6100 Southport Road

Portage, Indiana 46368

(219) 763-6060

www.nirpc.org

FINANCE AND PERSONNEL COMMITTEE

Meeting Agenda - Thursday, July 15, 2021 -- 8:00 a.m.

Join with: https://meet.google.com/oaj-qdqm-qvh

Phone Number: dial +1 315-801-9421 and enter this PIN: 914 831 728#

1. Call to Order

   
   

2. Meeting Minutes of May 20, 2021 Pages 1-2

   
   

3. Review of Financial Status – May 2021 Budget vs Actual Pages 3-11

   1. Bank Statement Reconciliations

   2. General Fund Expenses YTD May 2021

   3. General Fund Revenue YTD May 2021

   4. CARES Expenses YTD May 2021

   5. CARES Revenue YTD May 2021

      
      

4. Approval of General Fund Claims Register – May 2021 Pages 12-14

   ACTION REQUESTED: Approval

   
   

5. Approval of CARES Act Claims Register – May 2021 Pages 15-16

   ACTION REQUESTED: Approval

   
   

6. NIRPC 2021 Budget Amendment #1 Pages 17

   ACTION REQUESTED: Recommendation for Approval

   
   

7. Amending the Regional and LaPorte County RLF Management Plans Pages 18-26

   ACTION REQUESTED: Approval

   
   

8. South Shore Clean Cities Contract Pages 27-39

   ACTION REQUESTED: Approval

   
   

9. Personnel update

   
   

10. Other Business

    
    

11. Adjournment

The next meeting is scheduled for September 16, 2021 at 8:00 a.m.

The Northwestern Indiana Regional Planning Commission (NIRPC) prohibits discrimination in all its programs and activities on the basis of race, color, sex, religion, national origin, age, disability, marital status, familial status, parental status, sexual orientation, genetic information, political beliefs, reprisal, or because all or part of an individual's income is derived from any public assistance program. Users may access the Relay Indiana

NORTHWESTERN INDIANA REGIONAL PLANNING COMMISSION FINANCE AND PERSONNEL COMMITTEE

May 20, 2021 / Google Meet Virtual Meeting – 8:00 a.m.

Members Present

Greg Stinson, Richard Hardaway, Bob Carnahan, Justin Kiel, George Topoll

Staff and Others Present

Ty Warner, Talaya Jones, Kathy Luther, Lisa Todd, Stephanie Kuziela, Meredith Stilwell, Denarie Kane, David Hollenbeck, Wendy Mis

Call to Order

Chairman Stinson called the meeting to order.

Approval of Minutes

The minutes of the April 15, 2021 meeting were presented. Bob Carnahan made motion and Richard Hardaway seconded to approve the minutes. A roll call vote was taken with Bob Carnahan, Justin Kiel, and Greg Stinson voting in the affirmative motion passed 3-0.

Review of Financial Status – April 2021 Budget vs Actual

Talaya Jones presented the April 2021 bank reconciliations for the NIRPC general account and the Revolving Loan Fund (RLF) account.

Talaya Jones presented the April 2021 general fund financial reports. Total expenditures for the period ending April 30, 2021 were $1,126,522 of the $11,981,765 budgeted. Total general fund revenue for the period was $433,843 of the $3,574,659 budgeted.

Talaya presented the Coronavirus Aid, Relief and Economic Securities (CARES) Act financial reports, year to date April 2021. Total NIRPC CARES fund expenditures for the period ending April 30, 2021 were

$130,845 of the $1,034,233 budgeted, with total CARES expenditures at $1,205,187 of the $4,717,013 budgeted. Total CARES revenue collected for the period is $1,285,928 of the $4,307,009 budgeted.

Approval of Claims Registers – April 2021

Talaya presented the April 2021 General Fund claims register totaling $189,242..39 to the Committee for approval. Commission Carnahan asked for explanation for a payment to a consulting firm for the Lake County Restoration project. Bob Carnahan made motion and Justin Kiel seconded to approve the April 2021 General Fund claims register. A roll call vote was taken with Bob Carnahan, Justin Kiel, Greg Stinson and George Topoll voting in the affirmative, motion passed 4-0. The CARES Act expenditures register of claims totaling $37,035.52 was then presented for approval. Bob Carnahan made motion and Justin Kiel seconded to approve the April 2021 CARES Act claims register. A roll call vote was taken with Bob Carnahan, Richard Hardaway, Justin Kiel, Greg Stinson and George Topoll voting in the affirmative, motion passed 5-0.

Resolution 21-13 – Establishing a Policy for Electronic Fund Transfers and Online Banking

Talaya presented Resolution 21-13 to the Committee. The resolution allows for NIRPC to authorize Automatic Clearing House (ACH) and Electronic Funds Transfers (EFT) for payments and deposits. Justin Kiel made motion and Richard Hardaway seconded to forward the resolution to the Commission with a favorable recommendation. A roll call vote was taken with Bob Carnahan, Richard Hardaway, Justin Kiel, Greg Stinson and George Topoll voting in the affirmative, motion passed 5-0

Personnel updates

Meredith Stilwell reported that NIRPC is in the process of filling the current job opening and interviews were held with Director of Transportation applicants.

Other Business None

Adjournment

There being no further business, the meeting was adjourned.

Closing Balance from Previous Statement........................................................................................... 4/30/2021 915,162.24‌

NORTHWESTERN INDIANA REGIONAL PLANNING COMMISSION

Run: 6/09/2021 @ 6:54 AM

Reconciliation - General

Page: 1

STK 6/9/21

07/02/2021

Trial Balance - Cash

Run: 6/09/2021 at 7:07 ANMORTHWESTERN INDIANA REGIONAL PLANNING COMMISSION

For 5/31/2021

Page: 1

All Balance

1.1.001.0000.1010.0 Cash       1,629,792.21  

Total 1,629,792.21

STK 6/9/21

NORTHWESTERN INDIANA REGIONAL PLANNING COMMISSION

Run: s10112021@ 10:24 AM Reconciliation - Revolving Loan Fund Page :

'/1 /J,/

Closing Balance from Previous Statement..................... ........................................... ..........................

4/30/2021

191.145.82

Run: s10112021a110:21,l.QRTHWESTERN INDIANA REGIONAL PLANNING COMMISSION

For 5/31/2021

/4[

Trial Balance - Cash

Page: 1

r../,/J.J

2.3.050.0000.1010.0

All

Cash

Balance

199,026.59

To1al 199,026.59

`

CARES FUND EXPENDITURES

YTD May 2021 Expenses Budget vs Actual

600,000

553,550

536,395

500,000

440,734

400,000

371,677

300,000

262,189

208,373

183,843

200,000

119,454 112,420

100,000

35,419 27,833

22,898

-

SALARIES

FRINGE BENEFITS

OCCUPANCY

MAINTENANCE

DEPARTMENTAL

CONTRACTUALS

YTD May Budget YTD May Expended

YTD May 2021 Expended by Category

31%

37%

2%

10%

2%

18%

Salaries

Fringe Benefits Occupancy Maintenance Departmental

Contractuals

Revenue by Funding Source as of May 31, 2021

1%

0%

1% 0%

3%

7%

88%

County Appropriations Federal Agencies

State Agencies Local Agencies

Non-Governmental

Economic Development District Interest Income

YTD May CARES Expenses Budget vs Actual

250,000

236,733

200,000

150,000

146,000

100,000

100,000

89,123

59,353

50,000

5,000

1,500 423

-

SALARIES

CONTRACTURAL

DEPARTMENTAL

CAPITAL OUTLAYS

Budget Expended

Contractual

Revenue by Funding Source as of May 31, 2021

14%

86%

CARES Operating

Economic Development District

This form approved by the State Board of Accounts for use by the Northwestern Indiana Regional Planning Commission (1985)

Allowance of Claims

Dated this                           day of                 ,2021.

This form approved by the State Board of Accounts for use by the Northwestern Indiana Regional Planning Commission (1985)

Allowance of Claims

Dated this                           day of               ,2021.

PROPOSED 2021 BUDGET AMENDMENT #1

To transfer within contractual and communication amount of $75,000

75,000 395,000

(75,000) 224,000

MEMORANDUM‌

TO: NIRPC Finance & Personnel Committee

FROM: Denarie Kane, Economic Development District Coordinator, NIRPC

RE: Approval of Amendments to the Regional Revolving Loan Fund Management Plan for Lake, Porter, and La Porte Counties and to the La Porte County Revolving Loan Fund Management Plan

DATE: June 28, 2021

The following items are requested to be approved by NIRPC’s Finance and Personnel Committee in accordance with their responsibilities outlined in the Regional RLF Management Plan for Lake, Porter, and La Porte Counties and in the La Porte County RLF Management Plan. The first attachment shows the referenced pages to be changed in each management plan. The second attachment is the revised La Porte County RLF Management Plan, and the third attachment is the revised Regional RLF

Management Plan for Lake, Porter, and La Porte Counties. Both of these documents are noted as revised as of July 15, 2021, and will be sent to EDA after approval by the Finance and Personnel Committee.

The fourth attachment is the SBA Form 413 (Personal Financial Statement) which will be submitted by those applicants as required in the form’s instructions.

Edits to the Regional RLF Management Plan:

• Page 24 (see bullet list under Submittal Requirements from Each Applicant):

  • Remove the line about "current personal financial statement of each proprietor, partner, and officer, and each stockholder with 50% or more ownership" and

  • Add the "413" and "(Personal Financial Statement)" after SBA Form for clarity so it reads "SBA Form 413 (Personal Financial Statement)."

    Edits to LaPorte Co RLF Management Plan:

    
    

• Page 24:

  • The SBA Form is actually not a bulleted item listed under the Submittal

    Requirements from Each Applicant on this page but is on a checklist used

    internally by staff and has historically been submitted by applicants. So edits to this page would include:

    • remove the line about "current personal financial statement of each proprietor, partner, and officer, and each stockholder with 50% or more ownership" and

    • add "SBA Form 413 (Personal Financial Statement)."

  • The words "Application with" will be added in front of "Application fee" under the first bullet point (under "Submittal Requirements from Each Applicant''):

  • The comma will be replaced with a parenthesis in the bullet ending with "(bank letter or equivalent documentation)"

    The LaPorte Co RLF Management Plan will also be amended to match what is in the

    Regional RLF Management Plan in regard to Loan Application Fee and Closing Fee on the pages noted below.

• Page 16 under Loan Application Fee:

  • Remove the following language: "A non-refundable loan application fee will be determined based on contracted costs for the preparation of Credit Memo and Credit Report."

  • Replace with the following language: "A non-refundable loan application fee of four hundred and fifty dollars ($450) will be charged to all loan applicants. If the loan is approved, this $450 fee will be applied to the $1,000 in total fees collected which includes the closing fee."

• Page 16 under Closing Fee:

  • Remove the following language: " Borrowers will pay NIRPC one thousand dollars ($1,000) at the time of closing to provide for certain administrative and legal fees associated with loan preparation and closing."

  • Replace with the following language: "Borrowers will pay NIRPC five hundred and fifty dollars ($550) remaining of the total fee of one thousand dollars ($1,000) at the time of closing to provide for certain administrative and legal fees associated with loan preparation and closing."

• Page 25, under Loan Closing Schedule, Fund and Close of Loan:

  • Remove the following language: "The applicant, prior to receiving the loan check, is required to pay in full the $1,000 loan closing fee less the application fee."

  • Replace with the following language: "The applicant, prior to receiving the loan check, is required to pay in full the $550 loan closing fee.

• Page 27, under Loan Disbursement:

  • Remove the following language: "The applicant must pay in full the $1,000 closing fee prior to the disbursement of any funds."

  • Replace with the following language: "The applicant must pay in full the $550 closing fee prior to the disbursement of any funds."

Attachments (pdf files):

• Pages to be changed in each Management Plan

• La Porte County RLF Management Plan (rev. 7/15/21)

• Regional RLF Management Plan for Lake, Porter, and La Porte Counties (rev. 7/15/21)

• SBA Form 413 (Personal Financial Statement)

C‌

LaPorte County Revolving Loan Fund

Management Plan

UPDATED: February 3, 2021 ( ARES Act Addendum August 5, 2020)

The minimum interest rate the LaPorte County RLF can charge is 4 percentage points below the current money market center prime rate quoted in the Wall Street Journal for loans of similar size, maturity, and purpose; or the maximum interest rate allowed under State law, whichever is lower, but in no event shall the interest rate be less than 4%. However, should the prime interest rate exceed 14%, the minimum LaPorte County RLF interest rate is not required to be raised above 10% if doing so would compromise the ability of the loan recipient to implement its financing strategy. The interest rate for each loan will, among other things, depend upon a job/cost ratio, be determined by the amount of equity in the project, and consider the fulfilling of the area’s goals. Loans will have fixed interest rates to be set once the complete application packet is prepared and ready for board approval.

Terms

The standard term for working capital and fixed asset loans will be five to ten years. Real estate loans will be ten years. Loan payments will be monthly, to commence on the first of the month to begin after one full month from the loan disbursement, but may be scheduled in accordance with the needs of the individual borrowers. In extenuating situations, in order to encourage financial participation in a direct fixed asset loan project by other lenders and investors, the LaPorte County RLF may be repaid after other loans made in connection with the project have been paid in part or in full. Deferral of repayment of principal may be scheduled as is determined necessary for this purpose, but in no case shall commencement of principal repayment be deferred beyond six months after total disbursal of project funds. Priority of payments on defaulted LaPorte County RLF loans will first compensate any costs of collections, then credit the outstanding penalties and fees, then pay any accrued interest to the extent due and payable before finally paying the outstanding principal balance.

Prepayment of principal may be made by applicant at any time without penalty. Interest that has accrued will be paid at the time of prepayment of principal.

Fees

Loan Application Fee: A non-refundable loan application fee will be determined based on contracted costs for the preparation of Credit Memo and Credit Report.

Closing Fee: Borrowers will pay NIRPC one thousand dollars ($1,000) at the time of closing to provide for certain administrative and legal fees associated with loan preparation and closing.

Late Payment Penalty: A late payment fee will be construed as any payment which is not postmarked by the 15th day of each month. The penalty charge will be 5% of the current scheduled payment.

Equity and Collateral

underground storage tanks, asbestos, polychlorinated biphenyls (PCB), or other hazardous materials on site that have been improperly handled and have the potential of endangering public health. If deemed necessary, loan applicants may be required to perform or provide evidence of a Phase I site assessment to identify possible sources of contamination, a Phase II site assessment to test soil and/or groundwater samples, and a Phase III site remediation involving mitigation of applicable contaminants. In cases where there are unresolved site contamination issues, the RLF Administrator shall work with the loan applicant and the appropriate state environmental agency office to resolve these outstanding issues.

Submittal Requirements from Each Applicant

If the potential project is considered eligible, then the following information must be submitted to create the loan application package:

• Application fee

• Balance Sheet and Profit and Loss Statement

• A current Balance Sheet and a current Operating Statement (not over 90 days’ old).

• A pro forma Balance Sheet and projected Operating Statement for two years.

• Copies of the applicant’s last three years’ income tax statements.

• A brief narrative description (of the proposed project, including:

  • The number of long-term jobs to be created (not including construction jobs).

  • Total project Cost.

  • Amount of loan requested.

  • Source of other required funds.

  • Purpose of loan (use of proceeds).

  • Term requested.

  • A history and description of the business.

  • The names of affiliates or subsidiary firms.

  • Complete outline of current debts.

  • Statement/description of the collateral for the project including terms.

  • Franchise agreement(s), if applicable.

• Environmental review (construction projects) o Applicants must ensure that they are in compliance with 13 CFR 302; 13 CFR 314, the National Environmental Policy Act of 1969 and all other federal environmental mandates.

  Current personal financial statement of each proprietor, partner, and officer, and each stockholder with 50% or more ownership.

• Documentation of credit not otherwise available (bank letter or equivalent documentation,

• Signed release to check credit

• Any other pertinent information requested by the Board of Directors pertaining to the loan package.

  
  

  Application Review and Credit/Financial Analysis

  
  

  NIRPC staff will analyze the application and accompanying information. Staff will also ensure that the LaPorte County RLF Managing Board reviews and approves loans in accordance with the approved financing policies, targeting criteria, and loan selection criteria of the RLF Plan. A credit analysis will be completed and included in with the application package for the Board. The complete package along with loan documents is submitted to legal counsel for review for reporting to the Board.

  
  

  Recommendations to the LaPorte County RLF Managing Board

  
  

  Once the complete application package is gathered and all eligibility requirements and Economic Development Administration regulations are met then a meeting of the LaPorte County RLF Managing Board will be scheduled. The complete application package along with the credit analysis and any additional information will be sent to the board for review prior to the meeting. The material will be discussed and the final decision for funding will be made. The board will determine the frequency and reporting requirements of financials and job creation. If the application is denied by the Board, a letter will be sent to the applicant stating the reasons for the denial and, where appropriate, suggestions will be made to the applicant on how to make it acceptable and an invitation will be issued to submit a revised application. If the application is approved then staff will proceed to the loan closing stage. Minutes of all Board meetings will be retained to document the approval/denial of loans. A quorum for a meeting will consist of a majority of the current Board Members present.

  
  

  Loan Closing Schedule, Fund and Close of Loan

  
  

  The loan documents that have been reviewed by legal counsel and approved by the Board are collected and a signing with the applicant(s) is scheduled, a check is disbursed and the loan is closed. The applicant, prior to receiving the loan check, is required to pay in full the

  $1,000 loan closing fee less the application fee. Confidentiality

  Confidentiality regarding financial information will be guarded at all times. No LaPorte County RLF Management Board member, NIRPC staff member or NIRPC contractor

  will use his or her official position or office to obtain financial gain for themselves other than salary and/or reimbursement of expenses, or for any member of his household or for any business with which he or a member of his household is associated. Further, no LaPorte County RLF Management Board member, NIRPC staff member or NIRPC

  contractor will further his personal interests through the use of confidential information gained in the course of, or by reason of, his official position or activities in any way. (Code of Ethics, RCW 42.123).

• Loan amortization schedule

• Deed of trust or mortgage (as applicable)

• Agreement of prior lien holder (as applicable)

• A signed bank "turn-down" letter, or equivalent documentation, demonstrating that credit is not otherwise available.

• Board meeting minutes, resolutions, etc. confirming the approval of the LaPorte County RLF Managing Board

Loan Agreement Provisions

NIRPC will ensure that the LaPorte County RLF funds will be used as intended by following up with the applicant on a semi-annual basis in addition to reviewing any required reports from the applicant. Each loan agreement will clearly state the purpose of each loan. See 13 CFR 307.17(a). Staff will review all loan documents to ensure that the procedures in place protect and hold the Federal government harmless from and against all liabilities that the Federal government incur as a result of providing an RLF Grant to assist directly or indirectly in site preparation or construction, as well as the direct or indirect renovation or repair of any facility or site. See 13 CFR 307.10(c). Staff will review and go over all loan agreement provisions during the initial intake of application requirements and during the signing of documents for ensuring that prospective borrowers, consultants, or contractors are aware of and comply with the Federal statutory and regulatory requirements that apply to activities carried out with the RLF loans. These loan agreement provisions will also be reviewed at closing of the loan. All EDA RLF loans must include loan call stipulations for instances of noncompliance. See 13 CFR 307.10(b).

Loan Disbursement

Once all loan documents and agreements are mutually accepted by all parties, a signing with the applicant(s) is scheduled, and check is issued. After the applicant signs all necessary paperwork then the loan check is remitted. The applicant must pay in full the

$1,000 closing fee prior to the disbursement of any funds.

D. LOAN SERVICING PROCEDURES Loan Servicing

NIRPC will closely monitor the performance of all loans within the loan portfolio in order to improve opportunities for both the repayment of loans and for the success of the borrower. Loan servicing will be performed by NIRPC or NIRPC’s hired contractor(s), with recommendations from the LaPorte County RLF Managing Board. All contracting and procurement completed by NIRPC is conducted pursuant to Federal procurement regulations. Staff will provide accounting and loan collection services and provide a financial report to the Board at meetings, including a statement of individual account status.

Amended

Regional Revolving Loan Fund Management Plan for Lake, Porter and LaPorte Counties

CARES Act Recovery Assistance Revolving Loan Fund Management Plan (Date of Board Approval: 9/17/20)

3/18/2021

As soon as the potential project is considered ineligible, then: (1) the potential applicant will be informed of the decision (via email, phone call or letter) and the reasons why: and/or (2) the potential applicant will be provided with information and changes needed in order to qualify for the program. In either case, the applicant is invited to resubmit a proposal if the revised proposal appears to meet requirements.

Submittal Requirements from Each Applicant

If the potential project is considered eligible, then the following information must be submitted to create the loan application package:

• Application with $200 application fee

• Balance Sheet and Profit and Loss Statement

• A current Balance Sheet and a current Operating Statement (not over 90 days’ old).

• A pro forma Balance Sheet and projected Operating Statement for two years.

• Copies of the applicant’s last three years’ income tax statements.

• A brief narrative description of the proposed project, including:

  • The number of long-term jobs to be created (not including construction jobs).

  • Total project Cost.

  • Amount of loan requested.

  • Source of other required funds.

  • Purpose of loan (use of proceeds).

  • Term requested.

  • A history and description of the business.

  • The names of affiliates or subsidiary firms.

  • Complete outline of current debts.

  • Statement/description of the collateral for the project including terms.

  • Franchise agreement(s), if applicable.

• Environmental review (construction projects): Applicants must ensure that they are in compliance with 13 CFR 302; 13 CFR 314, the National Environmental Policy Act of 1969 and all other federal environmental mandates.

• Current personal financial statement of each proprietor, partner, and officer, and each stockholder with 50% or more ownership.

• Documentation of credit not otherwise available (bank letter).

• Signed release to check credit.

• SBA Form

• Any other pertinent information requested by the Board of Directors pertaining to the loan package.

Application Review and Credit/Financial Analysis

AGREEMENT BETWEEN THE NORTHWESTERN INDIANA REGIONAL PLANNING COMMISSION AND SOUTH SHORE CLEAN CITIES, INC., FOR THE PROVISION OF

PROFESSIONAL EDUCATION AND TRAINING SERVICES SERVICES JULY 1, 2021 –DECEMBER 31, 2022

WHEREAS, the Commission submitted a request to fund a Congestion Mitigation and Air Quality air quality education program targeting the general public and fleet operators; and

WHEREAS, the request specifically included South Shore Clean Cities as the sub-grantee to conduct education, outreach, and training to vehicle fleet operators within Lake, Porter, and LaPorte Counties; and

WHEREAS, the project was found eligible by the CMAQ Eligibility Committee; and

WHEREAS, the Commission has determined that public education in the form of training about the project and its air quality benefits would be highly beneficial; and

WHEREAS, Contractor has represented that it possesses the capability and expertise to provide these services in a timely manner; and

WHEREAS, the total dollars allocated for this Public Private Partnership activity within the Current Unified Planning Work Program Air Quality Public Education Work Plan are $450,000 of which

$360,000 is federal funding to be allocated as follows: NIRPC $11,700 and SSCC $438,300. South Shore Clean Cities will be reimbursed 80% of their allocated total not to exceed $350,640;

WHEREAS, the entire Air Quality Public Education project has been included in and approved by the Commission in the TIP;

NOW, THEREFORE, IT IS HEREBY AGREED AND UNDERSTOOD that the parties to this Agreement do mutually agree as follows:

1. Scope of Work: South Shore Clean Cities shall perform the services and provide the products to the satisfaction of the Commission as described in the scope of work (Attachment A to this Agreement) which is hereby made a part of this Agreement. The Commission requires prior approval of the procurement and use of any Sub-Contractors for this agreement and a copy of the executed agreement between the Contractor and Sub-Contractor.

   
   

2. Schedule: All work described in Attachment A shall be conducted within the time frame beginning July 1, 2021 and shall be completed in total no later than December 31, 2022.

   
   

3. Compensation: The maximum total amount, which may be paid to the Contractor for services performed in conjunction with this Agreement, is not to exceed $350,640 with contractor to document payment of an additional $87,660 toward activities in Attachment

   A. Total of $438,300 In documented services must be performed to receive the full reimbursement of $350,640.

   
   

4. Payment Provisions: The Commission shall reimburse the Contractor for services rendered in Attachment A upon submission and review by the Commission of claim

   vouchers for work accomplished during designated period on a quarterly basis in accordance with the following procedures:

   
   

   1. The Contractor shall submit invoices with progress reports to the Commission no less than quarterly and no more than monthly.

   2. The Contractor shall attach supporting documentation of time charges and copies of receipts for all other types of charges to its invoice. The Contractor shall attach copies of invoices with similar supporting documentation from pre-approved Subcontractors utilized in conjunction with this Agreement.

   3. NIRPC shall reimburse the Contractor 80% of total eligible documented expenses supporting the agreed upon scope of work. The remaining 20% shall remain the responsibility of South Shore Clean Cities as non-federal reimbursable match of the federal grant.

   
   

5. The Invoice shall be accompanied by a documentation of activities included in the Activity Report Summary portion of the invoice for which reimbursement is being claimed. Quarterly/Monthly Invoices are due on the dates specified in Attachment A. Failure to resolve questions or concerns may result in delay of payment processing. The Contractor may be required to provide documentation of Non-Federally reimbursed expenses included as match similar to reimbursed expense.

   
   

   1. Following its approval of the invoice and related materials submitted by the Contractor, the Commission shall invoice the Indiana Department of Transportation for payment. Payment to the contractor will be made within 10 days of receipt of federal funds from the state.

   2. All invoices with supporting documentation shall be mailed or emailed to: Marisol Manley,(mmanley@nirpc.org)

   Accounts Payable

   Northwestern Indiana Regional Planning Commission 6100 Southport Road

   Portage, IN 46368

   
   

6. Modifications: This agreement shall not be modified except in writing, signed by both parties to this agreement. The parties agree that the Commission may modify ATTACHMENT A – SCOPE OF SERVICES by adding, deleting, or modifying tasks, subtasks, and schedules or the content or quantity of products to be produced by the Contractor to the extent that such modifications have no upward or downward adjustment in the total cost of this agreement. Any adjustment in total cost for the services described in this agreement shall be negotiated between the Commission and the Contractor, shall be in writing, signed by both parties, and appended to this agreement.

   
   

7. Independent Contractor: Nothing in this agreement shall be construed as creating an employer/employee relationship between the Commission and the Contractor. The Contractor understands and agrees that any and all tax liability that might be assessed on fees paid by the Commission to the Contractor is its sole responsibility.

   
   

8. Insurance: The Contractor agrees to maintain comprehensive insurance including, but not limited to, Federal, State, or Local employers’ liability, workers’ compensation, social security unemployment compensation, comprehensive general liability insurance and

   automobile liability insurance with respect to its own employees in amounts customarily maintained in its industry and agrees that any liability arising out of the services rendered hereunder shall not be limited to the Contractor insurance coverage.

   
   

9. Indemnity: The Contractor shall defend, indemnify, protect and hold harmless the Commission, its officers, directors, employees, and independent contractors from any and all liability occasioned wholly or in part by any negligent act, failure to exercise the care customary in the profession, or errors or omission of the Contractor; including liability resulting from willful or intentional violation by the Contractor of proprietary rights, copyrights, or rights of privacy, arising out of the publication, translation, quotation, reproduction, delivery, use, performance, or disposition of data furnished by the Contractor, its independent contractors, agents or employees; including any and all expenses, legal or otherwise, incurred by the Commission in defense of any claim or suit arising out of services provided under this agreement.

   
   

10. Delays: The Contractor shall perform its services with due diligence upon receipt of a written notice to proceed from the Commission. Neither party shall be responsible for delays nor failure in performance due to causes beyond the reasonable control of either party. The Contractor will notify the Commission immediately of any event that will delay deliverables and provide the Commission with a written notice thereof specifying the reasons for the delay and actions planned to compensate for the delay in performance. The Commission will not unreasonably withhold an extension to the term of this agreement.

    
    

11. Termination: This agreement may be terminated, in whole, or in part, if the Commission shall determine that such termination is in its best interests. Upon receipt of written notice of termination from the Commission, thirty (30) days thereafter, the Contractor shall discontinue performance and refrain from incurring further costs unless otherwise directed; and within thirty (30) days deliver to the Commission all data, graphics, summaries, reports, and other information and materials the Contractor has accumulated in the performance of services under the agreement, whether completed or in process.

    
    

    If termination is for convenience, the Contractor shall be compensated for all services performed and reasonable costs incurred up to the effective date of termination subject to the elements of Compensation and Terms of Payment reference in other sections of this agreement.

    
    

12. Access to records: The Contractor hereby agrees to submit to the Commission, such annual or special financial and operating reports as the Commission may reasonably request. The Contractor also agrees to make available for the inspection, by any duly authorized agent of the Commission, any records, documents, leases, operation and use agreements and other instruments which affect the Operator and are pertinent to the project funded, in part, through this Agreement.

    
    

    The Contractor also agrees to permit the Commission, the Indiana State Board of Accounts, U.S. Secretary of Transportation, and the Comptroller General of the United States, or their authorized representatives, to inspect all work, materials, payrolls, and other data, and to audit the books, records, and accounts of the Contractor pertaining to the project funded, in part, through this Agreement.

    
    

13. Covenant Against Contingent Fees: The Contractor warrants that it has not:

    
    

    • Employed or retained for a commission, percentage, brokerage, contingent fee, or other consideration, any firm or person to solicit or secure this agreement, other than a bono fide employee of the firm;

    • Agreed, as an expressed or implied condition for obtaining this agreement, to employ or retain the services of any firm or person in connection with carrying out the agreement; or

    • Paid, or agreed to pay, to any firm, organization or person (other than a bona fide employee of the firm) any fee, contribution, donation, or consideration of any kind for, or in connection with, procuring or carrying out the agreement.

    
    

14. Successors and Assigns: This agreement shall be binding upon the Contractor and the Commission, their successors and assigns. The Contractor shall not assign, subcontract, transfer, or otherwise dispose of any interest in this agreement without the prior written approval of the Commission.

    
    

15. Confidentiality and Data Rights: The Contractor agrees to treat as confidential all proprietary or confidential information provided by the Commission and not divulge such information to their parties, or the Contractor’s employees except on a “need to know” basis.

    
    

16. Severability: Should any provision of this agreement at any time, be in conflict with any statute, administrative ruling, or regulation, or be unenforceable for any reason, then the provision shall continue in effect only to the extent that it remains valid. If any provision of this agreement becomes unenforceable, the remaining provisions of this agreement shall nevertheless remain in full force and effect.

    
    

17. Waiver and Interpretation: The failure of the Commission or the Contractor to insist upon strict adherence to any term of this agreement at any time shall not be considered a waiver. Any waiver of any term of this agreement must be in writing and signed by both parties. The Commission’s determination as to the true meaning and intent of any ambiguities in the agreement shall be final and conclusive.

    
    

18. Civil Rights: The Contractor agrees that it will not discriminate against any employee or applicant for employment on the basis of race, color, creed, sex, disability, age, or national origin. The Contractor agrees to take affirmative action to ensure that applicants are employed and that employees are treated during employment, without regard to their race, color, creed, sex, disability, age or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation; and selection for training, including apprenticeship.

    
    

19. No Federal Obligations to Third Parties: Absent the federal government’s express written consent, the federal government shall not be subject to any obligations or liabilities to any sub-recipient, third party contractor, or any other person not a party to the grant agreement in connection with the performance of activities for the project. Notwithstanding, any concurrence provided by the federal government in or approval of any solicitation, sub-agreement, or third-party contract, the federal government continues to have no obligation or liabilities to any party, including the sub-recipient and third-party contractor.

20. Applicability of federal requirements: The Contractor agrees that it will abide by and fulfill all requirements of the federal government that are applicable to this agreement.

    
    

21. Authorized Representatives: The Commission’s authorized, administrative representative for these services is Ms. Talaya Jones, Chief Financial Officer. The authorized technical project manager is Ms. Katherine Luther, Chief of Staff and Environmental Director.

    
    

    All notices required or permitted under this agreement shall be in writing and shall be deemed sufficiently served by first class mail addressed:

    
    

    TO: TO:

    
    

    Northwestern Indiana Regional

    Planning Commission South Shore Clean Cities, Inc.

    6100 Southport Road 10115 Ravenwood, Dr. Suite B

    Portage, Indiana 46368 St. John, IN 46373

    (219) 763-6060 (219)-644-3690

    kluther@nirpc.org clisek@southshorecleancities.org

    
    

22. Applicable Law: This agreement shall be governed by and construed in accordance with the laws of the State of Indiana.

    
    

23. Entire Agreement: This agreement and all attachments hereto, together with any documents incorporated by reference, constitute the entire agreement between the parties. The Contractor hereby certifies that it shall comply with all provisions of this agreement. This agreement supersedes all other written or verbal agreements between the Commission and the Contractor with respect to the matters covered herein.

IN WITNESS WHEREOF, the duly authorized officers of the respective parties hereto have executed the Agreement as of this                  day of              2021.

SOUTH SHORE CLEAN CITIES, INC. NORTHWESTERN INDIANA REGIONAL

PLANNING COMMISSION

BY:                                                                   BY:                                                                      

Carl Lisek, Executive Director Tyson Warner, Executive Director

ATTEST:

Kathy Luther, Chief of Staff

ATTACHMENT A – SCOPE OF WORK 2020

July 1, 2021 –December 31, 2022

South Shore Clean Cities Air Quality Public Education and Outreach Program

The Northwestern Indiana Regional Planning Commission (NIRPC) is contracting with South Shore Clean Cities, Inc. (Contractor) to implement aspects of the Northwest Indiana Air Quality Public Education and Outreach program focusing on diesel vehicles and fleets.

The NIRPC and SSCC relationship represents a public-private partnership project, which is an eligible activity under CMAQ. NIRPC has included the fleet education, outreach, and training activities performed by SSCC in the2021-2022 UPWP. The Contractor has an established relationship with many private and public sector vehicle fleet operators in Northwest Indiana. They have successfully participated in a competitive CMAQ grant application process, and this activity of the partnership has been found eligible and approved by state and federal agencies responsible for these funds.

Contractual Responsibilities:

The Region brand and education and outreach campaign is focused specifically on coordination/leverage of area resources and efforts to raise awareness of the importance of air quality forecasts, provide education on the effects of pollutants including ozone and particulate matter and encourage voluntary actions to reduce air pollution from transportation sources and promote moving toward cleaner air.

NWI Air Quality Public Education and Outreach

• Media and marketing campaigns, advertising, “It All Adds Up to Cleaner Air, “Region Man” (Examples could include: print, billboards, radio, social media, etc., paid advertising) and social media campaigns, Green Fleet Radio, and management of regional air quality website.

  
  

• Partner with Solid Waste Management Districts and/or Cities to continue gas can exchange program in cooperation with household hazardous waste collections. Procurement and purchase of gas cans for these exchanges.

  
  

  Partners for Clean Air Support

  
  

  1. Act as liaison between NIRPC and NWI Partners for Clean Air

  2. Manage Partners for Clean Air Facebook page and Social Media.

  3. Assist Partners for Clean Air with event planning, marketing and communications

  
  

  NWI Green Fleets:

  Public and Private Fleets, School and Transit, Port, Freight/Logistics/EV Readiness

  
  

  1. Green Fleets provides opportunities for training, one-on-one technical support and grant readiness, for many varieties of professional fleet operators in Northwest Indiana. The program also includes peer learning events, webinars, and recognition programs. South Shore Clean Cities will continue to operate the NWI Green Fleets Program including special targeting focus on:

     1. Provide individualized fleet emission assessments and emission reduction planning for up to 50 fleets.

     2. Implement transformational local projects that reduce diesel on-road, non-road emissions

     3. Work with transit and community operators to reduce emissions from their fleets.

     4. Provide a series of workshops/Webinars and training related to clean air, clean fuels and emission reduction technology.

     5. Report on Green Fleets at the Technical Planning Committee, Environmental Management and Policy Committee, Transit Operators Roundtable, Full Commission, Legislative Committee or other NIRPC committees as needed

     6. Operate annual Green Fleets Award and recognition program

     7. Initiate local opportunities for EV Readiness within Lake, Porter, and LaPorte Counties. This will include but not be limited to: Workplace Charging, grow overall support of electric, work with state entities in implementation of projects and opportunities

  
  

  The Port of Indiana-Burns Harbor is an essential transportation hub in the Region, yet is largely out of sight and therefore out of mind for residents and leaders alike. This program aims to work with the Port of Indiana-Burns Harbor and its clients as well as other related industrial partners intermodal facilities such as Buffington Harbor to:

  
  

  1. Create and implement idle/emission reduction programs.

  2. Conduct workshops on truck marshalling, including demonstrations on technologies and sustainable fuels that reduce emissions and operating costs

  3. Investigate and share best practices for last mile technologies for the goods movement sector

  4. Consider partnership with Indiana Dunes National Lakeshore and/or Indiana Dunes Learning Center for promoting clean air at the Port of Indiana-Burns Harbor with programs supporting same for trucks traveling in and out of the Port & through key sections of Indiana Dunes National Lakeshore.

  5. Green Drayage- work with local steel haulers, freight and logistics organizations to reduce emissions from drayage vehicles.

  
  

  Contract Deliverables:

  Task deliverables:

  
  

  • Increase knowledge and perception change of air quality among Northwest Indiana residents, leaders, decision makers and businesses.

  • Competitive Procurement and purchase of approximately 1000 gas cans for exchange

  • 50 diesel fleet emission and vehicle inventories. (SSCC)

  • NWI Clean Air Website (SSCC)

  • 4 Targeted Audience Workshops (SSCC)

  • Presence at a minimum of 5 regional events (SSCC)

  • Increased social media metrics (SSCC)

SFY 2022 Data Reporting and Deliverables Plan

Contractual Period: July 1, 2021 through Dec 30, 2022

ATTACHMENT B

NON-COLLUSION AFFIDAVIT

The undersigned Proposer, being duly sworn on oath, says that he has not, nor has any other member, representative, or agent of the firm, company, corporation or partnership represented by him, entered into any combination, collusion or agreement with any person from Proposing not to induce anyone to refrain from Proposing, and that this Proposal is made without reference to any other Proposal and without any agreement, understanding or combination with any other person in reference to such Proposing. He further says that no person or persons, firms, or corporation has, have or will receive directly or indirectly, any rebate, fee, gift, commission or thing of value on account of such sale.

South Shore Clean Cities, Inc.                                Proposer

By: Carl Lisek, Executive Director

Date

ATTACHMENT C

CERTIFICATION REGARDING LOBBYING

49 CFR Part 20 - Appendix A

Certification For Contracts, Grants, Loans, And Cooperative Agreements

The undersigned certifies, to the best of his or her knowledge and belief, that:

1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement.

   
   

2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, ``Disclosure Form to Report Lobbying,'' in accordance with its instructions.

   
   

3. The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly.

This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

Signature of Contractor’s Authorized Official

Carl Lisek, Executive Director, South Shore Clean Cities, Inc.

Name and Title of Contractor’s Authorized Official

Date

ATTACHMENT D

CERTIFICATION OF COMPLIANCE WITH GOVERNMENT-WIDE DEBARMENT, SUSPENSION, INELIGIBLITIY AND VOLUNTARY EXCLUSION PROVISIONS – LOWER TIER COVERED TRANSACTIONS

In regard to 49 CFR Part 29 and Executive Order 12549

By signing and submitting this bid or proposal, the prospective lower tier participant is providing the signed certification set out below in accordance with the following instructions:

1. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, NIRPC may pursue available remedies, including suspension and/or debarment.

2. The prospective lower tier participant shall provide immediate written notice to NIRPC if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances.

3. The terms "covered transaction," "debarred," "suspended," "ineligible," "lower tier covered transaction,"

   :"participant," "persons," "lower tier covered transaction," "principal," "proposal," and "voluntarily excluded," as used in this clause, have the meanings set out in the Definitions and Coverage sections of rules implementing Executive Order 12549 [49 CFR Part 29]. You may contact NIRPC for assistance in obtaining a copy of those regulations.

4. The prospective lower tier participant agrees by submitting this proposal that should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized in writing by NIRPC.

5. The prospective lower tier participant further agrees by submitting this proposal that it will include the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion - Lower Tier Covered Transaction", without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions.

6. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not required to, check the Nonprocurement List issued by U.S. General Service Administration.

7. Nothing contained in the foregoing shall be construed to require establishment of system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.

8. Except for transactions authorized under Paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to all remedies available to the Federal Government, NIRPC may pursue available remedies including suspension and/or debarment.

Pursuant to the above instructions:

1. The prospective lower tier participant certifies, by submission of this bid or proposal, that neither it nor its "principals" [as defined at 49 C.F.R. § 29.105(p)] is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency.

2. When the prospective lower tier participant is unable to certify to the statements in this certification, such prospective participant shall attach an explanation to this proposal.

Signature of Contractor's Authorized Official

Carl Lisek, Executive Director, South Shore Clean Cities, Inc.

Name and Title of Contractor's Authorized Official

37

Date

ATTACHMENT E

EMPLOYMENT ELIGIBILITY VERIFICATION

South Shore Clean Cities, Inc. affirms under the penalties of perjury that it does not knowingly employ an unauthorized alien.

South Shore Clean Cities, Inc. shall enroll in and verify the work eligibility status of all its newly hired employees through the Federal E-Verify program as defined in IC 22-5-1.7-3. South Shore Clean Cities, Inc. is not required to participate should the Federal E-Verify program cease to exist. South Shore Clean Cities, Inc. shall not knowingly employ or contract with an unauthorized alien. South Shore Clean Cities, Inc. shall not retain an employee or contract with a person that South Shore Clean Cities, Inc. subsequently learns is an unauthorized alien.

South Shore Clean Cities, Inc. shall require its subcontractors, who perform work under this contract, to certify to NIRPC that the subcontractor does not knowingly employ or contract with an unauthorized alien and that the subcontractor has enrolled and is pa1ticipating in the Federal E-Verify program. South Shore Clean Cities, Inc. agrees to maintain this certification throughout the duration of the term of this agreement with the NIRPC and during the term of any subsequent contract with a subcontractor performing work under this agreement.

The NIRPC may terminate for default if South Shore Clean Cities, Inc. fails to cure a breach of this provision no later than thirty (30) days after being notified by the NIRPC.

South Shore Clean Cities, Inc.

Signed:                                                             

Printed Name: Carl Lisek                               

Title: Executive Director                                  

Date:                                                                

ATTACHMENT F CERTIFICATION IN NO INVESTMENT IN IRAN

As required by IC 5-22- 16.5, South Shore Clean Cities, Inc. certified that the it is not engaged in investment activities in Iran. Providing false ce1tification may result in the consequences listed in IC 5-22-16.5-14, including termination of this Contract and denial of future state contracts, as well as imposition of a civil penalty.

South Shore Clean Cities, Inc.

Signed:                                                             

Printed Name: Carl Lisek                               

Title: Executive Director                                  

Date: