8-10 PennDOT Multimodal Transportation Fund Agreement C920003442.pdf

AGREEMENT NO.: C920003442

FEDERAL I.D. NO.: 236000605

SAP VENDOR NO.: 138857

MPMS NO.: 81892

MULTIMODAL TRANSPORTATION FUND GRANT REIMBURSEMENT

AGREEMENT

FOR HIGHWAY AND BRIDGE PROJECTS

This Multimodal Transportation Fund Grant Reimbursement Agreement for

Highway and Bridge Projects is made between the Commonwealth of Pennsylvania, acting through the Department of Transportation (“PennDOT”), and

Whitpain Township (“Sponsor”), a MUNICIPALITY.

The Sponsor submitted an application to PennDOT for a grant from the

Multimodal Transportation Fund (“MTF”) for a highway or bridge project. PennDOT determined that the Sponsor is an eligible applicant requesting a grant for an eligible project. Following review of the Sponsor’s application on a competitive basis, PennDOT confirmed the selection of the Sponsor’s project for an MTF grant. The Sponsor has signified its willingness to accept the grant awarded by executing this agreement and proceeding with the project in accordance with the terms, conditions and provisions contained in this agreement.

The parties, intending to be legally bound, agree as follows:

1. General Provisions.

(a) Definitions.

i. ECMS means PennDOT’s Engineering and Construction Management

System

ii. Effective Date means the date this agreement is fully executed by the

Sponsor and PennDOT and all approvals required by Commonwealth contracting procedures have been obtained, as indicated by the date of the last Commonwealth signature.

iii. FHWA means the Federal Highway Administration of the United States

Department of Transportation.

iv. HOP Regulations means the regulation found at 67 Pa. Code, Chapter

441 entitled “Access to and Occupancy of Highways by Driveways and

Local Roads.”

v. MTF means the Multimodal Transportation Fund.

vi. PennDOT means the Commonwealth of Pennsylvania, Department of

Transportation.

vii. Project means the work performed under this agreement as described in Section 1.b below.

viii. Publication 9 means PennDOT Publication No. 9, also called Policies and Procedures for the Administration of the County Liquid Fuels Tax

Act of 1931 and Act 44 of 2007 and The Liquid Fuels Tax Act 655 Dated

1956 as Amended.

ix. Publication 16 means PennDOT Publication No. 16, also called Design

Manual Part 5, Utility Relocation.

x. Publication 93 means PennDOT Publication 93, also called Policy and

Procedures for the Administration of Consultant Agreements.

xi. Publication 282 means PennDOT Publication No. 282, also called

Highway Occupancy Permit Operations Manual.

xii. Publication 740 means PennDOT Publication No. 740, also called Local

Project Delivery Manual.

xiii. PUC means the Pennsylvania Public Utility Commission.

xiv. Sponsor means Whitpain Township

xv. Utility Regulations means the regulation found at 67 Pa. Code, Chapter

459 entitled “Occupancy of Highways by Utilities.”

(b) Project Location. The Sponsor shall participate in the preliminary engineering, including environmental studies, final design, utility relocation, right-of-way acquisition, and construction for the Project consisting of Skippack Pike (SR 73) and School Road (SR 2016) Intersection

Improvement Project at the following location(s) in accordance with policies, procedures, and specifications prepared or approved by PennDOT and the

FHWA, where applicable:

Street Name Project Limits

Skippack Pike (SR

73) & School Road

(SR 2016)

Intersection

(c) Project Cost Estimate. PennDOT is awarding, and the Sponsor is accepting, a grant in the amount of $1,463,300. The Project Cost Estimate, attached to this agreement as Exhibit A, sets forth the phases being reimbursed, the estimated costs, and the reimbursement percentages.

(d) Eligibility for Reimbursement. Only work begun on the Project after full execution of this agreement will be eligible for reimbursement under the terms of this agreement, unless PennDOT, in writing, authorizes the

Sponsor to incur costs before full execution of the agreement. If PennDOT authorizes the Sponsor to incur costs before full execution of the agreement, any costs incurred prior to that written authorization will not be eligible for reimbursement.

2. Highway Occupancy Permit. If the Project involves work either completely or partially on a state highway, the Sponsor shall make application for a highway occupancy permit in accordance with the HOP Regulations. The performance, review, and approval of Project activities will be in accordance with the HOP Regulations.

3. Design.

(a) Sponsor’s Responsibility for Design. The Sponsor, with its own forces or by contract, shall design the Project. If PennDOT is reimbursing design, engineering, and inspection activities for this Project, the estimated costs and reimbursement percentages are detailed in Exhibit A, and in no event may exceed ten percent of the MTF award. The Sponsor shall select consultants for engineering, design, and inspection activities in accordance with Publication No. 93, or equivalent qualifications-based selection procedures.

(b) Conformity to PennDOT Policies. The design will be in accordance with policies, procedures, and specifications prepared or approved by PennDOT including relevant PennDOT publications.

4. Approvals, Permits, and Environmental Coordination. The Sponsor shall secure and comply with all necessary approvals, permits, and licenses from all other governmental agencies as may be required to complete the Project. The Sponsor shall be the applicant and ultimately the permittee or licensee. This obligation includes electronically preparing or revising the Multimodal Grant Environmental Document required by Section 2002 of Pennsylvania Act 120 (71 P.S. § 512), which can be accessed via the PennDOT website at http://www.penndot.gov/ProjectAndPrograms/MultimodalProgram/ (look for MTF

Grant Environmental Document (DOCX)) and which follows the form as set forth as

Exhibit B attached to this agreement, and the defense of environmental litigation resulting from the planning, design, or construction of the Project. At PennDOT’s request, the Sponsor, prior to advertising and letting the Project, or at any time during the course of the Project, shall furnish PennDOT with evidence of the approvals, permits, licenses, and approved environmental documents.

5. Utility Considerations--General.

(a) Applicability. The requirements of this section and Section 6 apply only under the following circumstances:

(i) the Project involves utility relocation or adjustment; and

(ii) the Project is not subject to the HOP Regulations.

If the Project does not involve utility relocation or adjustment, the requirements of this section do not apply. If the Project involves utility relocation but is subject to the HOP Regulations, utility relocation activities will be in accordance with these regulations.

(b) New Utility Facilities. If the Project requires installation of new utility facilities, either in addition to or instead of relocation of existing utilities, the Sponsor shall comply with the requirements of the Utility Regulations, if being installed in a state highway, or the requirements of the political subdivision with jurisdiction over the road, if being installed in a local road.

(c) Eligibility for Reimbursement or Match. To be eligible for reimbursement or to be counted toward the Sponsor’s match pursuant to Section 12, the costs incurred for utility relocation or, where necessary, installation of new utilities must be related to the Project itself and not incurred to support on-site development.

6. Utility Considerations—Local Roads

(a) Project Plans. The Sponsor shall furnish Project plans to utilities known to have facilities within the Project limits and to all other utilities discovered within the Project limits.

(b) Utility Relocation or Adjustment. The Sponsor shall arrange for any necessary relocation or adjustment for all utility facilities and notify each utility company to relocate any affected facilities to accommodate the construction of the Project. The Sponsor, with PennDOT’s guidance, shall make these arrangements in accordance with PennDOT requirements. If any affected utility claims that the Sponsor is responsible for reimbursing the affected utility for its relocation costs under state or local laws in existence as of the effective date of this agreement, the Sponsor shall furnish

PennDOT with a detailed cost estimate prepared by the utility and documentation justifying the Sponsor’s legal obligation to reimburse the utility for utility relocation costs actually incurred by the utility. PennDOT, after review and approval of the cost estimates and documentation, shall draft the necessary reimbursement agreement to be executed by the

Sponsor and the utility. PennDOT shall submit the reimbursement agreement to the Sponsor for execution by the parties.

(c) Incorporation of Work. If the utility or municipal authority wishes to incorporate the utility relocation work into the Project’s construction contract to be performed by the prime contractor or its subcontractor, the

Sponsor shall prepare and submit to PennDOT the agreement addressing the incorporation of work, provided by PennDOT for this purpose, along with the required supplementing documentation in accordance with the most current version of Publication No. 16.

(d) Sponsor-Owned Facilities. If the Sponsor owns or operates the existing utility facilities, the Sponsor shall request PennDOT to include such costs in this agreement or prepare an amendment to this agreement to address the costs associated with the relocation of these facilities. The amendment will acknowledge that the utility facilities are located in the right-of-way and that the relocation costs are Project-eligible costs.

(e) Utility Clearance. Prior to advertising the Project for letting, the Sponsor, on forms provided by PennDOT, shall furnish a utility clearance certification attesting that all arrangements have been made for the relocation of all known facilities affected by the Project in accordance with

PennDOT Publication No. 16. The statement will be supported by a description of the written arrangements made with the utilities for the relocation of facilities in a manner that will not impede Project construction.

(f) Accommodation of Utilities. The parties acknowledge that all utility facilities transferred to or remaining at a location within the right-of-way of a federally-aided highway will be accommodated in accordance with the provisions of the applicable federal regulations, including the then current version of 23 CFR Part 645; the Federal-Aid Policy Guide, Chapter I, Subchapter G, Part 645, Subpart B, Accommodation of Utilities, and all subsequent amendments; and the Utility Regulations.

(g) Reimbursement. If PennDOT is reimbursing utility relocation activities for this Project, the estimated reimbursement amount appears on Exhibit A.

(h) Sponsor Cost in Event of Abandonment. If the Sponsor exercises its option under Section 19 of this agreement and abandons the Project after any utility has been authorized to proceed with its relocation work, the Sponsor, at its sole cost and expense, shall reimburse the utility for its actual and related indirect costs and expense of work actually completed at the time of notification of the abandonment, plus any additional expenses incurred by the utility in restoring its system to normal operating conditions.

7. Application to Pennsylvania Public Utility Commission. The Sponsor, as necessary, shall make such applications to the PUC as are required for the construction and completion of the Project and shall present this agreement into evidence before the

PUC with the request that the PUC allocate costs for the Project in accordance with this agreement. If the PUC, by order, allocates costs to PennDOT as a result of such application, the Sponsor shall reimburse PennDOT in full for the costs allocated to

PennDOT.

8. Railroad Considerations. If any railroad(s) is (are) known to have facilities within the Project limits, the Sponsor shall furnish Project plans to the railroad(s) and shall comply with the following requirements regarding any Project work affecting the railroad(s):

(a) Coordination with Railroads. The Sponsor shall coordinate with the railroad(s) to determine railroad design criteria, arrange for protective services as needed, and determine levels of insurance that will be required for the completion of the Project.

(b) PennDOT Forms. The Sponsor shall coordinate with the railroad(s) to ensure that PennDOT Forms D-4279 and D-4279A are completed by the railroad(s) and returned to PennDOT.

(c) Special Provisions. The Sponsor shall include all railroad special provisions, including insurance requirements, right-of-entry requirements, and private crossing requirements in the Project bid package.

(d) Reimbursement. If there are railroad costs that are eligible for reimbursement, they will be addressed through a letter of adjustment or, if appropriate, a formal amendment, as provided in Section 26.

(e) Railroad Reimbursement Agreement. After PennDOT’s review and approval of the cost estimates and documentation, the Sponsor, if it is seeking reimbursement for railroad costs, shall prepare and execute the necessary reimbursement agreement between itself and the railroad. The

Sponsor shall provide PennDOT with a copy of the fully executed reimbursement agreement.

9. Right-of-Way Acquisition.

(a) Conditions Applicable to Reimbursement. If the Project involves right-of-way acquisition and the Sponsor is seeking reimbursement, the following conditions apply:

(i) The Sponsor shall acquire all necessary right-of-way by gift, agreement, dedication, purchase, condemnation (provided that the

Sponsor is an entity that possesses the power of eminent domain), or a combination of these methods. If the Sponsor is a private entity and does not have the power to condemn under the Pennsylvania

Eminent Domain Code or the Federal Uniform Act, it shall make a written offer to purchase, advising the landowner that it does not have the power of eminent domain if negotiations fail and stating what the Sponsor believes to be the fair market value of the property, as provided in PennDOT Publication No. 282.

(ii) PennDOT will neither condemn nor acquire any property on behalf of the Sponsor if negotiations with a landowner fail.

(iii) The Sponsor shall be responsible for all negotiations, defense of all claims, and payment of all property damages or right-of-way costs resulting from the acquisition. The Sponsor shall strictly comply with all state laws, regulations, and policies governing right-of-way acquisition procedures.

(iv) Failure of the Sponsor to obtain the necessary right-of-way will be a breach of this agreement.

(v) The Sponsor may not begin to acquire the necessary right-of-way until the District Right-of-Way Administrator has certified that the

Sponsor has the facilities and qualified personnel to proceed with right-of-way acquisition. If the Sponsor cannot satisfy the District

Right-of-Way Administrator’s requirements using the Sponsor’s personnel, it must make alternative arrangements to the satisfaction of the District Right-of-Way Administrator prior to beginning right-of-way acquisition.

(vi) The Sponsor shall provide PennDOT with proper documentation and invoices verifying that it paid fair market value.

(vii) Unless the Project is subject to the HOP Regulations, the Sponsor is not required to prepare a right-of-way plan. If the Project is subject to the HOP Regulations, the Sponsor shall prepare a right-of-way plan in accordance with the requirements of these regulations.

(viii) The Sponsor shall transfer right-of-way required for any improvements to state highways to PennDOT upon completion of the Project in accordance with any right-of-way plans or other right-of-way documents. Where the Sponsor is a local government or other such public agency, and where it already owns property that it wishes to convert into legal right-of-way for a state highway as part of the Project (with or without match), the Sponsor shall provide either the appropriate deed showing such conversion; an ordinance; a resolution; or some other official act acceptable to

PennDOT, permanently and irrevocably committing the property to state highway use as appropriate.

(b) Matching Funds. If the Project involves right-of-way acquisition and the

Sponsor wants the right-of-way acquisition to be considered as part of its matching funds pursuant to Section 12 of this agreement, it shall provide

PennDOT with sufficient documentation and invoices verifying that it paid fair market value and shall demonstrate compliance with any other applicable conditions of this section.

(c) No Reimbursement or Match Sought. If the Project (i) does not involve right-of-way acquisition or (ii) the Project does involve right-of-way acquisition, but the Sponsor is neither seeking reimbursement nor requesting the acquisition to be considered part of its matching funds, then the conditions of this section do not apply.

10. Activities Already Completed by Sponsor. If the Sponsor has already completed utility relocation, railroad coordination, or right-of-way acquisition activities, it must demonstrate compliance with the requirements of this agreement applicable to the particular activity to be eligible for reimbursement or matching funds credit. Failure to comply with these requirements may render the Sponsor ineligible for reimbursement or match credit.

11. Availability of Sponsor Funds. The Sponsor, by executing this agreement, certifies that it has on hand sufficient funds to meet all of its obligations under the terms of this agreement. Further, the Sponsor, and not PennDOT, shall bear and provide for all costs incurred in excess of those costs eligible for non-federal-aid participation.

12. Matching Funds.

(a) Percentage Required. The Sponsor shall match the MTF award with local funding in an amount not less than 30% of the non-federal share of the award costs. In-kind contributions are not permitted to satisfy the local match requirement except as set forth in subsection (b).

(b) Design, Environmental, and Right-of-Way Costs. Costs incurred by the

Sponsor for design, environmental, and right-of-way acquisition may be used as part of the matching funds if all the following conditions are met:

(i) the costs identified in Exhibit A are directly attributable and reasonable expenses of the Project, subject to review and approval by PennDOT;

(ii) the expenditures are eligible costs of the MTF program;

(iii) the Sponsor incurred the expenditures after November 25, 2013;

(iv) the expenditures meet all MTF program requirements, including selection of consultants for engineering, design, and inspection in accordance with Publication 93 or equivalent qualifications-based selection procedures;

(v) the Sponsor has provided full documentation of reasonable costs to

PennDOT, subject to review and approval by PennDOT; and

(vi) the matching funds approved by PennDOT have not been used as project match funds under another funding source or program.

(c) Approved Match. The Sponsor’s matching funds, as approved by

PennDOT, are set forth in Exhibit C attached to this agreement. Any changes to Exhibit C, which have not been approved in writing by

PennDOT, will preclude reimbursement of funds.

13. Contract Development.

(a) Sponsor’s Responsibilities. The Sponsor, by contract or with its own forces, shall be responsible for all work involved with contract development, including preparation of all plans, specifications, and estimates and bid proposal documents required to bid the Project. All work must conform with applicable federal and state laws and requirements.

(b) Publication to Be Followed. The Sponsor shall comply with contract development activities in accordance with the current version of either

Publication No. 740 or Publication No. 9. The Sponsor shall confer with

PennDOT representatives to determine the appropriate publication to follow and shall comply with the appropriate publication selected by

PennDOT, based on considerations that include location of the improvements, complexity of the Project, familiarity of PennDOT personnel with the subject matter or type of improvements, and allowance of as much flexibility as possible in oversight and administration of the

Project.

(c) Prequalification. Regardless which publication is followed, all bid documents will require that the contractor be prequalified by PennDOT pursuant to 67 Pa. Code Chapter 457, Prequalification of Bidders, unless

PennDOT waives prequalification as provided in Chapter 457.

14. Letting and Award.

(a) Options. PennDOT shall select one of the following options for letting and award of the Project:

(i) Letting and award will not be administered in PennDOT’s ECMS.

Instead, letting and award will be in accordance with PennDOT policies and procedures applicable to projects not administered in

ECMS, including Publication 9.

(ii) Letting and award will be administered in ECMS. In this case, PennDOT shall advertise for bids, open bids, and with the concurrence of the Sponsor (to be indicated electronically) award the construction contract in the name of the Sponsor, all in accordance with Publication 740. The Sponsor shall enter into and execute the contract with the successful bidder electronically through ECMS.

PennDOT, on behalf of the Sponsor, will then issue the notice to proceed to the selected contractor.

(b) Review and Approval by PennDOT. Regardless of the option selected, the advertisement and bid proposal documents are subject to PennDOT’s review and approval before the Project can be advertised. In addition, if the Sponsor selects the first option set forth subsection (a), it shall maintain copies of the advertisement, bid proposal documents, bid tabulations, and other records and documents relating to letting and award for PennDOT’s review upon request.

(c) Registration as Business Partner. If the Sponsor intends to utilize ECMS and has not already executed a Business Partner Agreement and registered with PennDOT as a business partner in order to access ECMS, the Sponsor must execute a Business Partner Agreement with PennDOT in order to obtain this access prior to the Project’s being advertised.

15. Construction Inspection.

(a) Sponsor’s Financial Responsibility. The Sponsor shall pay for all required third-party construction inspection, including inspection conducted by

PennDOT, in accordance with PennDOT-issued invoices.

(b) Level and Frequency. PennDOT reserves the right to determine the required level and frequency of inspection, according to the complexity of the Project.

(c) Allowable Construction Engineering Costs. Allowable construction engineering costs may include such work items as inspection, certification and testing of materials, and surveys, but in no event may they exceed ten percent of the MTF award.

(d) Acceptance of Project. Upon successful completion of the Project, PennDOT will issue to the Sponsor a document indicating satisfaction with or acceptance of the Project.

16. Payment Procedures and Responsibilities.

(a) General Requirements. Subject to the terms of this agreement, PennDOT, from funds allocated for this purpose by the MTF, shall pay the Sponsor for a portion of the total allowable Project costs, as detailed in Exhibit A by dollar amounts and percentages. The Sponsor shall be responsible for the remainder of the total Project costs, again as detailed in Exhibit A by dollar amounts and percentages. This subsection will not preclude the Sponsor from reducing the scope of the Project, with the approval of PennDOT, if the costs exceed the available funds. The Sponsor shall also be responsible for all costs incurred in excess of those eligible for MTF funding including, but not limited to, the following:

(i) any and all costs relating to or resulting from changes made to the approved plans or specifications;

(ii) time delays and extensions of time or termination of construction work;

(iii) interest for late payments;

(iv) interest incurred by borrowing money;

(v) unforeseen right-of-way and other property damages and costs resulting from the acquisition or condemnation, or both, of lands for the Project or the construction of the improvements;

(vi) unforeseen utility relocations costs;

(vii) unforeseen costs for environmental litigation and documents; and

(viii) all other unforeseen costs and expenses not included in the estimates of preliminary engineering, final design, utility relocation, right-of-way acquisition, and construction costs, but which are directly related to or caused by the planning, design, or construction of the

Project.

(b) Payment on Reimbursement Basis. Payment procedures will be on a reimbursement basis; and the following procedures shall apply, regardless whether periodic invoicing or the submission of only a single invoice at the completion of the Project occurs:

(i) The Sponsor shall submit to PennDOT certified invoices for reimbursement for the following items:

A. allowable costs for work performed by the Sponsor's forces on the Project;

B. work performed on the Project by the Sponsor’s contractors(s) or consultant(s); and

C. allowable costs incurred in the acquisition of right-of-way and utility relocations, if applicable.

(ii) If the Sponsor is submitting periodic invoices, it shall submit a maximum of two invoices per month within seven days of the established estimate dates.

(iii) The Sponsor shall include with the invoices verification of payment of the consultant(s) or contractor(s) by means of a copy of the cancelled check or a certified letter from the consultant(s) or contractor(s) acknowledging payment.

(iv) After reviewing the verification concerning payment of the consultant(s) or contractor(s) and material certifications, and approving a highway occupancy permit if applicable, and determining them to be satisfactory, PennDOT will approve the invoices for payment.

(v) Upon approval of the invoices, PennDOT will forward to the Office of Comptroller Operations a cover letter containing the agreement number, and invoice amount, together with a copy of the payment estimate.

(vi) As MTF funds are made available, PennDOT shall reimburse the

Sponsor for the proportionate share of the approved charges.

(c) Additional or Extra Work. PennDOT shall not reimburse the Sponsor for additional or extra work done or materials furnished that are not specifically provided for in the approved plans and specifications unless

PennDOT has issued prior written approval of the additional or extra work or materials. If the Sponsor performs any work or furnishes any materials without PennDOT’s prior written approval, the Sponsor does so at its own risk, cost, and expense. The Sponsor shall not interpret PennDOT’s approval as authority to increase the maximum amount of reimbursement as specified in subsection (a) above.

(d) Submission of Final Invoices. The Sponsor shall submit its final invoices for reimbursement of the items set forth in subsection (b) to PennDOT within nine months of the expiration date of the agreement or acceptance of the Project, whichever occurs sooner. If the Sponsor fails to submit its final invoices within this nine-month period, it may forfeit all remaining

MTF financial participation in the Project.

17. Excess Funds Remaining Upon Completion of Project. If excess funds remain from the MTF award after completion of the Project, those funds will remain in the MTF for future awards.

18. Records. The Sponsor shall maintain, and shall require its consultant(s) and contractor(s) to maintain, all books, documents, papers, records, supporting cost proposals, accounting records, employees’ time cards, payroll records, and other evidence pertaining to costs incurred in the Project and shall make these materials available at all reasonable times during the contract period and for three years from the date of submission of the final voucher for inspection or audit by PennDOT, or any other authorized representatives of the state government; and copies of these records shall be furnished, if requested. Time records for personnel performing any work must account for direct labor performed on the Project as well as the time of any personnel included in the computation of overhead costs. In addition, the Sponsor shall keep, and shall require its consultant(s) or contractor(s), as applicable, to keep, a complete record of time for personnel assigned part-time to the Project. A record of time limited to only their work on this Project will not be acceptable.

19. Abandonment or Postponement of Project.

(a) Termination by Sponsor. If the Sponsor abandons or indefinitely postpones the Project, the Sponsor may terminate this agreement by sending to PennDOT a 30-day written notice of termination. By sending the written notice of termination, the Sponsor acknowledges that PennDOT will not participate in any costs of a project that is not completed and that the Sponsor must reimburse PennDOT for all costs incurred by PennDOT for the Project. The Sponsor shall reimburse PennDOT, within 45 days of receipt of a statement from PennDOT, in an amount equal to the sum of the following:

(i) all MTF moneys received by the Sponsor from PennDOT for work performed under this agreement for return to the MTF; and

(ii) all costs incurred by PennDOT under this agreement prior to receipt of notice of termination that have not been reimbursed from the MTF or by the Sponsor.

(b) Failure to Reimburse PennDOT. If the Sponsor fails to reimburse

PennDOT within the time period set forth in subsection (a), the Sponsor shall be in default; and PennDOT shall be entitled to pursue appropriate remedies, including those set forth in Section 24, where applicable, and any and all actions, causes of action, claims, suits, or demands, before any court of law or other appropriate tribunal.

20. Maintenance and Operation of the Facility.

(a) Sponsor’s Obligations. The Sponsor, at its sole cost and expense, shall operate and maintain all of the completed improvements financed under this agreement that fall under its jurisdiction. The Sponsor certifies that it shall make available sufficient funds to provide for the described maintenance program. Exhibit D, Requirements for Traffic Engineering

Services and Functions, attached to this agreement lists the minimum requirements that the Sponsor must satisfy regarding the traffic engineering services to be provided as part of this maintenance program.

(b) Acceptable Methods of Operation and Maintenance. PennDOT, in concurrence with the FHWA, when applicable, shall determine the existence of acceptable methods of operation and maintenance. These operation and maintenance services will include, but not be limited to, the following:

(i) periodic inspections;

(ii) functional review of traffic operations;

(iii) appropriate preventative maintenance, which will include, but is not limited to, cleaning, lubrication, and refurbishing of all electrical equipment;

(iv) a systematic record-keeping system; and

(v) a means to handle the notification and implementation of emergency repairs.

(c) Sponsor’s Compliance with Statutes. The existence of functioning maintenance and operation services will not exempt the Sponsor from complying with the provisions of the Vehicle Code (75 Pa. C.S. § 101 et seq.), pertaining to traffic control devices, or with applicable provisions of the

State Highway Law (36 P.S. § 670-101 et seq.).

(d) Administration of Statutes, Regulations, and Ordinances. The Sponsor and PennDOT shall administer, enforce, and maintain any statutes, regulations, or ordinances within their respective jurisdictions necessary for the operation of the Project improvements. The enforcement obligations relating to the regulations are governed by the statutes of the

Commonwealth of Pennsylvania, and more particularly by those statutes relating to municipalities; the Vehicle Code, as amended; and the State

Highway Law, as amended; as well as those ordinances, rules, and regulations issued by appropriate governmental agencies in implementation of these statutes.

(e) Traffic Controls and Parking Regulations. Upon completion of the

Project improvements, the Sponsor shall continue to maintain and enforce within the Project limits existing traffic controls and parking regulations that need to remain in place; and it shall impose within the Project limits any required new traffic controls and parking regulations, subject to the approval of PennDOT where appropriate. The Sponsor shall adopt any resolutions or enact any ordinances necessary to accomplish the imposition, maintenance, and enforcement of these controls and regulations.

(f) Disqualification of Sponsor from Future State Financial Participation.

The Sponsor acknowledges that PennDOT may disqualify the Sponsor from future state participation on Sponsor-maintained projects if the Sponsor fails to:

(i) provide for the proper maintenance and operation of the completed improvements; or

(ii) maintain and enforce compliance with any statutes, regulations, or ordinances under its jurisdiction necessary for the operation of the improvements.

(g) Withholding of State Funds. The Sponsor agrees that PennDOT shall withhold state funds until one or both of the following (as applicable) have taken place:

(i) the Sponsor has corrected the operation and maintenance services;

or

(ii) the Sponsor has brought traffic operations on the improvements, including enforcement of statutes, regulations, or ordinances, up to a level satisfactory to PennDOT.

(h) PUC-Ordered Reimbursement of Sponsor. This agreement is without prejudice to the right of the Sponsor to receive reimbursement for maintenance costs from any railroad or party other than PennDOT, if so ordered by the PUC, where a rail-highway crossing is under the jurisdiction of the PUC.

(i) Addition of Municipality as Third Party. If the Sponsor is not a political subdivision, the municipality within which the Project is located is added as a third-party to this agreement and agrees to assume operation and maintenance services in accordance with the requirements of this section.

21. Central Contractor Registration. The Central Contractor Registration and

Universal Identifier Requirements apply to this agreement; and the Sponsor shall comply with the Central Contractor Registration and Universal Identifier Requirements, which can be found at https://www.budget.pa.gov/Services/ForVendors/Pages/Vendor-

Registration.aspx.

22. Termination of Agreement for Lack of Funds. Because this agreement is to be funded partially by MTF moneys, PennDOT may terminate this agreement if MTF moneys are not provided to PennDOT for the purposes stated in the agreement.

Termination will become effective as of the termination date specified in PennDOT’s written notice of termination to the Sponsor specifying the reason for termination.

PennDOT will reimburse the Sponsor for all eligible work performed under this agreement up to the date of the notice of termination, or such other date that the notice of termination will specify.

23. Conformity to All Applicable Federal and State Laws. All designs, plans, specifications, estimates of cost, construction, utility relocation work, right-of-way acquisition procedures, acceptance of the work, and procedures in general will at all times conform to all applicable federal and state laws, rules, regulations, orders, and approvals, including specifically the procedures and requirements relating to labor standards, equal employment opportunity, nondiscrimination, anti-solicitation, information, auditing, and reporting provisions. Furthermore, the Sponsor shall include this same provision in its contracts for the Project.

24. Default Clause.

(a) If the Sponsor is a Political Subdivision. If the Sponsor is a political subdivision and if it fails to perform any of the terms, conditions, or provisions of this agreement, including, but not limited to, any default of payment for a period of 45 days, the Sponsor authorizes PennDOT to withhold so much of the Sponsor’s Liquid Fuels Tax Fund allocation as may be necessary to complete the Project or reimburse PennDOT in full for all costs due under this agreement; and the Sponsor authorizes PennDOT to withhold such amount and to apply such funds, or portion of such funds, to remedy such default.

(b) If the Sponsor is Not a Political Subdivision. If the Sponsor is not a political subdivision, to secure performance, the Sponsor has delivered to

PennDOT security in an amount equal to 115% of the estimate costs of the

Project, in the form of a one-year evergreen irrevocable letter of credit acceptable to PennDOT, a cashier’s check, or other security acceptable to

PennDOT, which is attached as Exhibit E. If the Sponsor fails to perform any of the terms, conditions, or provisions of this agreement, including but not limited to, any default of payment for a period of 45 days, PennDOT may draw upon the security as may be necessary to complete the Project or reimburse PennDOT in full for all costs due under this agreement. The

Sponsor shall keep security in place at all times during the term of the agreement. The Sponsor shall be required to provide alternate security in the event the current security expires, is cancelled, or is otherwise unavailable. PennDOT will not be required to make payment to the

Sponsor pursuant to Section 16 until such time as alternate security is provided. Failure to provide security constitutes a default.

25. Term of Agreement.

(a) Completion of Work. The term of this agreement will commence on the

Effective Date as defined below. The Sponsor shall complete all physical work under this agreement within three years of the Effective Date unless extended in writing by PennDOT. This agreement will remain in effect until the Project is completed, unless it is abandoned or terminated sooner, except for those obligations that survive completion of the Project.

(b) Effective Date. The Effective Date will be the date that this agreement is fully executed by the Sponsor and PennDOT and all approvals required by

Commonwealth contracting procedures have been obtained, as indicated by the date of the last Commonwealth signature. Following full execution, PennDOT will insert the effective date on the e-signature page which will be attached below.

26. Amendments and Modifications.

(a) Except as provided below, no alterations or variations to this agreement will be valid unless made in writing and signed by the parties.

Amendments to this agreement must be accomplished through a formal written document signed by the parties with the same formality as the original agreement.

(b) Letter of Adjustment.

(i) If the Sponsor determines that the cost for any phase listed on Exhibit

A should be redistributed, and the redistribution does not result in an increase or decrease in total Project costs or any increase in costs to the

Sponsor, the Sponsor can request to redistribute such costs by sending

PennDOT notification. If acceptable, PennDOT will approve the request via a letter of adjustment that will include a revised Exhibit A. A sample letter of adjustment is attached to this agreement as Exhibit F. PennDOT cannot pay or reimburse the Sponsor for the costs of these phases until the

Office of Comptroller Operations signs and dates the letter of adjustment.

(ii) If PennDOT determines the term of the agreement should be extended, PennDOT will extend such date(s) by sending the Sponsor notification via a letter of adjustment.

(c) Letter of Amendment. If there are changes to any Standard Provisions that need to be addressed, the parties can incorporate those revised or updated

Standard Provisions by noting the attachment of such Standard Provisions to a letter of amendment, fully executed by the parties. For the purposes of this subsection, Standard Provisions consist of those provisions, exhibits, or clauses required to be included in Commonwealth agreements pursuant to federal or state law or Commonwealth Management Directives, including, but not limited to: Americans with Disabilities Act, Right-to-Know Law, Contractor Integrity, Contractor Responsibility, Offset, and

Commonwealth Nondiscrimination/Sexual Harassment Clause. A sample

Letter of Amendment is attached as Exhibit G.

27. Required Contract Provisions.

(a) Conformity to All Applicable Federal and State Laws. All designs, plans, specifications, estimates of cost, construction, utility relocation work, right-of-way acquisition procedures, acceptance of the work, and procedures in general will at all times conform to all applicable federal and state laws, rules, regulations, orders, and approvals, including specifically the procedures and requirements relating to labor standards, equal employment opportunity, nondiscrimination, anti-solicitation, information, auditing, and reporting provisions. Furthermore, the Sponsor shall include this same provision in its contracts for the Project.

(b) Commonwealth Standard Provisions. The Sponsor shall comply, and shall cause its consultant(s) and contractor(s) to comply, with the

Commonwealth Standard Provisions attached as Exhibit H.

28. Diverse Business Participation for Non-Federal-Funded Projects. For local transportation organizations, including municipalities functioning as transit providers, the Sponsor shall comply with the provisions of Section 303 of Title 74 of the Pennsylvania

Consolidated Statutes, 74 Pa. C.S. § 303 (Diverse business participation).

29. Multiple Funding Sources. If the Project is also funded through 74 Pa. C.S. §

2104(a)(4), relating to funding eligible programs by the Commonwealth Financing

Authority, and the requirements set forth by that funding source conflict with the requirements set forth in this agreement, the stricter requirements will control.

30. Severability. The provisions of this agreement are severable. If any phrase, clause, sentence, or provision of this agreement is declared to be contrary to the

Constitution of Pennsylvania or of the United States or of the laws of the Commonwealth and its applicability to any government, agency, person, or circumstance is held invalid, the validity of the remainder of this agreement and its applicability to any government, agency, person, or circumstance will not be affected.

31. No Waiver. Either party may elect not to enforce its rights and remedies under this agreement in the event of a breach by the other party of any term or condition of this agreement. In any event, the failure by either party to enforce its rights and remedies under this agreement shall not be construed as a waiver of any subsequent breach of the same or any other term or condition of this agreement.

32. Independence of the Parties. Nothing contained in this agreement is intended or may be construed to, in any respect, create or establish the relationship of partners between the Sponsor and PennDOT, or as constituting PennDOT as the representative or general agent of the Sponsor.

33. Assignment. This agreement may not be assigned, either in whole or in part, without the written consent of PennDOT.

34. No Third-Party Beneficiary Rights. This agreement does not create or confer any rights in or on persons or entities not a party to this agreement.

35. Notices. All notices and reports arising out of, or from, the provisions of this agreement shall be in writing and given to the Parties at the addresses provided below, either by regular mail, facsimile, e-mail, or delivery in person, at the following addresses:

If to PennDOT:

Edward Reagle, PE

Consultant Project Manager

Engineering District 6-0

7000 Geerdes Boulevard

King of Prussia, PA 19406

610-757-1884 c-edreagle@pa.gov

If to Sponsor:

Eric Traub, Township Manager

Whitpain Township

960 Wentz Road

Blue Bell, PA 19422-1835

610-272-2400 etraub@whitpaintownship.org or to such other person or address as the parties may provide to each other in writing.

36. Force Majeure. Neither party will be liable for failure to perform under this agreement if a failure to perform arises out of causes beyond the control and without the fault or negligence of the nonperforming party. Causes may include, but are not limited to, acts of God or the public enemy, fires, floods, epidemics, quarantine restrictions, freight embargoes, and unusually severe weather. This provision will become effective only if the party failing to perform immediately notifies the other party of the extent and nature of the problem, limits delay in performance to that required by the event, and takes all reasonable steps to minimize delays. This provision will not be effective unless the failure to perform is beyond the control and without the fault or negligence of the nonperforming party.

37. Integration and Merger. The parties intend this statement of their agreement to constitute the complete, exclusive, and fully integrated statement of their agreement. As such, it is the sole expression of their agreement, and they are not bound by any other agreements of whatsoever kind or nature. The parties also intend that this agreement may not be supplemented, explained, or interpreted by any evidence of trade usage or course of dealing. In entering this agreement, the parties did not rely upon oral or written statements or representations not contained within the document itself.

38. Counterparts Provision. This agreement may be executed in counterparts, each of which is deemed an original and has the full force and effect as an original but all of which constitute one and the same instrument.

39. Electronic Signatures. This agreement may be electronically signed in accordance with the

Electronic Transactions Act, 73 P.S. §2260.301, et seq.

[The remainder of this page is intentionally blank.]

The parties have executed this agreement to be effective as of the date of the last signature affixed below.

Whitpain Township

BY__[Signature Affixed Electronically see last page]_

DO NOT WRITE BELOW THIS LINE – FOR COMMONWEALTH USE ONLY

COMMONWEALTH OF PENNSYLVANIA

DEPARTMENT OF TRANSPORTATION

BY_[Signature Affixed Electronically see last page]_ (Asst.) District Executive Date

APPROVED AS TO LEGALITY

AND FORM

BY_[Signature Affixed Electronically see last page]__ for Chief Counsel Date

Fund Encumbrance No.____________ BY_[Signature Affixed Electronically see last page] BY_[Signature Affixed Electronically see last page]

Office of General Counsel Date for Comptroller Operations Date

BY_[Signature Affixed Electronically see last page]_ Office of Attorney General Date

AT-9.7 (eGrants)

EXHIBIT A

Project Cost Estimate

NOTES:

1. MTF Funds for Engineering/Design and Construction Inspection cannot be more than 10% of the MTF Grant Award.

2. MTF Funds for Administrative costs cannot be more than 2% of the MTF Grant Award.

3. MTF Funds for Contingency costs cannot be more than 5% of the MTF Grant Award.

4. If there is more than one source for Sponsor Match Funds, attach additional sheets as needed.

Reimbursable Activity MTF Funds Sponsor Match Source Other Subtotals

Administrative $0.00 $0.00 $0.00

Contingency $0.00 $0.00 Municipal/Boro/City/Twp/Coun ty Funds $0.00

Pre. Engineering $0.00 $0.00 $0.00

Environmental Clearance $0.00 $0.00 Municipal/Boro/City/Twp/Coun ty Funds $0.00

Final Design $0.00 $0.00 Municipal/Boro/City/Twp/Coun ty Funds $0.00

Right-of-Way Acquisition $0.00 $0.00 $0.00

Utilities Relocation $0.00 $0.00 $0.00

Construction $1,463,300.00 $194,000.00 Municipal/Boro/City/Twp/Coun ty Funds $1,657,300.00

Inspection $0.00 $256,000.00 Municipal/Boro/City/Twp/Coun ty Funds $256,000.00

Multimodal Transportation Fund Sponsor: Whitpain Township Project Name: Skippack Pike (SR 0073) and School Road (SR 2016) Intersection Improvement Project

Subtotals $1,913,300.00$1,463,300.00 $450,000.00

TOTAL PROJECT COST $1,913,300.00

Multimodal Transportation Fund Grant Environmental Document Cover Sheet

EXHIBIT B

Funding 100% State Funded Multimodal Transportation Fund Project

Applicant Name: Click here to enter text.

Title: Click here to enter text.

Organization: Click here to enter text.

Address: Click here to enter text.

Phone: Click here to enter text.

Fax: Click here to enter text.

Email: Click here to enter text.

Type Phase: Evaluation Classification: ED Multimodal Transportation Fund Grant Agreements (100% State Funding)

To document an ED:

Complete form Submit form for review and approval by _______________

Formal scoping is not required for Multimodal Transportation Fund Grant Agreements.

PennDOT Assigned Personnel:

Name: Click here to enter text.

Phone: Click here to enter text.

Email: Click here to enter text.

Multimodal Transportation Fund Grant Environmental Document for 100% State Funded Multimodal Transportation Fund Grant Projects

Evaluation

Project Information

MPMS Enter MPMS if applicable

BMS Enter BMS if applicable

BRKEY Enter BRKEY if applicable

SR/Sec Enter SR/Sec if applicable

County Enter County Municipality Enter Municipality Seg/

Offset Start

Enter Seg/Offset Start if applicable

Seg/

Offset End

Enter Seg/Offset End if applicable

Project: Click here to enter text.

Date of the Scoping Field View (optional): Click here to enter a date.

Project Description

Project Purpose

Click here to enter text.

Why the project is needed? — Project Need(s)

Description of Activity

Click here to enter text.

Are temporary easements required? ☐ Yes ☐No

If yes, describe extent of temporary easements.

Will there be any permanent acquisitions required? ☐ Yes ☐No

If yes, describe permanent acquisitions.

Resource Analysis

Answer YES to indicate that a resource is present.

If YES, briefly discuss potential impacts and related commitments to avoid, minimize or mitigate. Attach additional documentation as required to document project impacts and any mitigation measures.

Answer NO to indicate that a resource is not present.

1. Streams (in general) ☐ Yes ☐No If yes, provide information on potential impacts and mitigation.

17. Land involving:

Section 6(f) of LWCF Act Project 70 (Land Acquisition

& Borrowing Act) Project 500 (Land & Water

Conservation & Reclamation Act)

☐ Yes ☐No

2. Wild or Stocked Trout Streams ☐ Yes ☐No If yes, provide information on potential impacts and mitigation.

3. High Quality/EV Streams ☐ Yes ☐No If yes, provide…