Resolution 071-18RECORD OF RESOLUTIONS
Dayton Legal Blank, Inc., Form No. 30045
71-18
Resolution No. Passed , 20
A RESOLUTION AU`IrHORIZING THE CITY MANAGER TO ENTER
INTO AN AGREEMENT WITH THE OHIO DEPARTMENT OF
TRANSPORTATION THROUGH DRIVEOHIO FOR THE CONNECTED
VEHICLE ROUNDABOUT APPLICATION PROJECT (ODOT PROJECT
FRA -33-3.70 SMART TECHNOLOGY, PID NUMBER 109356)
WHEREAS, a primary goal of the City of Dublin is to provide, a safe and multi -modal
transportation network to all residents and 'visitors alike; and
WHEREAS, the City has a key focus to forward invest in our infrastructure in anticipation of
growth to ensure driver and pedestrian/cyclist safety and to avoid congestion; and
WHEREAS, the City recognizes and is leaning forward to incorporate changing and evolving
mobility initiatives and digital infrastructure/technology solutions to make our transportation
system as safe and efficient as possible; and
WHEREAS, the Dublin Community Plan promotes working cooperatively with surrounding
jurisdictions to promote regional transportation planning and programming; and
WHEREAS, the City identified the opportunity to initiate a connected vehicles project that will
develop a connected vehicle roundabout application and implement a pilot deployment at a
multilane roundabout within signalized corridors; and
WHEREAS, the Ohio Governor's Executive Order 2018-01K created DriveOhio as the smart
mobility center for the State of Ohio and housed within the Ohio Department of
Transportation; and
WHEREAS, Section 5501,03(A)(3) of the Ohio Revised Code provides the Director of
Transportation may coordinate the activities of the Department of Transportation with other
appropriate public authorities to enter into contracts with such authorities as necessary to
carry out its duties; and
WHEREAS, the City of Dublin and DriveOhio desire to partner on this project and execute
an agreement outlining the obligations and responsibilities of the City of Dublin and
DriveOhio with regard to this project; and
WHEREAS, the total cost for the project is estimated to be $380,000, with DriveOhio
contributing 21% of the eligible costs, up to a maximum of $80,000;
WHEREAS, enabling the City of Dublin to partner with DriveOhio will further both the City
of Dublin's and the US -33 Smart Mobility Corridor's unique position in participating in the
advancement of connected vehicles technology and being at the forefront of this evolving
industry.
NOW THEREFORE, BE IT RESOLVED by the Council of the City of Dublin, State of Ohio,
rOO7 of the elected members concurring that:
Section 1. The City Manager is hereby authorized to enter into an agreement with the Ohio
Department of Transportation through DriveOhio for ,the Connected Vehicle Roundabout
Application Project (ODOT Project FRA -33-3.70 Smart Technology, PID Number 109356),
attached hereto.
Secti. n , . This Resolution sh II ake effect upon passage in accordance with Section 4.04(x)
of the evised Charter
P ssed th i 1�' y of , 2018.
a�---,�' Presioring 0
ATTEST:
Clerk of Council
Office of the City Manager
5200 Emerald Parkway •Dublin, OH 43017-1090
Ci'0ty of Dublin Phone: 614.410.4400 •Fax: 614.410.4490
To: Members of Dublin City Council
From: Dana L. McDaniel, City Mana�f
Date: November 27, 2018
Initiated by: Megan D. O'Callaghan, P.E., Director of Public Works
Memo
Re: Resolution 71-18 - Agreement with ODOT through DriveOhio for the
Connected Vehicle Roundabout Application Project
Background
The City of Dublin has a long history of innovation in service delivery and community development.
As City Council is aware, a Council of Governments (COG) was formed between the Cities of Dublin
and Marysville, Union County, and the Union County Port Authority to work together to promote
cooperation and joint efforts to promote economic development in the US 33 Corridor. Thus far,
this partnership has resulted in the deployment of a fiber optic backbone funded by the Ohio
Department of Transportation (ODOR allocating 236 optical fibers to the COG for its use and
administration, and the award of a $5.9 million USDOT grant for the deployment of above ground
technology to enable testing and data collection for Connected Vehicle (CV)/Autonomous Vehicle
(AV) research.
33 SMART MOBILITY CORRIDOR
SMART COLUMBUS
SMART MOBILITY
3CORRIDOR
As briefed to City Council at its Finance Committee meeting on October 8, 2018, Dublin and its
COG partners are working together to advance the creation of, and leverage, this most unique
testing corridor. Connected Marysville and Connected Dublin represent joint, and also unique,
smart mobility and CV deployments. The initiative that is the subject of this resolution is a
significant example of Dublin undertaking an independent opportunity to partner with a state
agency to develop a CV roundabout application and implement a pilot deployment of CV
technologies.
Memo re. Res 71-18 - ODOT/DrIve Ohio Agreement — Connected Vehicle Roundabout Application Project
November 27, 2018
Page 2 of 3
Evaluating available technologies and devices, and
to a -0 it 14)
Developing a dashboard solution appiication to aisplay performance measuresi.
Memo re. Res 71-18 - ODOT/Drive Ohio Agreement — Connected Vehicle Roundabout Application Project
November 27, 2018
Page 3 of 3
Staff also identified, and has worked to solidify, a partnership opportunity with DriveOhio. The
Ohio Governor's Executive Order 2018-01K created DriveOhio as the statewide center for
advancing smart mobility. Supported by the Ohio Department of Transportation, DriveOhio
was created to foster cooperation and collaboration and be a one-stop shop for those looking
to develop, test and deploy advanced mobility solutions in Ohio.
The total cost for the project is currently estimated to be $380,000. This is a preliminary estimate
that will be refined as the research develops. DriveOhio has committed to contribute 21% of the
eligible costs, up to a maximum of $80,000. This agreement memorializes DriveOhio's funding
commitment to this unique and significant project.
A Request for Proposals (RFP) will be issued in early December 2018 to initiate the competitive
selection process for a professional consulting team to lead this project. Design and the pilot
deployment will follow in 2019.
Recommendation
Staff recommends Council adoption of Resolution 71-18, authorizing the City Manager to
enter into an agreement with the Ohio Department of Transportation through DriveOhio
for the Connected Vehicle Roundabout Application Project (ODOT Project FRA -33-3.70
Smart Technology, PID Number 109356).
FRA -33-3.70 SMART TECH
COUNTY ROUTE SECTION
109356
PID NUMBER
33045
AGREEMENT NUMBER
052445525
DUNS NUMBER
CFDA 20.205
LPA FEDERAL LOCAL -LET PROJECT AGREEMENT
THIS AGREEMENT is made by and between the State of Ohio, Department of Transportation,
hereinafter referred to as ODOT, 1980 West Broad Street, Columbus, Ohio 43223 and the City of Dublin.
6555 Shier -Rings Road, Dublin, Ohio 43016 hereinafter referred to as the LPA.
1. PURPOSE
1.1 The National Transportation Act has made available certain Federal funding for use by local public
agencies. The Federal Highway Administration (hereinafter referred to as FHWA) designated
ODOT as the agency in Ohio to administer FHWA's Federal funding programs.
1.2 Section 5501.03 (D) of the Ohio Revised Code (hereinafter referred to as ORC) provides that
ODOT may coordinate its activities and enter into contracts with other appropriate public authorities
to administer the design, qualification of bidders, competitive bid letting, construction, inspection,
and acceptance of any projects administered by ODOT, provided the administration of such
projects is performed in accordance with all applicable Federal and State laws and regulations with
oversight by ODOT.
1.3 The FRA -33-3.70 Smart Technology (hereinafter referred to as the PROJECT) is a transportation
activity eligible to receive Federal funding, and which is further defined in the PROJECT scope.
1.4 The purpose of this Agreement is to set forth requirements associated with the Federal funds
available for the PROJECT and to establish the responsibilities for the local administration of the
PROJECT.
2. LEGAL REFERENCES AND COMPLIANCE
2.1 This Agreement is authorized and/or governed by the following statutes and/or policies, which are
incorporated, by reference, in their entirety:
a. National Transportation Act, Title 23, U.S.C.; 23 CFR 635.105,
b. Federal Funding Accountability and Transparency Act of 2006 (FFATA),
C. 2 CFR Part 200 Uniform Administrative Requirements, Cost Principles, and Audit
Requirements for Federal Awards,
d. ODOT Locally Administered Transportation Projects, Manual of Procedures, and
e. State of Ohio Department of Transportation Construction and Material Specifications
Manual (applicable to dates of PROJECT).
2.2 The LPA shall comply with all applicable Federal and State laws, regulations, executive orders, and
applicable ODOT manuals and guidelines. This obligation is in addition to compliance with any
law, regulation, or executive order specifically referenced in this Agreement.
3. FUNDING
3.1 The total cost for the PROJECT is estimated to be $ 380.000 as set forth in Attachment 1.
ODOT shall provide to the LPA 21 percent of the eligible costs, up to a maximum of $ 80.000
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in Federal funds. This maximum amount reflects the funding limit for the PROJECT set by the
applicable Program Manager. Unless otherwise provided, funds through ODOT shall be applied
only to the eligible costs associated with the actual construction of the transportation project
improvements and construction engineering/inspection activities.
3.2 The LPA shall provide all other financial resources necessary to fully complete the PROJECT,
including all 100 percent Locally -funded work, cost overruns and contractor claims.
4. PROJECT DEVELOPMENT AND DESIGN
4.1 The LPA and ODOT agree that the LPA is qualified to administer this PROJECT and is in full
compliance with all LPA participation requirements.
4.2 The LPA and ODOT agree that the LPA has received funding approval for the PROJECT from the
applicable ODOT Program Manager having responsibility for monitoring such projects using the
Federal funds involved.
4.3 The LPA shall design and construct the PROJECT in accordance with a recognized set of written
design standards. The LPA shall make use of ODOT's Location and Design Manual (L&D), or the
appropriate AASHTO publication. Even though the LPA may use its own standards, ODOT may
require the LPA to use a design based on the L&D Manual for projects that contain a high crash
rate or areas of crash concentrations. Where the LPA has adopted ODOT standards for the
PROJECT, the LPA shall be responsible for ensuring that any ODOT standards used for the
PROJECT are current and/or updated. The LPA shall be responsible for periodically contacting the
ODOT District LPA Coordinator or through the following Internet website for any changes or
updates: www. dot. state. oh. us/drrc/Pages/default.aspx
4.4 The LPA shall either designate an LPA employee, who is a registered professional engineer, to act
as the Project Design Engineer and serve as the LPA's principal representative for attending to
project responsibilities, or engage the services of a pre -qualified ODOT consultant, who has been
chosen using a Qualification -Based Selection (QBS) process, as required pursuant to ORC
sections 153.65 through 153.71. The pre -qualified list is available on the ODOT website at:
www.dot.state.oh.us/DIVISIONS/Engineering/CONSULTANT
4.5 If Federal funds are used for a phase of project development and the LPA executes an agreement
with a consultant prior to the receipt of the "Authorization" notification from ODOT, ODOT may
terminate this Agreement and cease all Federal funding commitments.
4.6 ODOT reserves the right to move this PROJECT into a future sale year if the LPA does not adhere
to the established PROJECT schedule, regardless of any funding commitments.
5. ENVIRONMENTAL RESPONSIBILITIES
5.1 In the administration of this PROJECT, the LPA shall be responsible for conducting any required
public involvement events, for preparing all required documents, reports and other supporting
materials needed for addressing applicable environmental assessment, for clearance
responsibilities for the PROJECT pursuant to the National Environmental Policy Act and related
regulations, including the requirements of the National Historic Preservation Act, and for securing
all necessary permits.
5.2 If the LPA does not have the qualified staff to perform any or all of the respective environmental
responsibilities, the LPA shall hire an ODOT Pre -qualified Consultant through a QBS process. The
pre -qualified list is available on the ODOT web page at www. dot. state. oh. us/CONTRACT. If the
LPA hires a pre -qualified consultant, the LPA shall be responsible for monitoring the consultant's
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activities and ensuring that the consultant is following all Federal and State laws, regulations,
policies, and guidelines.
5.3 ODOT shall be responsible for the review of all environmental documents and reports, and shall
complete all needed coordination activities with State and Federal regulatory agencies toward
securing environmental clearance.
5.4 The LPA shall be responsible for assuring compliance with all commitments made as part of the
PROJECT's environmental clearance and/or permit requirements during the construction of the
PROJECT.
5.5 The LPA shall require its consultant, selected to prepare a final environmental document pursuant
to the requirements of the National Environmental Policy Act, to execute a copy of a disclosure
statement specifying that the consultant has no financial or other interest in the outcome of the
PROJECT.
5.6 The LPA shall submit a NOI to Ohio EPAto obtain coverage under the National Pollution Discharge
Elimination System (NPDES) Construction General Permit for all projects where the combined
Contractor and Project Earth Disturbing Activity (EDA) are one acre or more. If the LPA chooses
not to use ODOT's L&D Vol. 2 on Local -Let LPA projects, they may use an alternative post -
construction BMP criteria with Ohio EPA approval.
6. RIGHT OF WAY/ UTILITIES/ RAILROAD COORDINATION
6.1 All right-of-way acquisition activities shall be performed by the LPA in accordance with the Uniform
Relocation Assistance and Real Property Acquisition Act of 1970 (Public Law 91-646) as amended
by 49 CFR Part 24 (hereinafter referred to as Uniform Act), any related Federal regulations issued
by the FHWA, and State rules, policies and guidelines issued by ODOT.
6.2 If existing and newly -acquired right of way is required for this PROJECT, the LPA shall certify that
the all right of way has been acquired in conformity with Federal and State laws, regulations,
policies, and guidelines. Per ODOT's Office of Real Estate, any LPA staff who perform real estate
functions shall be prequalified. If the LPA does not have the qualified staff to perform any or all of
the respective right of way functions, the LPA shall hire an ODOT Pre -qualified Consultant through
a QBS process. The LPA shall not hire the same consultant to perform both the appraisal and
appraisal review functions. Appraisal review shall be performed by an independent staff or fee
reviewer and shall be hired directly by the LPA. Likewise, a consultant hired to perform right of way
acquisition work is not permitted to perform both the relocation and relocation review functions.
Relocation review shall be performed by an independent staff or fee reviewer.
6.3 If the LPA hires a pre -qualified consultant, the LPA shall be responsible for monitoring the
consultant's activities and ensuring that the consultant is following all Federal and State laws,
regulations, policies, and guidelines.
6.4 All relocation assistance activities shall be performed by the LPA in conformity with Federal and
State laws, including the Uniform Act, and any related Federal regulations issued by the FHWA,
and State rules, policies and guidelines issued by ODOT. The LPA shall not hire a consultant to
perform both the relocation and relocation review functions nor shall the LPA hire a sub -consultant
for relocation and another sub -consultant for relocation review. Relocation review shall be
performed by an independent staff person or independent fee reviewer and shall be hired directly
by the LPA.
6.5 The LPA shall provide the ODOT District Office with its certification that all right of way property
rights necessary for the PROJECT are under the LPA's control, that all right of way has been
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cleared of encroachments, and that utility facilities have been appropriately relocated or accounted
for so as not to interfere with project construction activities. ODOT shall make use of the LPA's
Right of Way Certification, as well as evaluate the LPA's and/or consultant's performance of the
project real estate activities under Titles II and III of the Uniform Act, and, as appropriate, certify
compliance to the FHWA. The LPA shall be liable to repay to ODOT all of the Federal funds
disbursed to it under this Agreement if the certification of the LPA is found to be in error or otherwise
invalid.
6.6 In the administration of this PROJECT, the LPA agrees to follow all procedures described in the
ODOT Utilities Manual and 23 CFR Part 645. When applicable, the LPA shall enter into a utility
relocation agreement with each utility prior to the letting of construction. No reimbursable
construction costs shall be incurred by the LPA prior to the receipt of the "Authorization to Advertise"
notification from ODOT. If such costs are incurred, ODOT may terminate this Agreement and cease
all Federal funding commitments.
6.7 The LPA shall submit all subsequent modifications to the design of the PROJECT and/or any
disposal of property rights acquired as part of the PROJECT to ODOT and FHWA for approval.
6.8 The LPA shall be responsible for any necessary railroad coordination and agreements. The LPA
shall comply with the provisions of Title 23 of the Code of Federal Regulations and applicable
chapters of the ORC regarding all activities relating to Railroad -Highway projects.
6.9 Consistent with sections 10.1 and 10.4 of this Agreement, the LPA shall assure that, if any property
acquired for this PROJECT is subsequently sold for less than fair market value, all Title VI
requirements are included in the instrument which transfers the property. Consistent with sections
10.1 and 10.4 of this Agreement, the LPA shall assure that if the LPA grants a permit or license for
the property acquired for this PROJECT that the license or permit require the licensee or permit
holder to adhere to all Title VI requirements.
7. ADVERTISING, SALE AND AWARD — (Section N/A)
8. CONSTRUCTION CONTRACT ADMINISTRATION— (Section N/A)
9. CERTIFICATION AND RECAPTURE OF FUNDS
9.1 This Agreement is subject to the determination by ODOT that sufficient funds have been
appropriated by the Ohio General Assembly to the State for the purpose of this Agreement and to
the certification of funds by the Office of Budget and Management, as required by ORC section
126.07. If ODOT determines that sufficient funds have not been appropriated for the purpose of
this Agreement or if the Office of Budget and Management fails to certify the availability of funds,
this Agreement or any renewal thereof will terminate on the date funding expires.
9.2 Unless otherwise directed by ODOT, if for any reason the PROJECT is not completed in its entirety
or to a degree acceptable to ODOT and FHWA, the LPA shall repay to ODOT an amount equal to
the total funds ODOT disbursed on behalf of the PROJECT. In turn, ODOT shall reimburse FHWA
an amount equal to the total sum of Federal dollars it has received for the PROJECT. If the LPA
has not repaid ODOT in full an amount equal to the total funds ODOT disbursed on behalf of the
PROJECT, any funds recovered from the performance and payment bond as required under
section 7.7 shall be used to offset the Federal dollars reimbursed to FHWA.
10. NONDISCRIMINATION
10.1 In carrying out this Agreement, the LPA shall not discriminate against any employee or applicant
for employment because of race, religion, color, sex (including pregnancy, gender identity and
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sexual orientation), national origin, ancestry, age, disability as that term is defined in the American
with Disabilities Act, military status (past, present, or future), or genetic information. The LPA shall
ensure that applicants are hired and that employees are treated during employment without regard
to their race, religion, color, sex (including pregnancy, gender identity and sexual orientation),
national origin, ancestry, age, disability, military status, or genetic information. Such action shall
include, but not be limited to the following: employment, upgrading, demotion, or transfer,
recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and
selection for training, including apprenticeship.
10.2 The LPA agrees to post in conspicuous places, available to employees and applicants for
employment, notices setting forth the provisions of this nondiscrimination clause, and in all
solicitations or advertisements for employees placed by it, state that all qualified applicants shall
receive consideration for employment without regard to race, religion, color, sex (including
pregnancy, gender identity and sexual orientation), national origin, ancestry, age, disability, military
status, or genetic information. The LPA shall incorporate this nondiscrimination requirement within
all of its contracts for any of the work on the PROJECT (other than subcontracts for standard
commercial supplies or raw materials) and shall require all of its contractors to incorporate such
requirements in all subcontracts for any part of such project work.
10.3 The LPA shall ensure that Disadvantaged Business Enterprises (DBEs), as defined in 49 CFR Part
26, will have an equal opportunity to participate in the performance of contracts and subcontracts
financed in whole or in part with Federal funds provided in conjunction with this Agreement. To
meet this requirement, subcontractors who claim to be DBEs must be certified by ODOT. The LPA
shall require that all contracts and other agreements it enters into for the performance of the
PROJECT contain the following specific language:
Disadvantaged Business Enterprise (DBE) Requirement. DBE participation goals
(subcontracts, materials, supplies) have been set on this PROJECT for those
certified as DBEs pursuant to Title 23, U.S.C. section 140(c) and 49 CFR, Part 26,
and where applicable qualified to bid with ODOT under Chapter 5525 of the ORC.
ODOT shall supply the percentage goal to the LPA upon review of the Engineer's
Estimate. Prior to executing the contract with the contractor, and in order for ODOT
to encumberthe Federal/State funds, the contractor must demonstrate compliance
with the DBE Utilization Plan and Good Faith Efforts requirements.
GOOD FAITH EFFORTS (GFEs) — (Section N/A)
10.4 During the performance of this contract, the LPA, for itself, its assignees and successors in interest
agrees as follows:
(a) Compliance with Regulations: The LPA will comply with the regulations relative to
nondiscrimination in Federally -assisted programs of the United States Department of
Transportation (hereinafter "U.S. DOT") 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.
In addition, the LPA will comply with the provisions of the Americans with Disabilities Act,
Section 504 of the Rehabilitation Act, FHWA Guidance, and any other Federal, State,
and/or local laws, rules and/or regulations (hereinafter referred to as "ADA/504").
(b) Nondiscrimination: The LPA, with regard to the work performed by it during the contract,
will not discriminate on the grounds of race, color, national origin, sex (including pregnancy,
gender identification and sexual orientation), age, disability, low-income status or limited
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English proficiency in the selection and retention of contractors or subcontractors, including
procurements of materials and leases of equipment. The LPA 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
B of the Regulations, as well as the ADA/504 regulations.
(c) Solicitations for Contractors or Subcontractors, including Procurement of Materials
and Equipment: In all solicitations either by competitive bidding or negotiation made by
the LPA for work to be performed under a contract or subcontract, including procurements
of materials or leases of equipment, each potential contractor, subcontractor, or supplier
will be notified by the LPA of the LPA's obligations under this contract and the Regulations
relative to nondiscrimination on the grounds of race, color, national origin, sex (including
pregnancy, gender identification and sexual orientation), age, disability, low-income status
or limited English proficiency.
(d) Information and Reports: The LPA will provide all information and reports required by
the Regulations or directives issued pursuant thereto, and will permit access to its books,
records, accounts, other sources of information, and its facilities as may be determined by
the STATE or FHWA to be pertinent to ascertain compliance with such Regulations, orders
and instructions. Where any information required of the LPA is in the exclusive possession
of another who fails or refuses to furnish this information, the LPA will so certify to the
STATE or FHWA, as appropriate, and will set forth what efforts it has made to obtain the
information.
(e) Sanctions for Noncompliance: In the event of the LPA's noncompliance with the
nondiscrimination provisions of this contract, the STATE will impose such contract
sanctions as it or FHWA may determine to be appropriate, including, but not limited to:
(1) withholding of payments to the LPA under the contract until the LPA complies,
and/or
(2) cancellation, termination or suspension of the contract, in whole or in part.
(f) Incorporation of Provisions: The LPA will include the provisions of paragraphs 10.4 (a)
through (e) above in every contract or subcontract, including procurements of materials
and leases of equipment, unless exempt by the Regulations, or directives issued pursuant
thereto. The LPA will take such action with respect to any contractor or subcontractor
procurement as the STATE or FHWA may direct as a means of enforcing such provisions
including sanctions for noncompliance, provided, however, that, in the event the LPA
becomes involved in, or is threatened with, litigation with a contractor, subcontractor, or
supplier as a result of such direction, the LPA may request the STATE to enter into such
litigation to protect the interests of the STATE, and, in addition, the LPA may request the
United States to enter into such litigation to protect the interests of the United States.
11. DATA, PATENTS AND COPYRIGHTS - PUBLIC USE
11.1 The LPA shall ensure that any designs, specifications, processes, devices or other intellectual
properties specifically devised for the PROJECT by its consultants or contractors performing work
become the property of the LPA, and that when requested, such designs, specifications, processes,
devices or other intellectual properties shall become available to ODOT and FHWA with an
unrestricted right to reproduce, distribute, modify, maintain, and use. The LPA's consultants and
contractors shall not seek or obtain copyrights, patents, or other forms of proprietary protection for
such designs, specifications, processes, devices or other intellectual properties, and in providing
them to the PROJECT, shall relinquish any such protections should they exist.
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11.2 The LPA shall not allow its consultants or contractors to utilize within the development of the
PROJECT any copyrighted, patented or similarly protected design, specification, process, device
or other intellectual property unless the consultant or contractor has provided for such use by
suitable legal agreement with the owner of such copyright, patent or similar protection. A consultant
or contractor making use of such protected items for the PROJECT shall indemnify and save
harmless the LPA and any affected third party from any and all claims of infringement on such
protections, including any costs, expenses, and damages which it may be obliged to pay by reason
of infringement, at anytime during the prosecution or after the completion of work on the PROJECT.
11.3 (Section N/A)
12. TERMINATION: DEFAULT AND BREACH OF CONTRACT
12.1 Neglect or failure of the LPA to comply with any of the terms, conditions, or provisions of this
Agreement, including misrepresentation of fact, may be an event of default, unless such failure or
neglect are the result of natural disasters, strikes, lockouts, acts of public enemies, insurrections,
riots, epidemics, civil disturbances, explosions, orders of any kind of governments of the United
States or State of Ohio or any of their departments or political subdivisions, or any other cause not
reasonably within the LPA's control. If a default has occurred, ODOT may terminate this Agreement
with thirty (30) days written notice, except that if ODOT determines that the default can be
remedied, then ODOT and the LPA shall proceed in accordance with sections 12.2 through 12.4 of
this Agreement.
12.2 If notified by ODOT in writing that it is in violation of any of the terms, conditions, or provisions of
this Agreement, and a default has occurred, the LPA shall have thirty (30) days from the date of
such notification to remedy the default or, if the remedy will take in excess of thirty (30) days to
complete, the LPA shall have thirty (30) days to satisfactorily commence a remedy of the causes
preventing its compliance and curing the default situation. Expiration of the thirty (30) days and
failure by the LPA to remedy, or to satisfactorily commence the remedy of, the default whether
payment of funds has been fully or partially made, shall result in ODOT, at its discretion, declining
to make any further payments to the LPA, or in the termination of this Agreement by ODOT. If this
Agreement is terminated, the LPA may be liable to repay to ODOT all of the Federal funds
disbursed to it under this Agreement.
12.3 The LPA, upon receiving a notice of termination from ODOT for default, shall cease work on the
terminated activities covered under this Agreement. If so requested by ODOT, the LPA shall assign
to ODOT all its rights, title, and interest to any contracts it has with any consultants or contractors.
Otherwise, the LPA shall terminate all contracts and other agreements it has entered into relating
to such covered activities, take all necessary and appropriate steps to limit disbursements and
minimize any remaining costs. At the request of ODOT, the LPA may be required to furnish a report
describing the status of PROJECT activities as of the date of its receipt of notice of termination,
including results accomplished and other matters as ODOT may require.
12.4 No remedy herein conferred upon or reserved by ODOT is intended to be exclusive of any other
available remedy, but each and every such remedy shall be cumulative and shall be in addition to
every other remedy given under this Agreement or now or hereafter existing at law or in equity. No
delay or omission to exercise any right or option accruing to ODOT upon any default by the LPA
shall impair any such right or option or shall be construed to be a waiver thereof, but any such right
or option may be exercised from time to time and as often as may be deemed expedient by ODOT.
12.5 This Agreement and obligation of the parties herein may be terminated by either party with thirty
days written notice to the other party. In the event of termination, the LPA shall cease work,
terminate all subcontracts relating to such terminated activities, take all necessary or appropriate
steps to limit disbursements and minimize costs, and furnish all data results, reports, and other
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materials describing all work under this contract, including without limitation, results accomplished,
conclusions resulting therefrom, and such other matters as ODOT may require.
12.6. In the event of termination for convenience, the LPA shall be entitled to compensation, upon
submission of a proper invoice, for the work performed prior to receipt of notice of termination, less
any funds previously paid by or on behalf of ODOT. ODOT shall not be liable for any further claims,
and the claims submitted by the LPA shall not exceed the total amount of consideration stated in
this Agreement. In the event of termination, any payments made by ODOT in which services have
not been rendered by the LPA shall be returned to ODOT.
13. THIRD PARTIES AND RESPONSIBILITIES FOR CLAIMS
13.1 Nothing in this Agreement shall be construed as conferring any legal rights, privileges, or
immunities, or imposing any legal duties or obligations, on any person or persons other than the
parties named in this Agreement, whether such rights, privileges, immunities, duties, or obligations
be regarded as contractual, equitable, or beneficial in nature as to such other person or persons.
Nothing in this Agreement shall be construed as creating any legal relations between the Director
and any person performing services or supplying any equipment, materials, goods, or supplies for
the PROJECT sufficient to impose upon the Director any of the obligations specified in section
126.30 of the ORC.
13.2 The LPA hereby agrees to accept responsibility for any and all damages or claims for which it is
legally liable arising from the actionable negligence of its officers, employees or agents in the
performance of the LPA's obligations made or agreed to herein.
14. NOTICE
14.1 Notice under this Agreement shall be directed as follows:
If to the LPA: If to ODOT/DriveOhio:
Megan O'Callaghan, Public Works Director
Nick Hegemier, Managing Director—
Infrastructure / Vehicle Deployment
City of Dublin
DriveOhio
6555 Shier -Rings Road
1980 W. Broad St.
Dublin, Ohio 43016
Columbus, OH 43223
MOCalla han dublin.oh.us
Nick. Hegemier@drive.ohio.gov
15. GENERAL PROVISIONS
15.1 Recovery of LPA's allocable project Direct Labor, Fringe Benefits, and/or Indirect Costs:
To be eligible to recover any costs associated with the LPA's internal labor forces allocable to this
PROJECT, the LPA shall make an appropriate selection below: [LPA official must initial the option
selected. ]
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Revision Date October 17. 2018
1. No cost recovery of LPA's project direct labor, fringe benefits, or overhead costs.
(A) The LPA does not currently maintain an ODOT approved federally compliant time -
tracking system', and
(B) The LPA does not intend to have a federally compliant time -tracking system
developed, implemented, and approved by ODOT prior to the period of performance of
this PROJECT, and/or
(C) The LPA does not intend to pursue recovery of these project direct labor, fringe
benefits, or overhead costs during the period of performance of this PROJECT
Agreement.
2. Direct labor plus indirect costs calculated using the Federal 10% De Minimis Indirect
Cost Rate. 2
(A) The LPA currently maintains, or intends to develop and implement prior to the period
of performance of this PROJECT, an ODOT approved federally compliant time -tracking
system, and
(B) The LPA does not currently have, and does not intend to negotiate, an ODOT
approved fringe benefits rate prior to the period of performance of this PROJECT.
3. Direct labor, plus fringe benefits costs calculated using the LPA's ODOT approved
Fringe Benefits Rate, plus indirect costs calculated using the Federal 10% De
Minimis Indirect Cost Rate. 3
(A) The LPA currently maintains, or intends to develop and implement prior to the period
of performance of this PROJECT, an ODOT approved federally compliant time -tracking
system, and
(B) The LPA currently has, or intends to negotiate, an ODOT approved fringe benefits rate
prior to the period of performance of this PROJECT.
1 A "federally compliant time -tracking system' is supported by a system of internal controls and record-keeping that accurately
reflects the work performed; which provides reasonable assurance that the time being charged is accurate, allowable, and
properly allocated; is incorporated in official records such as payroll records; reasonably reflects the employee's total activity;
provides a time or percentage breakdown on all activities, both Federallyfunded and non- Federally funded for the employee and
complies with the LPA's pre -established accounting practices and procedures.
2 [Also be sure to read footnote # 1] The De Minimis Indirect Cost Rate is 10 percent of modified total direct costs (MTDC) per 2
CFR §200.414. The definition of MTDC is provided in the regulation at 2 CFR §200.68. Any questions regarding the calculation
of MTDC for a specific project should be directed to the Office of Local Programs. Further, regardless of whether the LPA
subrecipient negotiates overhead rates with ODOT or uses the 10 -percent de minimis rate, LPAs are required to maintain
Federally -compliant time -tracking systems. Accordingly, LPAs are permitted to bill for labor costs, and then potentially associated
fringe/indirect costs, only if the labor costs are accumulated, tracked, and allocated in accordance with compliant systems. Before
an LPA is eligible to invoice ODOT for and recover the 10% de minimis indirect cost rate on any project, the LPA's time -tracking
system and methods for tracking other project costs must be reviewed and approved by the ODOT Office of External Audits. A
non -Federal entity that elects to charge the de minimis rate must meet the requirements in 2 CFR 200 Appendix VII Section D,
Part 1, paragraph b.
3 [Also be sure to read footnotes # 1 and 2] The fringe benefits rate billed to this project must be determined in accordance with
the Rate Agreement periodically negotiated with and approved by the ODOT Office of External Audits. The fiscal period when
the LPA's direct labor costs are paid will be matched with the ODOT approved rate for that fiscal year to determine which rate is
applicable. Accordingly, the fringe benefits rate applicable to different fiscal years throughout the period of performance of the
project may fluctuate to match changes to the ODOT approved rate.
Page 9 of 14
Revision Date October 17. 2018
4. Direct labor, plus fringe benefits costs calculated using the LPA's ODOT approved
Fringe Benefits Rate, plus indirect costs calculated using the LPA's ODOT approved
Indirect Cost Rate. 4
(A) The LPA currently maintains, or intends to develop and implement prior to the period
of performance of this PROJECT, an ODOT approved federally compliant time -tracking
system, and
(B) The LPA currently has, or intends to negotiate, an ODOT approved fringe benefits rate
prior to the period of performance of this PROJECT, and
(C) Instead of using the Federal 10% De Minimis Indirect Cost Rate, the LPA currently has,
or intends to negotiate, an ODOT approved indirect cost rate prior to the period of
performance of this PROJECT.
For any allocable project labor costs to be eligible for reimbursement with Federal and/or State
funds, the LPA must maintain compliance with all timekeeping requirements specified in 2 CFR
Part 200 and the ODOT LPA Cost Recovery Guidance, including ODOT Questions and Answers
and related supplementary guidance, as applicable. Additionally, if the LPA elects to recover fringe
and/or indirect costs, the LPA shall maintain compliance with Appendix VII of 2 CFR Part 200 and
the LATP Manual of Procedures.
15.2 If the LPA decides to change its indirect cost recovery option, the change shall not become effective
until this Agreement is amended pursuant to section 15.12 below to reflect the indirect cost recovery
option utilized by the LPA on the PROJECT.
15.3 Financial Reporting and Audit Requirements: One or more phases of this Agreement include a sub
award of Federal funds to the LPA. Accordingly, the LPA must comply with the financial reporting
and audit requirements of 2 CFR Part 200.
All non-federal entities, including ODOT's LPA sub recipients, that have aggregate federal awards
expenditures from all sources of $750,000 or more in the non-federal entity's fiscal year must have
a Single Audit, or program -specific audit, conducted forthat year in accordance with the provisions
of 2 CFR Part 200.
Federal and State funds expended to or on behalf of a sub recipient must be recorded in the
accounting records of the LPA subrecipient. The LPA is responsible for tracking all project
payments throughout the life of the PROJECT in order to ensure an accurate Schedule of
Expenditures of Federal Awards (SEFA) is prepared annually for all Applicable Federal Funds.
Applicable Federal Funds are those that are identified with the various project phases of this
Agreement as a subaward. Applicable Federal Funds include not only those LPA project
expenditures that ODOT subsequently reimburses with Federal funds, but also those Federal funds
project expenditures that are disbursed directly by ODOT upon the request of the LPA.
The LPA must separately identify each ODOT PID and/or Project and the corresponding
expenditures on its SEFA. LPAs are responsible for ensuring expenditures related to this
PROJECT are reported when the activity related to the Federal award occurs. Further, the LPA
may make this determination consistent with section 2 CFR §200.502 and its established
accounting method to determine expenditures including accrual, modified accrual or cash basis.
4 [Also be sure to read footnote # 1] The fringe benefits and indirect cost rates billed to this project must be determined in
accordance with the Rate Agreement periodically negotiated with and approved by the Office of External Audits. The fiscal period
when the LPA's direct labor costs are paid will be matched with the ODOT approved rates for that fiscal year to determine which
rates are applicable. Accordingly, the rates applicable to different fiscal years throughout the period of performance of the project
mayfluctuate to match changes to the ODOT approved rates.
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Revision Date October 17. 2018
When project expenditures are not accurately reported on the SEFA, the LPA may be required to
make corrections to and republish the SEFA to ensure Federal funds are accurately reported in the
correct fiscal year. An ODOT request for the restatement of a previously published SEFA will be
coordinated with the Ohio Auditor of State.
15.4 Record Retention: The LPA, when requested at reasonable times and in a reasonable manner,
shall make available to the agents, officers, and auditors of ODOT and the United States
government, its records and financial statements as necessary relating to the LPA's obligations
under this Agreement. All such books, documents, and records shall be kept for a period of at least
three years after FHWA approves the LPA's final Federal voucher for reimbursement of project
expenses. In the event that an audit -related dispute should arise during this retention period, any
such books, documents, and records that are related to the disputed matter shall be preserved for
the term of that dispute. The LPA shall require that all contracts and other agreements it enters into
for the performance of the PROJECT contain the following specific language:
As the LPA, ODOT or the United States government may legitimately request from
time to time, the contractor agrees to make available for inspection and/or
reproduction by the LPA, ODOT or United States government, all records, books,
and documents of every kind and description that relate to this contract.
Nothing contained in this Agreement shall in any way modify the LPA's legal duties and obligations
to maintain and/or retain its records under Ohio public records laws.
15.5 Ohio Ethics Laws: LPA agrees that they are currently in compliance and will continue to adhere
to the requirements of Ohio Ethics law as provided by Section 102.03 and 102.04 of the ORC.
15.6 State Property Drug -Free Workplace Compliance: In accordance with applicable State and Federal
laws, rules, and policy, the LPA shall make a good faith effort to ensure that its employees and its
contractors will not purchase, transfer, use, or possess alcohol or a controlled substance while
working on State property.
15.7 Trade: Pursuant to the federal Export Administration Act and Ohio Revised Code 9.76(B), the LPA
and any contractor or sub -contractor shall warrant that they are not boycotting anyjurisdiction with
whom the United States and the State of Ohio can enjoy open trade, including Israel, and will not
do so during the term of this Agreement.
The State of Ohio does not acquire supplies or services that cannot be imported lawfully into the
United States. The LPA certifies that it, its Contractors, subcontractors, and any agent of the
Contractor or its subcontractors, acquire any supplies or services in accordance with all trade
control laws, regulations or orders of the United States, including the prohibited source
regulations set forth in subpart 25.7, Prohibited Sources, of the Federal Acquisition Regulation and
any sanctions administered or enforced by the U.S. Department of Treasury's Office of Foreign
Assets Control. A list of those sanctions by country can be found at
https://www.treasury.gov/resource- center/sanctions/Programs/Pages/Programs. aspx. These
sanctions generally preclude acquiring any supplies or services that originate from sources within,
or that were located in or transported from or through Cuba, Iran, Libya, North Korea, Syria, or the
Crimea region of Ukraine.
15.8 Lobbying: Byrd Anti -Lobbying Amendment, 31 U.S.C. 1352, as amended by the Lobbying
Disclosure Act of 1995, PL 104-65 (2 U.S.C. §1601, et sec.). LPA agrees that it will not use any
funds for Lobbying, 49 CFR part 20, "New Restrictions on Lobbying." Each tier certifies to the tier
above that it will not and has not used Federal appropriated funds to pay any person or organization
for influencing or attempting to influence an officer or employee of any agency, a member of
Congress, officer or employee of Congress, or an employee of a member of Congress in connection
with obtaining any Federal contract, grant or any other award covered by 31 U.S. C. 1352. Each
Page 11 of 14
Revision Date October 17. 2018
tier shall comply with Federal statutory provisions or the extent applicable prohibiting the use of
Federal assistance funds for activities designed to influence congress to a State legislature on
legislation or appropriations, except through proper official channels. Each tier shall also disclose
the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying
contacts on its behalf with non -Federal funds with respect to that Federal contract, grant or award
covered by 31 U.S.C. 1352. Such disclosures are forwarded from tier to tier up to the recipient.
15.9 Debarment. LPA represents and warrants that it is not debarred from consideration for contract
awards by the Director of the Department of Administrative Services, pursuant to either R.C. 153.02
or R.C. 125.25 or by the Federal Government pursuant to 2 CFR Part 1200 and 2 CFR Part 180.
15.10 Governing Law: This Agreement and any claims arising out of this Agreement shall be governed
by the laws of the State of Ohio. Any provision of this Agreement prohibited by the laws of Ohio
shall be deemed void and of no effect. Any litigation arising out of or relating in any way to this
Agreement or the performance thereunder shall be brought only in the courts of Ohio, and the LPA
hereby irrevocably consents to such jurisdiction. To the extent that ODOT is a party to any litigation
arising out of or relating in any way to this Agreement or the performance thereunder, such an
action shall be brought only in a court of competent jurisdiction in Franklin County, Ohio.
15.11 Assignment: Neither this Agreement nor any rights, duties, or obligations described herein shall
be assigned by either party hereto without the prior express written consent of the other party.
15.12 Merger and Modification: This Agreement and its attachments constitute the entire Agreement
between the parties. All prior discussions and understandings between the parties are superseded
by this Agreement. Unless otherwise noted herein, this Agreement shall not be altered, modified,
or amended except by a written agreement signed by both parties hereto.
15.13 Severability: If any provision of this Agreement is held to be invalid or unenforceable by a court of
competent jurisdiction, such holding shall not affect the validity or the ability to enforce the
remainder of this Agreement. All provisions of this Agreement shall be deemed severable.
15.14 Signatures: Any person executing this Agreement in a representative capacity hereby represents
that he/she has been duly authorized by his/her principal to execute this Agreement on such
principal's behalf.
15.15 Facsimile Signatures: Any party hereto may deliver a copy of its counterpart signature page to this
Agreement via fax or e-mail. Each party hereto shall be entitled to rely upon a facsimile signature
on any other party delivered in such a manner as if such signature were an original.
The parties hereto have caused this Agreement to be duly executed as of the day and year last written
below.
LPA: Cit of Dublin
STATE OF OHIO
OHIO DEPARTMENT OF TRANSPORTATION
B:
B:
Title:
Jerry Wray
Director
Date:
Date:
Page 12 of 14
Revision Date October 17. 2018
Attachment 1
PROJECT BUDGET - SOURCES AND USES OF FUNDS
SOURCES
USES
LPA FUNDS
FHWA FUNDS
STATE FUNDS
TOTAL
Amount
%
SAC
Amount
%
SAC
Amount
%
SAC
PRELIMINARY DEVELOPMENT
$300,000
79
LNTP
$80,000*
21
4PP7
$380,000
FINAL DESIGN, CONSTRUCTION
PLANS & SPECIFICATIONS
ACQUISITION OF RIGHT OF WAY &
UTILITY RELOCATION
PROJECT CONSTRUCTION COSTS
INSPECTION
TOTALS
$300,000
79
$80,000
21
$380,000
* Capped State Fund Amount
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COUNTY -ROUTE -SECTION
PID NUMBER
AGREEMENTN ER
DU NUMBER
DIRECT AAYMENT OF CONTRACTOR
At the direction oke LPA and upon approval of ODOT, payments forwork perform under the terms of
the Agreement by e LPA's contractor shall be paid directly tc the contractor i the pro -rata share of
Federal/State particip on. The invoice package shall be prepared by the LPA a reviously defined in this
Agreement, and shall in ate that the payment is to be made to the contractor. addition, the invoice must
state the contractor's na mailing address and OAKS Vendor ID. Separa invoices shall be submitted
for payments that are to be ade to the contractor and those that are to b ade to the LPA.
When ODOT uses Federal fun to make payment to the contractor, such payments are considered to
be expenditures of Federal funds eived and also expended t the PA (sub recipient). Accordingly, the
LPA is responsible for tracking the eipts and payments and rep ing the payments Federal (Receipts)
Expenditures on the Schedule of Ex pe itures of Federal Award EFA). An LPA that fails to report these
funds accurately and timely may be uired to restate th EFA to comply with Federal reporting
requirements.
We (INSERT NAME OF LPA) quest th all payments for the Federal/State share of the
construction costs of this Agreement performed CONTRACTOR'S NAME be
paid directly to CONTRACTOR' ME
VENDOR Name:
Error! Reference rce no ound.
Oaks Vendor ID
0000000000
Mailing Address:
Error! RefereyCe source not fou
Error! Refe,Once source not found.
LPA signature:
LPA Name:
Error! Reference source not found.
Oaks Vendor ID
0000000000
Mailing Address
Error! Reference source not found.
Error! Reference source not found.
ODOT
A rov si nature:
/Revision Date October 17, 2018