Approved Agreements and Contracts MDOT Agreement for Terrace St. 06-14-22

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                      Agenda Item Review Form
                                                  us                     _GO
                           Muskegon City Commission

Commission Meeting Date: June 14, 2022                Title: MOOT Agreement for Terrace Street


Submitted By: Leo Evans                               Department: Public Works


Brief Summary: Staff is requesting approval of the contract with MOOT for the reconstruction of
Terrace Street from Apple Avenue to Shoreline Drive, and approval of the resolution authorizing
the Mayor and Clerk to sign the contract.

Detailed Summary: This is the standard contract governing projects that are constructed using
federal funds through MOOT. The estimated cost for the project construction is $1,509,000 with
$764,904 of that being federal surface transportation funding, $88,593 being federal highway
infrastructure program COVID funds, and the remainder being funded through the City's Major
Street Budget in the FY23 Budget year,_
Work is expected to begin in August and take approximately 15 weeks to complete.

Amount Requested: $744,503 (FY23)                    Amount Budgeted: $946,503 (FY23)


Fund(s) or Account(s): 202 (Major Streets)           Fund(s) or Account(s): 202 (Major Streets)


Recommended Motion:
Approve the attached contract and resolution and authorize the mayor and clerk to sign.

Check if the following Departments need to approve the item first:
Police Dept.  D
Fire Dept.   D
IT Dept. □


For City Clerk Use Only:
Commission Action :
                            RESOLUTION 2022-55(E)

RESOLUTION FOR APPROVAL OF A CONTRACT AGREEMENT BElWEEN THE
MICHIGAN DEPARTMENT OF TRANSPORTATION AND THE CITY OF
MUSKEGON FOR HOT MIX ASPHALT ROAD RECONSTRUCTION OF TERRACE
STREET FROM APPLE AVENUE (M-46) TO SHORELINE DRIVE (US-31 BR).

Moved by Vice Mayor German and supported by Commissioner Gorman the
following Resolution be adopted:

WHEREAS, entry by the City of Muskegon into Contract no. 22-5194 between the
Michigan Department of Transportation and the City of Muskegon for the
reconstruction of Terrace Street from Apple Avenue (M-46) to Shoreline Drive
(US-31 BR) within the City is in the best interests of the City of Muskegon.

RESOLVED, that entry by the City into Contract Agreement Number 22-5194 be and
the same is hereby authorized and approved and the Mayor and Clerk are
authorized to execute said contract for and on behalf of the City of Muskegon.



Adopted this 14th day of June, 2022.

                                        BY   <)i_Zi/1)~
                                             Kenneth D. Johnson, Mayor

                                                                      ~
                                                             1

                                   ATTEST " '                             .

                                              "')J~ ~            \-AJ:::--
                                             Ann Meisch, City Clerk




                                 CERTIFICATION

This resolution was adopted at a meeting of the City Commission, held on
June 14th , 2022. The meeting was properly held and noticed pursuant to the
Open Meetings Act of the State of Michigan, Act 267 of the Public Acts of 1976.

                                             ~            MUSKE~ON
                                        By ~Ntvz,,h
                                                 Ann Meisch, City Clerk
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             STP                                                            DA
                                                              Control Section    STUL 61000
                                                              Job Number         205376CON
                                                              Project            22A0518
                                                              CFDANo.            20.205 (Highway Research
                                                                                 Planning & Construction)
                                                              Contract No.       22-5194


                                                              PART I


                    THIS CONTRACT, consisting of PART I and PART II (Standard Agreement
             Provisions), is made by and between the MICHIGAN DEPARTMENT OF
             TRANSPORTATION, hereinafter referred to as the "DEPARTMENT"; and the CITY OF
             MUSKEGON, a Michigan municipal corporation, hereinafter referred to as the "REQUESTING
             PARTY"; for the purpose of fixing the rights and obligations of the parties in agreeing to the
             following improvements, in Muskegon, Michigan, hereinafter referred to as the "PROJECT" and
             estimated in detail on EXHIBIT "I", dated May 2, 2022, attached hereto and made a pati hereof:

                     PART A-FEDERAL PARTICIPATION
                     Hot mix asphalt reconstruction and traffic signal work along Terrace Street from Apple
                     Avenue (M-46) to Shoreline Drive (Business Route US-31), including pavement
                     removal, grading, paving, storm sewer, concrete curb and gutter, sidewalk and curb
                     ramps, permanent signing and pavement markings; and all together with necessary
                     related work.

                     PART B-NO FEDERAL PARTICIPATION
                     Concrete sidewalk, electrical conduit, water main stub and water service along the limits
                     as described in PART A; and all together with necessary related work.


                     WITNESS ETH:

                     WHEREAS, pursuant to Federal law, monies have been provided for the performance of
             certain improvements on public roads; and

                   WHEREAS, the reference "FHWA" in PART I and PART II refers to the United States
             Department of Transportation, Federal Highway Administration; and

                     WHEREAS, the PROJECT, or portions of the PROJECT, at the request of the
             REQUESTING PARTY, are being programmed with the FHWA, for implementation with the
             use of Federal Funds under the following Federal program(s) or funding:

                                    HIGHWAY INFRASTRUCTURE PROGRAM COVID
                                       SURFACE TRANSPORTATION PROGRAM
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                    WHEREAS, the parties hereto have reached an understanding with each other regarding
            the performance of the PROJECT work and desire to set forth this understanding in the form of a
            written contract.

                    NOW, THEREFORE, in consideration of the premises and of the mutual undertakings of
            the patties and in conformity with applicable law, it is agreed:

                    1.      The parties hereto shall undertake and complete the PROJECT in accordance with
            the terms of this contract.

                    2.     The term "PROJECT COST", as herein used, is hereby defined as the cost of the
            physical construction necessary for the completion of the PROJECT, including any other costs
            incurred by the D EP AR TMENT as a result of this contract, except construction engineering and
            inspection.

                   No charges will be made by the DEPARTMENT to the PROJECT for any inspection
            work or construction engineering.

                   The costs incurred by the REQUESTING PARTY for preliminary engineering,
            construction engineering, construction materials testing, inspection, and right-of-way are
            excluded from the PROJECT COST as defined by this contract.

                     The Michigan Department of Environment, Great Lakes, and Energy has informed the
             DEPARTMENT that it adopted new administrative rules (R 325.10101, et. seq.) which prohibit
             any governmental agency from connecting and/or reconnecting lead and/or galvanized service
             lines to existing and/or new water main. Questions regarding these administrative rules should
             be directed to Michigan Department of Environment, Great Lakes, and Energy. The cost
             associated with replacement of any lead and/or galvanized service lines, including but not limited
             to contractor claims, will be the sole responsibility of the REQUESTING PARTY.

                    3.      The DEPARTMENT is authorized by the REQUESTING PARTY to administer
             on behalf of the REQUESTING PARTY all phases of the PROJECT, including advertising and
             awarding the construction contract for the PROJECT or portions of the PROJECT. Such
             administration shall be in accordance with PART II, Section II of this contract.

                   Any items of the PROJECT COST incurred by the DEPARTMENT may be charged to
             the PROJECT.

                  4.  The REQUESTING PARTY, at no cost to the PROJECT or to the
             DEPARTMENT, shall:

                             A.       Design or cause to be designed the plans for the PROJECT.

                              B.      Appoint a project engineer who shall be in responsible charge of the
                                      PROJECT and ensure that the plans and specifications are followed.
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                             C.       Perform or cause to be performed the construction engineering,
                                      construction materials testing, and inspection services necessary for the
                                      completion of the PROJECT.

                    The REQUESTING PARTY will furnish the DEPARTMENT proposed timing
            sequences for trunkline signals that, if any, are being made part of the improvement. No timing
            adjustments shall be made by the REQUESTING PARTY at any trunkline intersection, without
            prior issuances by the DEPARTMENT of Standard Traffic Signal Timing Permits.

                     5.      The PROJECT COST shall be met in accordance with the following:

                             PART A
                             Federal Surface Transportation Funds in combination with Federal Surface
                             Transportation Flex Funds and Federal Highway Infrastructure Program COVID
                             Funds shall be applied to the eligible items of the PART A portion of the
                             PROJECT COST. Federal Highway Infrastructure Program COVID Funds shall
                             be applied to the eligible items of the PART A portion of the PROJECT COST up
                             to the lesser of: (1) $88,593, or (2) an amount such that 100 percent, the
                             established Federal participation ratio for such funds, for the PROJECT is not
                             exceeded.      Federal Surface Transpotiation Funds and Federal Surface
                             Transportation Flex Funds shall then be applied to the eligible items of the PART
                             A po1iion of the PROJECT COST up to the lesser of: (1) $764,904, or (2) an
                             amount such that 81.85 percent, the normal Federal participation ratio for such
                             funds, for the PART A portion of the PROJECT is not exceeded at the time of the
                             award of the construction contract with Federal Surface Transportation Funds
                             limited to $560,276, and used first.. The balance of the PART A portion of the
                             PROJECT COST, after deduction of Federal Funds, shall be charged to and paid
                             by the REQUESTING PARTY in the manner and at the times hereinafter set
                             forth.

                              PARTB
                              The PART B portion of the PROJECT COST is not eligible for Federal
                              participation and shall be charged to and paid 100 percent by the REQUESTING
                              PARTY in the manner and at the times hereinafter set forth.

                    Any items of PROJECT COST not reimbursed by Federal Funds will be the sole
             responsibility of the REQUESTING PARTY.

                     6.       No working capital deposit will be required for this PROJECT.

                     In order to fulfill the obligations assumed by the REQUESTING PARTY under the
             provisions of this contract, the REQUESTING PARTY shall make prompt payments of its share
             of the PROJECT COST upon receipt of progress billings from the DEPARTMENT as herein
             provided. All payments will be made within 30 days of receipt of billings from the
             DEPARTMENT. Billings to the REQUESTING PARTY will be based upon the REQUESTING
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            PARTY'S share of the actual costs incurred less Federal Funds earned as the PROJECT
            progresses.

                    7.      At such time as traffic volumes and safety requirements warrant, the
             REQUESTING PARTY will cause to be enacted and enforced such ordinances as may be
             necessary to prohibit parking in the traveled roadway throughout the limits of the PROJECT.

                     8.      The performance of the entire PROJECT under this contract, whether Federally
             funded or not, will be subject to the provisions and requirements of PART II that are applicable
             to a Federally funded project.

                    In the event of any discrepancies between PART I and PART II of this contract, the
             provisions of PART I shall prevail.

                    Buy America Requirements (23 CFR 635.410) shall apply to the PROJECT and will be
             adhered to, as applicable, by the parties hereto.

                      9.      The REQUESTING PARTY certifies that it is not aware if and has no reason to
             believe that the property on which the work is to be performed under this agreement is a facility,
             as defined by the Michigan Natural Resources and Environmental Protection Act [(NREPA), PA
             451, 1994, as amended 2012]; MCL 324.20101(1)(s). The REQUESTING PARTY also
             certifies that it is not a liable party pursuant to either Part 201 or Part 213 of NREPA, MCL
             324.20126 et seq. and MCL 324.21323a et seq. The REQUESTING PARTY is a local unit of
             government that has acquired or will acquire prope1iy for the use of either a transportation
             corridor or public right-of-way and was not responsible for any activities causing a release or
             threat of release of any hazardous materials at or on the property. The REQUESTING PARTY
             is not a person who is liable for response activity costs, pursuant to MCL 324.20101 (vv) and
             (ww).

                      I 0.  If, subsequent to execution of this contract, previously unknown hazardous
             substances are discovered within the PROJECT limits, which require environmental remediation
             pursuant to either state or federal law, the REQUESTING PARTY, in addition to reporting that
             fact to the Michigan Depa1iment of Environment, Great Lakes, and Energy, shall immediately
             notify the DEPARTMENT, both orally and in writing of such discovery. The DEPARTMENT
             shall consult with the REQUESTING PARTY to determine if it is willing to pay for the cost of
             remediation and, with the FHWA, to determine the eligibility, for reimbursement, of the
             remediation costs. The REQUESTING PARTY shall be charged for and shall pay all costs
             associated with such remediation, including all delay costs of the contractor for the PROJECT, in
             the event that remediation and delay costs are not deemed eligible by the FHWA. If the
             REQUESTING PARTY refuses to participate in the cost of remediation, the DEPARTMENT
             shall terminate the PROJECT. The parties agree that any costs or damages that the
             DEPARTMENT incurs as a result of such termination shall be considered a PROJECT COST.

                     11.    If federal and/or state funds administered by the DEPARTMENT are used to pay
             the cost of remediating any hazardous substances discovered after the execution of this contract

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            and if there is a reasonable likelihood of recovery, the REQUESTING PARTY, in cooperation
            with the Michigan Department of Environment, Great Lakes, and Energy and the
            DEPARTMENT, shall make a diligent effort to recover such costs from all other possible
            entities. If recovery is made, the DEPARTMENT shall be reimbursed from such recovery for
            the proportionate share of the amount paid by the FHWA and/or the DEPARTMENT and the
            DEPARTMENT shall credit such sums to the appropriate funding source.

                  12.     The DEPARTMENT'S sole reason for entering into this contract is to enable the
            REQUESTING PARTY to obtain and use funds provided by the Federal Highway
            Administration pursuant to Title 23 of the United States Code.

                   Any and all approvals of, reviews of, and recommendations regarding contracts,
            agreements, permits, plans, specifications, or documents, of any nature, or any inspections of
            work by the DEPARTMENT or its agents pursuant to the terms of this contract are done to assist
            the REQUESTING PARTY in meeting program guidelines in order to qualify for available
            funds. Such approvals, reviews, inspections and recommendations by the DEPARTMENT or its
            agents shall not relieve the REQUESTING PARTY and the local agencies, as applicable, of their
            ultimate control and shall not be construed as a warranty of their propriety or that the
            DEPARTMENT or its agents is assuming any liability, control or jurisdiction.

                    The providing of recommendations or advice by the DEPARTMENT or its agents does
            not relieve the REQUESTING PARTY and the local agencies, as applicable of their exclusive
            jurisdiction of the highway and responsibility under MCL 691.1402 et seq., as amended.

                  When providing approvals, reviews and recommendations under this contract, the
             DEPARTMENT or its agents is performing a governmental function, as that term is defined in
             MCL 691.1401 et seq., as amended, which is incidental to the completion of the PROJECT.

                     Upon completion of the PROJECT, the REQUESTING PARTY shall accept the facilities
             constructed as built to specifications within the contract documents. It is understood that the
             REQUESTING PARTY shall own the facilities and shall operate and maintain the facilities in
             accordance with all applicable Federal and State laws and regulations, including, but not limited
             to, Title II of the Americans with Disabilities Act (ADA), 42 USC 12131 et seq., and its
             associated regulations and standards, and DEPARTMENT Road and Bridge Standard Plans and
             the Standard Specifications for Construction.

                     13.    The DEPARTMENT, by executing this contract, and rendering services pursuant
             to this contract, has not and does not assume jurisdiction of the highway, described as the
             PROJECT for purposes of MCL 691.1402 et seq., as amended. Exclusive jurisdiction of such
             highway for the purposes of MCL 691.1402 et seq., as amended, rests with the REQUESTING
             PARTY and other local agencies having respective jurisdiction.

                     14.    The REQUESTING PARTY shall approve all of the plans and specifications to
             be used on the PROJECT and shall be deemed to have approved all changes to the plans and
             specifications when put into effect. It is agreed that ultimate responsibility and control over the
             PROJECT rests with the REQUESTING PARTY and local agencies, as applicable.
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                     15.    The REQUESTING PARTY agrees that the costs reported to the DEPARTMENT
            for this contract will represent only those items that are properly chargeable in accordance with
            this contract. The REQUESTING PARTY also certifies that it has read the contract terms and
            has made itself aware of the applicable laws, regulations, and terms of this contract that apply to
            the reporting of costs incurred under the terms of this contract.

                    16.     Each party to this contract will remain responsible for any and all claims arising
            out of its own acts and/or omissions during the performance of the contract, as provided by this
            contract or by law. In addition, this is not intended to increase or decrease either party's liability
            for or immunity from tort claims. This contract is also not intended to nor will it be interpreted
            as giving either party a right of indemnification, either by contract or by law, for claims arising
            out of the performance of this contract.

                    17.    The parties shall promptly provide comprehensive assistance and cooperation in
            defending and resolving any claims brought against the DEPARTMENT by the contractor,
            vendors or suppliers as a result of the DEPARTMENT'S award of the construction contract for
            the PROJECT. Costs incurred by the DEPARTMENT in defending or resolving such claims
            shall be considered PROJECT COSTS.

                   18.     The DEPARTMENT shall require the contractor who is awarded the contract for
            the construction of the PROJECT to provide insurance in the amounts specified and in
            accordance with the DEPARTMENT'S current Standard Specifications for Construction and to:

                             A.       Maintain bodily injury and property damage insurance for the duration of
                                      the PROJECT.

                             B.       Provide owner's protective liability insurance naming as insureds the State
                                      of Michigan, the Michigan State Transportation Commission, the
                                      DEPARTMENT and its officials, agents and employees, the
                                      REQUESTING PARTY and any other county, county road commission,
                                      or municipality in whose jurisdiction the PROJECT is located, and their
                                      employees, for the duration of the PROJECT and to provide, upon request,
                                      copies of certificates of insurance to the insureds. It is understood that the
                                      DEPARTMENT does not assume jurisdiction of the highway described as
                                      the PROJECT as a result of being named as an insured on the owner's
                                      protective liability insurance policy.

                              C.      Comply with the requirements of notice of cancellation and reduction of
                                      insurance set forth in the current standard specifications for construction
                                      and to provide, upon request, copies of notices and reports prepared to
                                      those insured.




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                     19.        This contract shall become binding on the parties hereto and of full force and
             effect upon the signing thereof by the duly authorized officials for the parties hereto and upon the
             adoption of the necessary resolutions approving said contract and authorizing the signatures
             thereto of the respective officials of the REQUESTING PARTY, a certified copy of which
             resolution shall be attached to this contract.

                     IN WITNESS WHEREOF, the parties hereto have caused this contract to be executed as
             written below.

             CITY OF MUSK.EGON                                     MICHIGAN DEPARTMENT
                                                                   OF TRANSPORTATION

                                                                        Bradlo/ C. Wiefti·ich Bradley C. Wieferich
                                                                        Fm·: MOOT Dirtctor Jun 28 2022 2:02 PM
             By_ _ _ _ _ _ _ _ _ _ __                              By_ _ _ _ _ _ _ _ __
              Title:                                                Department Director MDOT



             By  eo;:~.~ck~---~-----
              Title:




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                                                                                               May 2, 2022


                                                              EXHIBIT I

                                               CONTROL SECTION             STUL 61000
                                               JOB NUMBER                  205376CON
                                               PROJECT                     22A0518


                                                        ESTIMATED COST

             CONTRACTED WORK

                                                                      PART A       PARTB       TOTAL
                     Estimated Cost                                  $1,509,000   $ 89,000   $1,598,000




                                                      COST PARTICIPATION

             GRAND TOTAL ESTIMATED COST                              $1,509,000   $ 89,000   $1,598,000
             Less Federal Funds*                                     $ 853 497    $      0   $ 853 497
             BALANCE (REQUESTING PARTY'S SHARE)                      $ 655,503    $ 89,000   $ 744,503


             *Federal Funds for the PROJECT are limited to an amount as described in Section 5.

             NO DEPOSIT




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              DOT                                                                      TYPEB
                                                                          BUREAU OF HIGHWAYS
                                                                                       03-15-93




                                                              PART II

                                           STANDARD AGREEMENT PROVISIONS


                              SECTION I        COMPLIANCE WITH REGULATIONS AND DIRECTIVES

                              SECTION II PROJECT ADMINISTRATION AND SUPERVISION

                              SECTION III ACCOUNTING AND BILLING

                              SECTION IV MAINTENANCE AND OPERATION

                              SECTION V         SPECIAL PROGRAM AND PROJECT CONDITIONS




             03-15-93
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                                                             SECTION I

                                   COMPLIANCE WITH REGULATIONS AND DIRECTIVES

             A.      To qualify for eligible cost, all work shall be documented in accordance with the
                     requirements and procedures of the DEPARTMENT.

             B.      All work on projects for which reimbursement with Federal funds is requested shall be
                     performed in accordance with the requirements and guidelines set forth in the following
                     Directives of the Federal-Aid Policy Guide (FAPG) of the FHWA, as applicable, and as
                     referenced in pertinent sections of Title 23 and Title 49 of the Code of Federal
                     Regulations (CFR), and all supplements and amendments thereto.

                      1.      Engineering

                              a.      FAPG (6012.1): Preliminary Engineering

                              b.      FAPO (23 CFR 172): Admi11istration of Engineering and Design Related
                                      Service Contracts

                              c,      FAPO (23 CFR 635A): Contract Procedures

                              d.      FAPG (49 CFR 18.22): Uniform Administrative Requirements for Grants
                                      and Cooperative Agreements to State and -Local Governments-Allowable
                                      Costs


                     2.       Construction

                             a.       FAPG (23 CFR 140E): Administrative Settlement Costs-Contract Claims

                             b.       FAPG (23 CFR 140B): Constrnction Engineering Costs

                             C,       FAPO (23 CFR 17): Recordkeeping and Retention Requirements for
                                      Federal-Aid Highway Records of State Highway Agencies

                             d.       FAPG (23 CFR 635A): Contract Procedures

                             e.       F APG·(23 CFR 635B): Force Account Constrnction

                             f,       FAPG (23 CFR            645A):   Utility   Relocations,   Adjustments   and
                                      Reimbursement



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                              g.      FAPG (23 CFR 645B): Accommodation of Utilities (PPM 30-4.1)

                              h.      FAPG (23 CFR 655F): Traffic Control Devices on Federal-Aid and other
                                      Streets and Highways

                              i.      FAPG (49 CFR 18.22): Uniform Administrative Requirements for Grants
                                      and Cooperative Agreements to State and Local Governments-Allowable
                                      Costs

                     3,      Modification Or Construction Of Railroad Facilities

                             a,       FAPG (23 CFR 1401): Reimbursement for Railroad Work

                             b.       FAPG (23 CFR 646B): Railroad Highway Projects

             C.      In conf01mance with FAPG (23 CFR 630C) Project Agreements, the political
                     subdivisions party to this contract> on those Federally funded projects which exceed a
                     total cost of $100>000.00 stipulate the following with respect to their specific
                     jurisdictions:

                     1,      That any facility to be utilized in perf01mance under or to benefit from this
                             contract is not listed on the Environmental Protection Agency (EPA) List of
                             Violating Facilities issued pursuant to the ·requirements of the Federal Clean Air
                             Act, as amended, and the Federal Water Pollution Control Act, as amended.

                     2.      That they each agree to comply with all of the requirements of Section 114 of the
                             Federal Clean Air Act and Section 308 of the Federal Water Pollution Control
                             Act, and all regulations and guidelines issued thereunder.

                     3.      That as a condition of Federal aid pursuant to this contract they shall notify the
                             DEPARTMENT of the receipt of any advice indicating that a facility to be
                             utilized in performance under or to benefit from this conh·act is under
                             consideration to be listed on the EPA List of Violating Facilities.

             D.      Ensure that the PROJECT is constructed in accordance with and incorporates all
                     committed environmental impact mitigation measures listed in approved environmental
                     documents unless modified or deleted by approval of the FHWA.

             E.      All the requirements, guidelines, conditions and restrictions noted in all other pertinent
                     Directives and Instructional Memoranda of the FHWA will apply to this contract and will
                     be adhered to, as applicable, by the patiies hereto.




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                                                             SECTION II

                                    PROJECT ADMINISTRATION AND SUPERVISION


             A.       The DEPARTMENT shall provide such administrative guidance as it determines is
                      required by the PROJECT in order to facilitate the obtaining of available federal and/or
                      state funds.

             B.      The DEPARTMENT will advertise and award all contracted portions of the PROJECT
                     work. Prior to advertising of the PROJECT for receipt of bids, the REQUESTING
                     PARTY may delete any po1iion or all of the PROJECT work. After receipt of bids for
                     the PROJECT, the REQUESTING PARTY shall have the right to rejectthe amount bid
                     for the PROJECT prior to the award of the contract for the PROJECT only if such
                     amount exceeds by ten percent (10%) the final engineer's estimate therefor. If such
                     rejection of the bids is not received in writing within two (2) weeks after letting, the
                     DEPARTMENT will assume concunence. The DEPARTMENT may, upon request,
                     readve1iise the PROJECT. Should the REQUESTING PARTY so request in writing
                     within the aforesaid two (2) week period after letting, the PROJECT will be cancelled
                     and the DEPARTMENT will refund the tmused balance of the deposit less all costs
                     incuned by the DEPARTMENT.

             C.      The DEPARTMENT will perfo11n such inspection services on PROJECT work
                     perfo1111ed by the REQUESTING PARTY with its own forces as is required to ensure
                     compliance ,vith the approved plans & specifications.

             D.      On those projects funded with Federal monies, the DEPARTMENT shall as may be
                     required secure from the FHWA approval of plans and specifications, and such cost
                     estimates for FHWA patiicipation in the PROJECT COST.

             E.      All work in connection with the PROJECT shall be performed in confo1mance with the
                     Michigan Department of Transportation Standard Specifications for Construction, and the
                     stipplemental specifications, Special Provisions and plans pe1iaining to the PROJECT
                     and all materials furnished and used in the construction of the PROJECT shall conform to
                     the aforesaid specifications. No extra work shall be perfonned nor changes in plans and
                     specifications made until said work or changes are approved by the project engineer and
                     at1thorized by the DEPARTMENT.




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             F.       Should it be necessary or desirable that portions of the work covered by this contract be
                      accomplished by a consulting firm, a railway company, or governmental agency, firm,
                      person, or corporation, under a subcontract with the REQUESTING PARTY at
                      PROJECT expense, such subcontracted arrangements will be covered by formal written
                      agreement between the REQUESTING PARTY and that patty.

                       This fonnal written agreement shall: include a reference to the specific prime contract to
                      which it pe11ains; include provisions which clearly set forth the maximum reimbursable
                       and the basis of payment; provide for the maintenance of accounting records in
                       accordance with generally accepted accounting principles, which clearly document the
                       actual cost of the services provided; provide that costs eligible for reimbursement shall be
                     . in accordance with clearly defined cost criteria such as 49 CFR Pait 18, 48 CFR Part 31,
                      23 CFR Part 140, 0MB Circular A-87, etc. as applicable; provide for access to the
                      department or its representatives to inspect and audit all data and records related to the
                       agreement for a minimum of three years after the department's final payment to the local
                      unit.

                     All such agreements will be submitted for approval by the DEPARTMENT and, if
                     applicable, by the FHWA prior to execution thereof, except for agreements for amounts
                     less than $100,000 for preliminary engineering and testing services executed under and in
                     accordance with the provisions of the "Small Purchase Procedures" FAPG (23 CFR 172),
                     which do not require prior approval of the DEPARTMENT or the FHWA.

                     Any such approval by the DEPARTMENT shall in no way be construed as a warranty of
                     the subcontractor's qualifications, financial integrity, or ability to perform the work being
                     subcontracted.

             G.      The REQUESTING PARTY, at no cost to the PROJECT or the DEPARTMENT, shall
                     make such arrangements with railway companies, utilities, etc., as may be necessary for
                     the perfonnance of work required for the PROJECT but for which Federal or other
                     reimbursement will not be requested.

             H.      The REQUESTING PARTY, at no cost to the PROJECT, or the DEPARTMENT, shall
                     secure, as necessary, all agreements and approvals of the PROJECT with railway
                     companies, the Railroad Safety & Tariffs Division of the DEPARTMENT and other
                     concerned governmental agencies other than the FHWA, and will forward same to the
                     DEPARTMENT for such reviews and approvals as may be required.

             I.      No PROJECT work for which reimbursement will be requested by the REQUESTING
                     PARTY is to be subcontracted or performed until the DEPARTMENT gives written
                     notification that such work may commence.




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             J.       The REQUESTING PARTY shall be responsible for the payment of all costs and
                      expenses incurred in the performance of the work it agrees to undertake and perform.

             K.       The REQUESTING PARTY shall pay directly to the party perfonning the work all
                      billings for the sei·vices perfmmed on the PROJECT which are authorized by or through
                      the REQUESTING PARTY.

             L.       The REQUESTING PARTY shall submit to the DEPARTMENT all paid billings for
                      which reimbursement is desired in accordance with DEPARTMENT procedures.

             M.       All work by a consulting firm will be performed in compliance with the applicable
                      provisions of 1980 PA 299, Subsection 2001, MCL 339.2001; MSA 18.425(2001),.as
                      well as in accordance with the provisions of all previously cited Directives of the FHWA.

             N.       The project engineer shall be subject to such administrative guidance as may be deemed
                      necessary to ensure compliance with program requirement and, in those instances where
                      a consultant firm is retained to provide engineering and inspection services, the personnel
                      performing those services shall be subject to the same conditions.

             0.      The DEPARTMENT, in administering the PROJECT in accordance with applicable
                     Feperal and State requirements and regulations, neither assumes nor becomes liable for
                     any obligations undertaken or arising between the REQUESTING PARTY and any other
                     party with respect to the PROJECT.

             P.      In the event it is determined by the DEPARTMENT that there will be either insufficient
                     Federal funds or insufficient time to properly administer such funds for the entire
                     PROJECT or portions thereof, the DEPARTMENT, prior to advertising or issuing
                     authorization for work perfo1mance, may cancel the PROJECT, or any portion thereof,
                     and upon written notice to the patties this contract shall be void and of no effect with
                     respect to that cancelled portion of the PROJECT. Any PROJECT deposits previously
                     made by the paities on the cancelled portions of the PROJECT will be promptly
                     refunded.

             Q.      Those projects funded with Federal monies will be subject to inspection at all times by
                     the DEPARTMENT and the FHWA.




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                                                              SECTION III

                                                 ACCOUNTING AND BILLING


             A.       Procedures for billing for work undertaken by the REQUESTING PARTY:

                      1.      The REQUESTING PARTY shall establish and maintain accurate records, in
                              accordance with generally accepted accounting principles, of all expenses
                              incurred for which payment is sought or made under this contract, said records to
                              be hereinafter referred to as the "RECORDS". Separate accounts shall be
                              established and maintained for all costs incurred under this contract.

                              The REQUESTING PARTY shall maintain the RECORDS for at least three (3)
                              years from the date of final payment of Federal Aid made by the DEPARTMENT
                              under this contract. In the event of a dispute with regard to the allowable
                              expenses or any other issue under this contract, the REQUESTING PARTY shall
                              thereafter continue to maintain the RECORDS at least until that dispute has been
                              fmally decided and the time for all available challenges· or appeals of that decision
                              has expired.

                              The DEPARTMENT, or its representative, may inspect, copy, or audit the
                              RECORDS at any reasonable time after giving reasonable notice.

                              If any part of the work is subcontracted, the REQUESTING PARTY shall assure
                              compliance with the above for all subcontracted work.

                              In the event that an audit perfo1med by or on behalf of the DEPARTMENT
                              indicates an adjustment to the costs repo1ied under this contract, or questions the
                              allowability of an item of expense, the DEPARTMENT shall promptly submit to
                              the REQUESTING PARTY, a Notice of Audit Results and a copy of the audit
                              report which may supplement or modify any tentative findings verbally
                              communicated to the REQUESTING PARTY at the completion of an audit.

                              Within sixty (60) days after the date of the Notice of Audit Results, the
                              REQUESTING PARTY shall: (a) respond in writing to the responsible Bureau or
                              the DEPARTMENT indicating whether or not it concurs with the audit report, (b)
                              clearly explain the nature and basis for any disagreement as to a disallowed item
                              of expense and, (c) submit to the DEPARTMENT a written explanation as to any
                              questioned or no opinion expressed item of expense, hereinafter refe1Ted to as the
                              "RESPONSE". The RESPONSE shall be clearly stated and provide any
                              supporting documentation necessary to resolve any disagreement or questioned or
                              no opinion expressed item of expense. Where the documentation is voluminous,
                              the REQUESTING PARTY may supply appropriate excerpts and make alternate


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                              anangements to conveniently and reasonably make that documentation available
                              for review by the DEPARTMENT. The RESPONSE shall refer to and apply the
                              language of the contract. The REQUESTING PARTY agrees that failure to
                              submit a RESPONSE within the sixty (60) day period constitutes agreement with
                              any disallowance of an item of expense and authorizes the DEPARTMENT to
                              finally disallow any items of questioned or no opinion expressed cost.

                              The DEPARTMENT shall make its decision with regard to any Notice of Audit
                              Results and RESPONSE within one hundred twenty (120) days after the date of
                              the Notice of Audit Results. If the DEPARTMENT determines that an
                              overpayment has been made to the REQUESTING PARTY, the REQUESTING
                              PARTY shall repay that amount to the DEPARTMENT or reach agreement with
                              the DEPARTMENT on a repayment schedule within thirty (30) days after the
                              date ofan invoice from the DEPARTMENT. If the REQUESTING PARTY fails
                              to repay the overpayment or reach agreement with the DEPARTMENT on a
                              repayment schedule within the thirty (30) day period, the REQUESTING PARTY
                              agrees that the DEPARTMENT shall deduct all or a portion of the overpayment
                              from any. funds then or thereafter payable by the DEPARTMENT to the
                              REQUESTING PARTY under this contract.or any other agreement, or payable to
                              the REQUESTING PARTY under the tenns of 1951 PA 51, as applicable.
                              Interest will be assessed on any paitial payments or repayment schedules based on
                              the unpaid balance at the end of each month until the balance is paid in full. The
                              assessment of interest will begin thirty (30) days from the date of the invoice.
                              The rate of interest will be based on the Michigan Department of Tref!sury
                              common cash funds interest earnings. The rate of interest will be reviewed
                              annually by the DEPARTMENT and adjusted as necessary based on the Michigan
                              Department of Treasmy common cash funds interest earnings.                     The
                              REQUESTING PARTY expressly consents to this withholding or offsetting of
                              funds under those circumstances, reserving the right to file a lawsuit in the Court
                              of Claims to contest the DEPARTMENT'S decision only as to any item of
                              expense the disallowance of which was disputed by the REQUESTING PARTY
                              in a timely filed RESPONSE.

                              The REQUESTING PARTY shall comply with the Single Audit Act of 1984, as
                              amended, including, but not limited to, the Single Audit Amendments of 1996 (31
                              USC 7501-7507).

                              The REQUESTING PARTY shall adhere to the following requirements
                              associated with audits of accounts and records:

                              a. Agencies expending a total of $500,000 or more in federal funds, from one or
                              more funding sources in its fiscal year, shall comply with the requirements of the
                              federal Office of Management and Budget (0MB) Circular A-133, as revised or
                              amended.


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                              The agency shall submit two copies of:

                                      The Reporting Package
                                      The Data Collection Form
                                      The management letter to the agency, if one issued by the audit firm

                              The 0MB Circular A-133 audit must be submitted to the address below in
                              accordance with the· time frame established in the circular, as revised or amended.

                              b. Agencies expending less than $500,000 in federal funds must submit a letter to
                              the Deparhnent advising that a circular audit was not required. The letter shall
                              indicate the applicable fiscal year, the amount of federal funds spent, the name(s)
                              of the Department federal programs, and the CFDA grant number(s). This
                              info1mation must also be submitted to the address below.

                              c. Address:      Michigan Department of Education
                                               Accounting Service Center
                                               Hannah Building
                                               608 Allegan Street
                                               Lansing, MI 48909

                              d. Agencies must also comply with applicable State laws and regulations relative
                              to audit requirements.

                              e. Agencies shall not charge audit costs to Department's federal programs which
                              are not in accordance with the 0MB Circular A-133 requirements.

                              f. All agencies are subject to the federally required monitoring activities, which
                              may include limited scope reviews and other on-site monitoring.

                     2.       Agreed Unit Prices Work - All billings for work undertaken by the
                              REQUESTING PARTY on an agreed unit price basis will be submitted in
                              accordance with the Michigan Depaiiment of Transportation Standard
                              Specifications for Construction and pertinent FAPG Directives and Guidelines of
                              the FHWA.

                     3.       Force Account Work and Subcontracted Work - All billings submitted to the
                              DEPARTMENT for Federal reimbursement for items of work performed on a
                              force account basis or by any subcontract with a consulting finn, railway
                              company> governmental agency or other patty, under the terms of this contract,
                              shall be prepared in accordanqe with the provisions of the pe11inent FHPM
                              Directives and the procedures of the DEPARTMENT. Progress billings may be
                              submitted monthly during the time work is being performed provided, however,
                              that no bill of a lesser amount than $1,000.00 shall be submitted unless it is a final


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                              or end of fiscal year billing. All billings shall be labeled either "Progress Bill
                              Number _ _ _ ", or "Final Billing".

                     4.       Final billing under this contract shall be submitted in a timely manner but not later
                              than six months after completion of the work. Billings for work submitted later
                              than six months after completion of the work will not be paid.

                      5.      Upon receipt of billings for reimbursement for work undertaken by the
                              REQUESTING PARTY on projects funded with Federal monies, the
                              DEPARTMENT will act as billing agent for the REQUESTING PARTY,
                              consolidating said billings with those for its own force account work and
                              presenting these consolidated billings to the FHWA for payment. Upon receipt of
                              reimbursement from the FHWA, the DEPARTMENT will promptly forward to
                              the REQUESTING PARTY its share of said reimbursement.

                     6.       Upon receipt of billings for reimbursement for work undertaken by the
                              REQUESTING PARTY on projects funded with non-Federal monies, the
                              DEPARTMENT will promptly forward to the REQUESTING PARTY
                              reimbursement of eligible costs.

             B.      Payment of Contracted and DEPARTMENT Costs:

                      1.     As work on the PROJECT commences, the initial payments for contracted work
                             and/or costs incurred by the DEPARTMENT will be made from the working
                             capital deposit. Receipt of progress payments of Federal funds, and where
                             applicable, State Critical Bridge funds, will be used to replenish the working
                             capital deposit. The REQUESTING PARTY shall make prompt payments of its
                             share of the contracted and/or DEPARTMENT incun·ed portion of the PROJECT
                             COST upon receipt of progress billings from the DEPARTMENT. Progress
                             billings will be based upon the REQUESTING PARTY 1S share of the actual costs
                             incurred as work on the PROJECT progresses and will be submitted, as required,
                             until it is determined by the DEPARTMENT that there is sufficient available
                             working capital to meet the remaining anticipated PROJECT COSTS. All
                             progress payments will be made within thhty (30) days of receipt of billings. No
                             monthly billing of a lesser amount than $1,000.00 will be made unless it is a final
                             or end of fiscal year billing. Should the DEPARTMENT detennine that the
                             available working capital exceeds the remaining anticipated PROJECT COSTS,
                             the DEPARTMENT may reimburse the REQUESTING PARTY such excess.
                             Upon completion of the PROJECT, payment of all PROJECT COSTS, receipt of
                             all applicable monies from the FHWA, and completion of necessary audits, the
                             REQUESTING PARTY will be reimbursed the balance of its deposit.




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                      2.      In the event that the bid, plus contingencies, for the contracted, and/or the
                              DEPARTMENT incurred portion of the PROJECT work exceeds the estimated
                              cost therefor as established by this contract, the REQUESTING PARTY may be
                              advised and billed for the additional amount of its share.

              C.      General Conditions:

                      I.      The DEPARTMENT, in accordance with its procedures in existence and covering
                              the time pedod involved, shall make payment for interest earned on the balance of
                              working capital deposits for all projects on account with the DEPARTMENT.
                              The REQUESTING PARTY in accordance with DEPARTMENT procedures in
                              existence and covering the time period involved, shall make payment for interest
                              owed on any deficit balance of working capital deposits for all projects on
                              account with the DEPARTMENT. This payment or billing is processed on an
                              annual basis corresponding to the State of Michigan fiscal year. Upon receipt of
                              billing for interest inctmed, the REQUESTING PARTY promises and shall
                              promptly pay the DEPARTMENT said amount.

                      2,      Pursuant to the authority granted by law, the REQUESTING PARTY hereby
                              irrevocably pledges a sufficient amount of funds received by it from the Michigan
                              Transpo1iation Fund to meet its obligations as specified in PART I and PART IL
                              If the REQUESTING PARTY shall fail to make any of its required payments
                              when due, as specified herein, the DEPARTMENT shall immediately notify the
                              REQUESTING PARTY and the State Treasurer of the State of Michigan or such
                              other state officer or agency having charge and control over disbursement of the
                              Michigan Transportation Fund, pursuant to law, of the fact of such default and the
                              amount thereof, and, if such default is not cured by payment within ten ( 10) days,
                              said State Treasurer or other state officer or agency is then authorized and
                              directed to withhold from the first of such monies thereafter allocated by law to
                              the REQUESTING PARTY from the Michigan Transpo1tation Fund sufficient
                              monies to remove the default, and to credit the REQUESTING PARTY with
                              payment thereof, and to notify the REQUESTING PARTY in writing of such fact.

                      3.      Upon completion of all work under this contract and final audit by the
                              DEPARTMENT or the FHWA, the REQUESTING PARTY promises to
                              promptly repay the DEPARTMENT for any disallowed 'items of costs previously
                              disbursed by the DEPARTMENT. The REQUESTING PARTY pledges its
                              future receipts from the Michigan Transportation Fund for repayment of all
                              disallowed items and, upon failure to make repayment for any disallowed items
                              within ninety (90) days of demand made by the DEPARTMENT, the
                              DEPARTMENT is hereby authorized to withhold an equal amount from the
                              REQUESTING PARTY'S share of any fhture distribution of Michigan
                              Transportation Funds in settlement of said claim.



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                     4.       The DEPARTMENT shall maintain and keep accurate records and accounts
                              relative to the cost of the PROJECT and upon completion of the PROJECT,
                              payment of all items of PROJECT COST, receipt of all Federal Aid, if any, and
                              completion of final audit by the DEPARTMENT and if applicable, by the FHWA,
                              shall make final accounting to the REQUESTING PARTY. The final PROJECT
                              accounting will not include interest earned or charged on working capital
                              deposited for the PROJECT which will be accounted for separately at the close of
                              the State of Michigan fiscal year and as set forth in Section C(l).

                      5.      The costs of engineering and other services perfonned on those projects involving
                              specific program funds and one hundred percent (100%) local funds will be
                              apportioned to the respective portions of that project in the same ratio as the
                              actual direct construction costs unless otherwise specified in PART I.




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                                                             SECTION IV

                                              MAINTENANCE AND OPERATION


             A.      Upon completion of constrnction of each part of the PROJECT, at no cost to the
                     DEPARTMENT or the PROJECT, each of the parties hereto, within their respective
                     jurisdictions, will make the following provisions for the maintenance and operation of the
                     completed PROJECT:

                      1.      All Projects:

                              Properly maintain and operate each pa1t of the project, making ample provisions
                              each year for the performance of such maintenance work as may be required,
                              except as qualified in paragraph 2b of this section.

                     2.       Projects Financed in Part with Federal Monies:

                              a.      Sign and mark each pait of the PROJECT, in accordance with the current
                                      Michigan Manual of Unifonn Traffic control Devices, and will not install,
                                      or permit to be installed, any signs, signals or markings not in
                                      conformance with the standards approved by the FHWA, pursuant to 23
                                      USC 109(d).

                              b.      Remove, prior to completion of the PROJECT, all encroachments from the
                                      roadway right-of-way within the limits of each part of the PROJECT.

                                      With respect to new or existing utility installations within the right-of-way
                                      of Federal Aid projects and pursuant to FAPG (23 CFR 645B):
                                      Occupancy of non-limited access right-of-way may be allowed based on
                                      consideration for traffic safety and necessary preservation of roadside
                                      space and aesthetic quality. Longitudinal occupancy of non-limited access
                                      right-of-way by plivate lines will require a finding of significant economic
                                      hardship, the unavailability of practicable alternatives or other extenuating
                                      circumstances.

                             c.       Cause to be enacted, maintained and enforced, ordinances and regulations
                                      for proper traffic operations in accordance with the plans of the
                                      PROJECT.

                             d.       Make no changes to ordinances or regulations enacted, or traffic controls
                                      installed in co1~unction with the PROJECT work without prior review by
                                      the DEPARTMENT and approval of the FHWA, if required.



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             B.       On projects for the removal of roadside obstacles, the parties, upon completion of
                      construction of each pait of the PROJECT, at no cost to the PROJECT or the
                      DEPARTMENT, will, within their respective jurisdictions, take such action as is
                      necessary to assure that the roadway right-of-way, cleared as the PROJECT, will be
                      maintained free of such obstacles.

             C.       On projects for the constrnction of bikeways, the parties will enact no ordinances or
                      regulations prohibiting the use of bicycles on the facility hereinbefore described as the
                      PROJECT, and will amend any existing restrictive ordinances in this regard so as to
                      allow use of this facility by bicycles. No motorized vehicles shall be pennitted on such
                      bikeways or walkways constructed as the PROJECT except those for maintenance
                      purposes.

             D.      Failure of the parties hereto to fulfill their respective responsibilities as outlined herein
                     may disqualify that party from fhture Federal-aid participation in projects on roads or
                     streets for ,vhich it has maintenance responsibility. Federal Aid may be withheld until
                     such time as deficiencies in regulations have been corrected, and the improvements
                     constructed as the PROJECT are brought to a satisfactory condition of maintenance.




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                                                              SECTIONV

                                    SPECIAL PROGRAM AND PROJECT CONDITIONS

             A.        Those projects for which the REQUESTING PARTY has been reimbursed with Federal
                     . monies for the acquisition of right-of-way must be under construction by the close of the
                       twentieth (20th) fiscal year following the fiscal year in which the FHWA and the
                       DEPARTMENT projects agreement covering that work is executed, or the
                       REQUESTING PARTY may be required to repay to the DEPARTMENT, for fo1warding
                      to the FHWA, all monies disttibuted as the FHWA'S contribution to that right-of-way,

             B.      Those projects for which the REQUESTING PARTY has been reimbursed with Federal
                     monies for the performance of preliminary engineering must be under constrnction by the
                     close of the tenth (10th) fiscal year following the fiscal year in which the FHWA and the
                     DEPARTMENT projects agreement covering that work is executed, or the
                     REQUESTING PARTY may be required to repay to the DEPARTMENT, for forwarding
                     to the FHWA, all monies distributed as the FHWA'S contribution to that preliminary
                     engineering.

             C.      On those projects funded with Federal monies, the REQUESTING PARTY, at no cost to
                     the PROJECT or the DEPARTMENT, will provide such accident infonnation as is
                     av~ilable and such other infonnation as may be required under the program in order to
                     make the proper assessment of the safety benefits derived from the work performed as the
                     PROJECT. The REQUESTING PARTY will cooperate with the DEPARTMENT in the
                     development ofreports and such analysis as may be required and will, when requested by
                     the DEPARTMENT, forward to the DEPARTMENT, in such form as is necessary> the
                     required information.

             D.      In connection with the perfonnance of PROJECT work under this contract the pai1ies
                     hereto (hereinafter in Appendix "A" referred to as the "contractor") agree to comply with
                     the State of Michigan provisions for "Prohibition of Discrimination in State Contracts",
                     as set forth in Appendix A> attached hereto and made a part hereof. The parties further
                     covenant that they will comply with the Civil Rights Acts of 1964, being P.L. 88-352, 78
                     Stat. 241, as amended, being Title 42 U.S.C. Sections 1971, 1975a-1975d, and 2000a-
                     2000h-6 and the Regulations of the United States Department of Transportation (49
                     C.F.R. Part 21) issued pursuant to said Act, including Appendix "B", attached hereto and
                     made a part hereof, and will require similar covenants on the part of any contractor or
                     subcontractor employed in the perfonnance of this contract.

             E.      The pai1ies will carry out the applicable requirements of the DEPARTMENT'S
                     Disadvantaged Business Enterprise (DBE) program and 49 CFR> Part 26> including, but
                     not limited to, those requirements set forth in Appendix C,




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                                              APPENDIX A
                           PROHIBITION OF DISCRIMINATION IN STATE CONTRACTS

             In connection with the performance of work under this contract; the contractor agrees as follows:

             1.      In accordance with Public Act 453 of 1976 (Elliott~Larsen Civil Rights Act), the
                     conh·actor shall not discriminate against an employee or applicant for employment with
                     respect to hire, tenure, treatment, terms, conditions, or privileges of employment or a
                     matter directly or indirectly related to employment because of race, color, religion,
                     national origin, age, sex, height, weight, or marital statt1s. A breach of this covenant will
                     be regarded as a matelial breach of this contract. Further, in accordance with Public Act
                     220 of 1976 (Persons with Disabilities Civil Rights Act), as amended by Public Act 478
                     of 1980, the contractor shall not discriminate against any employee or applicant for
                     employment with respect to hire, tenure, terms, conditions, or privileges of employment
                     or a matter directly or indirectly related to employment because of a disability that is
                     umelated to the individual's ability to perform the duties of a particular job or position. A
                     breach of the above covenants will be regarded as a material breach of this contract.

             2.      The contractor hereby agrees that any and all subconh·acts to this contract, whereby a
                     po1tion of the work set forth in this contract is to be performed, shall contain a covenant
                     the same as hereinabove set fotih in Section 1 of this Appe1idix.

             3.      The contractor will take affirmative action to ensure that _applicants for employment and
                     employees are treated without regard to their race, color, religion, national origin, age,
                     sex, height, weight, marital status, or any disability that is umelated to the individual's
                     ability to perform the duties of a particular job or position. Such action shall include, but
                     not be limited to, the following: employment; treatment; upgrading; demotion or transfer;
                     recruitment; advertising; layoff or termination; rates of pay or other forms of
                     compensation; and selection for training, including apprenticeship.

             4,      The conh·actor shall, in all solicitations or advertisements for employees placed by or on
                     behalf of the contractor, state that all qualified applicants will receive ~onsideration for
                     employment without regard to race, color, religion, national origin, age, sex, height,
                     weight, marital status, or disability that is umelated to the individual's ability to perform
                     the duties of a patiicular job or position.

             5.      The contractor or its collective bargaining representative shall send to each labor union or
                     representative of workers with which the contractor has a collective bargaining
                     agreement or other contract or understanding a notice advising such labor union or
                     workers' representative of the contractor's commitments under this Appendix,

             6.      The contractor shall comply with all relevant published rnles, regulations, directives, and
                     orders of the Michigan Civil Rights Commission that may be in effect prior to the taking
                     of bids for any individual state project.
DocuSign Envelope ID: 2135EDBB-6320-4044-9D6B-0AA4D0329C1C




             7.      The contractor shall furnish and file compliance rep01ts within such time and upon such
                     forms as provided by the Michigan Civil Rights Commission; said forms may also elicit
                     information as to the practices, policies, program, and employment statistics of each
                     st1bcontractor, as well as the contractor itself, and said contractor shall permit access to
                     the contractor's books, records, and accounts by the Michigan Civil Rights Commission
                     and/or its agent for the purposes of investigation to ascertain compliance under this
                     contract and relevant rules, regulations, and orders of the Michigan Civil Rights
                     Commission.

             8.      In the event that the Michigan Civil Rights Commission finds, after a hearing held
                     pursuant to its rules, that a contractor has not complied with the contractual obligations
                     under this contract, the Michigan Civil Rights Commission may, as a part of its order
                     based upon such findings, certify said findings to the State Administrative Board of the
                     State of Michigan, which State Administrative Board may order the cancellation of the
                     contract found to have been violated and/or declare the contractor ineligible for future
                     contracts with the state and its political and civil subdivisions, departments, and officers,
                     including the governing boards of institutions of higher education, until the contractor
                     complies with said order of the Michigan Civil Rights Commission. Notice of said
                     declaration of future ineligibility may be given to any or all of the persons with whom the
                     contractor is declared ineligible to contract as a contracting party in future contracts. In
                     any case before the Michigan Civil Rights Commission in which cancellation of an
                     existing contract is· a possibility, the contracting agency shall be notified of such possible
                     remedy and shall be given the option by the Michigan Civil Rights Commission to
                     participate in such proceedings.

             9,      The contractor shall include or incorporate by reference, the provisions of the.foregoing
                     paragraphs (1) through (8) in every subcontract or purchase order unless exempted by
                     rnles, regulations, or orders of the Michigan Civil Rights Commission; all subcontracts
                     and purchase orders will also state that said provisions will be binding upon each
                     subcontractor or supplier.


                                                                                              Revised June 2011
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                                                         APPENDIXB
                                                     TITLE VI ASSURANCE

              During the performance of this contract, the contractor, for itself, its assignees, and its successors
              in interest (hereinafter refened to as the "contractor"), agrees as follows:

              1.      Compliance with Regulations: For all federally assisted programs, the contractor shall
                      comply with the nondiscrimination regulations set fo1th in 49 CFR Part 21, as may be
                      amended from time to time (hereinafter referred to as the Regulations). Such Regulations
                      are incorporated herein by reference and made a part of this contract.

              2.      Nondiscrimination: The contractor, with regard to the work performed under the
                      contract, shall not discriminate on the grounds of race, color, sex, or national origin in the
                      selection, retention, and treatment of subcontractors, including procurements of materials
                      and leases of equipment. The contractor shall not participate either directly or indirectly
                      in the discrimination prohibited by Section 21.5 of the Regulations, including
                      employment practices, when the contractor covers a program set forth in Appendix B of
                      the Regulations.

              3.      Solicitation for Subcontracts, Including Procurements of Matel'ials and Equipment:
                      All solicitations made by the contractor, either by competitive bidding or by negotiation
                      for subcontract work, including procurement of materials or leases of equipment, must
                      include a notification to each potential subcontractor or supplier of the contractor's
                      obligations under the contract and the Regulations relative to nondiscrimination on the
                      grounds of race, color, or national origin.

              4.      Information and Reports: The conh·actor shall provide all information and reports
                      required by the Regulations or directives issued pursuant thereto and shall permit access
                      to its books, records, accounts, other sources of information, and facilities as may be
                      determined to be pertinent by the Department or the United States Department of
                      Transportation (USDOT) in order to asce1iain compliance with such Regulations or
                      directives. If required information concerning the contractor is in the exclusive
                      possession of another who fails or refuses to furnish the required information, the
                      contractor shall certify to the Depmiment or the USDOT, as appropriate, and shall set
                      forth the efforts that it made to obtain the information.

              5.      Sanctions for Noncompliance: In the event of the contractor's noncompliance with the
                      nondiscrimination provisions of this contract, the Depa1tment shall impose such contract
                      sanctions as it or the USDOT may determine to be appropdate, including, but not limited
                      to, the following:

                      a.      Withholding payments to the contractor until the contractor complies; and/or

                      b.      Canceling, terminating, or suspending the contract, in whole or in part.
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             6.      Incorporntion of Provisions: The contractor shall include the provisions of Sections (1)
                     through (6) in every subcontract, including procurement of material and leases of
                     equipment, unless exempt by the Regulations or directives issued pursuant thereto. The
                     contractor shall take such action with respect to any subcontract or procurement as the
                     Department or the USDOT may direct as a means of enforcing such provisions, including
                     sanctions for non-compliance, provided, however, that in the event a contractor becomes
                     involved in or is threatened with litigation from a subcontractor or supplier as a result of
                     such direction, the contractor may request the Depaiiment to enter into such litigation to
                     protect the interests of the state. In addition, the contractor may request the United States
                     to enter into such litigation to protect the interests of the United States.



                                                                                              Revised June 2011
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                                                             APPENDIXC

                                 TO BE INCLUDED IN ALL FINANCIAL ASSISTANCE
                                     AGREEMENTS WITH LOCAL AGENCIES

                                   Assurance that Recipients and Contractors Must Make
                                    (Excerpts from US DOT Regulation 49 CFR 26,13)


              A.      Each financial assistance agreement signed with a DOT operating administration
                      (or a primary recipient) must include the following assurance:

                              The recipient shall not discriminate on the basis of race, color,
                              national origin, or sex in the award and performance of any US
                              DOT-assisted contract or in the administration of its DBE
                              program 01· the requirements of 49 CFR Part 26. The recipient
                              shall take all necessary and reasonable steps under 49 CFR
                              Part 26 to ensure nondiscrimination in the award and
                              administration of US DOT-assisted contracts. The recipient's
                              DBE program, as required by 49 CFR Part 26 and as
                              approved by US DOT, is incorporated by reference in this
                              agreement.      Implementation of this prog1·am is a legal
                              obligation ancl failure to carry out its terms shall be treated as
                              a violation of this agreement. Upon notification to the
                              recipient of its failm·e to carry out its approved program, the
                              department may impose sanctions as provided for under Part
                              26 and may, in app1·opriate cases, refer the matter for
                              enforcement under 18 U.S.C. 1001 and/or the Program Fraud
                              Civil Remedies Act of 1986 (31 U.S.C. 3801 et seq.).

             B.       Each contract MDOT signs with a contractor (and each subcontract the prime
                      contractor signs with a subcontractor) must include the following assurance:

                              The contractor, sub recipient or subcontractor shall not
                              discriminate on the basis of race, color, national origin, or sex
                              in the performance of this contract. The contractor shall cany
                              out applicable requirements of 49 CFR Part 26 in the award
                              and administration of US DOT"assistecl contracts. Failure by
                              the contractor to carry out these requirements is a matedal
                              breach of this contract, which may result in the termination of
                              this contract or such other 1·emedy as the recipient deems
                              appropriate.

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