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HomeMy WebLinkAboutLPA Consulting Contract - Carmel CHA Consulting Inc. - Construction Inspection of 106th Hazel DellVersion6-8-2017 CzTfshfzHsfdivlijobu21;1:bn-Tfq25-3134 LPA - CONSULTING CONTRACT This Contract (Ðthis ContractÑ) ismade and entered intoeffective as of , 2023(ÐEffective DateÑ) by and between City of Carmel, acting by and through its proper officials (ÐLOCAL PUBLIC AGENCY Ñ or ÐLPAÑ), and CHA Consulting Inc. (Ðthe CONSULTANTÑ), a corporation organized under the laws of the State of New York. Des. No.:2200151 thProjectDescription: Construction Inspection of 106&Hazel Del Roundabout RECITALS WHEREAS, the LPA has entered into an agreement to utilize federal monies with the Indiana Department of Transportation (ÐINDOTÑ) for a transportation or transportation enhancement project (Ðthe ProjectÑ), which Project Coordination Contract is herein attached as Attachment 1 and incorporated as reference; and WHEREAS,theLPAwishes to hirethe CONSULTANTto provide servicestoward the Projectcompletion more fullydescribe d inAppendix ÐAÑattached hereto (ÐServicesÑ); WHEREAS, the CONSULTANT has extensiveexperience, knowledge andexpertiserelating to these Services; and WHEREAS,the CONSULTANT has expressed awillingness to furnish theServicesin connection therewith. NOW, THEREFORE, inconsideration of the followingmutualcovenants,the parties hereto mutually covenant and agree as follows: TheÐRecitalsÑaboveare hereby madean integral partand specifically incorporatedinto this Contract. SECTION I SERVICES BY CONSULTANT. The CONSULTANT will provide the Services and deliverables described in Appendix ÐAÑ which is herein attached to and made an integral part of this Contract. SECTION II INFORMATION AND SERVICES TO BE FURNISHED BY THE LPA. The information and services to be furnished by the LPA are set out in Appendix "BÑ which is herein attached to and made an integral part of this Contract. SECTION III TERM. The term of this Contract shall be from the date of the last signature affixed to this Contract to the completion of the construction contract which is estimated to be 12/30/25. A schedule for completion of the Services and deliverables is set forth in Appendix ÐCÑ which is herein attached to and made an integral part of this Contract. SECTION IV COMPENSATION. The LPA shall pay the CONSULTANT for the Services performed under this Contract as set forth in Appendix ÐDÑ which isherein attached to and made an integral part of this Contract. The maximum amount payable under this Contract shall not exceed $ 343,085.98 SECTION V NOTICE TO PROCEED AND SCHEDULE. The CONSULTANT shall begin the work to be performed under this Contract only upon receipt of the written notice to proceed from the LPA, and shall deliver the work to the LPA in accordance with the schedule contained in Appendix "C" which is herein attached to and made an integral part of this Contract. 1 DocuSign Envelope ID: CEA83F85-65D2-45C8-BC3D-09F809D7F660 Version6-8-2017 SECTION VI GENERAL PROVISIONS 1. Access to Records. The CONSULTANT and any SUB-CONSULTANTS shall maintain all books, documents, papers, correspondence, accounting records and other evidence pertaining to the cost incurred under this Contract, and shall make such materials available at their respective offices at all reasonable times during the period of this Contract and for five (5) years from the date of final payment under the terms of this Contract, for inspection or audit by the LPA, INDOT and/or the Federal Highway Administration (ÐFHWAÑ) or its authorized representative, and copies thereof shall be furnished free of charge, if requested by the LPA, INDOT, and/or FHWA. The CONSULTANT agrees that, upon request by any agency participating in federally-assisted programs with whom the CONSULTANT has contracted or seeks to contract, the CONSULTANT may release or make available to the agency any working papers from an audit performed by the LPA, INDOT and/or FHWA of the CONSULTANT and its SUB-CONSULTANTS in connection with this Contract, including any books, documents, papers, accounting records and other documentation which support or form the basis for the audit conclusions and judgments. 2. Assignment; Successors. A. The CONSULTANT binds its successors and assignees to all the terms and conditions of this Contract. The CONSULTANT shall not assign or subcontract the whole or any part of this Contract without the LPAÓs prior written consent, except that the CONSULTANT may assign its right to receive payments to such third parties as the CONSULTANT may desire without the prior written consent of the LPA, provided that the CONSULTANT gives written notice including evidence of such assignment) to the LPA thirty (30) days inadvance of any payment so assigned. The assignment shall cover all unpaid amounts under this Contract and shall not be made to more than one party. B. Any substitution of SUB-CONSULTANTS must first be approved and receive written authorization from the LPA. Any substitution or termination of a Disadvantaged Business Enterprise (ÐDBEÑ) SUB-CONSULTANT must first be approved and receive written authorization from the LPA and INDOTÓs Economic Opportunity Division Director. 3. Audit. The CONSULTANT acknowledges that itmay be required to submit to an audit of funds paid through this Contract. Any such audit shall be conducted in accordance with 48 CFR part 31 and audit guidelines specified by the State and/or in accordance with audit requirements specified elsewhere in this Contract. 4. Authority to Bind Consultant. The CONSULTANT warrants that it has the necessary authority to enter into this Contract. The signatory for the CONSULTANT represents that he/she has been duly authorized to execute this Contract on behalf of the CONSULTANT and has obtained all necessary or applicable approval to make this Contract fully binding upon the CONSULTANT when his/her signature isaffixed hereto. 5. Certification for Federal-Aid Contracts Lobbying Activities. A. The CONSULTANT certifies, by signing and submitting this Contract, to the best of its knowledge and belief after diligent inquiry, and other than as disclosed in writing to the LPA prior to or contemporaneously with the execution and delivery of this Contract by the CONSULTANT, the CONSULTANT has complied with Section 1352, Title 31, U.S. Code, and specifically, that: i. No federal appropriated funds have been paid, or will be paid, by or on behalf of the CONSULTANT 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 contracts, the making of any federal grant, the making of any federal loan, the 2 DocuSign Envelope ID: CEA83F85-65D2-45C8-BC3D-09F809D7F660 Version6-8-2017 entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. ii. 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 this federal Contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. B. The CONSULTANT also agrees by signing this Contract that it shall require that the language of this certification be included in all 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. 6. Changes in Work. The CONSULTANT shall not commence any additional work or change the scope of the work until authorized in writing by the LPA. The CONSULTANT shall make no claim for additional compensation or time in the absence of a prior written approval and amendment executed by all signatories hereto. This Contract may be amended, supplemented or modified only by a written document executed in the same manner as this Contract. The CONSULTANT acknowledges that no claim for additional compensation or time may be made by implication, oral agreements, actions, inaction, or course of conduct. 7. Compliance with Laws. A. The CONSULTANT 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. If the CONSULTANT violates such rules, laws, regulations and ordinances, the CONSULTANT shall assume full responsibility for such violations and shall bear any and all costs attributable to the original performance of any correction of such acts. The enactment of any state or federal statute, or the promulgation of regulations thereunder, after execution of this Contract, shall be reviewed by the LPA and the CONSULTANT to determine whether formal modifications are required to the provisions of this Contract. B. The CONSULTANT represents to the LPA that, to the best of the CONSULTANTÓS knowledge and belief after diligent inquiry and other than as disclosed in writing to the LPA prior to or contemporaneously with the execution and delivery of this Contract by the CONSULTANT: i. State of Indiana Actions. The CONSULTANT has no current or outstanding criminal, civil, or enforcement actions initiated by the State of Indiana pending, and agrees that it will immediately notify the LPA of any such actions. During the term of such actions, CONSULTANT agrees that the LPA may delay, withhold, or deny work under any supplement or amendment, change order or other contractual device issued pursuant to this Contract. ii. Professional Licensing Standards. The CONSULTANT, its employees and SUBCONSULTANTS have complied with and shall continue to comply with all applicable licensing standards, certification standards, accrediting standards and any other laws, rules or regulations governing services to be provided by the CONSULTANT pursuant to this Contract. 3 DocuSign Envelope ID: CEA83F85-65D2-45C8-BC3D-09F809D7F660 Version6-8-2017 iii. Work Specific Standards. The CONSULTANT and its SUB-CONSULTANTS, if any, have obtained, will obtain and/or will maintain all required permits, licenses, registrations and approvals, as well as comply with all health, safety, and environmental statutes, rules, or regulations in the performance of work activities for the LPA. iv. Secretary of State Registration. If the CONSULTANT is an entity described in IC Title 23, it is properly registered and owes no outstanding reports with the Indiana Secretary of State. v. Debarment and Suspension of CONSULTANT. Neither the CONSULTANT nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from entering into this Contract by any federal agency or by any department, agency or political subdivision of the State and will immediately notify the LPA of any such actions. The term ÐprincipalÑ for purposes of this Contract means an officer, director, owner, partner, key employee, or other person with primary management or supervisory responsibilities, or a person who has a critical influence on or substantive control over the operations of the CONSULTANT or who has managerial or supervisory responsibilities for the Services. vi. Debarment and Suspension of any SUB-CONSULTANTS. The CONSULTANTÓs SUB- CONSULTANTS are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from entering into this Contract by any federal agency or by any department, agency or political subdivision of the State. The CONSULTANT shall be solely responsible for any recoupment, penalties or costs that might arise from the use of a suspended or debarred SUBCONSULTANT. The CONSULTANT shall immediately notify the LPA and INDOT if any SUB- CONSULTANT becomes debarred or suspended, and shall, atthe LPAÓs request, take all steps required by the LPA to terminate its contractual relationship with the SUB- CONSULTANT for work to be performed under this Contract. C. Violations. In addition to any other remedies at law or in equity, upon CONSULTANTÓS violation of any of Section 7(A) through 7(B), the LPA may, at its sole discretion, do any one or more of the following: i. terminate this Contract; or ii. delay, withhold, or deny work under any supplement or amendment, change order or other contractual device issued pursuant to this Contract. D. Disputes. If a dispute exists as to the CONSULTANTÓs liability or guilt in any action initiated by the LPA, and the LPA decides to delay, withhold, or deny work to the CONSULTANT, the CONSULTANT may request that it be allowed to continue, or receive work, without delay. The CONSULTANT must submit, in writing, a request for review to the LPA. A determination by the LPA under this Section 7.D shall be final and binding on the parties and not subject to administrative review. Any payments the LPA may delay, withhold, deny, or apply under this section shall not be subject to penalty or interest under IC 5-17-5. 8. Condition of Payment. The CONSULTANT must perform all Services under this Contract to the LPAÓs reasonable satisfaction, as determined at the discretion of the LPA and in accordance with all applicable federal, state, local laws, ordinances, rules, and regulations. The LPA will not pay for work not performed to the LPAÓs reasonable satisfaction, inconsistent with this Contract or performed in violation of federal, state, or local law (collectively, ÐdeficienciesÑ) until all deficiencies are remedied in a timely manner. 4 DocuSign Envelope ID: CEA83F85-65D2-45C8-BC3D-09F809D7F660 Version6-8-2017 9. Confidentiality of LPA Information. A. The CONSULTANT understands and agrees that data, materials, and information disclosed to the CONSULTANT may contain confidential and protected information. Therefore, the CONSULTANT covenants that data, material, and information gathered, based upon or disclosed to the CONSULTANT for the purpose of this Contract, will not be disclosed to others or discussed with third parties without the LPAÓs prior written consent. B. The parties acknowledge that the Services to be performed by the CONSULTANT for the LPA under this Contract may require or allow access to data, materials, and information containing Social Security numbers and maintained by the LPA in its computer system or other records. In addition to the covenant made above in this section and pursuant to 10 IAC 5-3-1(4), the CONSULTANT and the LPA agree to comply with the provisions of IC 4-1-10 and IC 4-1-11. If any Social Security number(s) is/are disclosed by the CONSULTANT, the CONSULTANT agrees to pay the cost of the notice of disclosure of a breach of the security of the system in addition to any other claims and expenses for which it is liable under the terms of this Contract. 10. Delays and Extensions. The CONSULTANT agrees that no charges or claim for damages shall be made by it for any minor delays from any cause whatsoever during the progress of any portion of the Services specified in this Contract. Such delays, if any, shall be compensated for by an extension of time for such period as may be determined by the LPA subject to the CONSULTANT's approval, it being understood, however, that permitting the CONSULTANT to proceed to complete any services, or any part of them after the date to which the time of completion may have been extended, shall in no way operate as a waiver on the part of the LPA of any of its rights herein. In the event of substantial delays or extensions, or change of any kind, not caused by the CONSULTANT, which causes a material change in scope, character or complexity of work the CONSULTANT is to perform under this Contract, the LPA atits sole discretion shall determine any adjustments in compensation and in the schedule for completion of the Services. CONSULTANT must notify the LPA in writing of a material change in the work immediately after the CONSULTANT first recognizes the material change. 11. DBE Requirements. A. Notice is hereby given to the CONSULTANT and any SUB-CONSULTANT, and both agree, that failure to carry out the requirements set forth in 49 CFR Sec. 26.13(b) shall constitute a breach of this Contract and, after notification and failure to promptly cure such breach, may result in termination of this Contract or such remedy as INDOT deems appropriate. The referenced section requires the following assurance to be included in all subsequent contracts between the CONSULTANT and any SUB-CONSULTANT: The CONSULTANT, sub recipient or SUB-CONSULTANT shall not discriminate on the basis of race, color, national origin, or sex in the performance of this Contract. The CONSULTANT shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT-assisted contracts. Failure by the CONSULTANT to carry out these requirements is a material breach of this Contract, which may result in the termination of this Contract or such other remedy, as INDOT, as the recipient, deems appropriate. B. The CONSULTANT shall make good faith efforts to achieve the DBE percentage goal that may be included as part of this Contract with the approved DBE SUB-CONSULTANTS identified on its Affirmative Action Certification submitted with its Letter of Interest, or with approved amendments. Any changes to aDBE firm listed in the Affirmative Action Certification must be requested in writing and receive prior approval by the LPA and INDOTÓs Economic Opportunity Division Director. After this Contract is completed and if a DBE SUB- CONSULTANT has performed services thereon, the CONSULTANT must complete, and return, a Disadvantaged Business Enterprise Utilization Affidavit (ÐDBE-3 FormÑ) to INDOTÓs 5 DocuSign Envelope ID: CEA83F85-65D2-45C8-BC3D-09F809D7F660 Version6-8-2017 Economic Opportunity Division Director. The DBE-3 Form requires certification by the CONSULTANT AND DBE SUB-CONSULTANT that the committed contract amounts have been paid and received. 12. Non-Discrimination. A. Pursuant to I.C. 22-9-1-10, the Civil Rights Act of 1964, and the Americans with Disabilities Act, the CONSULTANT shall not discriminate against any employee or applicant for employment, to be employed in the performance of work under this Contract, with respect to hire, tenure, terms, conditions or privileges of employment or any matter directly or indirectly related toemployment, because of race, color, religion, sex, disability, national origin, ancestry or status as a veteran. Breach of this covenant may be regarded as a material breach of this Contract. Acceptance of this Contract also signifies compliance with applicable federal laws, regulations, and executive orders prohibiting discrimination in the provision of services based on race, color, national origin, age, sex, disability or status as a veteran. B The CONSULTANT understands that the LPA is a recipient of federal funds. Pursuant to that understanding, the CONSULTANT agrees that if the CONSULTANT employs fifty (50) or more employees and does atleast $50,000.00 worth of business with the State and is not exempt, the CONSULTANT will comply with the affirmative action reporting requirements of 41 CFR 60- 1.7. The CONSULTANT 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 amaterial breach of Contract. Itis 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 inall 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. (INDOTÓs Title VI enforcement shall include the following additional grounds: sex, ancestry, age, income status, religion and disability.) C. The CONSULTANT shall not discriminate in its selection and retention of contractors, including without limitation, those services retained for, or incidental to, construction, planning, research, engineering, property management, and fee contracts and other commitments with persons for services and expenses incidental to the acquisitions of right-of-way. D. The CONSULTANT shall not modify the Project in such a manner as to require, on the basis of race, color or national origin, the relocation of any persons. (INDOT'sTitle VI enforcement will include the following additional grounds; sex, ancestry, age, income status, religion and disability). E. The CONSULTANT shall not modify the Project in such a manner as to deny reasonable access to and use thereof to any persons on the basis of race, color or national origin. (INDOTÓs Title VI enforcement will include the following additional grounds; sex, ancestry, age, income status, religion and disability.) F. The CONSULTANT shall neither allow discrimination by contractors in their selection and retention of subcontractors, leasors and/or material suppliers, nor allow discrimination by their subcontractors in their selection of subcontractors, leasors or material suppliers, who participate in construction, right-of-way clearance and related projects. 6 DocuSign Envelope ID: CEA83F85-65D2-45C8-BC3D-09F809D7F660 Version6-8-2017 G. The CONSULTANT shall take appropriate actions to correct any deficiency determined by itself and/or the Federal Highway Administration (ÐFHWAÑ) within areasonable time period, not to exceed ninety (90) days, in order to implement Title VI compliance in accordance with INDOTÓs assurances and guidelines. H. During the performance of this Contract, the CONSULTANT, for itself, its assignees and successors in interest (hereinafter referred to as the "CONSULTANT") agrees as follows: 1) Compliance with Regulations: The CONSULTANT shall comply with the Regulation relative to nondiscrimination in Federally-assisted programs of the Department of Transportation (hereinafter, "DOT") Title 49, Code of Federal Regulations, 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 apart of this Contract. 2) Nondiscrimination: The CONSULTANT, with regard to the work performed by it during the Contract, shall not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The CONSULTANT shall not participate either directly or indirectly in the discrimination prohibited by section 21.5 of the Regulations, including employment practices when the contract covers a program set forth in Appendix B of the Regulations. 3) Solicitations for SUBCONSULTANTS, Including Procurements of Materials and Equipment: In all solicitations either by competitive bidding or negotiation made by the CONSULTANT for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential SUBCONSULTANT or supplier shall be notified by the CONSULTANT of the CONSULTANTÓS obligations under this Contract and the Regulations relative to nondiscrimination on the grounds of race, color, or national origin. 4) Information and Reports: The CONSULTANT 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 LPA or INDOT to be pertinent to ascertain compliance with such Regulations, orders and instructions. Where any information required of a CONSULTANT is in the exclusive possession of another who fails or refuses to furnish this information the CONSULTANT shall so certify to the LPA, or INDOT as appropriate, and shall set forth what efforts it has made to obtain the information. 5) Sanctions for Noncompliance: In the event of the CONSULTANTÓS noncompliance with the nondiscrimination provisions of this contract, the LPA shall impose such contract sanctions as it or INDOT may determine to be appropriate, including, but not limited to: a) withholding of payments to the CONSULTANT under the Contract until the CONSULTANT complies, and/or b) cancellation, termination or suspension of the Contract, in whole or in part. 6) Incorporation of Provisions: The CONSULTANT shall include the provisions of paragraphs (1) through (6) inevery subcontract, including procurements of materials and leases of equipment, unless exempt by the Regulations, or directives issued pursuant thereto. 7 DocuSign Envelope ID: CEA83F85-65D2-45C8-BC3D-09F809D7F660 Version6-8-2017 The CONSULTANT shall take such action with respect to any SUBCONSULTANT procurement as the LPA or INDOT may direct as a means of enforcing such provisions including sanctions for noncompliance: Provided, however, that, in the event a CONSULTANT becomes involved in, or is threatened with, litigation with a SUBCONSULTANT or supplier as a result of such direction, the CONSULTANT may request the LPA to enter into such litigation to protect the interests of the LPA, and, in addition, the CONSULTANT may request the United States to enter into such litigation to protect the interests of the United States. 13. Disputes. A. Should any disputes arise with respect to this Contract, the CONSULTANT and the LPA agree to act promptly and in good faith to resolve such disputes in accordance with this Section 13. Time is of the essence in the resolution of disputes. B. The CONSULTANT agrees that the existence of a dispute notwithstanding, it will continue without delay to carry out all of its responsibilities under this Contract that are not affected by the dispute. Should the CONSULTANT fail to continue to perform its responsibilities regarding all non-disputed work, without delay, any additional costs (including reasonable attorneysÓ fees and expenses) incurred by the LPA or the CONSULTANT as aresult of such failure to proceed shall be borne by the CONSULTANT. C. If aparty to this Contract is not satisfied with the progress toward resolving a dispute, the party must notify the other party of this dissatisfaction in writing. Upon written notice, the parties have ten (10) business days, unless the parties mutually agree in writing to extend this period, following the written notification to resolve the dispute. If the dispute is not resolved within ten 10) business days, a dissatisfied party may submit the dispute in writing to initiate negotiations to resolve the dispute. The LPA may withhold payments on disputed items pending resolution of the dispute. 14. Drug-Free Workplace Certification. A. The CONSULTANT hereby covenants and agrees to make a good faith effort to provide and maintain a drug-free workplace, and that itwill give written notice to the LPA within ten (10) days after receiving actual notice that an employee of the CONSULTANT in the State of Indiana has been convicted of a criminal drug violation occurring in the CONSULTANT's workplace. False certification or violation of the certification may result in sanctions including, but not limited to, suspension of Contract payments, termination of this Contract and/or debarment of contracting opportunities with the LPA. B. The CONSULTANT certifies and agrees that it will provide a drug-free workplace by: i. Publishing and providing to all of its employees a statement notifying their employees that the unlawful manufacture, distribution, dispensing, possession or use of a controlled substance is prohibited in the CONSULTANT Ós workplace and specifying the actions that will be taken against employees for violations of such prohibition; ii. Establishing a drug-free awareness program to inform its employees of (1) the dangers of drug abuse inthe workplace; (2) the CONSULTANT Ós policy of maintaining adrug-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; 8 DocuSign Envelope ID: CEA83F85-65D2-45C8-BC3D-09F809D7F660 Version6-8-2017 iii. Notifying all employees in the statement required by subparagraph 14.B.iabove that as a condition of continued employment, the employee will (1) abide by the terms of the statement; and (2) notify the CONSULTANT of any criminal drug statute conviction for a violation occurring in the workplace no later than five (5) days after such conviction; iv. Notifying in writing the LPA within ten (10) days after receiving notice from an employee under subdivision 14.B.iii(2) above, or otherwise receiving actual notice of such conviction; v. Within thirty (30) days after receiving notice under subdivision 14.B.iii(2) above of a conviction, imposing the following sanctions or remedial measures on any employee who isconvicted of drug abuse violations occurring in the workplace: (1) take appropriate personnel action against the employee, up to and including termination; or (2) require 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 vi. Making a good faith effort to maintain a drug-free workplace through the implementation of subparagraphs 14.B.i. through 14.B.v. above. 15. Employment Eligibility Verification. The CONSULTANT affirms under the penalties of perjury that he/she/it does not knowingly employ an unauthorized alien. The CONSULTANT 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 CONSULTANT is not required to participate should the E-Verify program cease to exist. Additionally, the CONSULTANT is not required to participate ifthe CONSULTANT is self-employed and does not employ any employees. The CONSULTANT shall not knowingly employ or contract with an unauthorized alien. The CONSULTANT shall not retain an employee or contract with a person that the CONSULTANT subsequently learns is an unauthorized alien. The CONSULTANT shall require his/her/its subcontractors, who perform work under this Contract, to certify to the CONSULTANT that the SUB-CONSULTANT does not knowingly employ or contract with an unauthorized alien and that the SUB-CONSULTANT has enrolled and is participating in the E-Verify program. The CONSULTANT agrees to maintain this certification throughout the duration of the term of a contract with a SUB-CONSULTANT. The LPA may terminate for default if the CONSULTANT fails to cure a breach of this provision no later than thirty (30) days after being notified by the LPA. 16. Force Majeure. In the event that either party is unable to perform any of its obligations under this Contract or to enjoy any of its benefits because of fire, natural disaster, acts of God, acts of war, terrorism, civil disorders, decrees of governmental bodies, strikes, lockouts, labor or supply disruptions or similar causes beyond the reasonable control of the affected party (hereinafter referred to as aForce Majeure Event), the party who has been so affected shall immediately give written notice to the other party of the occurrence of the Force Majeure Event (with a description in reasonable detail of the circumstances causing such Event) and shall do everything reasonably possible to resume performance. Upon receipt of such written notice, all obligations under this Contract shall be immediately suspended for as long as such Force Majeure Event continues and provided that the affected party continues to use commercially reasonable efforts to recommence performance whenever and to whatever extent possible without delay. If the period of nonperformance exceeds thirty (30) days from the receipt of written notice of the Force Majeure Event, the party whose ability to perform has not been so affected may, by giving written notice, terminate this Contract. 9 DocuSign Envelope ID: CEA83F85-65D2-45C8-BC3D-09F809D7F660 Version6-8-2017 17. Governing Laws. This Contract shall be construed in accordance with and governed by the laws of the State of Indiana and the suit, ifany, must be brought in the State of Indiana. The CONSULTANT consents to the jurisdiction of and to venue in any court of competent jurisdiction in the State of Indiana. 18. Liability. If the CONSULTANT or any of its SUB-CONSULTANTS fail to comply with any federal requirement which results in the LPAÓs repayment of federal funds to INDOT the CONSULTANT shall be responsible to the LPA, for repayment of such costs to the extent such costs are caused by the CONSULTANT and/or its SUB-CONSULTANTS. 19. Indemnification. The CONSULTANT agrees to indemnify the LPA, and their agents, officials, and employees, and to hold each of them harmless, from claims and suits including court costs, attorney's fees, and other expenses caused by any negligent act, error or omission of, or by any recklessness or willful misconduct by, the CONSULTANT and/or its SUB-CONSULTANTS, ifany, under this Contract, provided that if the CONSULTANT is aÐcontractorÑ within the meaning of I.C. 8-3-2-12.5, this indemnity obligation shall be limited by and interpreted in accordance with I.C. 8-23-2-12-5. The LPA shall not provide such indemnification to the CONSULTANT. 20. Independent Contractor. Both parties hereto, in the performance of this Contract, shall act in an individual capacity and not as agents, employees, partners, joint ventures or associates of one another. The employees or agents of one party shall not be deemed or construed to be the employees or agents of the other party for any purposes whatsoever. 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 or employees of the other party. The CONSULTANT shall be responsible for providing all necessary unemployment and workersÓ compensation insurance for its employees. 21. Insurance - Liability for Damages. A. The CONSULTANT shall be responsible for the accuracy of the Services performed under this Contract and shall promptly make necessary revisions or corrections resulting from its negligence, errors or omissions without any additional compensation from the LPA. Acceptance of the Services by the LPA shall not relieve the CONSULTANT of responsibility for subsequent correction of its negligent act, error or omission or for clarification of ambiguities. The CONSULTANT shall have no liability for the errors or deficiencies in designs, drawings, specifications or other services furnished to the CONSULTANT by the LPA on which the Consultant has reasonably relied, provided that the foregoing shall not relieve the CONSULTANT from any liability from the CONSULTANT ÓS failure to fulfill its obligations under this Contract, toexercise its professional responsibilities to the LPA, or to notify the LPA of any errors or deficiencies which the CONSULTANT knew or should have known existed. B. During construction or any phase of work performed by others based on Services provided by the CONSULTANT, the CONSULTANT shall confer with the LPA when necessary for the purpose of interpreting the information, and/or to correct any negligent act, error or omission. The CONSULTANT shall prepare any plans or data needed to correct the negligent act, error or omission without additional compensation, even though final payment may have been received by the CONSULTANT. The CONSULTANT shall give immediate attention to these changes for a minimum of delay to the project. C. The CONSULTANT shall be responsible for damages including but not limited to direct and indirect damages incurred by the LPA as a result of any negligent act, error or omission of the CONSULTANT, and for the LPAÓs losses or costs to repair or remedy construction. Acceptance of the Services by the LPA shall not relieve the CONSULTANT of responsibility for subsequent correction. 10 DocuSign Envelope ID: CEA83F85-65D2-45C8-BC3D-09F809D7F660 Version6-8-2017 D.TheCONSULTANTshall be required to maintain in full force and effect,insurance as described belowfrom the date of the first authorization to proceed until the LPAÓs acceptance of the work product. The CONSULTANT shall list both the LPA and INDOT as insureds on any policies. TheCONSULTANTmust obtain insurance written by insurance companies authorized to transact business in the State of Indiana and licensed by the Department of Insurance as either admitted or non-admitted insurers. E.The LPA, its officers and employees assume no responsibility for the adequacy of limits and coverage in the event of any claims against theCONSULTANT, its officers, employees, sub- consultants or any agent of any of them, and the obligations of indemnification in Section 19 hereinshall survive the exhaustion of limits of coverage and discontinuance of coverage beyond the term specified, to the fullest extent of the law. F.TheCONSULTANTshall furnish a certificate of insurance and all endorsements to the LPA prior to the commencement of this Contract. Any deductible or self-insured retention amount or other similar obligation under the insurance policies shall be the sole obligation of the CONSULTANT. Failure to provide insurance as required in this Contract is a material breach of Contract entitling the LPA to immediately terminate this Contract. I.Professional Liability Insurance TheCONSULTANTmust obtain and carry professional liability insurance as follows: For INDOT Prequalification Work Types1.1, 12.2-12.6 the CONSULTANTS shall provide not less than $250,000.00professional liability insurance per claim and 250.000.00 aggregate for all claims for negligent performance. For Work Types2.2, 3.1, 3.2, 4.1, 4.2, 5.5, 5.8, 5.11, 6.1,7.1, 8.1, 8.2, 9.1, 9.2, 10.1Î10.4, 11.1,13.1,14.1Î 14.5,the CONSULTANTS shall carry professional liability insurance in an amount not less than $1,000,000.00 per claim and $1,000,000.00 aggregate for all claims for negligent performance. TheCONSULTANTshall maintain the coverage for a period ending two (2) years after substantial completion of construction. II.Commercial General Liability Insurance TheCONSULTANTmust obtain and carry Commercial / General liability insurance as follows: For INDOT Prequalification Work Types 2.1, 6.1, 7.1, 8.1, 8.2, 9.1, 9.2, 10.1 - 10.4, 11.1,13.1,14.1-14.5, theCONSULTANTshall carry $1,000,000.00 per occurrence, $2,000,000.00 general aggregate. Coverage shall be on an occurrence form, and include contractual liability. The policy shall be amended to include the following extensions of coverage: 1.Exclusions relating to the use of explosives, collapse, and underground damage to property shall be removed. 2.The policy shall provide thirty (30) days notice of cancellation to LPA. 3.The CONSULTANTshall name the LPA as an additional insured. III.Automobile Liability The CONSULTANT shall obtain automobile liability insurance covering all owned, leased, borrowed, rented, or non-owned autos used by employees or others on behalf of the CONSULTANT for the conduct of the CONSULTANTÓs business, for an amount not less than $1,000,000.00 Combined Single Limit for Bodily Injury and Property Damage. The term ÐautomobileÑ shall include private passenger autos, trucks, and similar type vehicles licensed for use on public highways. The policy shall be amendedto include the following extensions of coverage: 11 DocuSign Envelope ID: CEA83F85-65D2-45C8-BC3D-09F809D7F660 Version6-8-2017 1.Contractual Liability coverage shall be included. 2.The policy shall provide thirty (30) days notice of cancellation to the LPA. 3.The CONSULTANTshall name the LPA asan additional insured. IV.Watercraft Liability (When Applicable) 1.When necessary to use watercraft for the performance of theCONSULTANTÓs Servicesunder the terms of this Contract, either by theCONSULTANT, or any SUB-CONSULTANT, theCONSULTANTor SUB-CONSULTANT operating the watercraft shall carry watercraft liability insurance in the amount of $1,000,000 Combined Single Limit for Bodily Injury and Property Damage, including Protection & Indemnity where applicable. Coverage shall apply to owned, non- owned, and hiredwatercraft. 2.If the maritime laws apply to any work to be performed by theCONSULTANT under the terms of the agreement, the following coverage shall be provided: a.United States Longshoremen & Harbor workers b.Maritime Coverage -Jones Act 3.The policy shallprovide thirty (30) days notice of cancellation tothe LPA. 4.The CONSULTANTor SUB-CONSULTANT shall name the LPA as an additional insured. V.Aircraft Liability (When Applicable) 1.When necessary to use aircraft for the performance of theCONSULTANT Ós Servicesunder the terms of this Contract, either by theCONSULTANTor SUB- CONSULTANT, theCONSULTANTor SUB-CONSULTANT operating the aircraft shall carry aircraft liability insurance in the amount of $5,000,000 Combined Single Limit for Bodily Injury and Property Damage, including Passenger Liability. Coverage shall apply to owned, non-owned and hired aircraft. 2.The policy shall provide thirty (30) days notice of cancellation to the LPA. 3.The CONSULTANTor SUB-CONSULTANT shall name the LPA as an additional insured. 22.Merger and Modification.This Contract constitutes the entire agreement between the parties. No understandings, agreements or representations, oral or written, not specified within this Contract will be valid provisions of thisContact. This Contract may not be modified, supplemented or amended, in any manner, except by written agreement signed by all necessary parties. 23.Notice to Parties:Any notice, request, consent or communication (collectively a ÐNoticeÑ) under thisAgreement shall be effective only if it isin writing and (a) personally delivered; (b) sent by certified or registered mail, return receipt requested, postage prepaid; or (c) sent by a nationally recognized overnight delivery service, with delivery confirmed and costs of delivery being prepaid, addressed as follows: 12 DocuSign Envelope ID: CEA83F85-65D2-45C8-BC3D-09F809D7F660 Version6-8-2017 Notices to the LPAshall be sent to: Notices to theCONSULTANTshall be sent to: CHA Consulting, Inc. 3 Winners Circle Albany, NY 12205 Attn: Legal Department or to such other address or addresses as shall be furnished in writing by any party to the other party. Unless the sending party has actual knowledge that aNotice was not received by the intended recipient, a Notice shall be deemed to have been given as of the date (i) when personally delivered; (ii) three (3) days after the date deposited with the United States mail properly addressed; or (iii) the next day when delivered during business hours to overnight delivery service, properly addressed and prior to such delivery serviceÓs cut off time for next day delivery. The parties acknowledge that notices delivered by facsimile or by email shall not be effective. 24.Order of Precedence; Incorporation by Reference. Any inconsistency or ambiguity in this Contract shall be resolved by giving precedence in the following order: (1) This Contractand attachments,(2)RFP document, (3)the CONSULTANT Ós response to the RFP document, and (4) attachments prepared by theCONSULTANT. All of the foregoing are incorporated fully by reference. 25.Ownership of Documents and Materials.All documents, records, programs, data, film, tape, articles, memoranda, and other materials not developed or licensed by theCONSULTANTprior to execution of this Contract, but specifically developed under this Contract shall be considered Ðwork for hireÑ and theCONSULTANTassigns andtransfers any ownership claim to the LPA and all such materials (ÐWork Product) will be the property of the LPA.The CONSULTANT agrees to execute and deliver such assignments or other documents as may be requested by the LPA. Use of these materials, other than related to contract performance by theCONSULTANT, without the LPAÓs prior written consent, is prohibited. During the performance of this Contract, theCONSULTANTshall be responsible for any loss of or damage to any of the Work Product developedfor or supplied by INDOT and used to develop or assist in the Servicesprovided herein while any such Work Product is in the possession or control of theCONSULTANT. Any loss or damage thereto shall be restored at theCONSULTANT Ós expense. TheCONSULTANTshall provide the LPA full, immediate, and unrestricted access to the Work Product during the term of this Contract. The CONSULTANT represents,to the best of its knowledge and belief after diligent inquiryandother than as disclosed in writing prior toor contemporaneously with the execution of this Contract by the CONSULTANT, that the Work Product does not infringe upon or misappropriate the intellectual property or other rights of any third party. The CONSULTANT shall not be liable for the use of itsdeliverables describedin Appendix ÐAÑ on other projects without the express written consent of the CONSULTANTor as provided inAppendix ÐAÑ. The LPA acknowledges that it has no claims to any copyrights not transferred to INDOT under this paragraph. 26.Payments.All payments shall be made in arrears and in conformance with the LPAÓs fiscal policies and procedures. 27.Penalties, Interest and Attorney's Fees. The LPA will in good faith perform its required obligations hereunder, and does not agreeto pay any penalties, liquidated damages, interest, or attorney'sfees, except as required by Indiana lawin part, IC 5-17-5, I. C. 34-54-8, and I. C. 34-13-1. 13 DocuSign Envelope ID: CEA83F85-65D2-45C8-BC3D-09F809D7F660 Version6-8-2017 PollutionControlRequirements. If this Contract isfor$100,000 or more, the CONSULTANT: Stipulatesthatany facility to be utilized in performance underor to benefit from this Contract is not listed on theEnvironmentalProtection Agency (EPA) ListofViolating Facilities issued pursuantto the requirements of theClean Air Act, as amended,and the FederalWater Pollution Control Act,as amended; Agrees to comply with alloftherequirements of section114 of theClean Air Actand section 308 of theFederalWaterPollution Control Act, and all regulations and guidelines issued thereunder;and Stipulatesthat,as a condition of federalaid pursuant to this Contract, it shall notify INDOT and the FederalHighwayAdministration of thereceiptofany knowledge indicating that a facility to be utilized in performance underorto benefit from this Contract is under consideration to belistedon the EPAListing of ViolatingFacilities. Severability.Theinvalidityofanysection,subsection,clauseorprovisionofthisContractshallnot affectthevalidity of theremainingsections, subsections, clauses or provisions of this Contract. Statusof Claims.TheCONSULTANTshallgivepromptwritten notice totheLPAanyclaimsmade fordamagesagainsttheCONSULTANTresultingfromServicesperformedunderthisContractand shallberesponsibleforkeepingtheLPAcurrentlyadvisedastothestatusofsuchclaims.The CONSULTANTshallsend notice ofclaims related to work under this Contract to: Sub-consultantAcknowledgement.TheCONSULTANTagreesandrepresentsandwarrantstothe LPA,thattheCONSULTANTwillobtainsignedSub-consultantAcknowledgementforms,fromall SUB-CONSULTANTSprovidingServicesunderthisContractortobecompensatedforServices throughthisContract.TheCONSULTANTagreestoprovidesignedoriginalsoftheSub-consultant Acknowledgementform(s)totheLPAforapprovalpriortoperformanceoftheServicesby any SUB- CONSULTANT. SubstantialPerformance. This Contractshall be deemed to be substantially performed only when fully performed according to its terms and conditionsandany modification orAmendmentthereof. Taxes. The LPAwillnot be responsible for any taxes levied on the CONSULTANTas a resultof this Contract. TerminationforConvenience. TheLPAmayterminate,inwholeorinpart,whenever,foranyreason,whentheLPA determinesthatsuchterminationisinitsbestinterests.Terminationorpartialterminationof ServicesshallbeeffectedbydeliverytotheCONSULTANTofaTerminationNoticeatleast fifteen(15)dayspriortotheterminationeffectivedate, specifying theextenttowhich performanceofServicesundersuchterminationbecomeseffective.TheCONSULTANTshall becompensatedforServicesproperlyrenderedpriortotheeffectivedateoftermination.The LPAwillnot be liableforServicesperformedaftertheeffectivedate of termination. If the LPAterminatesorpartiallyterminatesthisContractforanyreasonregardlessofwhether itisforconvenienceorfordefault,thenand in suchevent,alldata,reports,drawings,plans, sketches, sections andmodels,allspecifications, estimates, measurementsanddatapertaining totheproject,preparedunderthetermsorinfulfillmentofthisContract,shallbedelivered 14 DocuSign Envelope ID: CEA83F85-65D2-45C8-BC3D-09F809D7F660 Version6-8-2017 Termination for Default. Withthe provision of twenty (20) days written notice to the CONSULTANT, the LPA may terminatethis Contract inwhole or in part if the CONSULTANT fails to: Correct or cure any breach of this Contract within such time, provided that if such cure is not reasonably achievable in such time, the CONSULTANT shall have up to ninety (90) days from such notice to effect such cure ifthe CONSULTANT promptly commences and diligently pursues such cure assoon as practicable; Deliver the supplies or perform the Services within the time specified in this Contractorany amendment orextension; Make progress soas to endanger performance ofthis Contract; or Perform any of the other provisions of this Contract to be performed bythe CONSULTANT;or ifanyrepresentation or warranty of theCONSULTANT isuntrue or inaccurateinany materialrespectatthetime made or deemed to bemade. If the LPA terminates this Contract in whole or in part, it may acquire, under the terms and in the manner the LPA considers appropriate, supplies or services similar to those terminated, and the CONSULTANT will be liable to the LPA for any excess costs for those supplies or services. However, the CONSULTANT shall continuethe work not terminated. The LPA shall pay the contract price for completed supplies delivered and Services accepted. The CONSULTANT and the LPA shall agree on the amount of payment for manufactured materials delivered and accepted and for the protection and preservation of the property. Failure to agree will be a dispute under the Disputes clause (see Section 13). The LPA may withhold from the agreed uponprice for Services any sum the LPA determine necessary to protectthe LPA against lossbecauseofoutstanding liens orclaims of formerlien holders. The rights and remedies of the LPA in this clause are in addition to any other rights and remedies provided by law orequity or under this Contract. Default by the LPA.If the CONSULTANT believes the LPA is in default of this Contract, it shallprovidewritten notice immediately to theLPAdescribing such default. If the LPAfails to take steps to correct or cure any material breach of this Contract within sixty (60) days after receipt of such written notice, the CONSULTANT may cancel and terminate this Contract and institute the appropriate measures to collect monies due upto and including the date of termination,including reasonable attorney fees and expenses, provided that if such cure is not reasonably achievable in such time, the LPA shall have upto one hundred twenty (120) days from such notice to effect such cure if the LPA promptly commences and diligently pursues such cure as soonas practicable. The CONSULTANT shall be compensated for Services properly rendered prior to the effective date of such termination. The CONSULTANT agrees thatit has no rightoftermination for non-materialbreaches by the LPA. 15 DocuSign Envelope ID: CEA83F85-65D2-45C8-BC3D-09F809D7F660 Version6-8-2017 36.Waiver of Rights.No rights conferred on either party under this Contract shall be deemed waived, and no breach of this Contract excused, unless such waiver or excuse is approved in writing and signed by the party claimed to have waived such right. Neither the LPAÓs review, approval or acceptance of, nor payment for, the Servicesrequired under thisContract shall be construed to operate as a waiver of any rights under this Contract or of any cause of action arising out of the performance of this Contract, and theCONSULTANTshall be and remain liable to the LPA in accordance with applicable law for all damages to the LPA caused by theCONSULTANT'snegligent performance of any of the Servicesfurnished under this Contract. 37.Work Standards/Conflicts of Interest.TheCONSULTANTshall understand and utilize all relevant INDOT standards including,but not limited to,the most current version of the Indiana Department of Transportation Design Manual, where applicable, and other appropriate materials and shall perform all Servicesin accordance with the standards of care, skill and diligence required in Appendix ÐAÑ or, if not set forth therein, ordinarily exercised by competent professionals doing work of a similar nature. 38.No Third-Party Beneficiaries.This Agreement is solely for the benefit of the partieshereto. Other than the indemnityrights under this Contract, nothing contained in this Agreement is intended or shall be construed to confer upon any person or entity (other than the parties hereto) any rights, benefits or remedies of any kind or character whatsoever. 39.No Investment in Iran.As required by IC 5-22-16.5, the CONSULTANT certifies that the CONSULTANT is not engaged in investment activities in Iran. Providing false certification may result in the consequences listed in IC 5-22-16.5-14, including termination of this Contract and denial of future state contracts, as well as an imposition of a civil penalty. 40.Assignment of Antitrust Claims. The CONSULTANT assigns to the State all right, title and interest in and to any claims the CONSULTANT now has, or may acquire, under state or federal antitrust laws relating to the products or services which are the subject of this Contract. Remainder of Page Intentionally Left Blank\] 16 DocuSign Envelope ID: CEA83F85-65D2-45C8-BC3D-09F809D7F660 Version6-8-2017 Non-Collusion. The undersigned attests, subject to the penalties for perjury, that he/she is the CONSULTANT, or that he/she is the properly authorized representative, agent, member or officer of the CONSULTANT, that he/she has not, nor has any other member, employee, representative, agent or officer of the CONSULTANT, directly or indirectly, to the best of his/her knowledge, entered into or offered to enter into any combination, collusion or agreement to receive or pay, and that he/she has not received or paid, any sum of money or other consideration for the execution of this Contract other than that which appears upon the face of this Contract. Furthermore, iftheundersigned hasknowledge thatastate officer, employee, orspecial state appointee, asthose terms aredefined inIC §4-2-6-1, hasafinancial interest intheContract, theParty attests to compliance withthedisclosure requirements inIC §4-2-6-10.5. In Witness Whereof, the CONSULTANT and the LPA have, through duly authorized representatives, entered into this Contract. The parties having read and understand the forgoing terms of this Contract do by their respective signatures dated below hereby agree to the terms thereof. CONSULTANTLOCAL PUBLIC AGENCY CHA Consulting, Inc. City of Carmel Phil Stevens, Business Line Director James Brainard, Presiding Officer Lori Watson, Member Mary Ann Burke, Member Attest: Attest: Digitally signed by Minardi, Stephen M. Minardi, DN: cn=Minardi, Stephen M., ou=CO-ANY01, email=SMinardi@chacompanies.comStephenM. Date: 2023.09.13 09:42:41 -04'00' Stephen Minardi, Regional Counsel Sue Wolfgang, Clerk 17 DocuSign Envelope ID: CEA83F85-65D2-45C8-BC3D-09F809D7F660 Version6-8-2017 APPENDIX "A" SERVICES TO BE FURNISHED BY CONSULTANT: In fulfillment of this Contract, the CONSULTANT shall comply with the requirements of the appropriate regulations and requirements of the Indiana Department of Transportation and Federal Highway Administration. The CONSULTANT shall be responsible for performing the following activities: A.Engineering Personnel For the fulfillment of all services outlined in SectionB below, The CONSULTANT will provide one (1) fulltime Resident Project Representative, and Inspectors and clerical and secretarial personnel as required for a period of time necessary to complete the construction project and final construction report. The qualifications and experiences of personnel provided by the CONSULTANT are subject to approval by the Local Public Agency and the Indiana Department of Transportation and no personnel will be assigned to the project until Local Public Agency and Indiana Department of Transportation approval is obtained. The fulltime Resident Project Representative will take directions from and report to the Indiana Department ofTransportationÓs Area Engineer on all matters concerning contract compliance and administration. The fulltime Resident Project Representative will coordinate project activities with the Local Public AgencyÓs Project Coordinator and Indiana Department ofTransportationÓs Area Engineer. B.Description of Services 1.Construction Schedule: Review the construction schedule prepared by the Contractor for compliance with the Contract, and give to the Local Public Agency detailed documentation concerning its acceptability. 2.Conferences: Attend pre-construction conferences as directed by the Local Public Agency, arrange a schedule of progress meetings, and such other job conferences as required for the timely and acceptable conduct of the job, and submit such schedules prepared, to the Local Public Agency for notification to those who are expected to attend.Record for the Local Public Agency, as directed, minutes of such meetings. The CONSULTANT shall be available for conferences as requested by the Local Public Agency, State, and Federal Highway Administration to review working details of the project. The Local Public Agency, State and Federal Highway Administration may review and inspect the activities whenever desired during the life of the Agreement. 3.Liaison: Serve as the Local Public AgencyÓs liaison with the Contractor, working principally through the ContractorÓs field superintendent or such other person in authority as designated by the Contractor. Acting in liaison capacity, the fulltime Resident Project Representative shall be thoroughly familiar with the plans and specifications applicable to the project to ensure that all provisions therein are complied 18 DocuSign Envelope ID: CEA83F85-65D2-45C8-BC3D-09F809D7F660 Version6-8-2017 with. Any deviation observed shall be reported to the Local Public Agency and Indiana Department of Transportation bythe fulltime Resident Project Representative. 4.Cooperatewith the Local Public Agency in dealing with the various, Federal, State and Local Agencies having jurisdiction over the project. 5.Assistthe Local Public Agency and Indiana Departmentof Transportation in obtaining from the Contractor alist of his proposed suppliers and sub-contractors. 6.Assistthe Local Public Agency and Indiana Department of Transportation in obtaining from the Contractor additional details or information when neededat the job site for proper execution ofwork. 7.EquipmentÎFurnish all equipment necessary to sample and test materials in accordance with Indiana Department of TransportationÓs procedures. 8.SamplesÎObtain field samples of materials delivered to the siteas required by the State and deliver such samples to the appropriate Indiana Department of Transportation laboratory office. 9.Shop Drawings: a.Receive and review shop drawings and falsework drawingsper INDOT Construction Memorandum 17-14. b.Reviewapprovedshop and falsework drawings, specifications and other submissions, record receipt of this data, maintain a file of all drawings and submissions, and check construction for compliance in accordance with the Contract Documents. c.Alert the ContractorÓs fieldsuperintendent when it is observed that materials or equipment are being or about to be usedor installed before approval of shop drawings or samples, where such are required, and advise the Local Public Agency and Indiana Department of Transportation whenhe believes it is necessary to disapprove work as failing to conform to the Contract Documents. 10.Review of Work, Inspection and Tests: a.Conduct on-site inspections for the Local Public Agency of the work in progress as a basis for determining that the project is proceeding in accordance with the Contract Documents. b.Provide on-site acceptance testing of materials in the manner and extent prescribed by the latest edition of the Indiana State Highway Commission Construction Manual and in accordance with currentaccepted practices. c.Accompany visiting inspectors, representing Local, State or Federal Agencies having jurisdiction over the project, and report details of such inspection to the Local Public Agency and Indiana Department of Transportation. d.Verify that required testing has been accomplished. 11.Modification: Consider and evaluate the ContractorÓssuggestions for modifications in drawings and/or specifications and report them with recommendations to the Local Public Agency and Indiana Department of Transportation. 12.Records: a.Prepare and maintain atthe job site orderly files of correspondence, reports of job conferences, shop drawings and other submissions,reproductions of original Contract Documents, including all addenda, change orders and additional drawings subsequent to the award of the Contract, progress reports and other project related documents. b.Keep a diary orlog book, recording hours on the job site, weather conditions, list of visiting officials, decisions, general observations, and specific observations 19 DocuSign Envelope ID: CEA83F85-65D2-45C8-BC3D-09F809D7F660 Version6-8-2017 with regard to test procedures. Upon request furnish copies of such a diary or logbook to the Local Public Agency. c.Maintain for the Local Public Agency, arecord of names, addresses and telephone numbers of all sub-contractors and major materialsuppliers. d.Maintain a set of drawings on which authorized changes are notes, and deliverto the Local Public Agency upon request, but in any event at the completion of the project. e.Prepare the Final Construction Record and Final Estimate as required by the Indiana Department of Transportation and the Local Public Agency. 13.Reports: Furnish to theIndiana Department of Transportation and the Local Public Agency at periodic intervals, as required, progress reports of the project, including the ContractorÓs compliance with the approved construction schedule. 14.Progress Estimates: Prepare progress estimates for periodic partial payments to the Contractor and deliver to the Local Public Agency and Indiana Department of Transportation for review and processing. The payments to the Contractor will be based on estimates ofthe value of work performed and materials complete in place in accordance with the contract. 15.Project Responsibility: The Resident Project Representative will be responsible for the documentation of pay quantities and estimates, and the maintenance of appropriate records related to theconstruction of this project. 16.Work Schedule and Suspension: The CONSULTANTÓs crew will be required to regulate their work week to conform to the ContractorÓs hours in accordance with the directions of the Indiana Department ofTransportationÓs Area Engineer. If work on the construction project is suspended and all matters concerning contract compliance and administration are complete, the services of the CONSULTANT may also be suspended without cost to the project. 17.Contract Administration:The CONSULTANT will administer the contract in accordance with Indiana Department of TransportationÓs procedures. 18.Conflict of Interest: The CONSULTANT acknowledges and agrees thatthe CONSULTANT, a firm associated with the CONSULTANT, or an individual associated with theCONSULTANT cannot accept or perform any work (including but not limited to construction engineering, production staking, falsework drawings, shop drawings) for theContractor, material supplier of the Contractor or for any of the ContractorÓs subcontractors on this project. For purposes of this section afirm is associated with the CONSULTANT if the firm and the CONSULTANT have a common director, common officer ora common owner. For purposes of this section an individual is associated with the CONSULTANT if the individual is an employee of the CONSULTANT or anemployee ofa firm associated with the CONSULTANT. For purposes of this section the following definitions shall be used: DirectorÎAny member of the board ofdirectors ofa corporation. OfficerÎThe president, secretary, treasurer, or such other officers asmay be prescribed by the corporationÓs bylaws. OwnerÎasole proprietor,any partner in apartnership, or any shareholder of a corporation. 20 DocuSign Envelope ID: CEA83F85-65D2-45C8-BC3D-09F809D7F660 Version6-8-2017 APPENDIX "B" INFORMATION AND SERVICES TO BE FURNISHED BY THE LPA: The LPAshall furnish the CONSULTANT with the following: 1.Local Public Agency shall designate an employee as Project Coordinator to coordinate activities between Consultant, INDOT and the Local Public Agency. 2.Assistance to the CONSULTANT by placing at his disposal all available information pertinent to the project. 21 DocuSign Envelope ID: CEA83F85-65D2-45C8-BC3D-09F809D7F660 Version6-8-2017 APPENDIX "C" SCHEDULE: No work under this Contract shall be performed bythe CONSULTANT until the CONSULTANT receives a written notice to proceed from the LPA. All work by the CONSULTANT under this Contract shall be completed and delivered to the LPAfor review and approval within the approximate time periods shown in the following submission schedule: A.The CONSULTANT will be prepared to begin the work under thisAgreement within five (5) days after a letter of notification to proceed is received from the Local Public Agency. The CONSULTANT shall complete and deliver the final construction record and final estimate to the District Director within forty-five (45)calendar days after the ContractorÓs last day of work. In accordance with the contractors estimated work schedule the estimated contractcompletion date is November15, 2025. 22 DocuSign Envelope ID: CEA83F85-65D2-45C8-BC3D-09F809D7F660 Version6-8-2017 APPENDIX "D" Compensation: A.Amount of payment 1.CONSULTANT shall receive aspayment for the work performed under this Contract the total amount not toexceed $343,085.98_unless a supplement is executed by the parties that increases the maximum amount payable. 2.CONSULTANT will be paid for the actual hours of work performed exclusively on the Contract in accordance with the following negotiated hourly billing rates per classification up to the not to exceed amount as indicated in Appendix D.A.1 and in accordance with contractors estimated construction time line as stated in Appendix C.Future years rates were calculated at 3.0% increase for estimate purposes, but will followINDOTÓsECI for each yearly increase. CHA Consulting Rates: t a w 9 L L L Shrewsberry2024Rates: Inspector 1 $95.95/HR Inspector 2 $130.86/HR 3.For those services performed by the CONSULTANT, theCONSULTANT will be reimbursed the direct non-salary costs (the actual costs of such out-of-pocket expenses directly attributable to the Contract such as fares,round trip mileage from the CONSULTANTÓs personal place of residence to the assigned job site including the mileage at the job site,long distance calls, equipment rentals, reproductions, etc.) as approved by INDOT and the LOCAL PUBLIC AGENCY. The directnon-salary costs for travel reimbursement shall not exceed the limitations on travel expenses set out in the current State of Indiana policy on travel reimbursement. As of the date of this contract the mileage reimbursement rate is $0.49per mile. 4.For those services performed byother than the CONSULTANT, the CONSULTANT will be reimbursed for theactual invoice for the services performed by other than the CONSULTANT, provided that each such invoice shall be subject to approval as reasonable by the LOCALPUBLIC AGENCY prior to anyreimbursement thereof. 23 DocuSign Envelope ID: CEA83F85-65D2-45C8-BC3D-09F809D7F660 Version6-8-2017 5.The CONSULTANT shall submit monthly timesheets for each employee working on the Contract to the LOCAL PUBLIC AGENCY. Hours worked by the employee shall berecorded to the nearest 0.25 hour. 6.The CONSULTANT shall not bill for overtime premium for any individual until forty hours have been worked on the Contract for the week by that individual. Holiday hours not worked on the Contract do not apply to the forty hour weekly total. B.Method of payment 1.The CONSULTANT may submit a maximumof one invoice voucher per calendar month for work covered under this Contract. The invoice vouchers shall besubmitted to the LOCAL PUBLIC AGENCY. 2.The invoice vouchers shall represent the value, to the LOCAL PUBLIC AGENCY, ofthe partially completed work as of the dateof the invoice voucher. When submitting an invoice, the CONSULTANT shall furnish a copyof records showing the individuals who worked on the Contract during the month, their classification, the number of hours worked since the last invoice voucher was submitted, and the hourly rate. 3.If theLOCAL PUBLIC AGENCY does not agree with the amount claimed by the CONSULTANT on an invoice voucher, the LOCAL PUBLIC AGENCY will send the CONSULTANTA a letter by regular mailand list the differences between actual andclaimed progress. The letter will besent to the CONSULTANTÓs address on page 1 of thisContract orthe CONSULTANTÓs last known address. 4.If, prior to the satisfactory completion of the services under this Contract, the total of the costs incurred by theCONSULTANT is within ten percent (10%) of the maximum amount payable, the CONSULTANT shall notify INDOT and the LOCAL PUBLIC AGENCY and the status will beevaluated. 5.The CONSULTANT shall submit to INDOT and the LOCAL PUBLIC AGENCY alist ofpersonnel,along with job classification and salary, the firm is planning to use on work covered by this Contract. No additions in personnel or changes in personnel salaries shall be effective for purpose of this Contract until approved by INDOT and the LOCAL PUBLICAGENCY. 24 DocuSign Envelope ID: CEA83F85-65D2-45C8-BC3D-09F809D7F660 FEE SUMMARY PROJECT:106th&Hazel Del RAB CLIENT:City of Carmel FEETASKDESCRIPTION: CHA ConsultingHOURLY NTE$ 322,908.63 ShrewsberryHOURLY NTE$ 17,666.10 Expenses$ 2,511.25 Sub-Total =$ 343,085.98 Total Not-to-Exceed Fee =$ 343,085.98 DocuSign Envelope ID: CEA83F85-65D2-45C8-BC3D-09F809D7F660 1,999.32 $1,999.32 $8,064.50 $1,506.75 $1,004.5025,302.44 $25,302.44 $31,628.05 $49,100.94 $58,335.55 $50,476.84 $31,434.84 $31,628.05 $25,302.44 2,511.25340,574.73 $340,574.73TOTALTASK340,574.73 $343,085.98DOLLARS Page 1of1 121250 164164205339455404204205164 2,3782,378 TOTALTASKHOURS 200200400 95.21CHA 0.490 $0.49038,084.00InspectorConstructionInspection 135135 130.86 NightDaysxMi./Trip xMi./Trip x17,666.10Inspector2Shrewsberry 44445454454STAFFHOURSBYCLASSIFICATION1057 1510193.21 ProjectManager 11,012.97 8840 160160200200250200200200160 1,786 153.31 Trips xTrips xNights xResidentEngineerPersonsx273,811.66 226 202025202520202520 205205TripsNo. Of 106th & Hazel DelRABManhour FeeJustification SUBTOTAL: DESCRIPTION PROJECT:DESCRIPTION:MeetingsInspection PerMonth TOTALSALARYCOSTS:DIRECT EXPENSESTOTALDIRECTEXPENSES:GRAND TOTAL : Preconstruction ConferenceFinal InspectionFinal Construction RecordMarch '24April '24May '24June '24July '24August '24September '24October '24November '24TOTAL HOURS (2019):BILLINGRATEPERHOUR (2019Rates)TotalsMileage toproject site for staffMileage atproject siteMealsLodgingReproduction Costs/Supplies DocuSign Envelope ID: CEA83F85-65D2-45C8-BC3D-09F809D7F660 20232024BILLINGRATETABLE OverheadEffectiveDate:07/01/23 ProjectNumber&Description:230050CHACityofCarmel106th&HazelDellRoundaboutConstructionInspection 2023 2023GROUP 2023GROUPGROUPHOURLY HOURLY2023GROUPHOURLYLABOR2024 2023GROUPLABORRATEHOURLYLABORRATERATETIMESHOURLY HOURLYLABORXOVERHEADLABORRATE+OHxCOSTOFBILLING GROUPCLASSIFICATIONS/STAFFTYPESRATE@+OHPROFIT@MONEY@RATE 194.19%15.00%0.47%3.00% MANAGEMENT Principal7$86.48$167.94$254.41$38.16$0.41$301.77 ENGINEERING Engineer7$104.90$203.71$308.61$46.29$0.49$366.05 Engineer6$82.38$159.97$242.35$36.35$0.39$287.46 Engineer5$76.02$147.62$223.63$33.54$0.36$265.26 Engineer4$65.29$126.79$192.08$28.81$0.31$227.84 Engineer3$52.26$101.49$153.75$23.06$0.25$182.37 Engineer2$44.41$86.24$130.65$19.60$0.21$154.97 Engineer1$37.62$73.05$110.67$16.60$0.18$131.28 Designer5$58.01$112.65$170.66$25.60$0.27$202.42 Designer4$49.25$95.65$144.90$21.74$0.23$171.87 Designer3$40.50$78.65$119.15$17.87$0.19$141.33 Designer2$30.30$58.84$89.14$13.37$0.14$105.73 Designer1$28.84$56.01$84.85$12.73$0.14$100.64 CADDDrafter2$25.43$49.38$74.81$11.22$0.12$88.73 CADDDrafter1$21.30$41.36$62.66$9.40$0.10$74.32 LANDSCAPEARCHITECTURE LandscapeArchitect6$59.35$115.25$174.60$26.19$0.28$207.10 LandscapeArchitect5$55.29$107.37$162.66$24.40$0.26$192.94 LandscapeArchitect4$39.81$77.31$117.12$17.57$0.19$138.92 LandscapeArchitect3$33.65$65.35$99.01$14.85$0.16$117.44 LandscapeArchitect2$33.00$64.08$97.08$14.56$0.16$115.15 LandscapeArchitect1$27.56$53.52$81.08$12.16$0.13$96.17 CONSTRUCTIONSERVICES Inspector5$85.97$166.95$252.92$37.94$0.40$299.99 Inspector4$66.06$128.27$194.33$29.15$0.31$230.50 Inspector3$46.14$89.60$135.74$20.36$0.22$161.01 Inspector2$37.50$72.82$110.32$16.55$0.18$130.86 Inspector1$27.50$53.40$80.90$12.13$0.13$95.95 SUPPORT Administration6$62.50$121.37$183.87$27.58$0.29$218.10 ProjectManager5$84.87$164.81$249.68$37.45$0.40$296.16 Administration4$46.02$89.37$135.39$20.31$0.22$160.59 Administration3$50.00$97.10$147.10$22.06$0.24$174.48 Administration2$27.16$52.74$79.90$11.99$0.13$94.78 Administration1$22.36$43.42$65.78$9.87$0.11$78.03 Intern$22.00$42.72$64.72$9.71$0.10$76.77 AsverifiedandApprovedastothedateindicated. Signed:____________________________________________8/18/2023 DocuSign Envelope ID: CEA83F85-65D2-45C8-BC3D-09F809D7F660 100North Senate Avenue PHONE: (855) 463-6848 EricHolcomb, Governor Room N758-PQ MichaelSmith, Commissioner Indianapolis, Indiana 46204 August 14, 2023Prequalification Section 317) 232-5094 AndyHahn CHAConsulting, Inc. 201N. IllinoisSt. Ste800 Indianapolis, IN46204 Re: ConsultantPrequalification DearAndyHahn: TheConsultantPrequalificationFinancialUpdate Applicationsubmittedon7/27/2023andyourGeneral/Technical RenewalApplicationsubmittedon8/1/2023havebeenreviewedbythisoffice. Yourfirmhasbeenprequalifiedto provide consultingservices totheIndiana DepartmentofTransportation (INDOT) inthe workgroupslisted onthe attachedWorkTypeCertification, effective08/14/2023. Thisapprovalsupersedesanypreviousapprovalfor prequalification, butissubjecttorevisionormodificationinaccordancewith themostcurrenteditionoftheINDOT Consultant PrequalificationManual. YourFinancialapproval willexpireon06/30/2024. YourGeneral/Technical approvalwillexpireon07/31/2025. YourFirm'sannualcontractingcapacityfor theCPAAuditLevelis $259,767,448.00forthefiscalperiodthatended on12/31/2022. Yourfirmwas approvedforthisfinanciallevelasnotifiedseparatelybytheExternalAuditSection. Therequestedand approvedfinancial leveldeterminesthefirmsservice limitationsasstatedintheINDOT ConsultantPrequalificationManual. Consultantfirms mustsubmittheirannualfinancialapplicationwithin180 calendardaysoftheend ofeachfiscalyear. You arerequiredto submita modificationapplication intheeventofanychangesinfirmownership, firmaddress, formofbusinessentityunderwhich thefirmoperates, manpowersignificantenough toaffectthefirm'squalifications or capacity (oroperationsoflaboratories, facilities, etc.), financialstatus (suchasfilingforbankruptcy), or anyother changewhichaffects anelement INDOTconsiderswhen prequalifyingaconsultant. TheConsultant mustnotify INDOT within 15 days of any change in the information provided in its Prequalification Application and to submit a modificationapplication inatimelymanner. Failuretosubmitamodificationapplicationwithin15daysafterthe initialnotificationwillresult inthelossoftheConsultantsPrequalificationStatus. PleasecontactMr. JohnLeming, ConsultantPrequalification ResearchAnalystat317-234-4917 ifyouhaveany questionsonthismatter. Respectfully, cc: PrequalificationFile CrystalM. Weaver, P.E. ExternalAudit PrequalificationEngineer www.in.gov/dot/ An Equal Opportunity Employer DocuSign Envelope ID: CEA83F85-65D2-45C8-BC3D-09F809D7F660 Prequalified Work Type Certification Issued By Indiana Department of Transportation 08/14/2023DatePrinted: CHAConsulting, Inc. Valid Work Groups 08/14/202307/31/2025Effective:Expires on: WorkTypeCodeWork TypeDescriptionQualifyingPerson(s) 2.2Traffic Forecasting Andrews, Ted 3.1Non-Complex Traffic Capacity and Operations Analysis Andrews, Ted 3.2Complex Traffic Capacity and Operations Analysis Andrews, Ted 4.1Traffic Safety Analysis Andrews, Ted 5.1 Environmental Document Preparation -EA/EIS Elmore, Summer 5.2Environmental Document Preparation -CE Elmore, Summer 5.3Environmental Document Preparation -Section 4(f) Elmore, Summer 5.4Ecological Surveys Elmore, Summer 5.5Wetland Mitigation Elmore, Summer 5.6Waterway Permits Elmore, Summer 5.8Noise Analysis and Abatement Design Lamb, Cory R 5.13ESA Screening and Phase I ESA Ruble, Ashley 5.14 Phase II ESA and Further Site Investigation/Corrective Action Fowler, Seth 8.1Non-Complex Roadway Design Stroebel, Samantha 8.2Complex Roadway Design Ellis, Kyle Stroebel, Samantha www.in.gov/dot/ An Equal Opportunity Employer DocuSign Envelope ID: CEA83F85-65D2-45C8-BC3D-09F809D7F660 WorkTypeCodeWork TypeDescriptionQualifyingPerson(s) 8.3Roundabout Design Stroebel, Samantha 9.1Level 1 Bridge Design O'Rorke, Dan Papile, Anthony M 9.2Level 2 Bridge Design O'Rorke, Dan Papile, Anthony M 10.1Traffic Signal Design Andrews, Ted 10.2Traffic Signal System Design Andrews, Ted 10.3 Complex Roadway Sign Design Andrews, Ted 10.4Lighting Design Andrews, Ted 12.1Project Management for Acquisition Services Starling, Charles 13.1Construction Inspection Andres, Brian P Mahan, Cory 14.1Regular Bridge Inspection Mahan, Cory 14.2Complex Bridge Inspection Mahan, Cory 16.1Utility Coordination Dynes, Matthew D 17.2Small Structure and Pipe Hydraulic Design Stroebel, Samantha 17.3 Storm Sewer and Detention Design Stroebel, Samantha 17.4Bridge Hydraulic Design Detlefsen, Kristopher K Stroebel, Samantha 18.1Pavement Analysis-Design Services Starling, Charles cc: Prequalification File Crystal M. Weaver, P.E. Prequalification Engineer www.in.gov/dot/ An Equal Opportunity Employer DocuSign Envelope ID: CEA83F85-65D2-45C8-BC3D-09F809D7F660 100North Senate Avenue Eric Holcomb, Governor Room N749 Michael Smith, Commissioner Indianapolis, Indiana 46204 External Audit http://www.in.gov/indot/2846.htm Division of Economics, External Audit, andPerformance Metrics August 3, 2023 Re: Report onReview of Financial Prequalification submission 24-15-45 For Fiscal Year Ending: December 31, 2022 William McGregor, Corporate Controller CHA Consulting, Inc. 111 Winners Circle Albany, NY 12205 Dear Mr. McGregor: External Audit has reviewed the Financial Prequalification submittal by CHA Consulting, Inc. for thefiscal year ending December 31, 2022. This notice is to report the results ofthe financial review. For further information regarding the overall Prequalification status of your firm, including technical requirements, please contact the Prequalification Section directly. We reviewed an Indirect Cost Schedule and associated required documents for Financial Prequalification submitted for theCPA Audited Level as application #56071. Per theStambaugh Ness report, theIndirect Cost Schedule was audited in accordance with generally accepted government auditing standards issued bythe Comptroller General of the United States and 48 CFR Part 31, and expressed the opinion that these rates present fairly, in all material respects, the direct labor, fringe benefits, and general overhead of CHA Consulting, Inc. for the period ending December 31, 2022. The following rates are accepted: Home Office 133.62% Home Office FCCM 0.38% Field Office 107.21% Field Office FCCM 0.00% Indiana Department of Transportation (INDOT) accepts the use of these rates for invoicing of services provided during the firm’s fiscal period covered by this report, for contracts with or administered through the agency. Acceptance of these rates for this use does not constitute “establishment of a rate by acognizant agency” for the purpose of applying the regulations published in Title 23 CFR Sect. 172.7. INDOT also accepts theuse of these rates as provisional rates for estimating, negotiating and billing current contracts with or administered through the agency. This provisional rate acceptance expires June 30, 2024. Costs billed to contracts with federal participation are subject to audit for compliance with the cost principles contained in 48 CFR Part 31. With the financial prequalification accepted at the CPA Audited Level, this firm isnot restricted to total annual billings of less than $250,000.00 for acontract orcontracts with or administered through INDOT. Total wages and salaries (notincluding bonuses, profit share, company retirement contributions, or other unallowable forms of indirect compensation) were submitted as $78,682,379 Direct and $51,201,345 Indirect, for atotal of $129,883,724. www.in.gov/dot/ AnEqual Opportunity Employer DocuSign Envelope ID: CEA83F85-65D2-45C8-BC3D-09F809D7F660 100NorthSenateAvenue Eric Holcomb, Governor RoomN749 MichaelSmith, Commissioner Indianapolis, Indiana46204 Theauditedfinancialsubmissionforthisfirmdocumentstheseparationofdirect andunallowableindirectvehicle operatingcost, fromallowableindirectvehicle operatingcosts. This firmmaybilland bereimbursedfordirect miles billedforcontractedservicesinaccordancewithState statuteandpolicy. Issuesconcerningthefinancialdata submittedto theAgencyandtheallowableindirect costratesacceptedby ExternalAudit aresubjecttothefollowingprocedures. All CPAworkpapersused asthebasisto establishan audited overheadrate mustbe made availabletoINDOTforreviewatalocation ofmutualagreement, as determinedbyINDOTand theconsultantfirm. Theconsultantfirmnamedaboveissolelyresponsibleforall costsbilledbythefirm’s IndependentCPArelatedtothe reviewoftheauditor’swork papersbytheagency. INDOTandAmericanCouncilofEngineeringCompaniesagreedtotheimplementation ofaDisputeResolution ProcedureeffectiveJanuary 1, 2008. Firmswishing todisputetheindirectcostratesallowedby theagencymay requesta meetingwithNatalyaClark, ManagerofExternalAudit, (NClark@INDOT.IN.GOV). Thisletter isfor internaluseonlyandshallnotbe usedforanyother purpose. Occasionally, INDOTreceives requests fromother statetransportationagenciestosharethefinancial dataforfirmsprovidingfinancial prequalificationsubmissionstoouragency, andwemayrespond tothoserequests. Firmsoffering “engineering anddesignservices”, asdefinedunder 23USC112(b) (2) (A), whohave submittedfinancial datafor Prequalification with INDOTwillreceivea notificationfromExternalAuditsummarizinganysuchdata provided and identifyingtheagencyand contactperson receivingtheinformation. Ifyouhaveanyquestionsorconcernsregardingyour financialsubmission or theallowableindirectcostrate for yourfirm, youmaycontactExternal Auditdirectly. Sincerely, NatalyaClark, Managerof ExternalAudit Phone: 317-232-5472 NClark@indot.in.gov cc:AndyHahn, CHAConsulting, Inc. CrystalWeaver, Prequalification Engineer, INDOT JohnLeming, ConsultantPrequalification Analyst, INDOT www.in.gov/dot/ AnEqualOpportunityEmployer DocuSign Envelope ID: CEA83F85-65D2-45C8-BC3D-09F809D7F660 DocuSign Envelope ID: CEA83F85-65D2-45C8-BC3D-09F809D7F660