Indiana Department of Transportation/Intersection Improvement and Interchange/96th Street and Keystone ParkwayINDIANA DEPARTMENT OF TRANSPORTATION - LOCAL PUBLIC AGENCY . K)
EXCHANGE CONTRACT
4A `°'
EDS #:
Des. No.: 1600884
CFDA No.: 20.205
This Contract is made and entered into effective as of the date of the Indiana Attorney General signature
affixed to this Contract, by and between the State of Indiana, acting by and through the Indiana
Department of Transportation, (hereinafter referred to as "INDOT"), and the City of Carmel, a local
public agency in the State of Indiana (hereinafter referred to as the "LPA" or the "CITY"), and the
Indianapolis Metropolitan Planning Organization, by and through the Department of Metropolitan
Development for the City of Indianapolis (hereinafter "MPO") and collectively referred to as the
PARTIES.
NOTICE TO PARTIES
Whenever any notice, statement or other communication is required under this Contract, it shall
be sent to the following address, unless otherwise specifically advised.
A. Notice to INDOT, regarding contract provisions shall be sent to:
Office of LPA and Grant Administration
Attention: Director of LPA and Grant Administration
100 North Senate Avenue, Room N955
Indianapolis, Indiana 46204
B. Notices to INDOT regarding project management shall be sent to respective District
Office:
Indiana Department of Transportation
Greenfield District Office
32 South Broadway
Greenfield, Indiana 46140
C. Notices to the LPA shall be sent to:
Jeremy Kashman, P.E., City En ig neer
City of Carmel
One Civic Square
Carmel, Indiana 46032
D. Notices to the MPO shall be sent to:
City of Indianapolis
Department of Metropolitan Development
Metropolitan Planning Organization
Attention: Anna Gremlins
200 East Washington Street, Suite 1922
Indianapolis, Indiana 46204
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RECITALS
WHEREAS, LPA has applied to INDOT, and INDOT has found the LPA eligible to receive
federal funds for the Project described in Attachment A; and
WHEREAS, LPA requests an exchange of federal funds for state funds under IC 36-9-42.2; and
WHEREAS, LPA agrees to pay its share of the Project cost as stated in this Contract; and
WHEREAS, the MPO agrees to make the funding available that would otherwise be available for
this and other projects for the LPA's use subject to all of the conditions of this Contract; and
WHEREAS, the PARTIES desire to contract on certain project description, scheduling, and
funding allocation; and
WHEREAS, the PARTIES have determined the Project, is in the best interests of the citizens of
the State of Indiana; and
WHEREAS, the PARTIES execute this Contract pursuant to Indiana Code §§ 8-23-2-6, 8-23-4-7,
36-1-4-7, 36-1-7-3, and 36-9-42.2; and
WHEREAS, the LPA desires to expedite delivery of the Project, comply with all State
requirements and fiscally manage the Project; and
NOW THEREFORE, in consideration of the mutual covenants and promises herein contained,
the LPA, MPO and INDOT agree as follows:
The "Recitals" and "Notice to PARTIES" above are hereby made an integral part and specifically
incorporated into this Contract.
SECTION I.
PROJECT DESCRIPTION
INDOT, the MPO and the LPA enter into this Contract to complete the project described in
Attachment A (the "Project"), herein attached to and made an integral part of this Contract.
SECTION H.
LPA RESPONSIBILITIES
A. Pursuant to Indiana Code § 36-9-42.2(8) the LPA agrees to the following:
1. The LPA may only exchange federal funds for state funds as provided herein;
2. The LPA may use the state funds only for the Project;
3. If the LPA uses the state funds to replace local funds in order to use the local funds for purposes
unrelated to transportation, the LPA:
a. must repay the state funds to INDOT; and
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b. may not participate in the exchange program during the succeeding fiscal year.
4. The exchange rate under this Contract is seventy-five cents ($0.75) of state funds for each one
dollar ($1) of federal funds;
5. The LPA agrees to provide local matching funds equal to not less than ten percent (10%) of the
estimated project cost; and
6. The LPA agrees that INDOT will disburse the state funds to the LPA as provided in Section
VI(C) of this Contract, and the MPO shall provide the federal funds exchanged to INDOT as
provided in V(A).
B. The LPA will provide the information and services, or shall cause the information and services to
be provided, as set out in Attachment B (LPA's Rights and Duties), herein attached to and made an
integral part of this Contract. The LPA will follow all applicable INDOT procedures, guidelines,
manuals, standards, specifications and directives.
SECTION III.
INDOT RESPONSIBILITIES.
INDOT will provide the information and services as set out in Attachment C (INDOT's Rights and
Duties), herein attached to and made an integral part of this Contract.
SECTION IV.
MPO'S RIGHTS AND DUTIES
The MPO will provide the information and services as set out in Attachment D (MPO's Rights and
Duties), herein attached to and made an integral part of this Contract.
SECTION V.
A. PROJECT FUNDS. INDOT will provide state funds in exchange for federal funds at a rate of
$.75 state dollar per $1.00 federal dollar for the cost of the Project. INDOT shall provide these
funds to the LPA for actual costs of the Project, less the 10% local match in accordance with
Attachment E (Project Funds), which is herein attached to and made an integral part of this
Contract. In accordance with all terms of this Contract, INDOT shall provide state funds in the
amount of $8,550,000.00 to the LPA for the Project. On behalf of the LPA, the MPO shall
reimburse INDOT using federal funds in the amount of $11,400,000.00 -on or before December 31,
2021. The MPO will not be obligated to contribute any additional MPO funds to the Project
beyond the funding amounts agreed to as part of this Contract. The MPO may reimburse INDOT
using types of federal funding other than Surface Transportation Program ("STP") funds, such as
Highway Safety Improvement Program ("HSIP") and Congestion Management and Air Quality
Program ("CMAQ") funds; however, these listed .non -STP federal funding types may not exceed
50% of the total MPO apportionment for the federal program fund type in a given fiscal year. In
addition to the standard federal funds, the MPO may have the option to apply redistribution
funds, Prior Year Balance ("PYB") funds and/or excess federal funds from any given state fiscal
year during the schedule of this Contract. The final repayment shall be due no later than
December 31, 2021.
B. As a condition precedent to performance of other obligations by any Party to this Contract, the LPA
must have a fully executed Interlocal Agreement with the City of Indianapolis concerning
acquisition and use of right-of-way prior to June 1, 2017. Failure to obtain a fully executed
agreement prior to June 1, 2017, shall result in an automatic termination of this Contract.
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SECTION VI.
TERM. TERMINATION AND SCHEDULE.
A. TERM. The Term of this Contract shall be from January 1, 2017 to December 31, 2022.
B. TERMINATION. This Contract shall automatically terminate if the LPA is unable to obtain a fully
executed Interlocal Agreement with the City of Indianapolis concerning acquisition and use of
right-of-way needed for the Project by June 1, 2017.
C. SCHEDULE.
1. INDOT shall make installment payments to LPA in accordance with the following payment
schedule:
a. INDOT shall make its first installment payment of state funds to LPA in the amount of
$2,850,000.00 no later than August 31, 2018.
b. INDOT shall make its second installment payment of state funds to LPA in the amount of
$2,850,000.00 no later than August 31, 2019.
c. INDOT shall make its third installment payment of state funds to LPA in the amount of
$2,850,000.00 no later than August 31, 2020.
2. On behalf of the LPA, the MPO shall reimburse INDOT in accordance with Section
V(A) of this Contract.
SECTION VII.
GENERAL PROVISIONS.
Except as otherwise provided herein and for purposes of Section VII only, the LPA and MPO shall
collectively be referred to as the "LPA". The term "LPA" for purposes of this Section is not intended to
create joint and several liability but is being used solely for ease of reference.
A. Access to Records. The LPA 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 INDOT or its authorized representative, and copies thereof shall be
furnished free of charge, if requested by MOT.
B. Audits. The LPA 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 IC §5-11-1, et seq.,
and audit guidelines specified by the State.
The State considers the LPA to be a "sub -recipient" for purposes of this Contract. However, if
required by applicable provisions of the Office of Management and Budget Circular A-133 (Audits
of States, Local Governments, and Non -Profit Organizations), following the expiration of this
Contract the LPA shall arrange for a financial and compliance audit of funds provided by the State
pursuant to this Contract. Such audit is to be conducted by an independent public or certified
public accountant (or as applicable, the Indiana State Board of Accounts), and performed in
accordance with Indiana State Board of Accounts publication entitled "Uniform Compliance
Guidelines for Examination of Entities Receiving Financial Assistance from Governmental
Sources," and applicable provisions of the Office of Management and Budget Circulars A-133
(Audits of States, Local Governments, and Non -Profit Organizations). The LPA is responsible for
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r
ensuring that the audit and any management letters are completed and forwarded to the State in
accordance with the terms of this Contract.
For audits conducted pursuant to Indiana Code 5-11-1, and audited by the Indiana State Board of
Accounts on the time schedule set forth by the Indiana State Board of Accounts, the LPA shall
provide to the Indiana State Board of Accounts, all requested documentation necessary to audit the
Local Public Agency in its entirety.
If the audit is conducted by an independent public or certified public account and not the Indiana
State Board of Accounts, the LPA shall submit the completed audit to the Indiana State Board of
Accounts within 10 (ten) days of the completion of the audit.
The audit shall be an audit of the actual entity, or distinct portion thereof that is the LPA, and not of
a parent, member, or subsidiary corporation of the LPA, except to the extent such an expanded
audit may be determined by the Indiana State Board of Accounts or the State to be in the best
interests of the State.
C. Compliance with Laws.
1. The LPA shall comply with all applicable federal, state and local laws, rules, regulations
and ordinances, and all provisions required thereby to be included herein are hereby
incorporated by reference. The enactment or modification of any applicable state or
federal statute or the promulgation of rules or regulations there under, after execution of
this Contract shall be reviewed by INDOT and the LPA to determine whether the
provisions of this Contract require formal modification.
2. The LPA and its agents shall abide by all ethical requirements that apply to persons who
have a business relationship with the State, as set forth in Indiana Code § 4-2-6, et seq.,
Indiana Code § 4-2-7, et seq., the regulations promulgated there under, and Executive
Order 05-12, dated January 12, 2005. If the LPA is not familiar with these ethical
requirements, the LPA 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 LPA or its agents violate any applicable ethical
standards, INDOT may, in its sole discretion, terminate this Contract immediately upon
notice to the LPA. In addition, the LPA may be subject to penalties under Indiana Code
§§ 4-2-6, 4-2-7, 35-44-1-3 and under any other applicable State or Federal laws.
The LPA represents and warrants that the LPA 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 under this agreement. Failure to do so may be deemed a
material breach of this Contract and grounds for termination and denial of further work
with the State.
4. As required by I.C. 5-22-3-7:
(1) The LPA and any officials of the LPA certify that:
(A) the LPA, except for de minimis and nonsystematic violations, has not
violated the terms p£
(i) IC §24-4.7 [Telephone Solicitation Of Consumers];
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(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 LPA 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.
(2) The LPA and any officials of the LPA certify that an affiliate or official of the
LPA and any agent acting on behalf of the LPA or on behalf of an affiliate or
official of the LPA except for de minimis and nonsystematic violations,
(A) has not violated the terms of IC §24-4.7 in the previous three hundred sixty-
five (365) days, even if IC §24-4.7 is preempted by federal law; and
(B) will not violate the terms of IC §24-4.7 for the duration of the Contract, even
if IC §24-4.7 is preempted by federal law.
D. Debarment and Suspension.
1. 1 The LPA certifies by entering into this Contract that neither it 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 of Indiana. The term "principal" for purposes of this Contract means an
officer, director, key employee or other person with primary management or supervisory
responsibilities, or a person who has critical influence on or substantive control over the
operations of the LPA.
2. The LPA certifies that it will verify 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 LPA shall immediately notify INDOT if any subcontractor becomes
debarred or suspended, and shall, at INDOT's request, take all steps required by the State to
terminate its contractual relationship with the subcontractor for work to be performed under this
Contract.
E. Drug -Free Workplace Certification. As required by Executive Order No. 90-5 dated April 12,
1990, issued by the Governor of Indiana, the Contractor hereby covenants and agrees to make a
good faith effort to provide and maintain a drug-free workplace. The Contractor will give written
notice to the State within ten (10) days after receiving actual notice that the Contractor, or an
employee of the Contractor 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 the State for up to three (3)
years.
In addition to the provisions of the above paragraph, if the total amount set forth in this Contract
is in excess of $25,000.00, the Contractor certifies and agrees that it will provide a drug-free
workplace by;
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
Page, 6 of 13
the Contractor'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 Contractor'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 Contractor of any criminal drug statute conviction for a violation occurring in the
workplace no later than five (5) days after such conviction;
4. Notifying the State in writing within ten (10) days after receiving notice from an employee under
subdivision (C)(2) above, or otherwise receiving actual notice of such conviction;
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.
F. Force Majeure. In the event either party is unable to perform any of its obligations under this
Contract 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.
G. Funding Cancellation Clause. When the Director of the State Budget Agency makes a written
determination that funds are not appropriated or otherwise available to support continuation of the
performance of this Contract, this Contract shall be canceled. A determination by the Director of
the State Budget Agency that funds are not appropriated or otherwise available to support
continuation of performance shall be final and conclusive.
H. 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.
I. Indemnification. The CITY agrees to and shall indemnify, defend, exculpate, and hold
harmless the State of Indiana, INDOT, the MPO and/or its/their officials, agents, representatives,
attorneys and employees , individually and/or jointly, from any and all claims, demands, actions,
liability and/or liens that may be asserted by the CITY and/or by any other person, firm,
corporation, insurer, government or other legal entity, for any claim for damages arising out of
any and all loss, damage, injuries, and/or other casualties of whatsoever kind, or by whomsoever
caused, to the person or property of anyone on or off the right-of-way, arising out of or resulting
from the performance of the contract or from the installation, existence, use, maintenance,
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condition, repairs, alteration and/or removal of any equipment or material, whether due in whole
or in part to the acts and/or omissions and/or negligent acts and/or omissions:
(a) of the State of Indiana, INDOT, and/or its/their officials, agents, representatives, attorneys
and/or employees, individually and/or jointly;
(b) of the CITY, and/or its officials, agents, representatives, attorneys and/or employees,
individually and/or jointly;
(c) of any and all persons, firms, corporations, insurers, government or other legal entity
engaged in the performance of the contract; and/or.
(d) the joint negligence of any of them, including any claim arising out of the Worker's
Compensation law or any other law, ordinance, order, or decree.
The CITY also agrees to pay all reasonable expenses and attorney's fees incurred by or imposed
on the State of Indiana, INDOT, the MPO and/or its/their officials, agents, representatives,
attorneys, and/or employees, individually and/or jointly,. in connection herewith in the
event that the CITY shall default under the provisions of this section.
The CITY also agrees to pay all reasonable expenses and attorney's fees incurred by or imposed
on the State of Indiana, INDOT, the MPO and/or its/their officials, agents, representatives,
attorneys, and/or employees, individually and/or jointly, in asserting successfully a claim against
the CITY for indemnity pursuant to this contract.
J. Merger & 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 Contract. This Contract may not be modified,
supplemented or amended, in any manner, except by written agreement signed by all necessary
PARTIES.
K. Non -Discrimination.
1. This Contract is enacted pursuant to the Indiana Civil Rights Law, specifically including IC
22-9-1-10, and in keeping with the purposes of the Civil Rights Act of 1964 as amended, the
Age Discrimination in Employment Act, and the Americans with Disabilities Act. Breach of
this covenant may be regarded as a material breach of this Contract, but nothing in this
covenant shall be construed to imply or establish an employment relationship between the
State and any applicant or employee of the LPA or any subcontractor.
Under IC 22-9-1-10 LPA covenants that it shall not discriminate against any employee or
applicant for employment relating to this Contract with respect to the hire, tenure, terms,
conditions or privileges of employment or any' matter directly or indirectly related to
employment, because of the employee's or applicant's race, color, national origin, religion,
sex, age, disability, ancestry, or status as a veteran.
2. The LPA understands that INDOT is a recipient of federal funds. Pursuant to that
understanding, the LPA agrees that if the LPA employs fifty (50) or more employees and
does at least $50,000.00 worth of business with the State and is not exempt, the LPA will
comply with the affirmative action reporting requirements of 41 CFR 60-1.7. The LPA 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.
Page 8 of 13
It is the policy of INDOT to assure full compliance with Title VI of the Civil Rights Act of
1964, the Americans with Disabilities Act and Section 504 of the Vocational Rehabilitation
Act and related statutes and regulations in all programs and activities. Title VI and related
statutes require that no person in the United States shall on the grounds of race, color or
national origin be excluded from participation in, be denied the benefits of, or be subjected to
discrimination under any program or activity receiving Federal financial assistance.
(INDOT's nondiscrimination enforcement is broader than the language of Title VI and
encompasses other State and Federal protections. INDOT's nondiscrimination enforcement
shall include the following additional grounds: sex, sexual orientation, gender identity,
ancestry, age, income status, religion, disability, income status, limited English proficiency, or
status as a veteran).
3. During the performance of this Contract, the LPA, for itself, its assignees and successors in
interest (hereinafter referred to as the "LPA") agrees to the following assurances under Title
VI of the Civil Rights Act of 1964:
a. Compliance with Regulations: The LPA shall comply with the regulations relative to
nondiscrimination in Federally -assisted programs of the Department of Transportation,
Title 49 CFR Part 21, as they may be amended from time to time (hereinafter referred to
as the Regulations), which are herein incorporated by reference and made a part of this
Contract.
b. Nondiscrimination: The LPA, with regard to the work performed by it during the
Contract, shall not discriminate on the grounds of race, color, sex, sexual orientation,
gender identity, national origin, religion, disability, ancestry, or status as a veteran in the
selection and retention of subcontractors, including procurements of materials and
leases of equipment. The LPA shall not participate either directly or indirectly in the
discrimination prohibited by section 21.5 of the Regulation, including employment
practices when the Contract covers a program set forth in Appendix B of the
Regulations.
C. Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In
all solicitations either by competitive bidding or negotiation made by the LPA for work
to be performed under a subcontract, including procurements of materials or leases of
equipment, each potential subcontractor or supplier shall be notified by the LPA of the
LPA's obligations under this Contract, and the Regulations relative to
nondiscrimination on the grounds of race, color, sex, sexual orientation, gender identity,
national origin, religion, disability, ancestry, income status, limited English proficiency,
or status as a veteran.
d. Information and Reports: The LPA shall provide all information and reports required
by the Regulations, or directives issued pursuant thereto, and shall permit access to its
books, records, accounts, other sources of information, and its facilities as may be
determined by the Indiana Department of Transportation and Federal Highway
Administration to be pertinent to ascertain compliance with such Regulations, orders
and instructions. Where any information required of a LPA is in the exclusive
possession of another who fails or refuses furnish this information, the LPA shall so
certify to the Indiana Department of Transportation or the Federal Highway
Administration as appropriate, and shall set forth what efforts it has made to obtain the
information.
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Sanctions for Noncompliance: In the event of the LPA's noncompliance with the
nondiscrimination provisions of this Contract, the Indiana Department of Transportation
shall impose such contract sanctions as it or the Federal Highway Administration may
determine to be appropriate, including, but not limited to: (a) withholding payments to
the LPA under the Contract until the LPA complies, and/or (b) cancellation, termination
or suspension of the Contract, in whole or in part.
f. Incorporation of Provisions: The LPA shall include the provisions of paragraphs a
through f in every subcontract, including procurements of materials and leases of
equipment, unless exempt by the Regulations, or directives issued pursuant thereto.
The LPA shall take such action with respect to any subcontract or procurement as the Indiana
Department of Transportation or the Federal Highway Administration may direct as a means of
enforcing such provisions including sanctions for non-compliance, provided, however, that in the
event the LPA becomes involved in, or is threatened with, litigation with a subcontractor or
supplier as a result of such direction, the LPA may request the Indiana Department of
Transportation to enter into such litigation to protect the interests of the Indiana Department of
Transportation, and, in addition, the LPA may request the United States of America to enter into
such litigation to protect the interests of the United States of America.
L. Payment. All payments made by INDOT, if any, shall be made in arrears in conformance
with State fiscal policies and procedures and, as required by I.C. 4-13-2-14.8, by electronic funds
transfer to the financial institution designated by the LPA in writing unless a specific waiver has
been obtained from the Indiana Auditor of State. No payments will be made in advance of receipt
of the goods or services that are the subject of this Contract except as permitted by I.C. 4-13-2-20.
M. Penalties. Interest and Attorney's Fees. INDOT will in good faith perform its required
obligations hereunder, and does not agree to pay any penalties, liquidated damages, interest, or
attorney's fees, except as required by Indiana law in part, I.C. 5-17-5, I.C. 34-54-8, and I.C. 34-13
N. Severability. The invalidity of any section, subsection, clause or provision of the Contract shall
not affect the validity of the remaining sections, subsections, clauses or provisions of the Contract.
O. Status of Claims. The LPA shall be responsible for keeping INDOT currently advised as to the
status of any claims made for damages against the LPA resulting from services performed under
this Contract. The LPA 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, Indiana 46204-2249
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
Page 10 of 13
Non -Collusion
The undersigned attests, subject to the penalties for perjury, that the undersigned is the LPA, or that the
undersigned is the properly authorized representative, agent, member or officer of the LPA. Further, to the
undersigned's knowledge, neither the undersigned nor any other member, employee, representative, agent or
officer of the LPA, directly or indirectly, has entered into or been offered any sum of money' or other
consideration for the execution of this Contract other than that which appears upon the face hereof.
Furthermore, if the undersigned has knowledge that a state, officer, employee, or special
state appointee, as those terms are defined in IC 4-2-6-1, has a financial interest in the
Contract, the LPA attests to compliance with the disclosure requirements in IC 4-2-6-10.5.
In Witness Whereof, the PARTIES 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.
LPA: CITY OF CARMEL
Print or type Name and Title
�iknature and Date
l'11TA 0✓ v L�
Print or pe Name and Title
Date
C-6 icu <,3 U Q �O CLa-Go r`1
Print or type Name and Ti le
Signa re a ate
08-703-3320
LPA DUNS #: ---
ATT
-
ATT T
Auditor or Clerk T easurer
Page 11 of 13
Non -Collusion .
The undersigned attests, subject to the penalties for perjury, that the undersigned is the MPO, or that the
undersigned is the properly authorized representative, agent, member or officer of the MPO. Further, to the
undersigned's knowledge, neither the undersigned -nor any other member, employee, representative, agent or
officer of the MPO, directly or indirectly, has entered into or been offered any sum of money or other
consideration for the execution of this Contract other than that which appears upon the face hereof.
Furthermore, if the undersigned has knowledge that a state officer, employee, or special
state appointee, as those terms are defined in IC 4-2-6-1, has a financial interest in the
Contract, the MPO attests to compliance with the disclosure requirements in IC 4-2-6-10.5.
In Witness Whereof, the PARTIES 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.
MPO: CITY OF INDIANAPOLIS
Print or type Name and Title
Signature and Date
Print or type Name and Title
Signature and Date
Print or type Name and Title
Signature and Date
Page 12 of 13
STATE OF INDIANA
Indiana Department of Transportation
Recommended for approval by:
Kathy Eaton-McKalip
Date:
Executed By:
Brandye Hendrickson, Commissioner
Indiana Department of Transportation
Date:
APPROVALS
STATE OF INDIANA
State Budget Agency
Brian E. Bailey, Director
Date:
STATE OF. INDIANA
Department of Administration
Jessica Robertson, Commissioner
Date:
Approved as to Form and Legality:
Attorney General Gregory F. Zoeller
Date Approved:
(FOR)
(for)
Page 13 of 13
ATTACHMENT A
PROJECT DESCRIPTION
Des. No.: 1600884
Program: Federal Exchange Funds
Type of Project: Intersection Improvement; Interchange
Location: 96th Street and Keystone Parkway, Carmel, Indiana
A general scope/description of the Project is as follows:
The 96th Street and Keystone Parkway Roundabout Interchange consists of elevating Keystone
Parkway and installation of a new at grade roundabout on 96th Street. The project includes
roadway reconstruction, curb and gutter, storm sewer installation and multi -use path
construction.
Attachment A, Page 1 of 1
ATTACHMENT B
LPA'S RIGHTS AND DUTIES
In addition to any other rights and duties required by Indiana or federal law, regulations, rules,
policies or procedures, or described elsewhere in this Contract, the following are the LPA's rights and
duties under this Contract for the Project.
1. Pursuant to Indiana Code § 36-9-42.2, the LPA has requested and intends to use state
funds instead of federal funds to partially pay for the Project. The LPA shall use sound
engineering practices for the design of the Project. The LPA should complete the Project in
accordance with INDOT's Design Manual (See http://www.in.gov/indot/design manual/) and all
pertinent state and federal laws, regulations, policies and guidance.
2. The LPA or its consultant should prepare the environmental document(s) for the Project
in accordance with INDOT's Environmental Manual (See http://www.in.gov/indot/2523.htm.)
and all pertinent state and federal laws, regulations, policies and guidance.
3. The LPA acknowledges that in order for the cost of consultant services to be eligible for
state funds, the consultant selection must be accordance with INDOT's consultant selection
procedure.
4. REQUIREMENTS FOR ADDITIONAL CONTRACTS
A. If the LPA wishes to contract with a consultant, contractor or other agent to
complete work on the Project, LPA may:
use the "LPA -CONSULTANT Agreement", which is found at
http://www.in.gov/indot/283.htm and is incorporated by reference; or
2. use a form of agreement that has been reviewed and approved by INDOT.
5. The LPA,agrees to provide all relevant documents including, but not limited to, all plans,
specifications and special provisions, to INDOT for review and approval, and such approval will
not be unreasonably withheld. If INDOT does not approve an LPA submittal, the LPA shall
cause the submittal to be modified in order to secure INDOT's approval. The LPA understands
that if it fails to provide a submittal, submits it late, or the submittal is not approvable, the
schedule, cost, and state funds for the Project may be jeopardized.
6. The LPA agrees to complete all right-of-way acquisition, utility coordination, railroad
coordination, and acquire the necessary permit(s) and submit documentation of such to INDOT.
The utility coordination shall be in accordance with 105 IAC 13.
7. The LPA shall also be responsible for all costs associated with additional provisions
and/or expenses in excess of the state funds allocated to the project.
8. The LPA shall provide competent and adequate engineering, testing, and inspection
service to ensurelthe performance of the work is in accordance with the construction contract,
plans and specifications and any special provisions or approved change orders. If, in INDOT's
opinion, the services enumerated in this section are deemed to be incompetent or inadequate or
are otherwise insufficient or if a dispute arises, INDOT may withhold reimbursement of state
funds for this work.
9. If INDOT should require reports, the LPA shall submit reports, including but not limited
to quarterly reports, to INDOT regarding the project's progress and the performance of work per
Attachment B, Page 1 of 2
INDOT standard reporting methods. If the required reports are not submitted, state funds
may be withheld.
10. If INDOT finds violations of this contract, state or federal law, or otherwise denies or
withholds state funds (hereinafter called a citation or cited funds) for any reason and for all or any
part of the Project, the LPA agrees as follows:
A. In the case of correctable noncompliance, the LPA shall make the corrections in a
reasonable amount of time. If the LPA fails to do so, paragraph 10.b. and/or
10.c. below, as applicable, shall apply.
B. In case a citation for noncompliance is not correctable or if correctable and the
LPA does not make any corrections, this paragraph shall apply and adjustments
shall be made as follows:
1. The LPA shall reimburse INDOT the total amount state funds provided
for the Project.
C. If INDOT issues a citation denying or withholding all or any part of the state
funds described in Section V of the Contract due to LPA noncompliance with
requirements, and construction work was or is in progress, the following shall
apply:
1. INDOT may elect to terminate, suspend, or continue reimbursement of
the construction work.
2. In the case of correctable noncompliance, the LPA shall make the
corrections in a reasonable amount of time to the satisfaction of INDOT.
In case the noncompliance is not correctable, or if correctable and the
LPA does not make any corrections, or if correctable and the LPA makes
corrections that are not acceptable to INDOT, or for whatever reason the
citation continues in force beyond a reasonable amount of time, and
construction work has been terminated or suspended, the LPA agrees to
reimburse INDOT the full amount it paid for said construction work, less
the amount of state funds allowed by INDOT.
D. In any case, the LPA shall reimburse INDOT the total of any and all costs of the
Project not eligible for state reimbursement.
E. If for any reason, the LPA is required to repay to INDOT the sum or sums of
state funds paid to the LPA under the terms of this Contract, then the LPA shall
repay to INDOT such sum or sums within forty-five (45) days after receipt of a
billing from INDOT. Payment for any and all costs incurred by the LPA which
are not eligible for state funding shall be the sole obligation of the LPA.
Attachment B, Page 2 of 2
ATTACHMENT C
INDOT'S RIGHTS AND DUTIES
In addition to any other rights and duties required by Indiana or federal law or regulations or
described elsewhere in this Contract, the following are INDOT's rights and duties under the Contract:
1. INDOT shall have the option to access and to inspect all plans, specifications and special
provisions for the Project regardless of when those plans, specifications, special provisions or
other such Project documents were created.
2. The LPA shall let and award the construction contract for the Project according to
applicable laws and rules.
3. INDOT shall have the right and opportunity to inspect any construction under this
Contract to determine whether the construction is in conformance with the plans and
specifications for the Project.
4. If the LPA must repay state funds in accordance with Section II(A)(3), then INDOT shall
repay the MPO the proportionate amount of federal funds in accordance with this Contract.
Attachment C, Page 1 of 1
ATTACHMENT D
MPG'S RIGHTS AND DUTIES
In addition to any other rights and duties required by Indiana or federal law.or regulations
or described elsewhere in this Contract, the following are MPO's rights and duties under the
Contract:
1. MPO shall have the option to access and to inspect all plans, specifications and
special provisions for the Project regardless of when those plans, specifications,
special provisions or other such Project documents were created.
2. MPO shall have the right and opportunity to inspect any construction under this
Contract to determine whether the construction is in conformance with the plans and
specifications for the Project.
On behalf of the LPA, the MPO shall reimburse INDOT in accordance with Section
V(A) of the Contract.
4. If INDOT provides repayment to the MPO in accordance with Section II(A)(3) and
Attachment C, the MPO must use these federal funds no later than the end of the
next state fiscal year following receipt of said funds. Failure to do so shall result in
the forfeiture of the federal funds to INDOT.
Attachment D, Page 1 of 1
Nm
F.'% 10rMov, Iu 1 �QW-N,
PROJECT FUNDS
I. Project Costs.
A. Pursuant to Indiana Code § 36-9-42.2 state Funds made available to the LPA by INDOT
will be used to pay 75 % of the eligible Project costs that had been approved for federal
funding. The maximum amount of state funds allocated to the Project is $8,550,000.00.
B. The remainder of the Project cost shall be borne by the LPA. For the avoidance of doubt,
INDOT shall not pay for any costs relating to the Project unless the PARTIES have agreed in a
document (which specifically references section I.B. of Attachment E of this Contract) signed by
an authorized representative of INDOT, the Indiana Department of Administration, State Budget
Agency, and the Attorney General of Indiana.
II. Billings.
A. The LPA shall pay all eligible Project costs with the state funds provided by INDOT and
other sources, not to exceed the amount listed in Section I.A. above.
B. The LPA understands time is of the essence regarding the Project timeline and costs and
delays in payment may cause substantial time delays and/or increased costs for the Project.
III. ' Repayment Provisions.
If for any reason INDOT finds non-compliance and requires a repayment of state funds
previously reimbursed, the LPA is required to submit such sums no later than December 31,
2021. If the LPA has not paid the full amount due within sixty (60) calendar days past the due
date, INDOT may proceed in accordance with I.C. 8-14-1-9 to compel the Auditor of the State of
Indiana to make a mandatory transfer of funds for the LPA's allocation of the Motor Vehicle
Highway Account to INDOT's account until the amount due has been repaid.
Attachment E, Page 1 of 1