HomeMy WebLinkAbout2011-R-28 (Not Final w/ all signatures) 20 /i -2 -R$'
INTERLOCAL COOPERATIVE AGREEMENT
Between
THE INDIANA DEPARTMENT OF TRANSPORTATION
And
THE CITY OF ,JEFFERSON VILLE
Concerning
Construction and Maintenance of Indiana Approaches to the Big Four Bicycle and Pedestrian
Bridge over the Ohio River
EDS:
This Agreement is made and entered into this day of 2011 by and
between the Indiana Department of Transportation (hereinafter referred to as " INDOT"), and the
City of Jeffersonville, Indiana (hereinafter referred to as the "CITY"), and jointly referred to as the
"PARTIES ".
RECITALS
WHEREAS, the Big Four Bridge structure exclusive of bridge approaches is owned by the
Louisville Waterfront Development Corporation. a Kentucky Not for Profit Corporation
(hereinafter referred to as "WDC "); and
WHEREAS, the CITY is cooperating with the City of Louisville, Kentucky and the WDC to
construct a pedestrian bridge and path upon the Big Four Bridge and to construct necessary
approaches to the Big Four Bridge; and
WHEREAS, INDOT and KYTC have agreed to cooperate and coordinate with the CITY,
the City of Louisville, thc WDC and any other necessary parties to complete the pedestrian bridge
and path upon thc Big Four Bridge and approaches in each state (hereinafter referred to as the "Big
Four Bi -state Agreement" and attached hereto as Exhibit A); and
WHEREAS, under the Big Four Bi -state Agreement, INDOT has agreed to provide up to
EIGHT MILLION DOLLARS in federal aid funds to the CITY to assist in construction of needed
approaches to the Big Four Bridge in Indiana (hereinafter referred to as the "Project "); and
WHEREAS, the CITY and 1NDOT acknowledge that the available funding for the Project is
from various federal -aid sources requiring contribution of local matching funds; and
WHEREAS. the CITY shall provide at least TWO MILLION DOLLARS ($2,000,000.00)
in local funds to satisfy matching requirements for t Project; and
WHEREAS, the CITY is in the process of completing necessary environmental studies for
the Indiana approach, which will reference environmental studies already completed for the
Kentucky approach and the Big Four Bridge structure; and
WHEREAS, INDOT shall assist the CITY in letting the Project in accordance with
1NDOT's usual procedures for local public agency projects once the environmental document is
completed and approved by the Federal Highway Administration (hereinafter "FHWA ") and any
necessary permits are issued;
NOW TIIEREFORE, in consideration of the premises and the mutually dependent covenants
herein contained. the Parties hereto agree as follows.
1.1. CITY'S Responsibilities.
A. Prerequisites to Availability of Funds. Prior to federal funds being made available for the
Project. the CITY shall complete the following requirements:
i.) Environmental Document. The CITY shall complete all required environmental and
historic preservation documentation in accordance with all applicable federal and state law
or regulations. The CITY shall also enter into any mitigation agreements or memoranda
required by reviewing agencies. The environmental document shall incorporate or reference
other environmental studies previously completed for the Big Four Bridge structure and the
Kentucky Access Ramp, and must be approved FHWA before INDOT will make federal
funds available for the Project under this Agreement.
ii.) Right -of -way Certification and Utility Relocation. The CITY shall acquire all right -of-
way needed for the Project at its expense and in its own name and shall submit
documentation to have all right-of-way certified by INDOT's Seymour District in
accordance with INDOT's usual Local Public Agency (LPA) project procedures. All right -
of -way must be certified before INDOT will make federal funds available for the Project
under this Agreement. The CITY shall also be responsible to ensure that any necessary
utility relocation occurs in accordance with applicable federal and state laws and
regulations.
iii.)Design and Bid Package. The CITY shall have all necessary design work for the Project
completed at its expense in accordance with applicable federal and INDOT standards, and
shall submit completed plans and a bid package to INDOT in accordance with INDOT's
LPA process and all applicable federal and state law. Acceptable design plans and a
complete bid package for the Project must be submitted to INDOT before INDOT will make
federal funds available for the Project under this Agreement.
B. Local Matching Funds. In accordance with the terms of Section 1.3 of this Agreement, the
CITY shall pay an amount equal to twenty (20) percent of Project costs in local funds, and
shall pay an amount equal to one hundred (100) percent of all Project costs in excess of
TEN MILLION DOLLARS. The CITY shall pay the entire required amount of local
matching funds (equal to twenty (20) percent of the bid price of the Project up to TEN
MILLION DOLLARS ($10,000,000) plus one hundred (100) percent of any Project costs
exceeding TEN MILLION DOLLARS (S10,000,000)) before INDOT will issue notice to
proceed for the Project The CITY shall also pay the entire cost of any change orders and
cost increases associated with the Project in accordance with the terms of Section 1.3 of this
Agreement. The CITY understands that it must make the twenty (20) percent matching
payments described herein with local funds.
C. Because federal -aid highway funds arc being used in construction of the Project, the CITY
shall be required to maintain ownership of the Project.
D. Upon completion of construction of the Project, the CITY shall be required to maintain,
inspect, and operate the Project in accordance with all applicable state and federal laws or
2
regulations. The CITY may choose to accomplish its maintenance, inspection and operation
responsibilities by entering into agreements with any necessary third parties (including the
WDC or the City of Louisville, Kentucky) to provide necessary services. The CITY shall
be solely responsible for all costs of maintenance, operation and inspection of the Project
once constructed.
1.2. INDOT'S Responsibilities.
A. INDOT will let a contract for construction of the Project (the "Contract ") in accordance
with applicable law and usual INDOT LPA procedures. Upon receipt of LPA concurrence
and responsive and acceptable bids, and in its sole discretion, INDOT may choose to award
the Contract to the lowest and best bidder.
B. INDOT will conduct all required construction inspection associated with the Project as a
part of their administration of the Contract.
C. INDOT will make federal -aid funds available to the CITY to cover up to eighty (80) percent
of Project costs. INDOT will make such federal -aid funds available to the CITY in an
amount up to but not to exceed EIGHT MILLION DOLLARS ($8,000,000) for the sole and
exclusive purpose of paying costs of construction or construction inspection of the Project
Under no circumstances shall INDOT be responsible for any other costs associated with the
Project, including costs of preliminary design, right -of -way acquisition. operation,
maintenance or inspection.
D. INDOT will provide final documentation of all costs associated with the Project at the
conclusion of construction of the Contract.
1.3. Payment.
A. If the CITY concurs with the award of the CONTRACT including the Project as required
under Section 1.1 of this Agreement, INDOT shall invoice the CITY for the bid price of the
Project less INDOT's federal aid funds contribution (in accordance with Section 1.2(C) of
this Agreement) of eighty (80) percent of Project costs up to but not to exceed EIGHT
MILLION DOLLARS (S8.000,000). The CITY shall remit the full amount owed on the
invoice to INDOT, using local funds, within thirty (30) days of the award of the
CONTRACT or before work begins on the Project, whichever occurs soonest.
B. The CITY shall remit the full amount of any approved change orders or cost increases to
INDOT within thirty (30) days of' approval of the change order or cost increase. In the
event that the total costs of the Project are less than the bid amount paid by the CITY to
INDOT, INDOT shall return the unused portion of any funds paid by the CITY after final
accounting for the CONTRACT is complete.
C. The maximum amount of INDOT's costs for the Project shall not exceed EIGHT MILLION
DOLLARS AND NO CENTS (S8.000,000).
1.4. Duration and Renewal of Agreement. This term of this Agreement shall be from the date
of the last signature to this Agreement through December 31, 2015 or completion of final audit of
the Project by INDOT, whichever occurs last. This Agreement may be renewed under the same
terms and conditions subject to the approval of all signing Parties.
3
1.5. Amendment. No alteration, modification, or amendment to This Agreement is permitted,
except by written agreement sitmed by the Parties.
1.6. Dispute Resolution. Any dispute arising hereunder shall be submitted to the Indiana
Department of Administration for final resolution.
1.7. Captions. All captions, section headings, paragraph titles and similar items are provided
for the purpose of reference and convenience and are not intended to be inclusive, definitive or to
affect the interpretation of this Agreement.
1.8. Integration. This Agreement and any documents or exhibits incorporated into this
Agreement represent the entire understanding between the Parties. By signing this Agreement, the
Parties recognize that no other oral or written contracts or agreements conceming the Project exist,
and that if any such oral or written contracts or agreements exist, they are hereby superseded. Each
Party hereby represents that it will not rely upon any agreement, contract or understanding not
reduced to writing and incorporated into this Agreement prior to the execution hereof or not
reduced to writing and incorporated into written amendments of this Agreement.
[Remainder of Page Intentionally Left Blank]
4
11. GENERAL PROVISIONS
2.1. Access to Records. The CITY shall maintain all books, documents, papers, correspondence,
accounting records and other evidence pertaining to the cost incurred under this Agreement. and shall
make such materials available at their respective offices at all reasonable times during the period of
this Agreement and for five (5) years from the date of' final payment under the terms of' this
Agreement, for inspection or audit by INDOT, or its authorized representative, and copies thereof
shall be furnished free of charge, if requested by INDOT. The CITY agrees that, upon request by any
agency participating in federally- assisted programs with whom the CITY has Agreed to or seeks to
agree to. INDOT may release or make available to the agency any working papers from an audit
performed by INDOT of the CITY in connection with this Agreement, including any books,
documents, papers, accounting records and other documentation which support or form the basis for
the audit conclusions and judgments.
2.2. Audit. The CITY acknowledges that it may be required to submit to an audit of funds paid
through this Agreement. Any such audit shall be conducted in accordance with IC 5 -11 -1, et. seq.
and audit guidelines specified by the State and/or in accordance with audit requirements specified
elsewhere in this Agreement.
23. Authority to Bind CITY. The signatory for the CITY warrants that he/she has the necessary
authority to enter into this Agreement. The signatory for the CITY represents that he/she has been
duly authorized to execute this Agreement on behalf of the CITY, and has obtained all necessary or
applicable approval to make this Agreement fully binding upon the CffY when his/her signature is
affixed to this Agreement.
2.4. Certification for Federal -Aid Contracts Lobbvin2 Activities. The CITY certifies. by
signing and submitting this Agreement, to the best of its knowledge and belief that the CITY has
complied with Section 1352, Title 31, U.S. Code, and specifically, that:
A. No federal appropriated funds have been paid or will be paid, by or on behalf of the CITY, to
any person for influencing or attempting to influence an officer or employee of any federal agency, a
Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress
in connection with the awarding of any federal Agreements, the making of any federal grant, the
making of any federal loan, the entering into of any cooperative agreement, and the extension,
continuation, renewal, amendment, or modification of any federal Agreement. grant, loan, or
cooperative agreement.
B. If any funds other than federal appropriated funds have been paid or will be paid to any
person for influencing or attempting to influence an officer or employee of any Federal agency, a
Member of Congress, an officer or employee of Congress. or an employee of a Member of Congress
in connection with this federal Agreement, grant, loan, or cooperative agreement, the undersigned
shall complete and submit Standard Form -LLL, "Disclosure Form to Report Lobbying," in
accordance with its instructions.
C. The CITY also agrees by signing this Agreement that it shall require that the language of this
certification be included in all contractor agreements including lower tier subcontracts, which exceed
$100,000, and that all such sub recipients shall certify and disclose accordingly. Any person who
fails to sign or file this required certification shall be subject to a civil penalty of not less than 510,000
and not more than $100,000 for each failure.
5
2.5. Compliance with Laws.
A. The CITY shall comply with all applicable federal, state and local laws, rules, regulations
and ordinances, and all provisions required thereby to be included herein are hereby incorporated
by reference. The enactment of any state or federal statute, or the promulgation of regulations
thereunder, after execution of this Agreement, shall be reviewed by INDOT to determine whether
formal modifications are required to the provisions of this Agreement.
B. The CITY and its agents shall abide by all ethical requirements that apply to persons who
have a business relationship with the State, as set forth in Indiana Code § 4 -2 -6, et seq., Indiana
Code § 4-2 -7, et. seq., the regulations promulgated thereunder, and Executive Order 05 -12, dated
January 12, 2005. If the CITY is not familiar with these ethical requirements, the CITY should refer
any questions to the Indiana State Ethics Commission, or visit the Indiana State Ethics Commission
website at «http: / /www.in.gov /ethics. +5 ». If the CITY or its agents violate any applicable ethical
standards, the State may, at its sole discretion, terminate this Agreement immediately upon notice to
the CITY. In addition, the CITY may be subject to penalties under Indiana Code §§ 4-2-6 and 4 -2-
7, and under any other applicable state or federal laws.
C. The CITY certifies by entering into this Agreement. that neither it nor its principal(s) are
presently in arrears in payment of its taxes, permit fees or other statutory, regulatory or judicially
required payments to the State of Indiana. Further, the CITY agrees that any payments in arrears
and currently due to the State of' Indiana may be withheld from payments due to the CITY.
Additionally, further work or payments may be withheld, delayed, or denied and/or this Agreement
suspended until the CITY becomes current in its payments and has submitted proof of such
payment to INDOT.
D. The CITY warrants that it has no current or outstanding criminal, civil, or enforcement
actions initiated by the State of Indiana pending, and agrees that it will immediately notify INDOT
of any such actions. During the term of such actions, the CITY agrees that INDOT may delay,
withhold, or deny work under any supplement, amendment, change order, contract or the like.
E. If a valid dispute exists as to the CITY'S liability or guilt in any action initiated by the State
of Indiana or its agencies, and INDOT decides to delay, withhold, or deny work to the CITY, the
CITY may request that it be allowed to continue, or receive work, without delay. The CITY must
submit, in writing, a request for review to INDOT. A determination by the INDOT shall be final
and binding on the Parties and not subject to administrative review. Any payments that the INDOT
may delay, withhold, deny, or apply under this section shall not be subject to penalty or interest
under IC 5-17-5.
F. The CITY represents and warrants that the CITY 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 Agreement and grounds for termination
and denial of further work with the State.
G. The CITY hereby represents and warrants that, if it is an entity described in IC Title 23, it is
properly registered and owes no outstanding reports with the Indiana Secretary of State.
II. As required by IC 5- 22 -3 -7: (1) the CITY and any principals of the CITY certify that (A)
the CITY, except for de minimis and nonsystematic violations, has not violated the terms of (i)
6
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) thc CITY will not violate the
terms of IC 24-4.7 for the duration of the Agreement, even if IC 24-4.7 is preempted by federal
law. (2) The CITY and any principals of the CITY certify that an affiliate or principal of the CITY
and any agent acting on behalf of the CITY or on behalf of an affiliate or principal of the CITY (A)
except for de minimis and nonsystematic violations, has not violated the terms of IC 24-43 in the
previous three hundred sixty-five (365) days, even if IC 24-4.7 is preempted by federal law; and
(B) will not violate the terms of IC 24 -4.7 for the duration of' the Agreement, even if IC 24-4.7 is
preempted by federal law.
2.6. Con flict of Interest
A. As used in this section:
"Immediate family" means the spouse and the un- emancipated children of an individual.
"Interested Party," means:
1. The individual executing the Agreement;
2. An individual who has an interest of three percent (3 %) or more of CITY, if CITY is not
an individual; or
3. Any member of the immediate family of an individual specified under subdivision I or
2.
"Commission" means the State Ethics Commission.
B. INDOT may cancel this Agreement without recourse by the CITY if any interested Party is
an employee of the State of Indiana.
C. INDOT will not exercise its right of cancellation under Section 13, above, if the CITY gives
INDOT an opinion by the Commission indicating that the existence of this Agreement and
thc employment by the State of the interested Party does not violate any statute or code
relating to ethical conduct of state employees. INDOT may take action, including
cancellation of this Agreement, consistent with an opinion of the Commission obtained
under this section.
D. The CITY has an affirmative obligation under this Agreement to disclose to INDOT when
an interested Party is or becomes an employee of INDOT. The obligation under this section
extends only to those facts that the CITY knows or reasonably could know.
2.7. D is ad vanta ¢ ed Business Enterprise Program. Noticc is hereby given to the CITY that
failure to carry out the requirements set forth in 49 CFR Sec. 26.I3(b) shall constitute a breach of
this Agreement and, after notification, may result in termination of this Agreement or such remedy
as INDOT deems appropriate.
The referenced section requires the following policy and disadvantaged business enterprise
( "DBE ") assurance to be included in all subsequent Agreements between the CITY and any
contractors.
The CITY shall not discriminate on the basis of race, color, national origin, or sex in the
performance of this Agreement. The CITY shall carry out applicable requirements of 49 CFR Part
26 in the award and administration of DOT- assisted Agreements. Failure by the CITY to carry out
7
these requirements is a material breach of this Agreement, which may result in the termination of
this Agreement or such other remedy, as INDOT, as the recipient, deems appropriate.
As part of the CITY'S equal opportunity affirmative action program. CITY, it is required that the
CITY shall take positive affirmative actions and put forth good faith efforts to solicit proposals or
bids from and to util disadvantaged business enterprise, vendors or suppliers.
2.8. Drug -Free Workplace Certification. The CITY 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 Indiana Department of Transportation and the Indiana Department of Administration within ten
(10) days after receiving actual notice that an employee of the CITY in the State of Indiana has been
convicted of a criminal drug violation occurring in the CITY'S workplace. False certification or
violation of the certification may result in sanctions including, but not limited to, suspension of
Agreement payments, termination of the Agreement and/or debarment of contracting opportunities
with the State of Indiana for up to three (3) years.
In addition to the provisions of the above paragraphs, if the total Agreement amount set forth in this
Agreement is in excess of 325,000.00. the CITY hereby further agrees that this Agreement is
expressly subject to the teens, conditions and representations of the following certification:
This certification is required by Executive Order No. 90 -5. April 12, 1990. issued by the Govemor
of Indiana. Pursuant to its delegated authority, the Indiana Department of Administration is
requiring the inclusion of this certification in all Agreements with and grants from the State of
Indiana in excess of 325,000.00. No award of an Agreement shall be made, and no Agreement,
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 CITY and made a part of the Agreement
as part of the Agreement documents.
The CITY certifies and agrees that it will provide a drug -free workplace by:
a. Publishing and providing to all of its employees a statement notifying their employees that
the unlawful manufacture, distribution, dispensing, possession or use of a controlled
substance is prohibited in the CITY'S workplace and specifying the actions that will be
taken against employees for violations of such prohibition;
b. Establishing a drug -free awareness program to inform its employees of (I) the dangers of
drug abuse in the workplace; (2) the CITY'S policy of maintaining a drug -free workplace;
(3) any available drug counseling, rehabilitation, and employee assistance programs; and (4)
the penalties that may be imposed upon an employee for drug abuse violations occurring in
the workplace;
c. Notifying all employees in the statement required by subparagraph (a) above that as a
condition of continued employment the employee will (1) abide by the aeons of' the
statement; and (2) notify the CITY of any criminal drug statute conviction for a violation
occurring in the workplace no later than five (5) days after such conviction;
d. Notifying in writing the State within ten (10) days after receiving notice from an employee
under subdivision (cX2) above, or otherwise receiving actual notice of such conviction;
8
e. Within thirty (30) days after receiving notice under subdivision (0X2) 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
f. Making a good faith effort to maintain a drug -free workplace through the implementation of
subparagraphs (a) through (e) above.
2.9. Force Maieure. In the event that either Party is unable to perform any of its obligations
under this Agreement or to enjoy any of its benefits because of natural disaster or decrees of
govcmmcntal 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
Agreement shall be immediately suspended. If the period of nonperformance exceeds thirty (30) days
from the receipt of notice of the Force Majeure Event, the Party whose ability to perform has not been
so affected may. by giving written notice. terminate this Agreement.
2.10. Funding Cancellation Clause. When the Director of the Office of Management and
Budget makes a written determination that funds are not appropriated or otherwise available to
support continuation of the performance of this Agreement, this Agreement 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.
2.11. Governing Laws. This Agreement 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.
2.12. Indemnification. The CITY agrees to indemnify exculpate, and hold harmless the State of
Indiana, INDOT, and their officials and employees from any liability due to loss, damage, injuries, or
other causalities of whatever kind, or by whosoever caused, to the person or property of anyone on or
off the Project arising out of, or resulting from the work covered by this AGREEMENT or the work
connected therewith, or from the installation, existence. use, maintenance, condition, repairs,
alteration or removal of any equipment or material, to the extent of negligence of the CITY, including
any claims arising out the Worker's Compensation Act or any other law, ordinance, order or decree.
The CITY agrees to pay all reasonable expenses and attorney's fees incurred by or imposed on the
State and INDOT in connection herewith in the event that the CITY shall default under the provisions
of this Section.
2.13. Non - Discrimination.
I. Pursuant to I.C. 22- 9 -1 -10 and the Civil Rights Act of 1964, the CITY, shall not
discriminate against any employee or applicant for employment, to be employed in the
performance of work under this Contract, with respect to hire, tenure, terms. conditions or
privileges of employment or any mattcr directly or indirectly related to employment, because
of race. color. religion, sex, disability, national origin, ancestry or status as a veteran. Breach
of this covenant may be regarded as a material breach of this Contract. Acceptance of this
Contract also signifies compliance with applicable Federal laws, regulations, and executive
9
orders prohibiting discrimination in the provision of services based on race, color, national
origin, age, sex, disability or status as a veteran.
2. The CITY understands that INDOT is a recipient of Federal Funds. Pursuant to that
understanding, the CITY, agrees that if the CITY employs fifty (50) or more employees and
does at least $50,000 worth of business with the State and is not exempt, the CITY will
comply with the affirmative action reporting requirements of 41 CFR 60 -1.7. The CITY shall
comply with Section 202 of executive order 11246, as amended. 41 CFR 60 -250, and 41 CFR
60 -741, as amended, which are incorporated herein by specific reference. Breach of this
covenant may be regarded as a material breach of Contract.
3. During the performance of this Contract, the CITY, for itself, its assignees and
successors in interest (hereinafter referred to as the "CITY") agrees to the following
assurances under Title VI of the Civil Rights Act of 1964:
a. Compliance with Regulations: The CITY shall comply with the regulations
relative to nondiscrimination in Federally- assisted programs of the Department of
Transportation, Title 49 CFR Part 21, as they may be amended from time to time
(hereinafter referred to as the Regulations), which are herein incorporated by
reference and made a part of this Contract.
b. Nondiscrimination: The CITY, with regard to the work performed by it during
the Contract, shall not discriminate on the grounds of race, color, sex, 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 CITY 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. Includin Procur ements of Materials and
Equipment: In all solicitations either by competitive bidding or negotiation made by
the CITY for work to be performed under a subcontract, including procurements of
materials or leases of equipment. each potential subcontractor or supplier shall be
notified by the CITY of the CITY's obligations under this Contract, and the
Regulations relative to nondiscrimination on the grounds of race, color, sex, national
origin, religion, disability, ancestry, or status as a veteran.
d. Information and Reports: The CITY shall provide all information and reports
required by the Regulations, or directives issued pursuant thereto, and shall permit
access to its books, records, accounts, other sources of information, and its facilities
as may be determined by the Indiana Department of Transportation and Federal
Highway Administration to bc pertinent to ascertain compliance with such
Regulations, orders and instructions. Where any information required of a CITY is
in the exclusive possession of another who fails or refuses furnish this information,
the CITY shall so certify to the Indiana Department of Transportation or the Federal
Highway Administration as appropriate. and shall set forth what efforts it has made
to obtain the information.
10
e. Sanctions for Noncompliance: In the event of the CITY'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 CITY under the Contract until the CITY complies,
and/or (b) cancellation, termination or suspension of the Contract_ in whole or in
part.
f. Incorporation of Provisions: The CITY 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 CITY shall take such action with respect to any subcontract or procurement as
the Indiana Department of Transportation or the Federal Highway Administration
may direct as a means of enforcing such provisions including sanctions for non-
compliance, provided, however, that in the event the CITY becomes involved in, or
is threatened with, litigation with a subcontractor or supplier as a result of such
direction, the CITY may request the Indiana Department of Transportation to enter
into such litigation to protect the interests of the Indiana Department of
Transportation, and, in addition. the CITY may request the United States of America
to enter into such litigation to protect the interests of the United States of America.
2.14. Notice to Parties. Whenever any notice, statement or other communication is required
under this Agreement, it shall be sent to the contact below, unless otherwise specifically advised:
For INDOT:
Steven Flores, MSM
Project Manager, INDOT Seymour District
185 Agrico Lane
Seymour, IN 47274
(812) 524-3969
shores a indot.in.gov
For the CITY:
Brian Fogle
Director of Planning and Zoning, City ofJeflersonville
City Hall, Suite 250
500 Quartermaster Court
Jeffersonville, IN 47130
812- 285 -6413
bfoele(citvoljettnet
2.15. Payment. All payments shall be made according to the terms of this Agreement and in
conformance with State fiscal policies and procedures and, as required by IC 4-13 -2 -14.8, by
electronic funds transfer to the financial institution designated by the CITY in writing unless a
specific waiver has been obtained from the Indiana Auditor of State. No payments will be made in
advance of receipt of the goods or services that are the subject of this Agreement except as
permitted by IC 4- 13 -2 -20.
11
2.16. 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
attomey's fees, except as required by Indiana law in part, IC 5 -17 -5, I. C. 34 -54 -8, and I. C. 34 -13 -1.
2.17. Severabilitv. The invalidity of any section, subsection, clause or provision of this Agreement
shall not affect the validity of the remaining sections, subsections, clauses or provisions of this
Agreement
2.18 Status of Claims. The CITY shall be responsible for keeping INDOT currently advised as to
the status of any claims made for damages against the CITY resulting from services performed under
this Agreement
2.19. Termination. Any party may terminate this Agreement upon thirty (30) days written notice
to the others, provided the agency requesting the termination can show cause that there has been a
failure on the part of the other to substantially fulfill its responsibilities pursuant to this Agreement
or that the Agreement is otherwise not working to the satisfaction of either party. and after
providing notice and sufficient opportunity for remedy. The terminating party shall be responsible
for any and all costs associated with or resulting from termination of the Agreement.
2.20. General. This Agreement represents the entire understanding between the Parties relating
to the subject matter, and supersedes any and all prior oral and/or written communications,
understandings or agreements relating to the subject matter. Any amendment or modification to
this Agreement must be in writing, reference this Section 20 and be signed by duly authorized
representatives of the Parties. Neither this Agreement nor any portions of it may be assigned,
licensed or otherwise transferred by the CITY without the prior written consent of INDOT. This
Agreement will be binding upon the Parties and their permitted successors or assigns. Failure of
either Party to enforce any provision of' this Agreement will not constitute or be construed as a
waiver of such provision or of the right to enforce such provision. The headings are inserted for
convenience only and do not constitute part of this Agreement.
[Remainder of Page Intentionally Left Blank]
12
Non- Collusion
The undersigned attests, subject to the penalties for perjury, that he/she is the properly authorized
representative, agent. member or officer of the CITY, that he/she has not. nor has any other member.
employee, representative, agent or officer of the CITY, 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 Agreement other than that which appears upon the face of this Agreement.
In Witness Whereof, the CITY and the State of Indiana have, t trough duly authorized representatives,
entered into this Agreement. The Parties having read and understand the forgoing terms of this
Agreement do by their respective signatures dated below hereby agree to the terms thereof.
CITY OF JEFFERSONVILLE. STATE OF INDIANA
Department of Transportation
Executed by: Recommend for Approval:
"7 /4, /
omas R. Galligan Ma or Robert L. Zier, Chief of Staff
Date: St QII Date:
Attest: Executed by:
ci phnulaillit
PeguWWer, Clerk- Treasurer Michael B. Cline, Commissioner
Date: S II.rtr(4t t7 (� t am/ Date:
13
APPROVALS
STATE OF INDIANA
State Budget Agency
Adam M. Horst. Director
Date:
STATE OF INDIANA
Department of Administration
Robert D. Wynkoop, Commissioner
Date:
Approved as to Form and Legality:
(For) Attorney General Gregory F. Zoeller
Date Approved:
l4