.' 'fit` #..' �i. d t. % S e. � J fi ." 2 + aer r 114 k 3a + y� , 2 t ,'' 4 le , f fi r F } / kt Ili ' 3 {e. 4�, ,nw«wxr ��� {� ,�up�i g 00000 0„„, My ^al !x-llrst6lwtl e+ -aM•^r"rol Il�+�waallm++ra+n'1++ 00+9T `r.yr �j isw I Abi m m $m m $m bg ry pyy ' @ I s 13 a § a �1 ° 1 _,BCI n a s.I $ All Y ® �xts uo�l$q liil Va r E Ei aa<ait:4, ' 1:/'ll � € IR. II I1: `' 3, ,6 �m d'g' s nna ,l �V a aa9 III I. i P 1j i7: aa �L+ • i 4 Aga WAI _ F� `1 n --it. id e i fis m$ � 9FP� I S jIo p 00+9i - _. Aap e Y 2 g aig , I If d Ball ' 1 �j1 I' s Ail 2�aAl �a i a 'i s'I G i� 7w lid yyy 99 9 ` '� ' Ir �� $' i II{ ° ifi1'aaa,l i w €3 9§�aa I i di al it 4R,r„4 I' dd 11 zt {a09 W+bi € g 'L't+ Y.�/ 3I Q 1Ill t O _Y (. s SI F. h @ o 1 =t* I I a e$' 4. ---' al -- 11111 '>41aX@ .otl s i 444 • m :eIL i1iill 3 x ___J I kl—ig ir 0 Q 5._ 7,1 L tl°'�t 1 € wormy i m ° 00+ii p i ro" II.et. „WS1 I is gFI $ -11 ' °�4 jl1 ��i 5 17 -'rise TA fr0Es I;: s _ g t 5 .Ai w. 5 e a� I ���a " iI h. llt m mrofAIo0 ^Iyr�.r,:,,vwxhyw..wmrwm ,or-z:alwau ww�-xrlmwmlwmu��s .aAm'romnesla i g .i' /-- II /% p4 .r. ,.: t ,,,, ,,,g I Ft� g III ili jI zg°4 n I °I it °l .° 4 g •Ss . g a \• 1 m \ a 4 Iic-, y3 � , LL • LI! - 1I N�. en : 111® , sosi��� y o i' « /�. 2 (4- • R s t0 / `011 di o y�/ t ����•• i\ / \ '\( . % g M alv tl� .Ira My/a vl. s DaY[ss Waoa wwn-,Mv W^n Iuwp�. pp pylrt N F {; io is I I .`� ")' 9e aa< Tn.. A g� ( ; a q 1 I s g �e. , •• E. WA 1 jallig $ rIg it 4 . itI 3s rj ' .' g g� I a giik 1 P III • 1 (Damage®( d�.Will x I I �30 4a -,'' —g I j I • / ° di i os :-.414.0.• t�1 I1481 0 / 91 a �;, /'i // yI° fl ��1I raj .'�./"��,-- /� \ /. x�a \`` o1,.� I k:.. gpowj. — — A- ` / - • / 05, 61i _ % 1 / -r., ` - i % i 7 / / / aC . mom; 1 .°0, \` / 1 ‘ DI�4 D;IIY o IF �` I dl III 11 k_—�J II . II • II II 2 Y a .0 s�.rv�rytm mrsran�t�taeu.eerwr� ey..pw-.uv'vrrslwmd wuen-asl•e�•^wl•��Irw�Irm+oxrecl+ II -. -z 9 ----t illill ilig q5° o ,N99999 CWC 9 ® a 1 III I o o a I _ I. f! 1,i I (a,—®— age IF ,.gl ^ r! IA1 IY�o III : ' a • a o I a sisg I t I: I M \A \ - =h 1 PA• at c, I I �i IOIU111110O/• e: . . .q a6 0 0�p. '� "`i� sue' a M / i I ) ç ;; - . 11:'.'_,'-_--A__1,_1-_„.,_-.:_..".__--,-_,._,,i7,1iy-4-1",---- -r il.-.t,, �, M- / e` .1 ; , � ° 1111IIlll:rrll / egg__.......„.„:„, c,„ _4c:A — at, ...... ..., .iz..4,„:::::....... _,. „ . , , eoil r ,,, ,.. II: • I If I• c?l Ii y Y @r_- • *: It '. 1 6 p p U '® llfog eeo®®e®®e H I Mdifl MOVrv,.{0 MI e, aflnd a,.•ws..=.a• $cI I q,-wnaFiwua eay.,-.lII&M»I14oI l�+�c nI„ al40 • / / nw ri$ /./ / / / - yy / - i 6a_84 ( /./ a. //i %1 F W ti/, Yn_/ sas 524 o _ li 3 �I 2 I ° III I \+ ig k III °I a 0 F.� �\\ 9 1 gAy �\ ��1- m F 11 gr' bgd \Z Is 4 . ht d fS 3 h: P -------i s .,,, ------„,,____ 1 , 14, rit n�`� / � /'/ l ml i 1 +, I I / R ;i r R ihrl g: . 0,,,,* , 0 i as aAP _ :Cr'g Nam' ° _ / , OAT' la C -0) t all m "IC A g it c a/ IM Pot RI'//R2wr nen mawsWd ewM I gaar Npadwmdlt-wai Para Wwl/-sal aPaD14MiJR- «aftaaaVVKRKI a to Ew —x g I II :1"1 Ia 1 P g .I •—\c' ;g o@ g I q 4 I gin III ° ri ' 1 s p d$al • I "i I I c ihf1 a l nag NpT a 6 a a III F4I a • 0 99 din J © o Q a s %�„ -- i 1E4 Fp i /as°fZ i s • 09. i --•0 r / o/ • • / / / / z i / I at 4// Gy I' r • — /_..— \ / 1 \\ Kg ONLY . / I ° 1 L" ii g (I o aa # ® li Ili I1Ili 1 -a- 3 Nn. P i1 11 II g t t. 4 - 1, ,r5 a� N CD ('' � O i 1 11111W Illigo f01 /I -I, 4 nPi 1eal®; I00.0•< 1— x0 w 1 n � , d :1E p 3 lit z Y1 & W HI OQ \ Pi S 0 1.I I (24a' 0.. �0 1ii al 4 it li l,uu IM t I 1 , p d ° gi 'E I " .11/ k ' 3. • , , . , - 1 ofit , ,z, T a I • _aft ...„, T _,_ -- / ..,,, sit .„,, , it.- 1 u....),,,,,, le 4 t, g g) etes til • ,w I as d Ali h■ $ II •L -\ / pry % i n 0 a•'/ pG1 �'. / ��l�� \ I t of i I1 pi II1.,--_ ad il �� \ � . i� �, I a a � a N. is I ' I t i sit' I ��T t _ x: c i fl uaW tes 1 \, 19 I a a $ y a g s i N - - o g a 1 I , III �op a � � a I II I Ell I'/ gI III II 1 •• •q r li , i 'l U ifi • I I Iiielfilli ill n 5g ittoI ' o.o.tI 1