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HomeMy WebLinkAboutKentuckiana Regional Planning & AGREEMENT BETWEEN THE CITY OF JEFFERSONVILLE, INDIANA AND THE KENTUCKIANA REGIONAL PLANNING AND DEVELOPMENT AGENCY This AGREEMENT, is entered into as of ..[~['1~ 2,~ 2004, by and between the Kentuckiana Regional Planning and Development Agency, hereinafter referred to as "KIPDA", and The City of Jeffersonville, Indiana, hereinafter referred to as the "CITY". PART I SPECIFIC PROVISIONS Whereas, Section 134 of Title 23, United States Code, allows for the use of federal funds for urban transportation planning purposes, and Whereas, the CITY has proposed a project to conduct a "Old City Parking Study" as described in the Scope of Work (Part IV) using said funds, and Whereas, the CITY desires to engage a subcontractor to render technical or professional services hereinafter described in the Scope of Work (Part III) to be funded jointly by the Federal Highway Administration (FHWA), the Federal Transit Administration (FTA), and KIPDA, and Whereas, the CITY has authorized funding for the Project; in consideration of the mutual covenants, promises and representations herein, the parties hereto agree as follows: SECTION 1 THE AGREEMENT This Agreement shall consist of this Part I entitled Specific Provisions; Part II entitled Terms and Conditions; Part III entitled Project Budget; and Part IV entitled Scope of Work. SECTION 2 SERVICES The CITY agrees to perform the services as described in the Scope of Work which is Part IV of this agreement, and in accordance with the terms and conditions of this agreement. SECTION 3 COMPENSATION The total amount of compensation to be paid by KIPDA to the CITY for services outlined in Part IV - Scope of Work shall not exceed $30,000. Payment will be made in accord with the terms and conditions set forth in Part Ill - Project Budget. SECTION4 PERIOD OF PERFORMANCE This Agreement shall commence as of,~ ~__, 2004, and terminate as of June 30, 2005. All of the services and work required in the Scope of Work shall be completed and presented to KIPDA on or before the termination date unless approved in writing by KIPDA in accordance with Part II, Section 2, Subpart D. SECTION 5 PROJECT FUNDING It is expressly understood that funds for this Project are to be expended only for the purpose and activities covered by the Scope of Work and Project Budget. The total eligible cost of the Project shall not exceed the amount stated in the Project Budget unless approved in writing by KIPDA in accordance with Part II, Section 2, Subpart D. It is expressly understood and agreed that the final claim shall be submitted to KIPDA no later than twenty-five (25) days after the termination date of this Agreement. SECTION 6 REQUEST FOR PAYMENT The CITY agrees to adhere to ali payment procedures of KIPDA during the term of this Agreement. Payment for any cost pursuant to this section shall not constitute a final determination by KIPDA of the allowability of such cost and shall not constitute a waiver of any violation of the terms of this Agreement committed by the CITY. The CITY shall reimburse KIPDA for ail funds spent on said ineligible work. In order for the CITY to be reimbursed for costs which are not listed in the Project Budget, and for costs of out-of- town travel and equipment purchases, the CITY must obtain written approval from KIPDA prior to incurring these costs. 2 SECTION 7 INSURANCE The CITY shall comply with all applicable insurance, surety bonds, qualifications of State and Local law. and SECTION 8 SUBCONTRACT This agreement is a subcontract of the contracts between KIPDA and the agencies providing funding for the Fiscal Year 2005 unified Planning Work Program. This agreement is not effective until approved by those funders. SECTION 9 LEGAL AUTHORITY The CITY hereby assures and certifies with respect to this Agreement that it possesses the legal authority to execute and administer this Agreement. 3 IN WITNESS WHEREOF, the City of Jeffersonville, Indiana and the Kentuckiana Regional Planning and Development Agency have by their duly authorized officials entered into this agreement. Kentuckiana Regional Planning and Development Agency /~ Jack L. Scriber Executive Director BY:  znville' Ivlayor Date: ~'/'g-"~/~- Date: Indiana Approved as to form and legality: Frank'gV. Burke KIPDA Legal Counsel Date: Approved as to form and legality: City Attorney Date: U' \~J.' O~(/ 4 PART II TERMS AND CONDITIONS SECTION 1 DEFINITIONS AS USED IN THIS AGREEMENT: "Project" means the task or set of tasks provided, as set forth in Part IV, which the CITY undertakes to perform pursuant to this Agreement. "U.S.D.O.T." means the U. S. Department of Transportation, including the Federal Transit Administration (FTA) and the Federal Highway Administration (FHWA), or any persons duly authorized to perform the functions required under this Agreement by the U.S.D.O.T. "INDOT" means the Indiana Department of Transportation. "KYTC" means the Kentucky Transportation Cabinet. "STATE" means the Commonwealth of Kentucky and/or the State of Indiana. SECTION 2 ACCOMPLISHMENT OF THE PROJECT A. General Requirements The CITY shall undertake, and complete the Project in a sound, economical, and efficient manner, and in accordance with the provisions hereof, ail applicable Federal, State and Local laws, and regulations and directives issued by the INDOT, KYTC and the U.S.D.O.T. B. Applicable Laws (1) In performance of its obligations pursuant to this Agreement, the CITY and its subcontractors shall comply with all applicable provisions of Federal, State, and Local law, and obtain the necessary licenses, permits, certificates, or consents which may be required in order to complete the Project. All limits or standards set forth in this Agreement to be observed in the performance of the Project are minimum requirements. If there is a conflict between Federal and State requirements, the CITY shall inform KIPDA in order that an appropriate resolution may be arranged. The CITY agrees further that no Federal funds may be used for the payment of ordinary governmental or non-project operating expenses. (2) Insofar as any provisions of the Agreement that are not governed by Federal law and the regulations required thereby, or incorporated herein by reference, the provisions then shall be construed and interpreted solely in accordance with the laws of Kentucky. Furthermore, the parties hereto agree that any legal action which is brought on the basis of this Agreement shall be filed in the Jefferson County Circuit Court of the Commonwealth of Kentucky. Submission of Reports, Proceedinqs, Contracts and Other Documents The CITY shall submit to KIPDA such data, reports, records, contracts, and other documents relating to the Project as KIPDA may require. The CITY shall retain intact, for four (4) years from the date of final payment, all Project documents, financial records, and supporting documents. 5 Amendments The CITY shall immediately notify KIPDA of any change in conditions, or of any other event, which may significantly affect its ability to perform the Project in accordance with the provisions of this Agreement. Any proposed change in this Agreement must be by the mutual consent of the CITY and KIPDA and must have prior written approval of KIPDA. In no event shall any amendment to this Agreement be valid unless incorporated in writing into this Agreement. Subcontracts (1) KIPDA shall not be subject to any obligations or liabilities by subcontractors of the CITY, or any other person not a party to this Agreement in connection with the performance of this Project without its specific written consent. (2) The CITY shall not assign any interest in this Agreement and shall not transfer any interest in the same, or execute any lease, mortgage, lien or subcontract relating to this Agreement or affecting Project facilities or equipment, or obligate itself in any manner with any third party with respect to its rights and responsibilities under this Agreement without the prior written consent of KIPDA. The CITY shall not, by any act or omission of any kind, impair its continuing control over the use of Project facilities or equipment during the useful life thereof. All subcontracts must be approved by KIPDA prior to the CITY executing the subcontract. Any such subcontract approved by KIPDA which exceeds $25,000 in cost shall contain all of the Contract clauses as provided in this agreement. SECTION 3 ACCOUNTING RECORDS A. Project Accounts The CITY shall establish and maintain as a separate set of accounts, or within the framework of an established accounting system, accounts for the Project in a manor consistent with the Office of Management Budget (OMB) circulars applicable to the CITY. B. Documentation of Proiect Costs All costs charged to the Project shall be supported by properly executed payrolls, time records, invoices, contracts or vouchers describing in detail the nature and propriety of the charges. Such records, together with supporting documents, shall be retained for a minimum period of four(4) years from the date of final payment under this Agreement. C. Allowable Costs Expenditures made by the CITY shall be reimbursable as allowable costs to the extent that they meet all of the requirements set forth below. They must: (1) Be made in conformance with the Project Description and the Project Budget and all other provisions of this Agreement; (2) Be necessary in order to accomplish the Project; (3) Be reasonable in amount for the goods or services purchased; 6 (4) Be agreed upon fees or actual net costs to the CITY (i.e,, the price paid minus any refunds, rebates, or other items of value received by the CITY that have the effect of reducing the cost actually incurred; (5) Be incurred (and be for work performed) during the performance period of this Agreement, unless specific authorization from KIPDA to the contrary is received; {6) Be satisfactorily documented; and (7) Be treated uniformly and consistently under accounting principles and procedures approved or prescribed by the U.S.D,O.T, and KIPDA for the CITY; and those approved or prescribed by the CITY for its subcontractors, Audits , Inspections and Monitoring (1) The CITY shall permit KIPDA, the INDOT, KYTC, the U.S.D.O,T., the U,S, Comptroller General, or any of their duly authorized representatives, to have full access to and the right to examine any pertinent books, documents, papers and records of the CITY involving transactions related to this Agreement, and to inspect all Project equipment and property for a period of four (4) years from the date of final payment under this Agreement, (2) The CITY shall permit audits by the Indiana State Board of Accounts, Kentucky State Auditor, or its duly authorized representative, in accordance with compliance guidelines established by the Indiana State Board of Accounts or Kentucky State Auditor. (3) The CITY shall include in all its contracts under this Agreement, a provision that KIPDA, INDOT, KYTC, the U,S,D.O.T., the U.S. Comptroller General or any of their duly authorized representatives will have fulJ access to and the right to examine any pertinent documents or records of any such subcontractor involving transactions related to this agreement for a period of four (z~) years from the date of the final payment under this Agreement, Interest The following requirements apply to the CITY: (1) Any interest earned on Federal funds by the CITY must be identified and remitted to KIPDA except as provided by section 203 of the Intergovernmental Cooperation Act of 1968, 42 U,S.C, Sec. 4213. (2) Upon notice by KIPDA to the CITY of specific amounts due the U,S.D.O.T,, the CITY shall promptly remit any excess payment of amounts or disallowed costs to KIPDA. Interest may be assessed from the time of notice and charged for any amounts due to the U,S.D.O,T. that are not paid as set forth in the Treasury Fiscal Requirements ManuaL, 7 SECTION 4 PROJECT SETTLEMENT, COMPLETION REPORT, AND CLOSE-OUT Completion Report Upon successful completion of the Project or upon termination by KIPDA, the CITY shall, within twenty-five (25) days of the completion date of the Project, submit a final project Completion Report. The format of the report shall follow specifications provided by KIPDA. B. Disputes Any dispute concerning a question of fact in connection with the work not disposed of by Agreement between the CITY and KIPDA shall be referred to the Executive Director of KIPDA, or his duly authorized representative, whose decision shall be final. SECTION 5 LIABILITY All grants, payments and obligations of KIPDA under this Agreement are subject to the receipt of funds by KIPDA from the U.S.D.O.T. and/or from the INDOT, KYTC. KIPDA shall not be liable to the CITY for any failure or delay in performance of its obligations to the CITY which are the result of any failure or delay in performance between KIPDA and the U.S.D.O.T. The CITY shall procure and maintain, at its expense and without expense to KIPDA, until final payment by KIPDA for the services covered by this Agreement, insurance of the kinds and in the amounts hereinafter provided, covering all operations under this Agreement whether performed by the CITY or its subcontractors. The CITY shall maintain a certificate in its files showing that it has complied with this Section. (1) Policy covering the obligations of the CITY in accordance with the provisions of the Workmen's Compensation Law. This agreement shall be void and of no effect unless the CITY procures such policy and maintains it until completion of the work. (2) Comprehensive policies of bodily injury liability and property damage liability insurance, including owners or contractors protective coverage and a save and hold harmless endorsement of the types herein specified each with bodily injury limits of liability of not less than 8100,000 for each person, including death at any time resulting therefrom, and not less than 8300,000 in any one accident and not less than 8100,OO0 for each person, including death at any time resulting therefrom, and not less than $300,000 in any one accident, and not less than 9100,O00 for all damages arising out of injury to or destruction of property. (3) Automobile policies of bodily injury and property damage liability insurance of the types herein specified with bodily injury limits of liability of not less than 8100,000 for each person, including death at any time resulting therefrom, and not less than 8300,000 on any one accident, and not less than 8100,O00 for all damages arising out of injury to or destruction of property, including hired and non-owned vehicles. SECTION 6 INDEMNIFICATION A. It shall be the responsibility of the CITY to obtain authorization for use of documents or materials subject to property rights of any private person or other legal entity. The CITY 8 agrees to indemnify the U.S.D.Q.T., the INDOT, KYTC and KIPDA for any damages they might incur as a result of non-negligent use of documents or materials submitted by the CITY which are subject to property rights of a third party. The CITY agrees to indemnify, defend and hold harmless the U.S.D.O.T., the INDOT, KYTC, and KIPDA, and its agents, officers and employees from all claims and suits for loss of or damage to property, including the loss of use thereof and injuries to or death of persons; including the property of, or officers, agents and employees of the CITY or its subcontractors; and from all judgments recovered therefrom, and from expenses in defending said claims, or suits, including court costs, attorney's fees and ~ther expenses, caused by any act or omission of the CITY and/or subcontractors, their respective agents, officers, servants and employees, and not caused by the sole fault or negligence of KIPDA, or its respective agents, officers and employees. SECTION 7 TERMINATION AND BREACH KIPDA or the CITY may suspend or terminate this Agreement in whole, or in part, when both parties agree that the continuation of the project would not produce beneficial results commensurate with the further expenditures of funds. The two parties shall agree upon the termination conditions, including the effective date and in the case of partial termination, the portion to be terminated. The CITY shall not incur new obligations for the terminated portion after the effective date, and shall cancel as many outstanding obligations as possible. KIPDA shall allow full credit to the CITY for the Federal and INDOT, KYTC share of any non-cancelable obligations, properly incurred by the CiTY prior to termination. KIPDA may suspend or terminate this Agreement in whole, or in part, at any time before the date of completion, whenever KIPDA determines that the CITY has failed to comply with the terms and conditions of this Agreement. KIPDA shall notify the CITY in writing of the determination and the reasons for the termination together with the effective date of such termination at least thirty (30) days before the effective date of such termination. Any failure to make progress, which significantly endangers substantial performance of this Project within a reasonable time, shall be deemed to be a violation of the terms of this Agreement. Discontinued use of Project equipment during its useful life shall be deemed a violation of the terms of this Agreement. KIPDA may terminate this agreement immediately for cause upon written notice served upon the CITY by registered mail with return receipt requested. In the event of termination, all finished or unfinished documents or other materials prepared by the CITY, under this Agreement, at the option of KIPDA, shall be delivered within twenty (20) days to KIPDA and become its property, The CiTY shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents and materials. The phrase "satisfactory work completed" shall mean to the satisfaction of KIPDA and shall be applied to demand accurate, diligent and able workmanship from the CITY. If the CITY fails to make such delivery then the CITY shall pay to KIPDA any damage it may sustain by reason thereof. Upon termination of the Project and cancellation of this Agreement, the CITY agrees to dispose of any Project equipment in accordance with KIPDA requirements. The CITY shall not be relieved of liability to KIPDA for damages sustained by KIPDA by virtue of any breach of this Agreement by the CITY. KIPDA may withhold any payments to the CITY for the purpose of set-off until such time as the exact amount of damages due KIPDA from the CITY is determined. The CITY will be reimbursed for all non-cancelable obligations incurred ,prior to termination. The acceptance of a remittance by KIPDA or any or all Project funds previously received by the CITY or the closing out of Federal and INDQT, KYTC financial participation in the Project shall not constitute a waiver of any claim which KIPDA, INDOT, KYTC or the U.S.D.O.T. may otherwise have arising out of this Agreement, SECTION 8 FEDERAL AND STATE REQUIREMENTS A. Nondiscrimination The following conditions are applicable: (1) State Law Pursuant to Indiana Code 22-9-1-10 and the Governor's Code of Fair Practice of Kentucky, The CITY and its subcontractors, if any, shall not discriminate against any employee or applicant for employment, to be employed in the performance of work under 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, handicap, national origin, age or ancestry. Breach of this covenant may be regarded as a material breach of the contract. Pursuant to State law, the CITY agrees as follows: (a) The CITY will not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex or age (40 or older). The CITY will take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, religion, color, national origin, ancestry, sex, age (40 or older), or handicap. Such action shall include, but not be limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The CITY agrees to post in a conspicuous place, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause. (b) The CITY will, in all solicitations or advertisements for employees placed by or on behalf of the CITY, state that all qualified applicants will receive consideration for employment without regard to race, religion, color, national origin, ancestry, sex, age (40 - older), or handicap. (c) The CITY will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract, or under- standing, a notice advising the said labor union or workers' representative of the CITY's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. The CITY will take such action with respect to any subcontract or purchase order as the administering agency ~ay direct as a means of enforcing such provisions, including sanctions for noncompliance. 10 (2) Federal Law-42 USC 2000e The CITY shall comply with 42 USC 2000e, the terms of which are incorporated by reference and made a part of this Agreement. Breach of this covenant may be regarded as a material breach of the contract. The CITY and any agent of the CITY, in the performance of the work under this Agreement, shall comply with 42 USC 2000e, provided the CITY has fifteen or more employees for each working day in each of twenty or more calendar weeks in the current or preceding calendar year. 42 USC 2000e states in part that it shall be unlawful for the CITY to: (a) Fail or refuse to hire or to discharge any individual, or otherwise to discriminate against any individual with respect to compensation, terms, conditions, or privileges of employment, because of such individual's race, color, religion, sex, or national origin; or (bi To limit, segregate, or classify its employees or applicants for employment in any way which would deprive or tend to deprive any individual of employment opportunities or otherwise adversely affect any individual's status as an employee, because of such individual's race, color, religion, sex or national origin. (3) Federal Law-49 CFR Part 21 The CITY shall comply and shall assure the compliance by subcontractors under this Agreement with all the requirements imposed by Title VI of the Civil Rights Act of 1964, as amended. Accordingly, the CITY shall comply with the U.S. Department of Transportation Regulations, Title 49, Code of Federal Regulations, Part 21 through Appendix A and 23 CFR 710.405(b), which are herein incorporated by reference and made a part of this Agreement. Title 49, Code of Federal Regulations, Part 21, effectuates 42 USC 2000e above. Pursuant to 49 CFR Part 21, the CiTY agrees as follows: (a) The CITY, with regard to the work performed by it after award and prior to completion of the contract work, will not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurement of materials and leases of equipment. The CITY will not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the regulations, including employment practices when the contract covers a program set forth in Appendix "A" of the regulations. (bi In all solicitations either by competitive bidding or negotiation made by the CITY for work to be performed under a subcontract, including procurement of materials or equipment, each potential subcontractor or supplier shall be notified by the CITY of the C~TY's obligation under this Agreement and the regulations relative to nondiscrimination. (c) The CITY will provide all information and reports required by the regulations, or directives issued pursuant thereto, and will permit access to its books, records, accounts, and other sources of information, and its facilities as may be determined by KIPDA, INDOT, KYTC or the U.S.D.O.T. to be pertinent to 11 (d) ascertain compliance with such regulations or directives. Where any information required of the CITY is in the exclusive possession of another who fails or refuses to furnish this information, the CITY shall so certify to KIPDA, INDOT, KYTC or the U.S,D,O.T, as appropriate, and shall set forth what efforts it has made to obtain the information. In the event of the CITY's noncompliance with the nondiscrimination provisions of this Agreement, KIPDA shall impose such contract sanctions as it, INDOT, KYTC, or the U.S.D,O.T, may determine to be appropriate, including, but not limited to, suspension or termination or refusal to grant or to continue federal financial assistance or by any other means authorized by law. (4) Incorporation of Provisions The CITY will include the provisions of Section 8A in every subcontract, including procurement of materials and leases of equipment, unless exempt by the regulations or directives issued pursuant thereto, The CITY will take such action with respect to any subcontract or procurement as KIPDA, the INDOT, KYTC, or the U.S.D.O.T. may direct as a means of enforcing such provisions including sanctions for noncompliance. 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 KIPDA to enter into such litigation to protect the interests of KIPDA and, in addition, the CITY may request the United States to enter into such litigation to protect their interests. Disadvantaged Business Enterprises (1) It is the policy of KIPDA and the U,S. Department of Transportation that disadvantaged business enterprises as defined in 49 CFR Part 23 shall have the maximum opportunity to participate in the performance of contracts or subcontracts financed in whole or in part with Federal funds under this Agreement, Consequently, the Disadvantaged Business Enterprises (Df3E) requirements of 49 CFR Part 23 apply to this Agreement. (2) The CITY or its subcontractor agrees to ensure that disadvantaged business enterprises as defined in 49 CFR Part 23 have the maximum opportunity to participate in the performance of contracts and subcontracts financed in whole or in part with Federal funds provided under this Agreement. In this regard, the CITY or its subcontractor shall take all necessary and reasonable steps in accordance with 49 CFR Part 23 to ensure that disadvantaged business enterprises have the maximum opportunity to compete for and perform contracts. The CITY and its subcontractors shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of U.S,D,O.T, assisted contracts, (3) The CiTY agrees to document the steps it has taken to obtain disadvantaged business enterprise participation, including, but not limited to, efforts to contract or negotiate with disadvantaged business enterprises for specific work. Such documentation shall include at a minimum the names, addresses, and telephone numbers of disadvantaged business enterprises that were contacted; and a description of the information provided to disadvantaged business enterprises regarding the type of work tO be performed. 12 (4) If as a condition of assistance the CITY has submitted and KIPDA and the State have approved a disadvantaged business enterprise affirmative action program which the CITY agrees to carry out, this program is incorporated in this agreement by reference. This program shall be treated as a legal obligation and failure to carry out its terms shall be treated as a violation of this agreement. Upon notification to the CITY of its failure to carry out the approved program, KIPDA shall impose such sanctions as noted in 49 CFR Part 23, Subpart E, which sanctions may include termination of the Agreement or other measures that may affect the ability of the CITY to obtain future Federal funding. Nondiscrimination Perta n n~ to Persons with Disabilities The C~TY agrees to comply with the provisions of Section 504 of the Rehabilitation Act of 1973, PL-93-112, and with all applicable requirements under the Americans with Disabilities Act of 1990, PL-101-336, and applicable federal regulations (49 CFR Parts 27, 37 and 38 and 29 CFR Part 1630). Competition in Procurement The CITY shal~ comply with the Procurement Standards requirements set forth in OMB applicable to the CITY, as amended and all revisions thereof, as may be appropriate; and all established procedures of KIPDA, KIPDA reserves the right to review the CITY's technical specifications and requirements, where such review is necessary for proper project administration. The CITY further agrees that no Federal funds shall be used to support procurement utilizing exclusionary or discriminatory specifications. Buy America All procurement and construction contracts under this Agreement must comply with Section 165 of the Surface Transportation Assistance Act of 1982, PL 97-424, 49 USC 1601, and U.S.D.O.T. regulations and guidance issues to implement this statutory provision. Energy Conservation During the performance of this Agreement, the CITY shall comply with all applicable mandatory standards and policies relating to energy efficiency which are contained in the State energy conservation plan issued in compliance with the Energy Policy and Conservation Act (PL 94-163). Privacy Act The CITY shall comply with the Privacy Act of 1974 (5 USC Section 552a) and the rules and regulations issued pursuant to the Act when the performance of this Agreement involves activities associated with maintaining a system or records on individuals to be operated by the CITY, its subcontractors or employees to accomplish a Government function. The CITY shall include this Privacy Act notification in every approved subcontract for the same purpose. Prohibited Interests (1) No officer, member or employees of KIPDA, INDOT , KYTC, and no member of the KIPDA Board or the State governing body, and no other public official of the governing body of the State in which the project is situated or being carried out 13 (2) who exercises any functions or responsibilities in the review or approval of the undertaking or carrying out of this project shall participate in any decision relating to this Agreement which affects his personal interest or have any personal or pecuniary interest, direct or indirect, in this Agreement or the proceeds thereof during his tenure or for one year thereafter, No member of or delegate to the Congress of the United States shall be admitted to any share or part of this Agreement or to any benefit arising therefrom. Restrictions on Lobbyinq The CITY hereby certifies that it has complied with 31 USC 1352, regarding the use of federal funds for lobbying purposes, including the completion of a disclosure form, if necessary. The U.S. Code provides in part that: (1) No Federal appropriated funds have 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 contract, the making of an Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) 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 grant contract for Federal funding, the CITY shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. Standard Form-LLL is available from KiPDA. (3) The CITY shall require that this Restriction on Lobbying contract clause be included in all lower tier subcontracts which exceed $100,000 and that all sub-recipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance is placed when this Agreement is entered into. This certification is a prerequisite for making and entering into this Agreement imposed by Section 1352, Title 31, U,S. Code, Any person who fails to sign or file this required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each failure. Compliance With Environmental Standards The CiTY shall comply with all applicable standards, orders, or requirements issued under Sections 114 and 306 of the Clean Air Act 49 USC 1857 (h), Sections 308 and 508 of the Clean Water Act 33 USC 1368, Executive Order 11738, and Environmental Protection Agency regulations 40 CFR Part 15, which prohibit the use under non-exempt Federal contracts, grants or loans of facilities included on the EPA List of Violating Facilities. The CITY shall notify KIPDA of the receipt of any communication from EPA indicating that a facility to be utilized in the Project is under consideration for listing by EPA, 14 DruR-Free Workplace (1) The CITY hereby covenants and agrees to make a good faith effort to provide and maintain during the term of this Agreement a drug-free workplace, and that it will give written notice to KIPDA within eight (8) days after receiving actual notice that an employee of the CITY has been convicted of a criminal drug violation occurring in the CITY's workplace. (2) In addition to the provisions of subparagraph (1) above, if the total contract amount set forth in this Agreement is in excess of $25,000, the CITY hereby further agrees that this Agreement is expressly subject to the terms, conditions and representations contained in the Drug-Free Workplace certification executed by the CITY in conjunction with this Agreement and which is appended as an attachment hereto. (3) It is further expressly agreed that the failure of the CITY to in good faith comply with the terms of subparagraph (1) above, or falsifying of otherwise violating the terms of the certification referenced in subparagraph (2) above shall constitute a material breach of this Agreement, and shall entitle KIPDA to impose sanctions against the CITY including, but not limited to, suspension of contract payments, termination of this Agreement and/or debarment of the CITY from doing further business with KIPDA for up to four(4) years. SECTION 9 MISCELLANEOUS A. Bonus or Commission The CITY warrants that it has not paid, and also agrees not to pay, any bonus or commission for the purpose of obtaining an approval by KIPDA which may be necessary in connection with carrying out this Agreement. B. Covenant Against Contingent Fees The CITY warrants that no person or selling agency has been employed or retained to solicit or secure this Agreement upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee. For breach or violation of this warranty, KIPDA shall have the right to annul this Agreement without liability or at its discretion, to deduct from the compensation to be paid under this Agreement, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. C. Successors and Assigns KIPDA and the CITY each binds itself, its partners, successors, executors, administrators, and assigns to the other party to this Agreement, and to the partners, successors, executors, administrators, and assigns of ~such other party in respect to all promises of this Agreement. D. Severability If any part or provision of this Agreement is held invalid, the validity of the remaining provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part or provision held to be invalid. 15 Fundin~ Cancellation If the U.S.D.O.T., INDOT, or KYTC makes a written determination that funds are not appropriated or otherwise available to support continuation of performance of this Agreement, the Agreement shall be canceled. A determination by the U.S.D.O.T. INDOT, or the KYTC that funds are not appropriated or otherwise available to support continuation of performance shall be final and conclusive. Patent Rights and Copyrights (1) No invention conceived or first actually reduced to practice in the course or under this Agreement by the CITY or any subcontractor which is or may be patentable under the patent laws of the United States of America or any foreign country may be patented without the written authorization of the U.S.D.O.T. The CITY shall include a similar clause in all of it subcontracts. All disputes arising out of patent rights shall be governed by the rules and regulations pertaining to patents as issued by the U.S.D.O:T. (2) The CITY shall be free to copyright material developed under this Agreement with the provisions that KIPDA, the INDOT, KYTC and the U.S.D.O.T. reserve a royalty- free, non-exclusive, and irrevocable license to reproduce, publish or otherwise use, and authorize others to use the work for government purposes. Ownership of Documents (1) All documents, including tracings, drawings, reports, data, and records, as instruments of service, are to be the joint property of the INDOT, KYTC, KIPDA and the CITY. During the performance of the services provided herein, the CITY shall be responsible for any loss or damage to the documents, herein enumerated. (2) Pursuant to Section 8136 of the Department of Defense Appropriations Act for fiscal year 1989, the CITY shall clearly set forth in any statement, press release, request for proposal, bid solicitation or other document describing projects or programs funded in whole or in part with U.S.D.O.T. funding information concerning the use of those U.S.D.O.T. funds. All reports published by the CITY shall contain the following credit reference: Preparation of this report has been financed by the Federal Transit Administration, the Federal Highway Administration, the Kentucky Transportation Cabinet and local governments in the KIPDA region, in cooperation with the Indiana Department of Transportation. This financial assistance notwithstanding, the contents of this report do not necessarily reflect the official views or policies of the funding agencies, Accuracy of the information presented herein is the responsibility of the City of Jeffersonville, Indiana. 16 PART III PROJECT BUDGET AND PAYMENT SECTION 1. The total Project Budget is not to exceed $30,000, to be funded as follows: 924,000 - Federal metropolitan transportation planning funds attributable to the Louisville-Southern Indiana urbanized area. These funds are provided through the Indiana Department of Transportation and/or the Kentucky Transportation Cabinet under separate agreements; · $6,000 - Cash matching funds provided by KIPDA from non-federal sources under this Agreement; and SECTION 2. The CITY will contract with a consultant to provide the services described in Part IV. SECTION 3. KIPDA shall compensate the CITY for 100% of the eligible project cost based upon the submission of invoices, payable within 30 days of the invoice date. Payments will be based on the percentage of completed, measurable work products as described in Part IV. SECTION The CITY shall submit periodic invoices in a form acceptable to KIPDA. The invoice will include a narrative progress report detailing the work that was completed during the period being billed. The invoices must be signed by the person who signed this contract, or their designee. SECTION 5. The payment of an invoice by KIPDA shall not prejudice KIPDA's right to object or question any invoice or matter in relation thereto. Such payment by KIPDA shall neither be construed as acceptance or any part of the work or service provided nor as an approval of any costs invoiced therein. SECTION 6. KIPDA reserves the right to deduct from amounts which are or shall become due and payable to the CITY under this or any contract between the parties any amounts which are or shall become due and payable to KIPDA by the CITY. SECTION 7. Persons authorized to obligate KIPDA under this agreement or to modify this agreement are Jack L. Scriber, Executive Director, and Thomas W. Pope, Assistant Director. 17 PART IV SCOPE OF WORK The purpose of the City of Jeffersonville Old City Parking Study is to provide city officials, area residents, and existing and prospective businesses with an accurate account of the area's existing parking needs and available facilities as well as projected future demands and alternatives for meeting those demands. The study is significant because area residents and businesses have identified parking availability as the primary impediment in terms of the area realizing its full potential as a vibrant traditional marketplace. The study area will encompass the two primary commercial corridors within the "Old City", Court Avenue and Spring Street, and the areas immediately adjacent to those corridors. KIPDA agrees to pay to the CITY allowable costs incurred during the contract period in an amount not to exceed $30,000 for the specific services described. The reimbursement costs will be based on actual fees associated with the specific services described below: Phase I - Data Collection (20%) 1.1 Inventory of existing facilities 1.2 Accounting of current parking demand Phase 2 - Analysis/Assessment (70%) 2.1 Projection of future parking demand 2.2 Alternatives development/assessment 2.3 Development of recommendations Phase 3 - Plan Documentation 3.1 Presentations/Documentation (10%) 18