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HomeMy WebLinkAboutAgreement Highway Bridge AGREEMENT COVERING CONSTRUCTION OF NEW OVERHEAD HIGHWAY BRIDGE Structure: Project: Veterans Parkway SIB-C730(011) Draft of September 10, 2002 THIS AGREEMENT made and entered into by and between the CITY OF JEFFERSONVILLE, State of Indiana, acting by and through its, Board of Public Works, hereinafter called the "CITY", and LOUISVILLE & INDIANA RAILROAD COMPANY, hereinafter called the "RAILROAD". WITNESSETH WHEREAS, the CITY proposes to construct a new highway, designated Veterans Parkway, connecting Clarksville and Jeffersonville in Clark County, Indiana; WHEREAS, in the interest of public safety and convenience the CiTY desires to construct an overhead bridge and approaches to carry highway traffic over and across US 31 and the RAILROAD'S existing track and right-of-way; WHEREAS, the Indiana Department of Transportation will recommend this project to the Federal Highway Administration for construction with the aid of Federal funds apportioned to the State as authorized by Title 23, United States Code, (Public Law 85-767, 85th Congress) or any other Acts supplemental thereto or amendatory thereof, and WHEREAS, the Indiana Department of Transportation will award the contract and supervise the construction of the project and act as liaison agent for the CITY with the Federal Highway Administration. (Where the word "INDOT" appears in this agreement it will indicate that the Indiana Department of Transportation is performing an act for the CiTY as required by the Federal Highway Administration). NOW, THEREFORE, in consideration of the premises and the mutual dependent covenants herein contained, the parties hereto agree as follows: Section 1. The RAILROAD, insofar as its title enables it to do so, and subject to the rights of the RAILROAD to operate and maintain its RAILROAD and appurtenances along and over its right-of-way, grants the CITY, the CiTY's successors and assigns and the CITY's contractor, without any compensation other than the performance of this agreement, the right to enter upon the RAILROAD's property to construct and maintain the overhead highway bridge, including the approaches thereto, over and across its tracks and operating right-of-way including in accordance with the general plans and specifications for Project SlBC-C730(011), which are incorporated and made a part hereof by reference, at the location shown in Exhibit 1 attached hereto. It is understood that the actual conveyance of any lands or rights, if Indiana State Law requires such, shall be by means of other instruments to be negotiated between the CITY and the RAILROAD. Section 2. Detailed plans and specifications for the structure and approaches thereto, shall be prepared by the CITY and approved by INDOT. All plans, specifications, and contract awards affecting the interests of the RAILROAD shall be subject to approval by the Chief Engineer of the RAILROAD before work is started. No changes in the plans affecting the interests of either party hereto shall be made without the written consent of said party. Section 3. The parties hereto shalt construct or cause to be constructed in substantial accordance with the plans and specifications, the following items of work: (a) Work by the CITY: The CITY shall be responsible for causing construction of the overhead bridge structure, approach fills, roadway surfacing, roadway drainage, including other drainage made necessary by the construction of the roadway facilities. (b) Work by the RAILROAD: The RAILROAD shall perform, or cause to be performed, such temporary and permanent alterations of communication lines, signal lines, signals, and other facilities on its operating right-of-way, and do such other work and furnish such services, as are required by the installation of the grade separation improvement, in accordance with the estimate of force account work marked Exhibit 2, attaohed hereto and made a part hereof. This work shall be 2-8 performed by the RAILROAD with its own forces on a fOrce account basis. If the RAILROAD is not equipped to perform any part of the work with its own forces, it may request the permission of the CITY and INDOT to do the work by contract. After receiving written approval of the method of selecfion the RAILROAD may proceed, subject to written concurrence by the CITY and INDOT, to award a contract for the work. The provisions of Appendix "A" of the 1964 Civil Rights Act, attached hereto, shall apply to any portion of the work, including engineering services, which the RAILROAD may perform by the contract method. The RAILROAD shall keep complete records of the cost of the above work to be performed by it and shall submit to the CITY and INDOT on request such information as it may require concerning the cost and other details of the work. The RAILROAD's accountS shall be kept in such manner that they may be readily audited and actual costs readily determined, and such accounts shall be available for audit by representatives of the CITY, INDOT, and Federal Highway Administration fora period of three years from the date final payment has been received by the RAILROAD. Except as otherwise provided in this agreement, the CITY, through INDOT, shall reimburse the RAILROAD for the actual cost of the above work performed by it which is estimated to be Seventy One Thousand Three Hundred Fourteen Dollars ($71,314.00). In the event there are increases in the extent of the work or changes in methods of performing the work, this amount may be increased by mutual agreement. The eligibility for reimbursement of costs of changes to the RAILROAD's facilities and facilities jointly owned or used by the RAILROAD and utility companies shall be determined in accordance with the regulations as set forth in the Federal-Aid Policy Guide 23 CFR, Part140, Subpartl, SubchapterB, and 23CFR, Part 646, Subpart B issued December 9, 1991, and subsequent amendments or supplements thereto, which are incorporated herein by reference. It is agreed that progress payments will be made bY the CITY, through INDOT, to the RAILROAD for the total amount of work done as shown on monthly statements or when the amount due the RAILROAD equals $1,000.00 or more, said progress billing to be paid within thirty-five (35) days of receipt of the RAILROAD's progress billing. Upon receipt of the final bill, the RAILROAD shall be reimbursed for such items of project work and project expense, in such amounts as are proper and eligible for payment, and the project shall be submitted for final audit by INDOT. In the event final audit discloses that INDOT or CITY has reimbursed the RAILROAD more than the amount due under the terms of this agreement, the RAILROAD shall Promptly repay INDOT or CITY the amount overpaid by INDOT or CITY. Billings from 348 the RAILROAD shall clearly show whether they are partial or final claims. The CITY, through INDOT, will reimburse the RAILROAD for any items of work and expense performed by it at the written direction of INDOT or CITY, which are not eligible for reimbursement from Federal funds. The RAILROAD shall not commence any of the work to be undertaken by it hereunder until notified in writing by INDOT to proceed, and shall have received assurance from INDOT that the project has been approved by all necessary governmentat authorities. Said work by the RAILROAD shall be commenced within thirty (30) days after such notification to proceed. Buying and assembling of materials shall be construed as compliance with the foregoing thirty-(30) day provision. Section 4. It is agreed that any necessary falsework, bracing, or forms may be erected to provide the following temporary minimum clearances: Vertical: Twenty-two feet (22'-0") from top of highest rail. Lateral: Thirteen feet (13'-0") from centerline of tangent track or fourteen feet (14'-0") from centerline of curved track. Section 5. On all contract construction operations involving direct interference with the RAILROAD's tracks or traffic, the fouling of RAILROAD operating clearances, or reasonable probability of accidental hazard to RAILROAD traffic, the CITY and INDOT shall require the Contractor to arrange for the necessary RAILROAD personnel to protect such operations as required by the regular operating rules of the RAILROAD as determined by the Chief Engineer of the RAILROAD or his authorized representative, except in connection with the RAILROAD force account work as provided in Section 3b hereof. The RAILROAD will be reimbursed for the actual cost of such protective services furnished by it, at project expense in accordance with the estimate of force account work, as set forth in Exhibit 2, attached hereto and made a part hereof. The CITY and INDOT shall make final settlement with said Contractor contingent on a showing that the RAILROAD has been reimbursed for any expenses which are for the sole benefit of the contractor, or that satisfactory arrangements have been made for such reimbursement. The Contractor at his own cost shall provide any watchmen or fiagmen necessary to protect or safeguard roadway traffic. Section 6. All work herein provided to be done by the CITY on the RAILROAD's operating right-of-Way shall be done in a manner satisfactory to the Chief Engineer of the 4'8 RAILRO,~D or his authorized representative, and shall be performed at such times and in such manner as not to interfere unnecessarily with the movement of trains or traffic upon the track and proposed future tracks of the RAILROAD. The CITY and INDOT agree to require the Contractor to use all reasonable care and precaution in order to avoid accident, damage, or unnecessary delay or interference with the RAILROAD's trains or other property. Section 7'. The CITY and INDOT shall require the Contractor, upon completion of the work of such Contractor, to remove from within the limits of ,the RAILROAD's operating right-of-way all machinery, equipment, surplus materials, falsework, rubbish, or temporary buildings of such Contractor, and to leave the operating right-of-way in a neat condition, satisfactory to the Chief Engineer of the RAILROAD or his authorized representative. Section 8. The CITY and INDOT shall require the Contractor to take out, before work is commenced and to keep in effect until work is completed and accepted, a RAILROAD Protective Public Liability Policy of Insurance in the name of the RAILROAD, said policy to be in the form specified in Federal-Aid Policy Guide 23 CFR, Part 646A, Subchapter G, issued December 9, 1991, and any subsequent amendments or supplements thereto. The maximum dollar amounts of coverage with respect to bodily injury, death, and property damage, is limited to a combined amount of $2,000,000.00 per occurrence with an aggregate limit of $6,000,000.00 for the term of the policy. The policy of insurance specified in this section shall be with a company authorized to do business in the State of Indiana. Section 9. Upon completion of the project, the CITY shall at its own cost and expense maintain, or by agreement with others provide for the maintenance of the bridge structure, approach grades and all other highway facilities including the drainage thereof, except that in the event of RAILROAD derailments, accidents, or collisions resulting in damage to the bridge structure the CITY shall make the repairs necessary to restore the structure substantially to it's former condition, and the RAILROAD agrees to reimburse the CITY for the cost of such repairs, if said derailments, accidents, or collisions are caused solely by the negligence of the RAILROAD, its agents or servants. The RAILROAD shall at its own cost and expense maintain its own roadway and tracks, the structure supporting the same and the drainage thereof. Section 10. In the event that delays or difficulties adse in securing necessary approvals, 5-8 or in acquiring necessary right-of-way, or in settling damages or damage claims, or for other reasons, which in the opinion of the CITY render it impracticable to utilize funds from current appropriation for the construction of the project, then at any time before actual construction is started by INDOT or CITY or the Contractor pursuant to proper approval or authority, the CITY through INDOT may serve formal notice of cancellation upon the RAILROAD and this agreement shall thereupon become null and void. The CITY, through INDOT shall reimburse the RAILROAD for all costs incurred by it at the written request of INDOT or CITY on account of the project prior to cancellation. Section 11. Pursuant to Indiana Code 22-9.-1-10, the RAILROAD, its Contractor and Contractor's subcontractors, if any, shall not discriminate against any employee or applicant for employment, to be employed in the performance of this agreement, 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. Breach of this covenant may be regarded as a material breach of the agreement. Section 12. It is understood that the project herein contemplated is to be financed with the aid of funds appropriated by the Federal Government and expended .under Federal regulations; that all plans, estimates of cost, specifications, awards of contracts, acceptance of work, and procedures in general are subject at all times to all Federal laws, rules, regulations, orders, and approvals applying to it, as a Federal project. This Agreement shall be binding upon the parties hereto, their successors or assigns. 6-8 IN WITNESS WHEREOF, the parties have caused these presents to be executed by their proper officers thereunto duly authorized. ATTEST: LOUISVILLE & INDIANA RAILROAD COMPANY ATTEST: CITY OF JEFFERSONVILLE Board ~//~blic Works Member APPROVED AS TO FORM AND LEGALITY For the CITY OF JEFFERSONVILLE Chief Counsel Phelps H. Klika Chief, Division of Design Indiana Department of Transportation APPROVED Date 7-8 ACKNOWLEDGEMENT for RAILROAD STATE OF INDIANA, COUNTY OF CLARK, SS: Before me, the undersigned Notary Public, in and for said County, personally appeared John K, Secor and John H. Sharp, in their official capacity as Presidem and General Superintendent of LOUISVILLE & INDIANA RAILROAD COMPANY, and acknowledged the execution of the foregoing Agreement on this 13th day of September,'2002, and acknowledged and stated that they are the parties authorized by LOUISVILLE & INDIANA RAILROAD COMPANY to execute the foregoing Agreement. Witness my hand and seal the said last named date. My Commission Expires: June 13, 2008 Notary Public County of Residence: Scott Sue Silakowski, Notary Public NOTAtlY I~BLIC ,~rA .'rE o.~ ACKNOWLEDGEMENT for CITY STATE OF INDIANA, COUNTY OF CLARK, SS: Before me, the undersigned Notary Public, in and for said ~.ounty, personally ap, peared: respectively, of the Board of Public Works of the City of Jeffersonvilie, and acknowledged the execution of the foregoing Agreement on this _~/9 day of ..~-~-/~ , 20/~. Witness my hand and seal the said last nam~ My Commission Expires: ~_/J--//~ Notary Public County of Residence Print or type name 8-8 January 6, 197¢8 July 26, 19831 Revised APPENDIX "A" Dudog the performance of this contract, the contractor, (for itself, its assignees and successors in interest (hereinafter referred to as the "Contractor") agrees as follows: (1)Compliance with Requlations: The contractor shall comply with the Regulations relative to nondiscrimination in federally-cosisted programs of the Department of Transportation Title 49, Code of Federal Regulations, Part 21, es they may be amended fi.om time te time, (hereinafter referred to as the Regulations), which are herein incorporated by reference and made a part of this contract. (2)Nondiscrimination: The contractor, with regard to the work performed by it dudng the contract, shall not discriminate on the grounds of race, color, sex or national odgin in the selection and retention of subcontractors, including procurements of matadats and leasco of equipment. The contractor shalt not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the Regulations, including empteyment practices when the contract covers a program set forth in Appendix B of the Regulations. (3)Solicitations for Subcontracts, Includinq Procurements of Materials and Equipment: In all solicitations either by competitive bidding or negotiation made by the contractor for work to be performed under a sub-contract, including procurements of materials or teases of equipment, each potential subcontractor or supplier shall be notified by the contractor of the contracter's obligations under this contract and the RegulaUons relative to nondiscrimination on the grounds of race, color, sex or national odgth. (4)information and Reports: The contractor 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 facilitico as may be determined by the indiana Department of Transportation or the Federal Highway Administration to be pertinent to ascertain compliance with such Regulations or directives. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish this information the contractor 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. Notwithstanding any of the provisions or terms of Appendix "A" as contained within this agreement, it is agreed that the Company does not waive any of its substantive or procedural dghts or any of its legal, procedural or factual defenses which it may have under any present or subsequentJy enacted or rnedified Federal or State statute, regutstion or order. (5)Sanctions for Noncompliance: In the event of the contractor'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 apprepfiata, including, but not limited to: (a) withholding of payments to the contractor under the contract until the contractor complies, and/or (b) conceliation, termination or suspension of the contract in whole or in part. (6)thcorporation of Provisions: The contractor shall include the provision of paragraphs (1) through (7) in every subcontract, including procurements of matariats and lecoes of equipment, unicos exempt by the Regulations, or directives issued pursuant thereto. The contractor shall take such action with respect to any subcontractor or procurement as the Indiana Department of Transportation or the Federe[ Highway Administration may direct as a means of enforcing such provisions teciuding sanctions for noncompliance: Provided, however, that, in the event a contractor becomes involved in, or is threatened with, litigation with a subcontractor or supplier as a result of such direction, the contractor may request the Indiana Department of Transportation to enter into such litigation to protect the interests of the State, and, in addition, the contractor may request the United States to enter such litigation to protect the interests of the United States. (7)Nonseqreqated Facilities: By submission of this bid, the execuUon of this contract or subcontract, or the consummation of this materials supply agreement, as apprepdate, the bidder, Federal-aid consbuction contractor, subcontractor, or materials supplier, as appropriate, certifico that he does not maintain or provide for his employees any segregated fadlitico at any of his establishments, and that he does not permit his employees to perform their services at any location, under his control, where segregated fadlities are maintained. He cortiries further that he will not maintain or provide for his employees any segregated facilitico at any of his establishments, and that he will not permit his employees to perform their services at any location, under his control, where segregated facilities are maintained. He agrees that a breach of this certification isa violation of the Equal Opportunity clause in this conbact. As used in this certiflcetion, the term "segregated facilities" means any waiting rooms, work areas, restrooms and washrooms, restaurants and other eating areas, timeciocks, locker rooms and other storage or dressing areas, parking 1ets, ddnking fountains, recreation or entertainment areas, transportation, and housing facilities provided for employees which are segregated by explicit directive or are in fact segregated on the basis of race, creed, color, or national odgin, because of habit, local custom, or otherwise. He agrees that (except where he has obtained identical certifications fi.om proposed subcontractors and matedal suppliers for specific time pededs), he will obtain identical certification from proposed subcontractors or matedal suppliers pdor to the award of subcontracts or the consummation of material supply agreements, exceeding $10,000 which are not exempt fi.om the provisions of the Equal Opportunity clause, and that he will rets n such ce~fications in his files. January 6, '1978 July 26, 1983, ~Revised APPENDIX "A" Dudng the performance of this contract, the contractor, (for itself, its assignees and sucoessom in interest (hereinafter referred to as the "Contractor") agrees as fellows: (1) Compliance with Requtstions: The contractor shall comply with the Regulations relative to nondiscdminatlon in federally assisted programs of the Department of Transportation Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time, (hereinafter referred to as the Regulations), which are herein incorporated by reference and made a part of this contract. (2) Nondtscdm natioq: The contractor, with regard to the work performed by it dudng the contract, shall not discriminate on the grounds of race, color, sex or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The contractor shall not participate either directly or thdirect y n the disodmination prohibited by Section 21.5 of the Regulations; including employment practices when the contract covers a program set forth in Appendix B of the Regulations. (3) Solicitations for Subcontracts: Indudinq Procurements of Materials and Equipment: th all solicitations either by competitive bidding Or negotiation made by the contractor for work to be performed under a sub-conb<~ct, including procurements of materials or leases of equipment, each potential subcontractor or supplier shall be notified by the contractor of the contractor's obligations under this contract and the Regulations relative to nondiscrimination on the grounds of race, color, sex or national odgin. (4) Information and Reports: The contractor shall provide all information and reports required by the Regutafions, or directives issued ~ursuant 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 or the Federal Highway Administration to be pertinent to ascertain compliance with such Regulations or directives. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish this information the contractor 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. Notwithstanding any of the provisions or terms of Appendix "A" as contained within this agreement, it is agreed that the Company does not waive any of its substantive or procedural dghts or any of its legal, procedural or factual defenses which it may have under any present or subsequently enacted or modified Federal or State statute, regulation or order. (5) Sanctions for Noncomp ance: In the event of the contractor's noncompliance with the nondiscrimination provisions of this ~.ontract, 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 of payments to the contractor under the contract until the contractor complies, and/or (b) cancellation, termination or suspension of the contract in whole or in part. (6) Incorporation of Provisions: The contractor shall include the provision of paragraphs (1) through (7) in every subcontract, including procurements of matedats and leases of equipment, unless exempt by the Regulations, or directives issued pursuant thereto. The contractor shall take such action with respect to any subcontractor or procurement as the Indiana Department of Transpodation or the Federal Highway Administration may direct as a means of enforcing such provisions ioeluding sanctions for noncompliance: Provided, however, that, in the event a contractor becomes involved in, or is threatened with, litigation with a subcontractor or supplier as a result of such direction, the contractor may request the Indiana Department of Transportation to enter into such litigation to protect the interests of the State, and, in addition, the contractor may request the United States to enter such litigation to protect the interests of the United States, (7) Nonseqreqated Facilities: By submission of this bid, the execution of this contract or subcontract, or the consummation of this matedats supply agreement, as appropdate, the bidder, Federal-aid construction contractor, subcontractor, or matedats supplier, as appropriate, certifies that he does not maintain or provide for his employees any segregated facilities at any of his establishments; and that he does not permit his employees to perform their services at any location, under his control, where segregated facilities are maintained, He cedifles further that he will not maintain or provide for his employees any segregated facilities at any of his establishments, and that he witl not permit his employees to perform their services at any [ocetion, under his control, where segregated facilities are maintained. He agrees that a breach of this certification is a violation of the Equal Opportunity clause in this contract. As used in this certification, the term "segregated facilities" means any waiting rooms, work areas, restrooms and washrooms, restaurants and other eating areas, time~'Jocks, locker rooms and other storage or dressing areas, parking lots, ddnking fountains, recreation or entertainment areas, transportation, and housing facilifies provided for employees which are segregated by explidt directive or are in fact segregated on the basis of race, creed, color, or national odgin, because of habit, local custom, or othen~,tse. He agrees that (except where he has obtained identical certiticetions from proposed subcontractors and matedal suppliers for specific time pededs), he will obtain ident/cel certification from proposed subcontractora or material supp!iers pdor to the award of subcontracts or the consummation of matedal supply agreements, exceeding $10,000 which are not exempt from the provisions of the Equal Opportunity clause, and that he will retain such cortiticetions in his files. TRANSPORTATION ROAD PLANS ;IN SIB-PROJECT No. C750(009) INTERCITY ROAD PROJECT CLARKSVILLE & JEFFERSONVILLE, INDIANA SIB-PROJECT No. C730 (009) P.E. ( ) R/W SIB-PROJECT No. C730 ( ) CONST. SCALE: 1" = END SIB-PROJ STA, 91+80.0¢ EQUATION: P.T. 85+12.62 STRUCTURE No; 1 PROJECT No. STB-C750(009) BRIDGE FILE No. OVER l-$5 PAVING EXCEPTION: STA. 27+27.95 ~o STA. 29+11.47 '*ICE" To be buiN under Separofe bridge contract IBEGIN CONSTRUCTION STA. 10+20.00 "S-US51-1CB" JEFFERSONVILLE TOWNSHIP CLARK COUNTY ENO CONSTRt STA. 12+97,0( BEGIN CONST STA. 75+50.0£ BEGIN CONST STA. 10+96.0( STRUCTURE No. 2 PROJECT No. SIB-C750(009) BRIDGE FILE No. OVER U.S.$1 and L & I RAILROAQ PAVING EXCEPTION: FEDEF~AL HIGHWAY ADMINISTRATION ~,.s. ;~;Go~ TRANS"ORTAT'ON EXHIBIT F I ~ __ ! o~. 812-28 LiRC FORCE ACCOUNT ESTIMATE Psge 1 ESTIMATE SUBJECT TO REVISION AF'TE~: 2/28/2003 MILEPOST: CITY: C!arksville/Jeffemonvi[le COUNTY: Clark STATE: IN t~ESCRIPTION: ._.Construction of new IP, t~rcity Road (Veteran's Parkway) over US AGENCY PROJECT NUMBER; S!B-C730 104 ~RELIM~. A, ARY ENGINEERING_.' [~bor (Non Contract.) Surcharge 0.00% Expenses Contracted & Administrative F-.ngineedng ~_.ervico~ Subtota~ $ $ $ $ $ CONSTRUCTION ENGINEERINGflNS P[;.CTION; Lebor Oxlon Contract) E;urchang~ 15.00% Expenses Contracted & Administrative Eng)needng Se~4ce.s Subtotal 2,5(;0 375 470 49,860 FL.AGG~NG SERVICE~ (Contrac~ Labor';. Labor (Conductor-Flagman) Labor (Forema~flnspe~or) Su~hn~e 90.95% ~ranspo~etion Depa~ment) ~umharge 90.95% (Engineering De~ment} Per Diem (Enginee~ng Depa~ment) [~xpenses Subtotal 2,200 2,200 2.001 2,00t 720 900 10,022 [[IGNAL & COMMUNICATIONS V'~ ~'RACK WORK: (Details Attsched) (Details A~.~ched) ACCOUNTING & 8ILLING: Labor Burc,harge 85.49% Expenses S ~btotal _P_R._OJ E C T SUBTOTAL. CONTINGENCIES: 10,00% (Excludes Signal) GRAND TOTAL ......... ~ ................... *'~ ....... 80O 884 120 64,831 6,483 Est!rnste~ By: Te~_p~c~e: 812-288-0940 REV~S£D: EXHIBIT