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HomeMy WebLinkAboutResurfacing of Hazel Dell Parkway 116th-146th 7\ APk1A-03i -1I00(p APPROVED M r 6 01 -09 ,1 LPA- CONSULTING CONTRACT AMERICAN RECOVERY AND REINVESTMENT ACT OF 2009 FUNDING This Contract "this Contract is made and entered into effective as of 2010 "Effective Date by and between City of Carmel, Indiana, acting by and through its proper officials "LOCAL PUBLIC AGENCY" or "LPA and CROSSROAD ENGINEERS, PC "the CONSULTANT" or "the Contractor a corporation organized under the laws of the State of Indiana. Des. No. 0901163 Project Description: Hazel Dell Parkway Resurfacing from 116` Street to 146 Street RECITALS WHEREAS, the LPA has entered into an agreement to utilize federal monies with the Indiana Department of Transportation "INDOT for a transportation or transportation enhancement project "the Project which Project Coordination Contract is herein attached as Attachment 1 and incorporated as reference; and WHEREAS, the LPA wishes to hire the CONSULTANT to provide services toward the Project completion more fully described in Appendix "A" attached hereto "Services WHEREAS, this Project will have funds provided through the "American Recovery and Reinvestment Act of 2009" "ARRA and WHEREAS, the LPA makes no representations or guarantees about funding beyond the contract period as this contract is being funded with one time dollars from the ARRA; and WHEREAS, because this Contract may be utilizing ARRA funds on job(s), the CONSULTANT will be required to comply with all aspects of the ARRA including but not limited to record keeping and reporting for each job utilizing ARRA funds; and WHEREAS, the CONSULTANT has extensive experience, knowledge and expertise relating to these Services; and WHEREAS, the CONSULTANT has expressed a willingness to furnish the Services in connection therewith. NOW, THEREFORE, in consideration of the following mutual covenants, the parties hereto mutually covenant and agree as follows: The "Recitals" above are hereby made an integral part and specifically incorporated into this Contract. SECTION 1 SERVICES BY CONSULTANT. The CONSULTANT will provide the Services and deliverables described in Appendix "A" which is herein attached to and made an integral part of this Contract. SECTION 11 INFORMATION AND SERVICES TO BE FURNISHED BY THE LPA. The information and services to be furnished by the LPA are set out in Appendix "B" which is herein attached to and made an integral part of this Contract. Version 6 -01 -09 SECTION 111 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 November 30, 2010. A schedule for completion of the Services and deliverables is set forth in Appendix "C" 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 "D" which is herein attached to and made an integral part of this Contract. The maximum amount payable under this Contract shall not exceed 179,277.14 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. 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 "FHWA 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 LPA's 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 in advance 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 "DBE SUB CONSULTANT must first be approved and receive written authorization from the LPA and INDOT's Economic Opportunity Division Director. 3. Audit. The CONSULTANT acknowledges that it may 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 is affixed hereto. 2 Version 6 -01 -09 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 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 sane 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 CONSULTANT'S 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 3 Version 6 -01 -09 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. iii. Work Specific Standards. The CONSULTANT and its SUBCONSULTANTS, if any, have obtained, will obtain and/or will maintain all required pemlits, 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 tern "principal" 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 SUBCONSULTANTS. The CONSULTANT's SUBCONSULTANTS 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 SUBCONSULTANT becomes debarred or suspended, and shall, at the LPA's request, take all steps required by the LPA to terminate its contractual relationship with the SUBCONSULTANT for work to be performed under this Contract. C. Violations. In addition to any other remedies at law or in equity, upon CONSULTANT'S 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 CONSULTANT's 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. 4 Version 6 -01 -09 8. Condition of Payment. The CONSULTANT must perform all Services under this Contract to the LPA's 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 LPA's reasonable satisfaction, inconsistent with this Contract or performed in violation of federal, state, or local law (collectively, "deficiencies until all deficiencies are remedied in a timely manner. 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 LPA's 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 at its 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. Non Discrimination and 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 the LPA 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 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 the LPA, as the sub recipient and INDOT, as the recipient, deem appropriate. B. During the performance of this Contract, the CONSULTANT agrees as follows: 5 Version 6 -01 -09 The CONSULTANT shall comply with the Regulations relative to nondiscrimination in Federally- assisted programs of the Department of Transportation Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time, (hereinafter referred to in this part as the Regulations), which are herein incorporated by reference and made a part of this Contract. ii. In the event of the CONSULTANT's noncompliance with the nondiscrimination provisions of this Contract, the LPA shall impose such sanctions as it, INDOT or the Federal Highway Administration may determine to be appropriate, including, but not limited to: (a) withholding of payments to the CONSULTANT under this Contract until the CONSULTANT complies, and /or (b) cancellation, termination or suspension of this Contract, in whole or in part. C. 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 a DBE firm listed in the Affirmative Action Certification must be requested in writing and receive prior approval by the LPA and INDOT's 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 "DBE -3 Form to INDOT's Economic Opportunity Division Director. The DBE -3 Forni requires certification by the CONSULTANT AND DBE SUB CONSULTANT that the committed contract amounts have been paid and received. 12. 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 12. 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 attorneys' fees and expenses) incurred by the LPA or the CONSULTANT as a result of such failure to proceed shall be borne by the CONSULTANT. C. If a party 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. 13. 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 it will 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: 6 Version 6 -01 -09 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's 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 in the workplace; (2) the CONSULTANT'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; iii. Notifying all employees in the statement required by subparagraph 13.B.i above 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 13.B.iii(2) above, or otherwise receiving actual notice of such conviction; v. Within thirty (30) days after receiving notice under subdivision 13.B.iii(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) 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 13.B.i through 13.B.v above. 14. 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 a Force 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. 15. Governing Laws. This Contract shall be construed in accordance with and governed by the laws of the State of Indiana and the suit, if any, 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. 16. Liability. If the CONSULTANT or any of its SUB CONSULTANTS fail to comply with any federal requirement which results in the LPA's 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. 17. Indemnification. The CONSULTANT agrees to indemnify the LPA, its officials, and employees, and to hold each of them harmless, from claims and suits including court costs, attorney's fees, and other 7 Version 6 -01 -09 expenses caused by any negligent act, en or omission of or by any recklessness or willful misconduct by, the CONSULTANT and /or its SUB CONSULTANTS, if any, under this Contract. The LPA shall not provide such indemnification to the CONSULTANT. 18. 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 workers' compensation insurance for its employees. 19. 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'S failure to fulfill its obligations under this Contract, to exercise 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 LPA's 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. D. The CONSULTANT shall be required to maintain in full force and effect, insurance as described below from the date of the first authorization to proceed until the LPA's acceptance of the work product. The CONSULTANT shall list both the LPA and INDOT as insureds on any policies. The CONSULTANT must 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 the CONSULTANT, its officers, employees, sub consultants or any agent of any of them, and the obligations of indemnification in Section 17 herein shall survive the exhaustion of limits of coverage and discontinuance of coverage beyond the term specified, to the fullest extent of the law. F. The CONSULTANT shall 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. 8 Version 6 -01 -09 1. Professional Liability Insurance The CONSULTANT must obtain and carry professional liability insurance as follows: For the LPA Prequalification Work Types 1.1, 12.2 -12.6 the CONSULTANTS shall provide not less than $250,000.00 professional liability insurance per claim and $250.000.00 aggregate for all claims for negligent performance. For Work Types 2.2, 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, 10.1 10.4, 11.1, 14.1 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. The CONSULTANT shall maintain the coverage for a period ending two (2) years after substantial completion of construction. 11. Commercial General Liability Insurance The CONSULTANT must 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, 14.1 14.5, the CONSULTANT shall 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 CONSULTANT shall name the LPA as an additional insured. 111. 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 CONSULTANT's business, for an amount not less than $1,000,000.00 Combined Single Limit for Bodily Injury and Property Damage. The term "automobile" shall include private passenger autos, trucks, and similar type vehicles licensed for use on public highways. The policy shall be amended to include the following extensions of coverage: 1. Contractual Liability coverage shall be included. 2. The policy shall provide thirty (30) days notice of cancellation to the LPA. 3. The CONSULTANT shall name the LPA as an additional insured. IV. Watercraft Liability (When Applicable) 1. When necessary to use watercraft for the performance of the CONSULTANT's Services under the terms of this Contract, either by the CONSULTANT, or any SUB CONSULTANT, the CONSULTANT shall carry watercraft liability 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 hired watercraft. 2. If the maritime laws apply to any work to be performed by the CONSULTANT under the terms of the agreement, the following coverage shall be provided: a. United States Longshoremen Harbor workers b. Maritime Coverage Jones Act 9 Version 6 -01 -09 3. The policy shall provide thirty (30) days notice of cancellation to the LPA. 4. The CONSULTANT shall name the LPA as an additional insured. V. Aircraft Liability (When Applicable) 1. When necessary to use aircraft for the performance of the CONSULTANT's Services under the terms of this Contract, either by the CONSULTANT or SUB CONSULTANT, the CONSULTANT shall carry aircraft liability 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 CONSULTANT shall name the LPA as an additional insured. 20. 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 this Contact. This Contract may not be modified, supplemented or amended, in any manner, except by written agreement signed by all necessary parties. 21. Notice to Parties: Any notice, request, consent or communication (collectively a "Notice under this Agreement shall be effective only if it is in 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: Notices to the LPA shall be sent to: CARMEL CITY HALL ATTN: CITY ENGINEER ONE CIVIC SQUARE CARMEL, INDIANA 46032 Notices to the CONSULTANT shall be sent to: CROSSROAD ENGINEERS, PC 3417 SHERMAN DRIVE BEECH GROVE, INDIANA 46107 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 a Notice 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 service's cut off time for next day delivery. The parties acknowledge that notices delivered by facsimile or by email shall not be effective. 22. 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 Contract and attachments, (2) RFP document, (3) the CONSULTANT's response to the RFP document, and (4) attachments prepared by the CONSULTANT. All of the foregoing are incorporated fully by reference. 23. Ownership of Documents and Materials. All documents, records, programs, data, film, tape, articles, memoranda, and other materials not developed or licensed by the CONSULTANT prior to execution of this Contract, but specifically developed under this Contract shall be considered "work for hire" and the CONSULTANT assigns and transfers any ownership claim to the LPA and all such materials "Work 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 l0 Version 6 -01 -09 to contract performance by the CONSULTANT, without the LPA's prior written consent, is prohibited. During the performance of this Contract, the CONSULTANT shall be responsible for any loss of or damage to any of the Work Product developed for or supplied by INDOT and used to develop or assist in the Services provided herein while any such Work Product is in the possession or control of the CONSULTANT. Any loss or damage thereto shall be restored at the CONSULTANT's expense. The CONSULTANT shall 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 inquiry and other than as disclosed in writing prior to or 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 its deliverables described in Appendix "A" on other projects without the express written consent of the CONSULTANT or as provided in Appendix "A The LPA acknowledges that it has no claims to any copyrights not transferred to INDOT under this paragraph. 24. Payments. All payments shall be made in arrears and in conformance with the LPA's fiscal policies and procedures. 25. Penalties, Interest and Attorney's Fees. The LPA 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, 1. C. 34 -54 -8, and 1. C. 34 -13 -1. 26. Pollution Control Requirements. If this Contract is for $100,000 or more, the CONSULTANT: i. Stipulates that any facility to be utilized in performance under or to benefit from this Contract is not listed on the Environmental Protection Agency (EPA) List of Violating Facilities issued pursuant to the requirements of the Clean Air Act, as amended, and the Federal Water Pollution Control Act, as amended; ii. Agrees to comply with all of the requirements of section 114 of the Clean Air Act and section 308 of the Federal Water Pollution Control Act, and all regulations and guidelines issued thereunder; and iii. Stipulates that, as a condition of federal aid pursuant to this Contract, it shall notify INDOT and the Federal Highway Administration of the receipt of any knowledge indicating that a facility to be utilized in performance under or to benefit from this Contract is under consideration to be listed on the EPA Listing of Violating Facilities. 27. Severability. The invalidity of any section, subsection, clause or provision of this Contract shall not affect the validity of the remaining sections, subsections, clauses or provisions of this Contract. 28. Status of Claims. The CONSULTANT shall give prompt written notice to the LPA any claims made for damages against the CONSULTANT resulting from Services performed under this Contract and shall be responsible for keeping the LPA currently advised as to the status of such claims. The CONSULTANT shall send notice of claims related to work under this Contract to: CITY ENGINEER CARMEL CITY HALL ONE CIVIC SQUARE CARMEL, INDIANA 46032 29. Sub consultant Acknowledgement. The CONSULTANT agrees and represents and warrants to the LPA, that the CONSULTANT will obtain signed Sub consultant Acknowledgement forms, from all SUB CONSULTANTS providing Services under this Contract or to be compensated for Services through this Contract. The CONSULTANT agrees to provide signed originals of the Sub consultant Acknowledgement fonn(s) to the LPA for approval prior to performance of the Services by any SUB CONSULTANT. 11 Version 6 -01 -09 30. Substantial Performance. This Contract shall be deemed to be substantially performed only when fully performed according to its terms and conditions and any modification or Amendment thereof. 31. Taxes. The LPA will not be responsible for any taxes levied on the CONSULTANT as a result of this Contract. 32. Termination for Convenience. A. The LPA may terminate, in whole or in part, whenever, for any reason, when the LPA determines that such termination is in its best interests. Termination or partial termination of Services shall be effected by delivery to the CONSULTANT of a Termination Notice at least fifteen (15) days prior to the termination effective date, specifying the extent to which performance of Services under such termination becomes effective. The CONSULTANT shall be compensated for Services properly rendered prior to the effective date of termination. The LPA will not be liable for Services performed after the effective date of termination. B. If the LPA terminates or partially terminates this Contract for any reason regardless of whether it is for convenience or for default, then and in such event, all data, reports, drawings, plans, sketches, sections and models, all specifications, estimates, measurements and data pertaining to the project, prepared under the terms or in fulfillment of this Contract, shall be delivered within ten (10) days to the LPA. In the event of the failure by the CONSULTANT to make such delivery upon demand, the CONSULTANT shall pay to the LPA any damage (including costs and reasonable attorneys' fees and expenses) it may sustain by reason thereof. 33. Termination for Default. A. With the provision of twenty (20) days written notice to the CONSULTANT, the LPA may terminate this Contract in whole or in part if (i) the CONSULTANT fails to: 1. 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 if the CONSULTANT promptly commences and diligently pursues such cure as soon as practicable; 2. Deliver the supplies or perform the Services within the time specified in this Contract or any amendment or extension; 3. Make progress so as to endanger performance of this Contract; or 4. Perform any of the other provisions of this Contract to be performed by the CONSULTANT; or (ii) if any representation or warranty of the CONSULTANT is untrue or inaccurate in any material respect at the time made or deemed to be made. B. 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 continue the work not terminated. C. 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 14). The LPA may withhold from the agreed upon price for Services any sum the LPA determine necessary to protect the LPA against loss because of outstanding liens or claims of former lien holders. 12 Version 6 -01 -09 D. The rights and remedies of the LPA in this clause are in addition to any other rights and remedies provided by law or equity or under this Contract. E. Default by the LPA. If the CONSULTANT believes the LPA is in default of this Contract, it shall provide written notice immediately to the LPA describing such default. If the LPA fails 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 up to 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 up to one hundred twenty (120) days from such notice to effect such cure if the LPA promptly commences and diligently pursues such cure as soon as practicable. The CONSULTANT shall be compensated for Services properly rendered prior to the effective date of such termination. The CONSULTANT agrees that it has no right of termination for non material breaches by the LPA. 34. 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 LPA's review, approval or acceptance of nor payment for, the Services required under this Contract 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 the CONSULTANT shall be and remain liable to the LPA in accordance with applicable law for all damages to the LPA caused by the CONSULTANT's negligent performance of any of the Services furnished under this Contract. 35. Work Standards /Conflicts of Interest. The CONSULTANT shall 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 Services in accordance with the standards of care, skill and diligence required in Appendix "A" or, if not set forth therein, ordinarily exercised by competent professionals doing work of a similar nature. 36. No Third -Party Beneficiaries. This Agreement is solely for the benefit of the parties hereto. Other than the indemnity rights 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. 37. ARRA SPECIAL PROVISIONS. The CONSULTANT understands that an assigned job under this Contract may be funded with ARRA funds and to the extent ARRA funds are utilized on each job, the CONSULTANT must comply with the requirements of ARRA. The CONSULTANT acknowledges and agrees to the following notices and requirements on each ARRA funded job: A. General Requirements Funding for this contract has been provided through the American Recovery and Reinvestment Act of 2009 "ARRA and is subject to the reporting and operational requirements of ARRA. Each contract funded by ARRA, including contracts with sub consultants, is subject to audit by appropriate federal or state entities. Each CONSULTANT and /or SUB CONSULTANT that receive ARRA funds is responsible for record keeping and reporting requirements under ARRA. The ARRA reports shall include, but are not limited to, performance indicators of program deliverables, information on costs, progress on timelines, and employment data. Failure to comply with the terms herein may result withholding of INDOT payments and /or the requirement that the CONSULTANT repays ARRA funds. 1 3 Version 6 -01 -09 The LPA does not make any representations or guarantees about funding beyond the contract period as this contract is being funded with one time dollars from the ARRA. B. Employment Reporting Requirements The CONSULTANT shall complete an ARRA employment report as requested by the LPA. ARRA employment reports shall be completed by the CONSULTANT and shall include data for their workforce and the workforce of each subcontractor. Data shall be reported for employees actively engaged in the contract who work on the jobsite, in the project office, in the home office or by telework from a home or other altemative office location. ARRA monthly employment reports shall be submitted by completing an on -line form available on INDOT's website. Instructions for completion of the form are also available on the website. A separate report shall be submitted for each Job assigned under this contract. The LPA reserves the right to change the employment reporting requirements for ARRA contracts at any time without any additional compensation to the CONSULTANT. C. Authority of the U.S. Comptroller General Section 902 of the ARRA provides the U.S. Comptroller General and his representatives with the authority to: (1) to examine any records of the contractor or any of its subcontractors, or any State or local agency administering such contract, that directly pertain to, and involve transactions relating to, the contract or subcontract; and (2) to interview any officer or employee of the contractor or any of its subcontractors, or of any State or local government agency administering the contract, regarding such transactions. Accordingly, the Comptroller General and his representatives shall have the authority and rights as provided under Section 902 of the ARRA with respect to this contract, which is funded with funds made available under the ARRA. Section 902 further states that nothing in this section shall be interpreted to limit or restrict in any way any existing authority of the Comptroller General. D. Authority of the U.S. Inspector General Section 1515(a) of the ARRA provides the U.S. inspector General and his representatives the authority to examine any records or interview any employee or officers working on this contract. The Contractor is advised that representatives of the Inspector General have the authority to examine any record and interview any employee or officer of the Contractor, its subcontractors or other firms working on this contract. Section 1 515(b) further provides that nothing in this section shall be interpreted to limit or restrict in any way any existing authority of the Inspector General. E. Additional Provisions The LPA reserves the right, upon Federal Rule Promulgation and /or guidance to change the requirements for ARRA contracts at any time without any additional compensation to the CONSULTANT. [Remainder of Page Intentionally Left Blank] 14 Version 6 -0 I -09 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. In Witness Whereof, the CONSULTANT and the State of Indiana 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. CONSULTANT LOCAL PUBLIC AGENCY CrossRoad Engi- rs, PC City of Carmel, Indiana 4 S'/' atti Signature Walter E. Charles Manor James Brainard (Print or type name and title) (Print or type name and title) Attest: Z Signature Signature Lori Watson (Print or type name and title) Trent E. Newport (Print or type name and title) ir `ign: re Mary Ann Burke (Print or type name and title) Attest: Signature (Print or type name and title) 15 Version 6 -01 -09 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 Section B 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 of Transportation's Area Engineer on all matters concerning contract compliance and administration. The fulltime Resident Project Representative will coordinate project activities with the Local Public Agency's Project Coordinator and Indiana Department of Transportation's 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 16 Version 6 -01 -09 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 may review and inspect the activities whenever desired during the life of the Agreement. 3. Liaison: Serve as the Local Public Agency's liaison with the contractor, working principally through the Contractor's 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 insure that all provisions therein are complied with. Any deviation observed shall be reported to the Local Public Agency and Indiana Department of Transportation by the fulltime Resident Project Representative. 4. Cooperate with the Local Public Agency in dealing with the various Federal, State and Local Agencies having jurisdiction over the project. 5. Assist the Local Public Agency and Indiana Department of Transportation in obtaining from the Contractor a list of his proposed suppliers and sub- contractors. 6. Assist the Local Public Agency and Indiana Department of Transportation in obtaining from the Contractor additional details or information when needed at the job site for proper execution of work. 7. Equipment: Furnish all equipment necessary to sample and test materials in accordance with Indiana Department of Transportation's procedures. 8. Samples: Obtain field samples of materials delivered to the site as required by the State and deliver such samples to the appropriate Indiana Department of Transportation laboratory office. 17 Version 6 -01 -09 9. Shop Drawings: a. Receive shop drawings and falsework drawings. Check for completeness and then forward to INDOT personnel for approval. b. Review approved shop 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 Contractor's field superintendent when it is observed that materials or equipment are being or about to be used or installed before approval of shop drawings or samples, where such are required, and advise the Local Public Agency and Indiana Department of Transportation when he 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 current accepted 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 Contractor's suggestions for modifications in drawings and /or specifications and report them with recommendations to the Local Public Agency and Indiana Department of Transportation. 18 Version 6 -01 -09 12. Records: a. Prepare and maintain at the 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 or log book, recording hours on the job site, weather conditions, list of visiting officials, decisions, general observations, and specific observations with regard to test procedures. Upon request furnish copies of such a diary or log book to the Local Public Agency. c. Maintain for the Local Public Agency, a record of names, addresses and telephone numbers of all sub contractors and major material suppliers. d. Maintain a set of drawings on which authorized changes are noted, and deliver to 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 the Indiana Department of Transportation and the Local Public Agency at periodic intervals, as required, progress reports of the project, including the Contractor's 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 of the 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 the construction of this project. 19 Version 6 -01 -09 16. Work Schedule and Suspension: The consultant's crew will be required to regulate their work week to conform to the contractor's hours in accordance with the directions of the Indiana Department of Transportation's 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 Transportation's procedures. 18. Conflict of Interest: The CONSULTANT acknowledges and agrees that the CONSULTANT, a firm associated with the CONSULTANT or an individual associated with the CONSULTANT cannot accept or perform any work (including but not limited to construction engineering, production staking, falsework drawings, shop drawings) for the contractor, material supplier of the contractor or for any of the contractor's subcontractors on this project. For purposes of this section a firm is associated with the CONSULTANT if the firm and CONSULTANT have a common director, common officer or a common owner. For purposes of this section an individual is associated with the CONSULTANT if the individual is an employee of the CONSULTANT or an employee of a firm associated with the CONSULTANT. For purposes of this section the following definitions shall be used: Director Any member of the board of directors of a corporation. Officer The president, secretary, treasurer, or such other officers as may be prescribed by the corporation's bylaws. Owner A sole proprietor, any partner in a partnership, or any shareholder of a corporation. 20 Version 6 -01 -09 APPENDIX "B" INFORMATION AND SERVICES TO BE FURNISHED BY THE LPA: The LPA shall 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 Version 6 -01 -09 APPENDIX "C" SCHEDULE: No work under this Contract shall be performed by the CONSULTANT until the CONSULTANT receives a written notice to proceed from the LPA. The CONSULTANT will be prepared to begin the work under this agreement 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 contractor's last day of work. 22 Version 6 -01 -09 APPENDIX "D" Compensation: A. Amount of Payment 1. The CONSULTANT shall receive as payment for the work performed under this Contract the total amount not to exceed 179,277.15 unless a supplement is executed by the parties that increases the maximum amount payable. 2. The CONSULTANT will be paid for the actual hours of work performed exclusively on this Contract in accordance with the negotiated hourly billing rates per classification: Labor Classification Negotiated Hourly Rates (for 2010) Director $143.76 Resident Project Representative 61.98 Assistant Project Inspector 39.93 CADD Technician 61.82 Project Manager 81.58 Mileage 0.40 3. For those services performed by the CONSULTANT, the CONSULTANT 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, mileage long distance calls, equipment rentals, reproduction, etc.) as 23 Version 6 -01 -09 approved by INDOT. The direct non 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. 4. For those services performed by other than the CONSULTANT, the CONSULTANT will be reimbursed for the actual invoice for the services performed by other than the CONSULTANT, provided that each such invoice shall be subject to approval as reasonable by the Local Public Agency prior to any reimbursement thereof. 5. It is the policy of the Indiana Department of Transportation that Project Representatives and /or Inspectors be on the construction site whenever the Contractor is engaged in any activity requiring inspection or testing concurrent with the construction or activity. In order for the contractor to comply with the Contract Plans and Specifications and complete the work within the time required, it is often necessary for the Contractor to work more than an 8 -hour day and more than a 5 -day week. This in turn may require the Resident Project Representative and Inspectors to work over 40 hours per week. The CONSULTANT shall not bill for overtime for any individual until 40 hours have been worked on the Contract for the week by that individual. Holidays hours not worked on the Contract do not apply to the 40 hour week total. 6. The actual amount payable shall be determined in accordance with a final audit by INDOT's Division of Cost Accounting and Audits. B. Method of Payment 1. The CONSULTANT may submit a maximum of one invoice per calendar month for work covered under this Contract. The invoices shall be submitted to: 24 Version 6 -01 -09 CITY ENGINEER CARMEL CITY HALL ONE CIVIC SQUARE CARMEL, INDIANA 46032 2. The invoices shall represent the value to the Local Public Agency (LPA) of the partially completed work as of the date of the invoice. When submitting an invoice, the CONSULTANT shall furnish a copy of records showing the individuals who worked on this Contract during the month, their classification, the number of hours worked since the last invoice was submitted and the hourly rate. 3. If the LPA does not agree with the amount claimed by the CONSULTANT on an invoice, the LPA will send the CONSULTANT a letter by regular mail and list the differences between actual and claimed progress. The letter will be sent to the CONSULTANT's address on page 10 of this Contract or the CONSULTANT's last known address. 4. If, prior to the satisfactory completion of the services under this Contract, the total of the direct and indirect costs incurred by the CONSULTANT is within ten percent (10 of the maximum amount payable, the CONSULTANT shall notify the LPA and the status will be evaluated. 25 7.1 000 000 DDE 300 00 n D'' CITY J OF CARMEL JAMES BRAINARD MA\ OR August 19 2009 Manager Office of Real Estate Indians Department of Transportation IGCN 100 North Senate Avenue Indianapolis Indiana 46204 2249 Des No 0901163 Descnption Local Preventative Maintenance in the City of Carmel Hamilton County ARRA Resurfacing and Curb Ramps on Hazel Dell Parkway fiom 116th St to 146 St Subject Right of Wad Certification (No New ROW Needed) Dear Sir or Madam We understand that the above project may be programmed for federal paiticipation in construction costs from the Amencan Recovery and Reinvestment Act (ARRA) funds We certify to you expecting that you will rely on this certification that no additional nght of way was iequired for this construction project It will be constructed within the limits of existing nght of vi ay No buildings or relocations are involved Public Law 91 646 Uniform Relocation Assistance and Real Property si Acquisition Policies Act January 2 1971 84 Slat 1894, 91 U S Congress and 49 Cl"R Part 24 dated March 2 1989 are not applicable to this project This project therefore is clear for construction We understand that if this certification is in any manner incomplete in error or misleading the project may be ineligible for ARRA funds for other federal funds or for State of Indiana funds Sincerely, City of Cannel by and through its Board of Public Works and Safety �t, a ay es Brai and e on and Mem Douglas C I laney City Attorney ry A Burke Board Member cc Ron Raney Greenfield Distnct Real 8r§Rlt€ MaRtgb.n, AnoRicl Dot,ci vs C 1IAWev ESQ Cur HAn ONE CIVIC SQUARE CARMI IN 46032 PHONE 317 )71 2472 Fn% 317 )71 248i f. 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