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HomeMy WebLinkAboutContract - signed agreementC O N T R A C T INSTALLATION OF A PROVISIONAL FULLY ACTUATED TRAFFIC SIGNAL ON US ROUTE 421 AT BENNETT PKWY. CARMEL, HAMILTON COUNTY, INDIANA EDS No. A249- 10- 320169A THIS CONTRACT made and entered into this day of 200, by and between the STATE OF INDIANA through the INDIANA DEPARTMENT OF TRANSPORTATION, hereinafter referred to as "INDOT" and ZINKAN BARKER DEVELOPMENT COMPANY, LLC, hereinafter referred to as the SECOND PARTY through their duly authorized and undersigned officials, W I T N E S S E T H: WHEREAS, in the interest of public safety and convenience the SECOND PARTY wishes to install traffic signal devices on US ROUTE 421 at the Bennett Pkwy. intersection (the intersection), Hamilton County, Indiana, for the purpose of regulating traffic; and, WHEREAS, a traffic engineering study has determined that criteria for a traffic signal installation may be satisfied by traffic volumes generated by development traffic using the intersection; and, WHEREAS, a roadway construction permit application has been submitted for approval with installation of this traffic signal contingent on approval of the permit, but said approval not guaranteed by execution of this contract; and, WHEREAS, INDOT deems the regulation of traffic by means of fully actuated interconnected traffic signal devices, as hereinafter designated, to be beneficial to traffic at said location to the extent of permitting such improvements to be made on the State Highway and participating in the same under conditions as specified below: IT IS THEREFORE AGREED BY AND BETWEEN INDOT and the SECOND PARTY that such traffic control devices shall be installed under terms and conditions as follows: 1. TERM OF CONTRACT a. Effective date: This CONTRACT shall become effective on the date it is approved by INDOT. b. Termination date is the earliest of: 1. If construction activities related to installation of the traffic signal permitted by this have not begun at the intersection within Page 1 of 17 Pages one year of the date of the approval required in l.a., this CONTRACT shall terminate. 2. If the traffic signal equipment installed by terms of this CONTRACT is removed from the highway system, this CONTRACT shall terminate on the date the traffic signal equipment is removed. 3. The date a lack of funding determination is made by the State Budget Director as provided in section 10 of this CONTRACT. 4. If the State determines there has been an ethics violation, the date notice is given to the SECOND PARTY as provided in Section 7 of this CONTRACT. 2. DESIGN The SECOND PARTY shall retain an INDOT approved Consulting Engineer to prepare Plans and Specifications for the traffic signal equipment installation at the intersection in accordance with the 2010 Standard Specifications and any subsequent revisions. Specifications information is available from the INDOT website at: http: /www.in.gov /indot/ The design plans and specifications shall include but not be limited to: a. All signal materials and equipment specified shall be of the types, models and makes currently used and maintained by INDOT on State Routes. When a category of materials or equipment specified for this installation is listed on the INDOT list of approved materials, any such materials or equipment specified for this installation shall be selected from the INDOT list of approved materials. Materials information is available from the INDOT website at: ht_ t /www.in. /indot /2581.htm b. More specifically, the traffic signal controller shall be the same make and model as the equipment installed at the intersection of US 421 and the I -465 westbound exit ramp at the time the signal installed by terms of this CONTRACT is activated. c. The controller shall be interconnected to the existing traffic signal at US 421 and the I -465 westbound exit ramp. Radio interconnect will be used, and the signal at the intersection of US 421 and the I -465 westbound exit ramp will be the master controller. A radio site survey is required to verify operational requirements will be met prior to incorporation of radio interconnect into the plans. d. The existing controller at the intersection of US 421 and SR 334 shall be equipped with radio interconnect. e. All signage and pavement markings needed to direct and guide motorists at and approaching the intersection with traffic signal control shall be provided. Page 2 of 17 Pages f. Durable material pavement markings shall be used for final markings at the intersection. Any old pavement markings conflicting with new traffic patterns shall be designated for removal and not covered over. g. All traffic signal indications shall be light emitting diode (LED). All LED indications shall be selected from the Departments approved list of traffic control equipment. All LED indications shall have a permanent indelible sticker affixed indicating month and year of installation. h. Left turn phasing shall be provided for all four (4) approaches to the intersection. The SECOND PARTY shall deliver two copies of the proposed plans and specifications for the traffic signal and associated work to the Crawfordsville District Traffic Engineer (Traffic Engineer) for concurrence. The Traffic Engineer will notify the SECOND PARTY in writing when INDOT concurs with the proposed plans and specifications as final plans and specifications (final plans) which may be used for bidding and construction. Before construction begins, the SECOND PARTY shall deliver two paper copies of the final plan to the Crawfordsville District Traffic Office, and the SECOND PARTY shall deliver one Mylar copy of the final plan to the INDOT Highway Operations Division, Room 901, Indiana Government Center North, 100 N. Senate Ave, Indianapolis, IN 46204. No changes to the final plan shall be made without written consent from INDOT. Approval for changes to the final plan shall be obtained from the Traffic Engineer. When approved, a change to the final plan shall be considered as if it was a part of the original final plan. The SECOND PARTY shall provide two copies of an "AS BUILT" plan to the Traffic Engineer. 3. CONSTRUCTION No construction work of the traffic signal installation permitted by this CONTRACT may begin on the highway right -of way until this CONTRACT is fully executed and approved by INDOT. No construction activity may begin on the right -of -way until the paper and the Mylar copies of the final plan required in Section 2 are received by INDOT. a. The SECOND PARTY, shall employ a Project Engineer, independent from the contractor, to provide competent and adequate engineering, testing, and inspection services to monitor the contractor's work for compliance with the final plan. b. The SECOND PARTY shall coordinate the relocation of any utilities necessitated by construction of the traffic signal. c. The SECOND PARTY shall coordinate arrangements with the electric utility for the power connection for the traffic signal. Page 3 of 17 Pages d. The SECOND PARTY shall, advertise for bids for the work described by the final plan. The SECOND PARTY shall award the contract in accordance with state law. e. The SECOND PARTY, within fifteen (15) calendar days after award of a contract, shall have the signal contractor order all traffic control equipment and necessary materials not in his stock. A list of the ordered materials shall be delivered to the Traffic Engineer, for INDOT records. A list of materials to be used from the contractor's stock shall also be given to the Traffic Engineer. f. Construction of the signal shall not begin more than ninty (90) calendar days prior to the anticipated opening of the major facility on the development site. Except for hanging the signal indications, the signal contractor shall complete all work on this installation within twenty (20) working days after beginning construction work. g. The signal indications shall not be hung or activated more than two (2) weeks prior to completion of the development's proposed supermarket (Phase I), or a date provided by the Traffic Engineer. h. At least one (1) week prior to beginning construction activities, the SECOND PARTY shall schedule a preconstruction meeting at the Crawfordsville District Office during regular business hours or at another time and place mutually convenient to the Traffic Engineer and the SECOND PARTY. Representatives of the SECOND PARTY shall attend the meeting. In addition, representatives of the design consultant, the Project Engineer, the contractor and any subcontractors, and any affected utilities shall attend. Topics for discussion shall include but are not limited to: i) the work plan; ii) the traffic control plan; iii) the inspection plan; iv) a list of contact names with mailing addresses, telephone /fax numbers, and email addresses; V) the anticipated construction /occupancy /openings schedule for the development. i. The SECOND PARTY shall notify the Traffic Engineer at least five (5) working days prior to the contractor commencing work on the installation of the traffic signal. j. The SECOND PARTY, in consideration of the benefits to traffic at the said location, shall have a Signal Contractor, pre qualified with INDOT, erect and install the traffic signal equipment according to the final plan and any subsequent approved revisions, as well as all rules and regulations of INDOT and all State and Federal Laws pertaining to Page 4 of 17 Pages the use of labor. All work shall be done in accordance with the 2008 INDOT Standard Specifications and subsequent revisions. Said work shall be performed in a manner and quality meeting the satisfaction and approval of INDOT with regard to proper highway engineering and planning. A qualified IMSA Certified Traffic Signal Electrician, Level II, shall be in responsible charge for any wiring installation and shall make all wiring connections. k. All pavement improvements and signage (i.e. overhead signs and supports, new pavement, delineation, pavement markings, etc.) associated with proper operation of the intersection shall be maintained during the construction activities at the intersection. 1. All final installations shall be complete before activation of the traffic signal. m. The contractor shall affix a permanent indelible sticker to all LED signal indications indicating the month and year of installation. n. Construction activities shall not restrict traffic flow during morning or evening peak traffic flow periods (rush hours). o. The SECOND PARTY, or its project engineer, shall notify the Traffic Engineer at least three (3) working days prior to the intent to place the traffic signals in flash mode to request a preliminary inspection. The preliminary inspection will be the basis to determine if the traffic signal is ready to be activated. p. The signal indications shall operate in flash mode a minimum of three (3) days prior to activation in full signal mode. q. The contractor shall not activate the traffic signal system on a Monday, Friday, Saturday, Sunday, holiday, or the day before a holiday. r. An INDOT Traffic Section representative shall be present at the time of signal activation. s. The SECOND PARTY shall maintain all traffic signal equipment until the equipment is accepted by INDOT. Notice of need for maintenance may be given directly to the contractor by INDOT. Responses to reports of conditions requiring maintenance shall be made within two hours. t. During construction, INDOT may inspect the installation. INDOT will promptly notify the SECOND PARTY in writing or the Project Engineer of any deficiencies from the final .plan. The SECOND PARTY will have the contractor correct such deficiencies. The inspection by INDOT does not relieve the SECOND PARTY or Project Engineer of the responsibility to inspect and construct the signal and appurtenances in accordance with the final plan and specifications as required herein. Page 5 of 17 Pages u. INDOT will conduct a final inspection before accepting the signal installation. 4. ACCEPTANCE OF TRAFFIC SIGNAL INSTALLATION a. The SECOND PARTY shall provide two (2) copies of an "AS BUILT" plan to the Traffic Engineer prior to final acceptance of the installation. b. After satisfactory completion of the work as determined by a final inspection, and upon completion of a 60 day trouble free burn -in period, INDOT will accept the installation of the traffic control devices as a provisional signal. i) The SECOND PARTY shall employ a competent traffic engineering consultant to conduct an ENGINEERING STUDY of the intersection after the provisional installation has been in operation for at least six (6) months and no greater than one (1) year. A copy of the study, certified by a registered Professional Engineer, shall be delivered to the Traffic Engineer. ii) The study shall have approval from the Traffic Engineer with regard to procedures used for the study and the specific time that traffic data will be obtained. The Traffic Engineer has the option to accept or reject the study results or to require re -study within one (1) year after a previous study was conducted. iii) If it is determined that a signal warrant exists, the signal system shall become permanent, and be permitted to remain in place. The traffic signal devices and accessories thereto shall become the property of and shall be controlled and maintained by INDOT under the laws of the State of Indiana and the rules and regulations of INDOT now in force or hereinafter enacted. iv) Costs for electrical energy shall be paid as provided in Section 9. V) If it is determined that a signal warrant does not exist, INDOT may at its option: A. extend the "provisional" status of the signal system, or; B. place the signals on flash, or; C. mail the SECOND PARTY a notice requiring that the SECOND PARTY have a pre qualified signal contractor remove the signal and same shall revert back to the SECOND PARTY c. INDOT will mail to the SECOND PARTY a written notice when INDOT accepts the traffic signal installation as a permanent installation. Page 6 of 17 Pages d. If after the signal attains permanent status a traffic engineering study determines that the then current traffic signal criteria are no longer fulfilled at the intersection and INDOT determines that the signal installation is no longer warranted, the signal devices may be removed and the equipment retained by INDOT. 5. RIGHTS OF ENTRY a. INDOT grants the SECOND PARTY, its contractor and subcontractors permission to enter upon the State right -of -way for the sole purpose of installing traffic signals and related construction in accordance with the final plan. b. SECOND PARTY grants INDOT, its contractors and subcontractors permission to enter upon SECOND PARTY property for the sole purpose of control, installation, repair, adjustment, maintenance, replacement, modernization, alteration, or removal of traffic signals and related items. 6. OPERATION AND MAINTENANCE Timing of traffic signal intervals and progressive system timing intervals will be at the sole discretion of INDOT. a. Prior to acceptance of the signal installation by INDOT, the SECOND PARTY shall be responsible for maintenance of the traffic signal devices. INDOT may at its discretion respond to a call of trouble or malfunction at the intersection to determine the nature and extent of the trouble or malfunction or INDOT may contact the SECOND PARTY's contractor directly to provide response to the reported trouble or malfunction. The SECOND PARTY's contractor shall respond to reported trouble or malfunction within two hours of receiving the report. b. The SECOND PARTY shall maintain pavement quality on its approaches to the intersection such that detection devices installed in the pavement may be maintained in good operational order by INDOT. Failure to maintain the pavement quality may be basis for removal of the traffic signal and /or closing of the intersection by INDOT c. Upon acceptance of the installation by INDOT, INDOT will operate and maintain the traffic signal according to the then current INDOT policies and procedures for operation and maintenance of traffic signals except as provided elsewhere herein. 7. SECOND PARTY RESPONSIBILITIES The SECOND PARTY responsibilities shall include but are not limited to: a. Wherever in this contract any obligation or responsibility is assumed by the SECOND PARTY, same shall be deemed an obligation of said SECOND PARTY. Page 7 of 17 Pages b. The SECOND PARTY shall perform all work permitted under this Contract to INDOT's reasonable satisfaction, as determined at the discretion of INDOT and in accordance with all applicable federal, state, local laws, ordinances, rules, and regulations. c. Compliance With Laws 1. The SECOND PARTY shall comply with all applicable federal, state and local laws, rules, regulations and ordinances, and all provisions required thereby to be included herein are hereby incorporated by reference. The enactment of any state or federal statute or the promulgation of rules or regulations thereunder after execution of this Contract shall be reviewed by INDOT and the SECOND PARTY to determine whether the provisions of this Contract require formal modification. 2. The SECOND PARTY and its agents shall abide by all ethical requirements that apply to persons who have a business relationship with INDOT as set forth in IC 4 -2 -6 et seq., IC 4 -2 -7, et. seq., the regulations promulgated thereunder, and Executive Order 04 -08, dated April 27, 2004. If the SECOND PARTY is not familiar with these ethical requirements, the SECOND PARTY should refer any questions to the Indiana State Ethics Commission, or visit the Indiana State Ethics Commission website at http: /www.in.gov /ethics If the SECOND PARTY or its agents violate any applicable ethical standards, INDOT may, in its sole discretion, terminate this Contract immediately upon notice to the SECOND PARTY. In addition, the SECOND PARTY may be subject to penalties under IC 4 -2 -6 and 4 -2 -7. 3. The SECOND PARTY certifies by entering into this Contract that neither it nor its principal(s) is presently in arrears in payment of taxes, permit fees or other statutory, regulatory or judicially required payments to INDOT. The SECOND PARTY agrees that any payments currently due to INDOT may be withheld from payments due to the SECOND PARTY. Additionally, further work or payments may be withheld, delayed, or denied and /or this Contract suspended until the SECOND PARTY is current in its payments and has submitted proof of such payment to INDOT. 4. The SECOND PARTY warrants that it has no current, pending or outstanding criminal, civil, or enforcement actions initiated by INDOT, and agrees that it will immediately notify INI50T of any such actions. During the term of such actions, the SECOND PARTY agrees that INDOT may delay, withhold, or deny work under any supplement, Page 8 of 17 Pages amendment, change order or other contractual device issued pursuant to this Contract. 5. If a valid dispute exists as to the SECOND PARTY's liability or guilt in any action initiated by INDOT or its agencies, and INDOT decides to delay, withhold, or deny work to the SECOND PARTY, the SECOND PARTY may request that it be allowed to continue, or receive work, without delay. The SECOND PARTY must submit, in writing, a request for review to the Indiana Department of Administration (IDOA) following the procedures for disputes outlined herein. A determination by IDOA shall be binding on the parties. 6. Any payments that INDOT may delay, withhold, deny, or apply under this section shall not be subject to penalty or interest under IC 5 -17 -5. 7. The SECOND PARTY warrants that the SECOND PARTY and its subcontractors, if any, shall obtain and 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 INDOT. Failure to do so may be deemed a material breach of this Contract and grounds for immediate termination and denial of further work with INDOT. 8. The SECOND PARTY affirms that, if it is an entity described in IC Title 23, it is properly registered and owes no outstanding reports to the Indiana Secretary of State. 9. As required by IC 5- 22 -3 -7: i. the SECOND PARTY and any principals of the SECOND PARTY certify that (A) the SECOND PARTY, except for de minimis and nonsystematic violations, has not violated the terms of (i) IC 24 -4.7 [Telephone Solicitation Of Consumers], (ii) IC 24- 5 -12 [Telephone Solicitations] or (iii) IC 24 -5 -14 [Regulation of Automatic Dialing Machines] in the previous three hundred sixty -five (365) days, even if IC 24 -4.7 is preempted by federal law; and (B) the SECOND PARTY will not violate the terms of IC 24 -4.7 for the duration of the Contract, even if IC 24 -4.7 is preempted by federal law. ii. The Contractor and any principals of the Contractor certify that an affiliate or principal of the Contractor and any agent acting on behalf of the Contractor or on behalf of an affiliate or principal of the Contractor (A) except for de minimis and nonsystematic violations, has not violated the terms of IC 24 -4.7 in the previous three hundred sixty -five Page 9 of 17 Pages (365) days, even if IC 24 -4.7 is preempted by federal law; and (B) will not violate the terms of IC 24 -4.7 for the duration of the Contract, even if IC 24 -4.7 is preempted by federal law. d. Confidentiality of State Information The SECOND PARTY understands and agrees that data, materials, and information disclosed to the SECOND PARTY may contain confidential and protected information. The SECOND PARTY covenants that data, material and information gathered, based upon or disclosed to the SECOND PARTY for the purpose of this Contract, will not be disclosed to or discussed with third parties without the prior written consent of INDOT. e. Indemnification The SECOND PARTY agrees to indemnify, defend, and hold harmless INDOT, its agents, officers, and employees from all claims and suits including court costs, attorney's fees, and other expenses caused by any act or omission of the SECOND PARTY and /or its subcontractors, if any, in the performance of this Contract. The State shall not provide such indemnification to the SECOND PARTY. f. Drug -Free Workplace Certification The SECOND PARTY hereby covenants and agrees to make a good faith effort to provide and maintain a drug free workplace. The SECOND PARTY will give written notice to INDOT within ten (10) days after receiving actual notice that the SECOND PARTY or an employee of the SECOND PARTY in the State of Indiana has been convicted of a criminal drug violation occurring in the workplace. False certification or violation of this certification may result in sanctions including, but not limited to, suspension of contract payments, termination of this Contract and /or debarment of contracting opportunities with INDOT for up to three (3) years. In addition to the provisions of the above paragraphs, if the total contract amount set forth in this Contract is in excess of $25,000.00, the SECOND PARTY hereby further agrees that this Contract is expressly subject to the terms, conditions, and representations of the following certification: This certification is required by Executive Order No. 90 -5, April 12, 1990, issued by the Governor of Indiana. No award of a contract shall be made, and no contract, purchase order or agreement, the total amount of which exceeds $25,000.00, shall be valid, unless and until this certification has been fully executed by the SECOND PARTY and made a part of the contract or agreement as part of the contract documents. Page 10 of 17 Pages The SECOND PARTY certifies and agrees that it will provide a drug -free workplace by: 1. Publishing and providing to all of its employees a statement notifying them that the unlawful manufacture, distribution, dispensing, possession or use of a controlled substance is prohibited in the SECOND PARTY's workplace, and specifying the actions that will be taken against employees for violations of such prohibition; 2. Establishing a drug -free awareness program to inform its employees of (1) the dangers of drug abuse in the workplace; (2) the SECOND PARTY'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; 3. Notifying all employees in the statement required by subparagraph (A) above that as a condition of continued employment, the employee will (1) abide by the terms of the statement; and (2) notify the SECOND PARTY of any criminal drug statute conviction'for a violation occurring in the workplace no later than five (5) days after such conviction; 4. Notifying INDOT in writing within ten (10) days after receiving notice from an employee under subdivision (C)(2) above, or otherwise receiving actual notice of such conviction; 5. Within thirty (30) days after receiving notice under subdivision (C)(2) above of a conviction, imposing the following sanctions or remedial measures on any employee who is convicted of drug abuse violations occurring in the workplace: (1) taking appropriate personnel action against the employee, up to and including termination; or (2) requiring such employee to satisfactorily participate in a drug abuse assistance or rehabilitation program approved for such purposes by a federal, state or local health, law enforcement, or other appropriate agency; and 6. Making a good faith effort to maintain a drug -free workplace through the implementation of subparagraphs (A) through (E) above. g. Non- Discrimination Pursuant to I.C. 22- 9 -1 -10 and the Civil Rights Act of 1964, the SECOND PARTY, its agents, contractors and subcontractors, shall not discriminate against any employee or applicant for employment in the performance of this Contract with respect to hire, tenure, terms, conditions or privileges of employment or any matter directly or indirectly related to employment, because of race, color, religion, sex, disability, national origin, or ancestry. Page 11 of 17 Pages Breach of this covenant may be regarded as a material breach of the 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. The Contractor understands that INDOT is a recipient of federal funds. Pursuant to that understanding, the Contractor and its subcontractor, if any, agree that if the contractor employs fifty (50) or more employees and does at least $50,000.00 worth of business with INDOT and is not exempt, the Contractor will comply with the affirmative action reporting requirements of 41 CFR 60 -1.7. The Contractor shall comply with Section 202 of Executive Order 11246, as amended, 41 CFR 60 -250, and 41 CFR 60 -741, as amended, which are incorporated herein by specific reference. Breach of this covenant may be regarded as a material breach of contract. h. Status of Claims The SECOND PARTY shall be responsible for keeping INDOT currently advised as to the status of any claims made for damages against the SECOND PARTY resulting from work performed under this Contract. The SECOND PARTY shall send notice of claims related to work under this Contract to: Chief Counsel Indiana Department of Transportation 100 North Senate Avenue, Room N758 Indianapolis, IN 46204 -2249 8. NOTICE a. Wherever in or under this contract notice must or may be given by INDOT to the SECOND PARTY, such notice shall be deemed given when addressed to the SECOND PARTY at 5332 N. Temple Ave., Indianapolis, IN 46220, and deposited postage paid in the U.S. Mail system of collection. b. Wherever in or under this contract notice must or may be given by INDOT to the Project Engineer, such notice shall be deemed given when INDOT transmits the notice verbally or in writing including electronic communications to the Project Engineer in person or to the contact numbers or addresses presented at the preconstruction conference. c. Wherever in or under this contract notice must or may be given by INDOT to the SECOND PARTY's contractor or sub contractor, such notice shall be deemed given when INDOT transmits the notice verbally or in writing including electronic communications to the contractor or sub contractor in person or to the contact numbers or addresses presented at the preconstruction conference. Page 12 of 17 Pages d. Wherever in or under this contract notice must or may be given by the SECOND PARTY to INDOT, such notice shall be deemed given when received by the Traffic Engineer at the Crawfordsville District Office, 41 W CR 300 N, Crawfordsville, IN 47933. 9. PAYMENTS As required by IC 4 -13 -2 -14.8: Notwithstanding any other law, rule, or custom, a person or company whom has a contract with the State or submits invoices to the state for payment shall authorize in writing the direct deposit by electronic funds transfer of all payments by the state to the person or company. The written authorization must designate a financial institution and an account number to which all payments are to be credit. For forms and additional information, the contractor may visit the Auditor of State's website at http: /www.in.gov /auditor /2340.htm This CONTRACT requires no direct or indirect payments between the parties to the CONTRACT. The parties to the CONTRACT acknowledge that the intangible benefits to traffic flow at the intersection are sufficient consideration. The parties will pay costs of installing and operating the traffic signal: a. To providers other than INDOT, the SECOND PARTY shall pay for: 1. Design of the traffic signal and associated work for signalization of the intersection. 2. Bidding, and contracting of the work described by the final plan. 3. Reimbursable utility expenses due to work at the intersection and any power connection charges for the electric utility to connect power to operate the traffic signal devices. 4. Signal and other materials, equipment, and labor required to install the traffic signal and associated work in accordance with the final plan. 5. Costs for employing a project engineer and for testing and inspection work done by the project engineer. 6. Costs for employing a traffic engineer to conduct traffic engineering studies of the intersection. 7. Costs associated with vendor or manufacturer warranty service until acceptance of the traffic signal installation 8. Costs for electrical energy to operate the traffic signal equipment at the intersection from the initial testing and turn on until the traffic signal devices are removed. The SECOND PARTY shall make arrangements with the utility company to bill the SECOND PARTY directly for the energy provided. The SECOND PARTY shall provide the Traffic Engineer with written documentation of said billing authorization before the signal is activated. Page 13 of 17 Pages 9. Costs associated with having a pre qualified contractor maintain the operation of the traffic signal in accordance with applicable INDOT specifications until the SECOND PARTY is notified by INDOT, in writing, that the traffic signal has been accepted. b. In its normal course of business, INDOT will provide payment for: 1. All costs for maintenance of the traffic signal installation after inspection and acceptance of the traffic signal by INDOT. 2. All costs for future modernization of the traffic signal. 10. GENERAL PROVISIONS a. Assignment The Contractor binds its successors and assignees to all the terms and conditions of this Contract. The Contractor shall not assign or subcontract the whole or any part of this Contract without INDOT's prior written consent. b. Debarment and Suspension 1. The Contractor certifies by entering into this Contract that neither it nor its principals nor any of its subcontractors 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 INDOT. The term "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 Contractor. 2. The Contractor certifies that it has verified the state and federal suspension and debarment status for all subcontractors receiving funds under this Contract and shall be solely responsible for any recoupment, penalties or costs that might arise from use of a suspended or debarred subcontractor. The Contractor shall immediately notify INDOT if any subcontractor becomes debarred or suspended, and shall, at INDOT's request, take all steps required by INDOT to terminate its contractual relationship with the subcontractor for work to be performed under this Contract. c. Delay of work. No delay or failure by either party to exercise any right hereunder, and no partial or single exercise of any such right, shall constitute a waiver of that or any other right, unless otherwise expressly provided herein. d. Force Majeure, Suspension and Termination In the event that either party is unable to perform any of its obligations under this Contract Page 14 of 17 Pages or to enjoy any of its benefits because of natural disaster or decrees of governmental bodies not the fault of the affected party (hereinafter referred to as a "Force Majeure Event the party who has been so affected shall immediately give notice to the other party and shall do everything possible to resume performance. Upon receipt of such notice, all obligations under this Contract shall be immediately suspended. If the period of nonperformance exceeds thirty (30) days from the receipt of notice of the Force Majeure Event, the party whose ability to perform has not been so affected may, by giving written notice, terminate this Contract. e. Funding Cancellation. When the Director of the State Budget Agency makes a written determination that funds are not appropriated or otherwise available to support continuation of this Contract, the Contract shall be canceled. A determination by the Budget Director that funds are not appropriated or otherwise available to support continuation of performance shall be final and conclusive. f. Governing Laws. This Contract shall be construed in accordance with and governed by the laws of the State of Indiana and suit, if any, must be brought in the State of Indiana. g. Headings. Headings in this Contract are for convenience only and shall not be used to interpret or construe its provisions. h. Modification /Entire Contract. This Contract may be amended from time to time hereafter only in writing executed by the parties hereto and submitted to the Indiana Attorney General for approval as to form and legality. No verbal change, modification, or amendment shall be effective unless in writing and signed by the parties and approved by the Attorney General or his authorized representative. Except, elements of the traffic signal and associated work design may be added, deleted or modified in the normal course of plan review or construction field revision without submittal to the Attorney General for approval. The provisions hereof constitute the entire Contract between the parties and supersede any verbal statement, representations, or warranties, stated, or implied. i. Non Waiver. No delay or failure by either party to exercise any right hereunder, and no partial or single exercise of any such right, shall constitute a waiver of that or any other right, unless otherwise expressly provided herein. j. Order of Precedence. Any inconsistency or ambiguity in this Contract shall be resolved by giving precedence in the following order: (1) This Contract, Page 15 of 17 Pages (2) attachments prepared by INDOT, (3) attachments prepared by the Contractor. All of the foregoing are incorporated fully by reference. k. Severability. Wherever possible, each provision of this Contract shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Contract shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Contract. 1. Subsequent Acts. The parties agree that they will, at any time and from time to time, from and after the execution of this Contract, upon request, perform or cause to be performed such acts, and execute, acknowledge and deliver or cause to be executed, acknowledged and delivered, such documents as may reasonably required for the performance by the parties of any of their obligations under this Contract. m. Substantial Performance. This Contract shall be deemed to have been substantially performed only when fully performed according to its terms and conditions and any modification thereof. n. Taxes. The State is exempt from most state and local taxes and many federal taxes. The State will not be responsible for any taxes levied on the SECOND PARTY as a result of this Contract. o. Previous Contracts Superseded or Revoked. This Contract supersedes and revokes any previous contract between said parties hereto pertaining to traffic signal installation at this location. Such above terms and conditions as they apply to INDOT shall remain in effect only so long as the location mentioned herein is a part of the State Highway System. p. Authorizations. Any person executing this Contract in a representative capacity hereby warrants that he /she has been duly authorized by his /her principal to execute this Contract on such principal's behalf. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Page 16 of 17 Pages Non collusion and Acceptance. The undersigned attests, subject to the penalties for perjury, that he /she is the contracting party, or that he /she is the representative, agent, member or officer of the contracting party, that he /she has not, nor has any other member, employee, representative, agent or officer of the firm, company, corporation or partnership represented by him /her, 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 the contract. IN WITNESS WHEREOF, the State of Indiana, through said INDOT, and the SECOND PARTY, through their undersigned officials, have hereunto affixed their si natures. Z BARKEIZ DEVELOPMENT STATE OF INDIANA C A Y,L I ANA DEPARTMENT OF TRANSPORTATION Robert J. 4- es M. Poturalski I V Operating Man ger Deputy Commissioner of Highway Management Date: d Date y AA ger A ro ed: ep r me of A in s ration (FOR) T9ark W. Everson, Commissioner Date: /0 Approved: State Budget Agency Q (FOR) Christopher A. Ruhl, Director Date '7 �2(�D� Approved as to Form and Legality: n w -(FOR) Gregory F. Zo ller Attorney General of Indiana Date: q' 2;7-- Page 17 of 17 Pages