HomeMy WebLinkAbout09-179 Resolution No. 09-179
RESOLUTION
AUTHORIZING EXECUTION OF AN AGREEMENT WITH
LAND VISION, INC. FOR PREPARATION OF THE NATIONAL STREET
STATION AREA PLAN
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,ILLINOIS,that
Sean Stegall, City Manager, and Diane Robertson, City Clerk, be and are hereby authorized and
directed to execute an agreement on behalf of the City of Elgin with Land Vision, Inc. for
preparation of the National Street Station Area Plan,a copy of which is attached hereto and made a
part hereof by reference.
s/Ed Schock
Ed Schock, Mayor
Presented: August 12, 2009
Adopted: August 12, 2009
Omnibus Vote: Yeas: 7 Nays: 0
Attest:
s/Diane Robertson
Diane Robertson, City Clerk
AGREEMENT
THIS AGREEMENT is made and entered into this 13th day of May , 2009, by and
between the CITY OF ELGIN,an Illinois municipal corporation(hereinafter referred to as"CITY")
and LAND VISION, INC., an Illinois corporation (hereinafter referred to as"CONSULTANT").
WHEREAS,the CITY has entered into an agreement with the Regional Transportation Authority,a
Municipal Corporation created under the laws of Illinois (hereinafter referred to as the"RTA")for
the purpose of completing the preparation of the NATIONAL STREET STATION AREA PLAN
(hereinafter referred to as the PROJECT); and,
WHEREAS,the CITY has made application to the RTA for financial and technical assistance for the
PROJECT in accordance with the procedures established by the RTA; and,
WHEREAS,the CITY's application has been reviewed and approved by the RTA; and,
WHEREAS,the CITY desires to engage the CONSULTANT to furnish certain professional services
in connection with the completion of the PROJECT; and,
WHEREAS,the CONSULTANT represents that he is in compliance with Illinois Statutes relating to
professional registration of individuals and has the necessary expertise and experience to furnish
such services upon the terms and conditions set forth herein below.
NOW,THEREFORE,it is hereby agreed by and between the CITY and the CONSULTANT that the
CITY does hereby retain the CONSULTANT for and in consideration of the mutual promises and
covenants contained herein,the sufficiency of which is hereby acknowledged to perform the services
relating to the PROJECT as described herein, subject to the following terms and conditions and
stipulations,to-wit:
1. SCOPE OF SERVICES
A. All work hereunder shall be performed under the direction of the Community
Development Group Director of the CITY,or his designee,hereinafter referred to as
the"DIRECTOR".
B. CONSULTANT shall perform the services for the PROJECT as outlined in
CONSULTANT'S Scope of Services contained within the proposal for the National
Street Station Area Plan dated September 17,2008,attached hereto as Attachment A.
2. PROGRESS REPORTS
A. A project schedule for the Project is included within Attachment A. Progress will be
recorded on the project schedule and submitted monthly as a component of the Status
Report described in Section 2.B below.
B. The CONSULTANT will submit to the DIRECTOR reports containing the
deliverables as outlined in the Scope of Services contained within the proposal for
the National Street Station Area Plan dated September 17,2008, attached hereto as
Attachment A.A brief narrative will accompany the deliverable identifying progress,
findings and outstanding issues.
3. WORK PRODUCTS
All work products prepared by the CONSULTANT pursuant hereto including, but not
limited to,reports,plans,designs,calculations,work drawings,studies,photographs,models
and recommendations shall be the property of the CITY and shall be delivered to the CITY
upon request of the DIRECTOR provided, however, that the CONSULTANT may retain
copies of such work products for its records. Such work products are not intended or
represented to be suitable for reuse by the CITY on any extension to the PROJECT or on any
other project, and such reuse shall be at the sole risk of the CITY without liability or legal
exposure to the CONSULTANT.
4. PAYMENTS TO THE CONSULTANT
A. For services provided,the CONSULTANT shall be paid at the rate of its personnel
and subcontractors employed on the PROJECT as set forth in the Cost and Price
Analysis—Professional Services Contracts:Form 4400,and Table A:National Street
Station Area Plan—Level of Effort and Cost Summary,of CONSULTANT attached
hereto as Exhibits B.1 and B.2, with the total fee to be paid to the CONSULTANT
not to exceed $100,000.00, such total fee comprising 80% in the amount of
$80,000.00 being paid by the RTA, herein referred to as the RTA AGREEMENT
AMOUNT, and 20% in the amount of$20,000.00 being paid by the CITY herein
referred to as the LOCAL SHARE, said amounts as outlined in the AGREEMENT
between the CITY and RTA dated , regardless of the actual time
expended or the actual costs incurred by the CONSULTANT unless substantial
modifications to the scope of the work are authorized in writing by the CITY and
RTA, and approved by way of written amendment to this Agreement.
B. Any Reimbursable expenses of the CONSULTANT are included within the above-
referenced not-to-exceed total fee of$100,000.00.
C. The CITY shall make periodic payments to the CONSULTANT based upon actual
progress within 30 days after receipt and approval of invoice. Said periodic
payments to the CONSULTANT shall not exceed the amounts set forth in Exhibit
B.2,and full payments for each task shall not be made until the task is completed and
accepted by the DIRECTOR.
5. INVOICES
A. The CONSULTANT shall submit invoices in a format approved by the CITY.
Progress reports (2B above) shall be included with all payment requests.
B. The CONSULTANT shall maintain records showing actual time devoted and cost
incurred. The CONSULTANT shall permit the authorized representative of the
CITY to inspect and audit all data and records of the CONSULTANT for work done
under this Agreement. The CONSULTANT shall make these records available at
reasonable times during the Agreement period,and for five(5)years after termination
of this Agreement.
6. TERMINATION OF AGREEMENT
Notwithstanding any other provision hereof,the CITY may terminate this Agreement at any
time upon fifteen(15)days prior written notice to the CONSULTANT.In the event that this
Agreement is so terminated, the CONSULTANT shall be paid for services actually
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performed and reimbursable expenses actually incurred prior to termination, except that
reimbursement shall not exceed the task amounts set forth under Paragraph 4 above.
7. TERM
This Agreement shall become effective as of the date the CONSULTANT is given a notice to
proceed and, unless terminated for cause or pursuant to paragraph 6, shall be deemed
concluded on the date the CITY determines that all of the CONSULTANT'S work under this
Agreement is completed. A determination of completion shall not constitute a waiver of any
rights or claims which the CITY may have or thereafter acquire with respect to any term or
provision of the Agreement.
8. NOTICE OF CLAIM
If the CONSULTANT wishes to make a claim for additional compensation as a result of
action taken by the CITY,the CONSULTANT shall give written notice of his claim within
15 days after occurrence of such action. No claim for additional compensation shall be valid
unless so made. Any changes in the CONSULTANT'S fee shall be valid only to the extent
that such changes are included in writing signed by the CITY and the CONSULTANT.
Regardless of the decision of the DIRECTOR relative to a claim submitted by the
CONSULTANT,all work required under this Agreement as determined by the DIRECTOR
shall proceed without interruption.
9. BREACH OF CONTRACT
If either party violates or breaches any term of this Agreement,such violation or breach shall
be deemed to constitute a default, and the other party has the right to seek such
administrative, contractual or legal remedies as may be suitable to the violation or breach;
and, in addition, if either party,by reason of any default, fails within fifteen (15) days after
notice thereof by the other party to comply with the conditions of the Agreement,the other
party may terminate this Agreement. Notwithstanding the foregoing,or anything else to the
contrary in this Agreement, with the sole exception of an action to recover the monies the
CITY has agreed to pay to the CONSULTANT pursuant to paragraph 4 hereof, no action
shall be commenced by the CONSULTANT against the CITY for monetary damages.
10. INDEMNIFICATION
To the fullest extent permitted by law,CONSULTANT agrees to and shall indemnify,defend
and hold harmless the CITY,its officers,employees,agents,boards and commissions from
and against any and all claims, suits, judgments, costs, attorneys fees, damages or other
relief,including but not limited to workers compensation claims,in any way resulting from
or arising out of negligent actions or omissions of the CONSULTANT in connection
herewith,including negligence or omissions of employees or agents of the CONSULTANT
arising out of the performance of this Agreement. In the event of any action against the
CITY,its officers,employees,agents,boards or commissions,covered by the foregoing duty
to indemnify,defend and hold harmless such action shall be defended by legal counsel of the
CITY'S choosing. The provisions of this paragraph shall survive any expiration,completion
and/or termination of this Agreement.
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11. NO PERSONAL LIABILITY
No official,director, officer, agent or employee of the CITY shall be charged personally or
held contractually liable under any term or provision of this Agreement or because of their
execution, approval or attempted execution of this Agreement.
12. INSURANCE
A. Comprehensive Liability. The CONSULTANT shall provide,pay for and maintain
in effect, during the term of this Agreement, a policy of comprehensive general
liability insurance with limits of at least$1,000,000 aggregate for bodily injury and
$1,000,000 aggregate for property damage.
The CONSULTANT shall deliver to the DIRECTOR a Certification of Insurance
naming the CITY as additional insured. The policy shall not be modified or
terminated without thirty(30) days prior written notice to the DIRECTOR.
The Certificate of Insurance which shall include Contractual obligation assumed by
the CONSULTANT under Article 10 entitled"Indemnification" shall be provided.
This insurance shall apply as primary insurance with respect to any other insurance or
self-insurance programs afforded to the CITY. There shall be no endorsement or
modification of this insurance to make it excess over other available insurance,
alternatively,if the insurance states that it is excess or prorated,it shall be endorsed
to be primary with respect to the CITY.
B. Comprehensive Automobile Liability. Comprehensive Automobile Liability
Insurance covering all owned,non-owned and hired motor vehicles with limits of not
less than $500,000 per occurrence for damage to property.
C. Combined Single Limit Policy. The requirements for insurance coverage for the
general liability and auto exposures may be met with a combined single limit of
$1,000,000 per occurrence subject to a$1,000,000 aggregate.
D. Professional Liability. The CONSULTANT shall carry CONSULTANT'S
Professional Liability Insurance Covering claims resulting from error,omissions or
negligent acts with a combined single limit of not less than $1,000,000 per
occurrence. A Certificate of Insurance shall be submitted to the DIRECTOR as
evidence of insurance protection. The policy shall not be modified or terminated
without thirty(30) days prior written notice to the DIRECTOR.
13. CONSTRUCTION MEANS,METHODS,TECHNIQUES, SEQUENCES,
PROCEDURES AND SAFETY
The CONSULTANT shall not have control over or charge of and shall not be responsible for
construction means,methods,techniques,sequences or procedures,or for safety precautions
and programs in connection with the construction,unless specifically identified in the Scope
of Services.
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14. NONDISCRIMINATION
In all hiring or employment made possible or resulting from this Agreement,there shall be no
discrimination against any employee or applicant for employment because of sex,age,race,
color,creed,national origin,marital status,of the presence of any sensory,mental or physical
handicap, unless based upon a bona fide occupational qualification, and this requirement
shall apply to, but not be limited to, the following: employment advertising, layoff or
termination,rates of pay or other forms of compensation and selection for training,including
apprenticeship.
No person shall be denied or subjected to discrimination in receipt of the benefit of any
services or activities made possible by or resulting from this Agreement on the grounds of
sex,race, color, creed,national origin, age except minimum age and retirement provisions,
marital status or the presence of any sensory,mental or physical handicap. Any violation of
this provision shall be considered a violation of a material provision of this Agreement and
shall be grounds for cancellation, termination or suspension, in whole or in part, of the
Agreement by the CITY.
15. ASSIGNMENT AND SUCCESSORS
This Agreement and each and every portion thereof shall be binding upon the successors and
the assigns of the parties hereto; provided, however, that no assignment shall be made
without the prior written consent of the CITY.
16. DELEGATIONS AND SUBCONTRACTORS
Any assignment,delegation or subcontracting shall be subject to all the terms,conditions and
other provisions of this Agreement and the CONSULTANT shall remain liable to the CITY
with respect to each and every item,condition and other provision hereof to the same extent
that the CONSULTANT would have been obligated if it had done the work itself and no
assignment, delegation or subcontract had been made. Any proposed subcontractor shall
require the CITY'S advanced written approval.
17. NO CO-PARTNERSHIP OR AGENCY
This Agreement shall not be construed so as to create a partnership, joint venture,
employment or other agency relationship between the parties hereto.
18. SEVERABILITY •
The parties intend and agreed that, if any paragraph, sub-paragraph,phrase,clause or other
provision of this Agreement, or any portion thereof, shall be held to be void or otherwise
unenforceable, all other portions of this Agreement shall remain in full force and effect.
19. HEADINGS
The headings of the several paragraphs of this Agreement are inserted only as a matter of
convenience and for reference and in no way are they intended to define,limit or describe the
scope of intent of any provision of this Agreement, nor shall they be construed to affect in
any manner the terms and provisions hereof or the interpretation or construction thereof.
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20. MODIFICATION OR AMENDMENT
This Agreement and its attachments constitutes the entire Agreement of the parties on the
subject matter hereof and may not be changed,modified,discharged or extended except by
written amendment duly executed by the parties. Each party agrees that no representations or
warranties shall be binding upon the other party unless expressed in writing herein or in a
duly executed amendment hereof, or change order as herein provided.
21. APPLICABLE LAW
This Agreement shall be deemed to have been made in,and shall be construed in accordance
with the laws of the State of Illinois. Venue for the resolution of any disputes or the
enforcement of any rights pursuant to this Agreement shall be in the Circuit Court of Kane
County, Illinois.
22. NEWS RELEASES
The CONSULTANT may not issue any news releases without prior approval from the
DIRECTOR, nor will the CONSULTANT make public proposals developed under this
Agreement without prior written approval from the DIRECTOR prior to said documentation
becoming matters of public record.
23. COOPERATION WITH OTHER CONSULTANTS
The CONSULTANT shall cooperate with any other consultants in the CITY'S employ or any
work associated with the PROJECT.
24. INTERFERENCE WITH PUBLIC CONTRACTING
The CONSULTANT certifies hereby that it is not barred from bidding on this contract as a
result of a violation of 720 ILCS 5/33E et seq.or any similar state or federal statute regarding
bid rigging.
25. SEXUAL HARASSMENT
As a condition of this contract, the CONSULTANT shall have written sexual harassment
policies that include, at a minimum, the following information:
A. the illegality of sexual harassment;
B. the definition of sexual harassment under state law;
C. a description of sexual harassment, utilizing examples;
D. the vendor's internal complaint process including penalties;
E. the legal recourse,investigative and complaint process available through the Illinois
Department of Human Rights, and the Illinois Human Rights Commission;
F. directions on how to contact the department and commission;
G. protection against retaliation as provided by Section 6-101 of the Human Rights Act.
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A copy of the policies shall be provided by CONSULTANT to the Department of Human
Rights upon request 775 ILCS 5/2-105.
26. SUBSTANCE ABUSE PROGRAM. As a condition of this agreement, CONSULTANT
shall have in place a written substance abuse prevention program which meets or exceeds the
program requirements in the Substance Abuse Prevention Public Works Project Act at 820
ILCS 265/1 et seq. A copy of such policy shall be provided to the City's Assistant City
Manager prior to the entry into and execution of this agreement.
27. WRITTEN COMMUNICATIONS
All recommendations and other communications by the CONSULTANT to the DIRECTOR
and to other participants which may affect cost or time of completion, shall be made or
confirmed in writing. The DIRECTOR may also require other recommendations and
communications by the CONSULTANT be made or confirmed in writing.
28. NOTICES
All notices, reports and documents required under this Agreement shall be in writing and
shall be mailed by First Class Mail,postage prepaid, addressed as follows:
A. As to CITY:
Sarosh Saher
Senior Planner
City of Elgin
150 Dexter Court
Elgin, Illinois 60120-5555
B. As to CONSULTANT:
David M. Waden
Principal
Land Vision, Inc.
116 West Main Street, Suite#208
St. Charles, Illinois, 60174
29. COMPLIANCE WITH LAWS
Notwithstanding any other provision of this AGREEMENT it is expressly agreed and
understood that in connection with the performance of this AGREEMENT that the
CONSULTANT shall comply with all applicable Federal,State,City and other requirements
of law,including,but not limited to,any applicable requirements regarding prevailing wages,
minimum wage, workplace safety and legal status of employees. Without limiting the
foregoing, CONSULTANT hereby certifies, represents and warrants to the CITY that all
CONSULTANT'S employees and/or agents who will be providing products and/or services
with respect to this AGREEMENT shall be legal residents of the United States.
CONSULTANT shall also at its expense secure all permits and licenses,pay all charges and
fees and give all notices necessary and incident to the due and lawful prosecution of the
work, and/or the products and/or services to be provided for in this AGREEMENT. The
CITY shall have the right to audit any records in the possession or control of the
CONSULTANT to determine CONSULTANT'S compliance with the provisions of this
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section. In the event the CITY proceeds with such an audit the CONSULTANT shall make
available to the CITY the CONSULTANT'S relevant records at no cost to the CITY.
30. REGIONAL TRANSPORTATION AUTHORITY AGREEMENT
The agreement between the REGIONAL TRANSPORTATION AUTHORITY and the
CITY,dated May 12, 2009 ,and relating to the PROJECT,is attached hereto as
ATTACHMENT C and incorporated herein by this reference(the"RTA AGREEMENT").
CONSULTANT agrees to adhere to and comply with all applicable provisions of the RTA
AGREEMENT as though fully set forth within this AGREEMENT
IN WITNESS WHEREOF,the parties hereto have entered into and executed this agreement
effective as of the date and year first written above.
FOR THE CITY: FOR THE CONSULTANT:
By: A• By:
Ci Manager Principal
Attest:
City Clerk
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Exhibit A
W wirr. City of Elgin
NATIONAL STREET
STATION AREA PLAN
rgAi
LANDVISION SCOPE OF SERVICES
The consultants will provide communication concerning the findings from each of the tasks
throughout the planning process. We will prepare a project status report each month identifying what
tasks have been performed and their relation to the work schedule. We will work with the City to
disseminate information via available print and electronic media including the local press, local cable
television, City newsletters, and community meetings.
The consultant team will maintain a website devoted to the project containing regular project updates
and downloadable documents for review, and input/comment opportunities for citizens. The objective
is to provide the City with a current accounting of the project's status to achieve timely completion and
adoption of the recommendations.
PROJECT MANAGEMENT
Steering Committee Review of Draft Deliverables:
While the Steering Committee (consisting of representatives from the RTA, Metra and Pace as well
as City staff)will provide comments on the draft summary reports and products, all of these products
will remain in draft form throughout the course of the project and will not be revised, except where
noted. Any portions of these products that are incorporated into the Final Report will include relevant
comments from the Steering Committee. The only deliverable from the scope of work that will be
considered"final" is the Final Report described in Task 4.4.
Steering Committee Flow of Comments:
All Steering Committee comments on the draft deliverables should be provided directly to the City of
Elgin. The City will then consolidate all comments and contact Steering Committee members as
needed to clarify issues or resolve any conflicts. One set of comments for each draft deliverable will
then be presented to the consulting team. Copies of this one set of comments will also be provided to
the entire Steering Committee, so everyone understands which comments were provided to the
consultant. As noted above, any portions of the draft deliverables that are incorporated into the Final
Report by the consulting team will include relevant comments made by the Steering Committee.
PHASE 1: DISCOVERY
r r
Task 1.1: Kick-Off Meeting
The consultant team will meet with the representatives of the Project Team (Steering Committee)to
review current planning initiatives, to introduce the concept of transit-oriented development and
discuss its potential impacts on the study area and overall City. The consultant team will also create
a Community Participation Plan for the planning process. The Community Participation Plan will
address matters of identifying stakeholders to target for invitation to participate in the process, the
methods for advertising or calling attention to the effort, and techniques for optimizing public
participation. The publicity campaign may include distribution of posters at key City locations, post
cards, newsletter articles, and invitations to key stakeholders, to name a few options. These items
will be prepared by Land Vision for distribution /posting by the City. Finally, the consultant team will
present in detail, anticipated timelines for the various tasks, deliverables for each task, and the
sources and availability of background data and information to be reviewed as part of the Plan.
Deliverable
A summary of the input collected during the Kick-Off meeting and development of a Community
Participation Plan containing a list of stakeholders and methods to involve the community. A revised
project timeline and list of deliverables, as appropriate. This summary will be provided to members of
the Steering Committee for review. The summary will be provided electronically in PDF format for
distribution to the stakeholders and other members of the community as desired.
Task 1.2: Visual Station Area Assessment
The consultants will conduct a tour to develop a detailed visual assessment of the study area and as
identified by the City in its Request for Proposals. The objective of this task is to clearly delineate the
context in which the study area lies. To this end, the consultants will identify defining characteristics,
and potential opportunities and limitations. This task will involve a visual assessment of
representative development areas in Elgin concentrating on accessibility and circulation, building
massing, composition, orientation, fenestration, streetscaping, and wayfinding/signage
characteristics, as well as structures, parking, open space, natural areas, and other elements viewed
as acceptable or unacceptable within the community.
Deliverable
A visual assessment report containing images of various development and transportation typologies,
streetscape and architectural characteristics, and maps of land use, transportation, and transit
conditions within the study area. This report will be provided to the Steering Committee for review
along with the deliverables from Task 1.3. The document will be provided electronically in PDF
format for distribution to the steering committee.
Task 1.3: Background Data Review/Existing Conditions Inventory
The consultants will review various documents and supporting materials including historic patterns of
development, City Codes, and prior and ongoing projects and recommendations which might
influence the recommendations of the Station Area Plan. We will review all City ordinances
regulating or impacting public and private design in the study area (e.g. capital improvement plan,
land use plans, zoning ordinances, special overlay districts, parking lot requirements, historic districts,
etc.). During this phase of the study, the consultant team will conduct interviews with representatives
of the City, Pace, IDOT, Metra, property owners, developers, and other entities as identified by the
community participation plan with the goal to fully understand the issues impacting the National Street
station area and surrounding neighborhoods. The consultant team will also conduct a comprehensive
inventory or existing conditions within the study area. The documents reviewed and information
collected as part of this task will include, but not be limited to:
• Zoning Map &Zoning Code
• Subdivision Code
• Comprehensive Plan
• Capital Improvement Plan
• Riverfront/Center City Master Plan 2000
• Regional Land Use Plans
• Pace studies and reports
• Metra origin ridership data, mode of access and fares
• Metra station locations near study area
• Traffic Volumes along major streets in study area
• Architectural/Streetscape Guidelines (as available)
• Signage and Wayfinding Programs
• Other Development Codes promoting mixed-Use development
• Study area and surrounding land uses and development density massing;
• undeveloped or underdeveloped parcels;
• identification and locations of major employment, retail, recreation, and civic/institutional
activity areas;
• right-of-way hierarchy, geometry, and signalization;
PROPOSAL FOR PLANNING AND CONSULTING SERVICES
• traffic volumes (24 hours & AM/PM peak hour) along major streets and
• Pace routes, ridership data, modes of access, origin of riders and fares;
• formal and informal pedestrian circulation routes and connectivity via sidewalks, bicycle and
walking paths;
• parks, open spaces, natural areas within or adjacent to study area;
• automobile and pedestrian wayfinding and signage systems;
• on-street and off-street parking options for automobile and bicycle transportation modes; and
• architectural characteristics and streetscape amenities (e.g. benches, lighting, bus shelters,
bollards, kiosks, planters, bicycle racks, trash receptacles, pavers, and building placement).
The data collected as part of the existing conditions inventory will be used to document the base line
conditions impacting land use, transportation, and transit opportunities within the study area.
Deliverable
A summary memorandum and supporting map, graphic, and photographic representations of the
documented existing conditions of the transportation, transit, land use, economic development and
physical conditions within the study area boundaries will be prepared and provided to the Steering
Committee for review. This document will include all information compiled as a result of activities and
information gathering under tasks 1.1, 1.2 and 1.3. The document will be provided electronically in
PDF format for distribution to the steering committee.
Task 1.4: Real Estate Market Assessment
The market assessment report is essential to create a practical and successful concept plan for the
National Street station area. The consultant team will prepare a real estate market assessment that
will assist the consultant team to better understand potential market conditions and thereby provide
appropriate development recommendations.
The consultant team will evaluate the current housing, retail, and office uses in terms of available
land, vacancy rates, price per square foot, and price points. We will interview stakeholders, local real
estate brokers and potential developers to further assist in evaluating the potential mix of uses in the
study area.
After collecting the required market and demographic data, the consultant team will identify transit-
oriented development and redevelopment opportunities, and thereafter prepare a detailed future real
estate market potential for the study area with recommendations on the appropriate mix of uses and
their market impact based on existing real estate conditions. The summary report will be submitted to
the Steering Committee for their review and revisions made accordingly.
Deliverable
A real estate market report for the study area containing an evaluation of existing conditions and
development opportunities in and around the identified study area will be provided to the Steering
Committee for review and comment. Based on feedback from the Steering Committee, the report will
be revised and finalized.
Task 1.5: Project Review Meeting
The consultant team will conduct a meeting with the Steering Committee to present for review,
discussion, and consensus the findings from each of the respective assessments prepared during
Phase 1. Based on the input collected during the meeting, the team will incorporate any appropriate
revisions to the findings. To ensure efficiency and accuracy in regards to the existing conditions
assessment, the consultant team shall not initiate Phase 2 of the planning process until the City and
Steering Committee are in consensus with the findings from Phase 1. Participants will have the
option to call in via conference call.
Deliverable
PROPOSAL FOR PLANNING AND CONSULTING SERVICES
Documentation of any necessary revisions/modifications to the existing conditions assessment for
incorporation in the final report. Drafts of the document will be provided electronically in PDF format
for distribution to the steering committee.
PHASE 2: DIAGNOSIS
Task 2.1: Planning Workshop and Image Preference Survey(Public Meeting #1)
The consultant team will conduct three (3) meetings with the public throughout the planning process.
The first meeting shall be used to introduce the participants to the primary components of the project/
a review of the scope of work, identify the needs, opportunities and expectations of the community,
provide an overview of the study area existing conditions, and administer an Image Preference
Survey.
The consultant team is an experienced practitioner of the Image Preference Survey(IPS) as a means
to help community residents articulate their likes and dislikes in terms of site, architectural,
streetscape, and community character. The survey consists of numerous images of various land use,
transportation and transit alternatives and amenities, as well as development patterns, building types,
architectural styles, signage, and streetscape elements including historic and examples built under
the current codes. Additional images will be added to the survey from our extensive image library. A
publicity campaign including post cards, newsletter articles, and invitations to key stakeholders will be
conducted to invite participation in the IPS.
After the IPS has been conducted, the consultant team will conduct a Planning Workshop with
participants to capture the vision, values, and ideas for development and redevelopment by sketching
conceptual alternatives and ideas. Participants will be divided into groups and encouraged to put
marker to paper through an interactive workshop to develop alternative concept plans, routes, and
methods for achieving the desired character of development within the study area. The results from
each group's efforts will be presented to the larger group and recorded by the consultant team for
further evaluation. The alternative concept plans prepared by the participants will serve as the basis
for development of the draft concept plans to be compiled by the consultant team.
Deliverable
A summary memorandum containing images of preferred transit, transportation, land use, building
typologies, development density, streetscape, architectural styles, wayfinding/signage and other
development characteristics. Ideas for the Alternative Concept Plans as prepared by the Workshop
participants for the various development, site design, transit, and access/circulation options for the
study area.
Task 2.2: Draft Concept Plans
Upon completion of the Image Preference Survey and Planning Workshop, the consultant team will
review and prepare two (2) Draft Concept Plans based on the information collected during the
Planning Workshop and real estate market evaluation in Phase 1. The consultant team will review
the Draft Concept Plans as prepared by the Workshop participants, identify those alternatives that are
most appropriate and feasible based on conditions and limitations of the study area and consolidate
them into two (2) Draft Concept Plans. The recommendations and merits of the two alternatives will
be presented by the team in both illustrative and text formats.
Deliverable
A summary memorandum and illustrative maps highlighting key elements of the two (2) Draft Concept
Plans will be presented to the members of the Steering Committee for review and comment. The
documents will be provided electronically in PDF format for distribution to the steering committee.
Task 2.3: Project Review Meeting
The consultant team will present the results of the IPS, Planning Workshop, and Draft Concept Plans
to the Steering Committee for review and discussion. Based on the results of the meeting the
PROPOSAL FOR PLANNING AND CONSULTING SERVICES
consultant team will make any necessary and appropriate modifications to the Draft Concept Plans
prior to Public Meeting#2. .
Task 2.4: Planning Workshop (Public Meeting #2)
The consultant team will facilitate a Planning Workshop with City stakeholders to present the two (2)
Draft Concept Plans for review and select a preferred concept for the Station Area. Meeting
participants will be provided an overview of the preparation and merits of each concept plan.
Participants will be encouraged to provide input on how each plan fulfills the goals and objectives
identified during Phase 2 of the initiative. The information collected during the meeting will be used to
select the preferred concept plan and make any appropriate revisions.
Deliverable
Preparation of summary memorandum of the input collected during the Planning Workshop
presentation and the Preferred Concept Plan selected for the study area.
Task 2.5: Selection of Preferred Concept Plan
Based on initial review of the alternative concepts plans and feedback received from the Planning
Workshop in Task 2.4, the Steering Committee will meet to select the preferred concept plans, which
could be one of the alternative concept plans or a hybrid of the two. Steering Committee members
will have the option of participating in this meeting via conference call. For specific priority projects
selected within the preferred concept plan, ERA would evaluate preliminary financial implications for
one or two of these projects. The preliminary financial review would be built around potential cost
factors for site preparation and construction, in relation to potential revenue generation, leading to
identification of supportable private sector investment and potential gaps. The level of precision in
the analysis will be sufficient to inform the City Council for the use and role of incentives in potential
projects.
PHASE 3: DRAFT DESIGN GUIDELINES AND CIRCULATION PLAN
Task 3.1: Draft Access and Circulation Plan
The consultant team will prepare a multimodal Circulation Plan for the preferred National Street
Station Area Concept Plan to identify future roadway extensions to and within the study area and to
provide access and circulation for all modes of travel including vehicular, pedestrian, and bicycle.
The Plan will provide connectivity between the neighboring areas and the site and preserve right-of-
ways for future development. Special emphasis will be given to the identification of context-sensitive
pedestrian connections between the station area and employment and residential concentrations,
seamlessly integrating them with the vehicular traffic. The approach to street improvements will
follow the principles of"complete streets,"whereas multiple street uses will be addressed and the
urban design elements will complement the safe use of the streets by all users. As parking demands
will be significantly higher in the Station Area, the consultant team will provide recommendations to
accommodate future demand for parking from commuters, visitors, and residents.
Deliverable
A plan and summary report containing the findings, recommendations, typical cross-sections for new
roadways, and maps related to circulation and access for the station area will be provided to
members of the Steering Committee for review and comment. The document will be provided
electronically in PDF format for distribution to the steering committee.
Task 3.3: Draft Design Guidelines
Upon selection of the preferred Station Area Concept Plan and Circulation Plan, the consultant team
will prepare Design Guidelines demonstrating the City's expectation for future development in the
area. The Guidelines will include recommendations for project specific requirements, development
approval, streetscape design, roadway and pedestrian lighting, sidewalk design, building height,
density, massing, on and off-street parking, and urban green spaces. In addition, the consultant team
will review and recommend appropriate modifications to the City zoning and subdivision regulations to
PROPOSAL FOR PLANNING AND CONSULTING SERVICES
ensure the complementary nature of development and design recommendations. The consultants will
present the draft Design Guidelines to the Steering Committee for review and comment.
Deliverable
A draft design guidelines document containing text, illustrative photos, maps, and graphics to
demonstrate the City desires for the station area will be provided to members of the Steering
Committee for review and comment.
Task 3.4: Draft Station Area Plan
Upon completion of the Access and Circulation Study, the consultant team will combine the preferred
Station Area Concept Plan, Design Guidelines, and Access and Circulation Plan initiatives as well as
the previously prepared analysis into a unified National Street Station Area Plan. The Plan will
articulate the City's strategy to achieve an accessible, efficient and safe multimodal transit center for
the residents, employers, employees, and visitors to the City of Elgin. The Plan shall work to reduce
reliance on automobiles through the provision of alternative transit, walking, and biking opportunities
as well as provide a mix of land uses and development densities.
Deliverable
A plan and report containing the findings, recommendations, and maps related to the land use,
design guidelines and access and circulation for the study area will be provided to members of the
Steering Committee for review and comment. The document will be provided electronically in PDF
format for distribution to the steering committee.
Task 3.5: Project Review Meeting
The consultant team will conduct a meeting with the Steering Committee to present for review,
discussion, and consensus the Station Area Plan document. Based on the input collected during the
meeting, the team will prepare and incorporate any appropriate revisions to the Station Area Plan. .
Participants will have the option to call in via conference call.
Deliverable
Preparation of any necessary revisions to draft Station Area Plan and supporting documentation.
PHASE 4: IMPLEMENTATION STRATEGY AND FINAL PLAN
Task 4.1: Implementation Strategies
In order to help the City successfully achieve the objectives of the Plan, the consultant team will
prepare a realistic detailed implementation strategy for both short term and long-term initiatives. The
strategy will identify agencies and individuals that the City should work with (e.g. RTA, Pace, Metra,
IDOT, other municipal and state agencies, major employers, property owners, developers, etc.)to
initiate and/or construct the recommended improvements as well as identify funding options, project
priority phasing, and task/project responsibility/accountability. The implementation strategy shall
identify necessary and appropriate land and building/structure acquisitions, capital acquisition and
financing strategies (e.g. grants, state and federal matching funds, special service areas, etc.), and
opportunities for the establishment of public/private partnerships.
The consultant team will work cooperatively on behalf of the City of Elgin as an advocate to Pace,
Metra, IDOT and other municipal and state agencies as well as area employers and property owners
to champion the economic and quality of life benefits of establishing a thriving transit village around
the National Street station.
Deliverable
Draft a summary report of the recommended implementation strategies, phased/prioritized
improvements, potential funding sources, implantation partners, and advocacy initiatives. The
document will be provided electronically in PDF format for distribution to the steering committee.
PROPOSAL FOR PLANNING AND CONSULTING SERVICES
Task 4.2: Draft National Street Station Area Plan Report
The consultant team will combine the approved recommendations of the Implementation Strategy
with the Station Area Plan into the full color National Street Station Area Plan Report. The final Plan
report will include all of the previously prepared findings, recommendations, and supporting maps,
graphics, and illustrations to clearly document the plan's development process from the preliminary
analyses, through the active stakeholder participation, to the development of the improvement
recommendations and implementation strategies.
Deliverable
A full-color plan report will be prepared and delivered to the City along with all maps, graphics,
illustrations, and photography for reproduction and distribution purposes. The team shall assist the
City where needed in uploading the final plan onto its website.
Task 4.3: Project Review Meeting
The consultant team will conduct a meeting with the Steering Committee to present for review and
approval the recommendations of the Implementation Strategy and draft National Street Station Area
Plan. Based on the input collected during the meeting the team will make any necessary revisions to
the Strategy and Plan. Participants will have the option to call in via conference call.
Deliverable
Preparation of any necessary revisions to Implementation and draft Plan report.
Task 4.4: Planning Workshop& Report Presentation (Public Meeting #3)
The consultant team will facilitate a Planning Workshop with City stakeholders to present for review
and consensus the recommendations of the draft Station Area Plan. Meeting participants will be
provided an overview of the preparation and merits of the draft Station Area Plan. Participants will be
encouraged to provide input on how the plan meets the goals and objectives identified during Phase
2 of the initiative. The information collected during the meeting will be used to make any appropriate
revisions to the Station Area Plan document. A publicity campaign including post cards, newsletter
articles, and invitations to key stakeholders will be conducted to invite participation in the Planning
Workshop.
Based on the input collected during the meeting, the consultant team may make any final
modifications to the report. Twenty-five (25), full color, bound hard copies of the final Plan along with
two (2) electronic versions will be provided to the City of Elgin. Other members of the Steering
Committee will be provided with electronic versions of the final report.
Deliverable
A powerpoint presentation of the National Street Station Area Plan and incorporation of any final
modifications to the plan.
Task 4.5: City Council Presentation
The team will prepare a PowerPoint presentation of the final National Street Station Area Plan before
the City Council for review and approval.
Deliverable
A powerpoint presentation of the National Street Station Area Plan. Additionally, the final document
will be provided electronically in PDF format for distribution to the City Council along with a hard copy.
PROPOSAL FOR PLANNING AND CONSULTING SERVICES
Cost and Price Analysis - Professional Services Contracts
Exhibit B.1
FORM 4400
Name and Address of Title of Project
Offeror Land Vision, Inc. City of Elgin
116 W. Main Street, Suite 208 National Street TOD
St. Charles, IL 60174 _
Estimated Total Estimate
Detail Description Hours Rate/Hour Cost(dollars)
1. Direct Labor(specify)
Principal 90 $ 50.48 $ 4,543.20
Planner 142 $ 36.06 $ 5,120.52
Graphic Designer 120 $ 29.81 $ 3,577.20
CAD Technician 41 $ 23.08 $ 946.28
Administrative 0 $ 24.04 $ -
Total Direct Labor $ 14,187.20
2. Burden Burden Rate X Base = Burden ($)
152.79% $ 14,187.20 $ 21,676.62
Total Burden $ 21,676.62
3. Direct Material
Printing/Copying/Plotting $ 4,378.48
Other $ 1,018.53
Total Material $ 5,397.01
4. Special Testing
Total Special Testing $
5. Special Equipment (Exhibit B) $ -
6. Travel (direct charge)
a. Transportation $ 750.00
b. Per Diem or Subsistence $ - •
Total Travel ° $ 750
7. Consultants (identify-purpose-rate)
Total Consultants $
8. Subcontracts (Exhibit A) $ 53,685.51_
9. Other Direct Costs (Exhibit B) $ -
10. Total Direct Cost and Burden $ 95,696.34
11. General and Administrative Expense 0.00% $ 14,187.20 $ -
12. Total Estimated Cost $ 95,696.34
13. Fixed Fee or Profit 12% $ 35,863.82 $ 4,303.66
14. Total Estimated Cost and Fixed Fee $ 100,000.00
15. Overhead Rate and General Administration Rate Information
A. Government Audit Performed Date of Audit Accounting Period Covered
No N/A N/A
B. Name and Address of Government Agency making Audit C. Do your Contracts Provide Negotiated
Overhead Rates? (--f No DYes
N/A ❑
Both negotiated and actual are based on
previous audit.
D. (if no Government Rates have been established furnish the following information)
Department or Cost Center Rate Base Total Indirect Expense Pool Base for Total
See attached sheet
16. Exhibit A-Subcontract Information
Name and Address of Subcontractor(s) Subcontracted Work Subcontract
Type Amount
Ginkgo Planning& Design Urban Design LS $ 6,513.48
10640 Penfield Drive, Orland Park, IL
Economic Research Associates Market Analysis LS $ 15,037.27
20 E.Jackson,#1200, Chicago, IL
Transystems Transporation Planning/ LS $ 21,056.03
222 S. Riverside Plaza, #2320, Chicago, IL Transit Engineering
DLK Civic Design Landscape Architecture/ LS $ 11,078.73
410 S. Michigan Ave.,#400, Chicago, IL Architecture
17. Exhibit B - Other Direct Costs (Specify, if more space needed, use blank sheets, identifying item number)
Certificate
The labor rates and overhead costs are current and other estimated costs have been determined by generally accepted
accounting'principles. Bidder represents (a) tat he Inas Ds not employed or retained any company
or person (other than a full-time bona fide employee working solely for the bidder)to solicit or secure his contract,
and (b)that he Dhas [pas not paid or agreed 'to pay any company or person (other than a full-time bona fide employee
working solely for the bidder)any fee, commission,
percentage, or brokerage fee, contingent upon resulting from the award of this contract,
and agrees to furnish information relating
to (a)and (b) above, as requested by the Contracting Officer.
Number of Contractor Employees State Incorporated In
(] 500 and under Over 500 Illinois
fl Over 750 rl Over 1,000
Date Signature and Title of Authorized Representative of Contractor
9/15/2008
t— ��� Principal
Exhibit B.2
Table A
National Street Station Area Plan
Level of Effort and Cost Summary
Land Vision,Inc. Estimated Hours
Direct Total Estimated
Total Hours Rate/Hours Cost(dollars)
Person Name/Title Phase 1 (A) Phase 2 (B) Phase 3 (C) Phase 4 (D) F=(A+B+C+D) (G) _ (FXG)
Principal 16 12 42 20 90 50.48 $ 4,543.20
Planner 26 22 60 34 142 36.06 $ 5,120.52
Graphic Designer 44 20 45 11 120 29.81 $ 3,577.20
CAD Technician 20 4 11 6 41 23.08 $ 946.28
Administrative - - - - - 24.04 $ -
(Total Hours I 106 I 58 I 158 I 71 1 393 I 163.471$ 14,187.20 I
Total Labor Cost $ 3,518.48 $ 2,087.60 $ 5,879.09 $ 2,702.03 $ 14,187.20
Other Direct Costs $ 6,443.21 $ 3,822.91 $ 10,766.07 $ 4,948.09 $ 25,980.28
Total Cost $ 9,961.69 $ 5,910.51 $ 16,645.16 $ 7,650.12 $ 40,167.48
Ginkgo Planning&Design Estimated Hours Direct Total Estimated
iota)Hours Rate/Hours Cost(dollars)
Person Name/Title Phase 1 (A) Phase 2 (B) Phase 3 (C) Phase 4 (D) F=(A+B+C+D) (G) (FXG)
Principal 4 3 10 3 20 48.08 $ 961.60
Senior Associate 6 4 17 8 35 38.46 $ 1,346.10
Total Hours I 10 I 7 I 27_1 11 I 55 I 86.54 I$ 2,307.70
Total Labor Cost $ 423.08 $ 298.08 $ 1,134.62 $ 451.92 $ 2,307.70
Other Direct Costs $ 771.06 $ 543.25 $ 2,067.84 $ 823.62 $ 4,205.78
Total Cost $ 1,194.14 $ 841.33 $ 3,202.46 $ 1,275.54 $ 6,513.48
Economic Research Associates Estimated Hours
Direct Total Estimated
Total Hours Rate/Hours Cost(dollars)
Person Name/Title Phase 1 (A) Phase 2 (B) Phase 3 (C) Phase 4 (D) F=(A+B+C+D) (G) (FXG)
Principal 10 5 12 8 35 67.00 $ 2,345.00
Associate 14 8 14 12 48 41.00 $ 1,968.00
Analyst - - - - 25.00 $ -
Total Hours I 24 I 13 I 26 1 20 I 83 I 133.00 I$ 4,313.00
Total Labor Cost $ 1,244.00 $ 663.00 $ 1,378.00 $ 1,028.00 $ 4,313.00
Other Direct Costs $ 3,093.21 $ 1,648.55 $ 3,426.40 $ 2,556.12 $ 10,724.27
Total Cost $ 4,337.21 $ 2,311.55 $ 4,804.40 $ 3,584.12 $ 15,037.27
Transystems Estimated Hours Direct Total Estimated
Total Hours Rate/Hours Cost(dollars)
Person Name/Title Phase 1 (A) Phase 2 (B) Phase 3 (C) Phase 4 (D) F=(A+B+C+D) (G) (FXG)
Associate 2 2 6 - 10 60.70 $ 607.00
Senior Transit Planner 6 4 25 10 45 54.40 $ 2,448.00
Senior Transit Planner - - - - - 46.44 $ -
Project Manager 14 8 16 24 62 47.98 $ 2,974.76
Transit Planner - 3 14 5 22 37.96 $ 835.12
Project Engineer 10 4 26 - 40 31.70 $ 1,268.00
Total Hours I 32 1 21 1 87 I 39 1 179 I 279.18 I$ 8,132.88
Total Labor Cost $ 1,436.52 $ 963.52 $ 3,847.52 $ 1,885.32 $ 8,132.88
Other Direct Costs $ 2,282.63 $ 1,531.03 $ 6,113.71 $ 2,995.77 $ 4,725.20
Total Cost $ 3,719.15 $ 2,494.55 $ 9,961.23 $ 4,881.09 $ 21,056.03
e
DLK Civic Design Estimated Hours Direct Total Estimated
Total Hours Rate/Hours Cost(dollars)
Person Name/Title Phase 1 (A) Phase 2 (B) Phase 3 (C) Phase 4 (D) F=(A+B+C+D) (G) (FXG)
Principal 3 3 4 4 14 69.00 $ 966.00
Project Manager 2 4 12 2 20 48.00 $ 960.00
Designer 1 - 8 5 13 37.00 $ 481.00
Designer 2 - - - - - 26.00 $ -
Support 1 6 3 16 6 31 35.00 $ 1,085.00
Support 2 4 2 8 4 18 27.00 $ 486.00
Total Hours I 15_1 12 I 48 I_ 21 1 96 I 242.00 I$ 3,978.00
Total Labor Cost $ 621.00 $ 558.00 $ 1,924.00 $ 875.00 $ 3,978.00
Other Direct Costs $ 1,108.49 $ 996.03 $ 3,434.34 $ 1,561.88 $ 7,100.73
Total Cost $ 1,729.49 $ 1,554.03 $ 5,358.34 $ 2,436.88 $ 11,078.73
Total Hours for All Firms 187 111 346 162 806
Total Fees for All Firms $ 20,941.67 $ 13,111.98 $ 39,971.59 $ 19,827.75 $ 93,853.00
Reimbursable Expense Estimate $ 1,536.75 $ 922.05 $ 2,458.80 $ 1,229.40 $ 6,147.00
Total Costs for All Firms $ 22,478.42 $ 14,034.03 $ 42,430.39 $ 21,057.15 $ 100,000.00
'Labor Costs include Burden.General and Administrative Expenses,and Fixed Fee. P.\CAP_PROG\NANCY\02-Elgin Level of Effort Matrix Edit 11-18-08(Matrix)1/27/2009 10:11 AM
City of Elgin
NATIONAL STREET
STATION AREA PLAN
LANDVISION
The consultant team recognizes the City would like to complete the project in an expeditious manner
and will use all reasonable means to attempt to complete the assignment as detailed below. This
timeline is not intended to be final, but should be viewed as a starting point for more meaningful
discussions about the sequence of events and anticipated milestone dates.
We estimate that this assignment, as detailed, will take approximately 10 months to complete from
the date of inception.
Project Timeline: February- November 2009.
2 0 0.: 9
Phase Task Jan. Feb. March April May June July Aug. Sept. Oct.
Kick-Off Meeting
• Visual
Back round Data Review a,
9
«.
Station Area Assessment
} ya
Existing Conditions Inventory � f
Real Estate Market Assessment szf
<t
° as —
Project Review Meeting ri,t�' -
Planning Workshop and
Image Preference Survey
Draft Concept Plans
Project Review Meeting
Planning Workshop
Draft Access and Circulation Plan t . . t
Draft Design Guidelines fr
Draft Station Area Plan
Project Review Meeting s.
Implementation Strategies
Draft Station Area Plan Report
Project Review Meeting
Planning Workshop & Presentation
City Council Presentation
Q Public Meetings
PROPOSAL FOR PLANNING AND CONSULTING SERVICES
TECHNICAL SERVICES AGREEMENT
between
THE REGIONAL TRANSPORTATION AUTHORITY
and
City of Elgin
Contract No.: RTAP-2006-64
1435659.4 { MJF 1 C
TABLE OF CONTENTS
ARTICLE I: DEFINITIONS 1
ARTICLE II.• THE RECIPIENT'S AUTHORITY AND COMMITMENT 2
ARTICLE III:: TERM OF AGREEMENT 2
ARTICLE IV: TECHNICAL SERVICES AGREEMENT 2
ARTICLE V: METHOD OF FUNDING 3
ARTICLE VI: ACCOMPLISHMENT OF THE PROJECT(S) 4
ARTICLE VII: PASS-THROUGH FUNDING PROVISIONS 4
ARTICLE VIII: PROJECT ADMINISTRATION AND MANAGEMENT 5
ARTICLE IX.• REQUISITION,PAYMENT PROCEDURES,AND RECORD KEEPING 6
ARTICLE X: RIGHT OF THE RTA TO TERMINATE 8
ARTICLE XI: SETTLEMENT AND CLOSE-OUT 9
ARTICLE XII: PROCUREMENT 9
ARTICLE XIII: SETTLEMENT OF THIRD PARTY CONTRACT DISPUTES OR BREACHES 11
ARTICLE XIV: ASSIGNMENT OF CONTRACT--SUBCONTRACTORS 11
ARTICLE XV: INDEMNIFICATION 11
ARTICLE XVI: INDEPENDENCE OF RECIPIENT 11
ARTICLE XVII: NON-COLLUSION 12
ARTICLE XVIII: CONFLICTS OF INTEREST 12
ARTICLE XIX: RECIPIENT'S RESPONSIBILITY FOR COMPLIANCE 12
ARTICLE XX LABOR LAW COMPLIANCE 13
ARTICLE XXI: CIVIL RIGHTS 13
ARTICLE MI: ENVIRONMENTAL COMPLIANCE 17
ARTICLE DRUG FREE WORKPLACE 17
ARTICLE XXIV: RESTRICTIONS ON LOBBYING 18
ARTICLE XXV: SEVERABILITY 18
ARTICLE XXVI: ASSIGNMENT AND AGREEMENT 19
ARTICLE XXVII: AMENDMENT 19
ARTICLE XXVIII: TITLES 19
ARTICLE XXIX: OWNERSHIP OF DOCUMENTS/TITLE TO WORK 19
ARTICLE XXX.: ETHICS 21
ARTICLE XXXI: PRIVACY 21
ARTICLE XXXII: DOCUMENTS FORMING THIS AGREEMENT 21
ARTICLE XXXIII: SPECIAL CONDITIONS
ARTICLE XXXIV.• MISCELLANEOUS
1435659.4
t tF
This Agreement is made by and between the Regional Transportation Authority, a municipal
corporation created under the laws of Illinois (hereinafter referred to as the "RTA") and City of
Elgin, a Municipal Corporation created under the laws of the State of Illinois (hereinafter referred to
as the "Recipient"or the"Grantee," which term shall include its successors and assigns).
WHEREAS, the Recipient wishes to undertake one or more public transportation projects;
and
WHEREAS, the Recipient has made application to the RTA for financial assistance or
financial and technical assistance for the project(s) in accordance with the procedures established by
the RTA; and
WHEREAS,the Recipient's application has been reviewed and approved by the RTA;
NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, this
Agreement is made to provide financial assistance or financial and technical assistance to the
Recipient in the form of a technical services agreement(hereinafter referred to as the "Agreement"),
to set forth the terms and conditions upon which the Agreement will be made, and to set forth the
Agreement of the parties as to the manner in which the project(s) will be undertaken, completed,
and used.
ARTICLE I: DEFINITIONS
1.1 "Allowable Cost" means an expense with respect to the Project(s) which meets the
requirements of Article IX of this Agreement.
1.2 "Application" means the application submitted by the Recipient with respect to the
Project(s). In the event of a conflict between the Application and the attached Exhibit A, Scope of
Services, Exhibit A shall govern.
1.3 "Agreement Budget" means those funds paid to or on behalf of the Recipient by the
RTA under the provisions of this Agreement.
1.4 "Local Share" means that portion of the Net Project Cost of each Project provided by
the Recipient pursuant to this Agreement.
1.5 "Net Project Cost" means the sum of the allowable costs incurred in performing the
work on each Project, including work done by the Recipient.
1.6 "Project(s)" means the scope of specific activities for which the funds provided in
this Agreement are to be expended, as set forth in Exhibit A, Scope of Services and in the plans,
specifications, and schedules set forth in the Application.
1.7 "Project Budget" means the anticipated net Project cost for each Project as shown in
Exhibit B, Project Budget, as may be amended from time to time with RTA approval and in a
format approved by the RTA.
1
1435659.4
1.8 "Project Facilities" means any facilities, equipment, or real property purchased,
acquired, constructed, improved, renovated, or refurbished as part of each Project through the
application of the RTA's Agreement funds.
ARTICLE II: THE RECIPIENT'S AUTHORITY AND COMMITMENT
2.1 The Recipient has the legal authority and the financial, technical, and managerial
capacity to apply for, plan, manage, and complete the Project(s) for which funding is being
provided under this Agreement.
2.2 The Recipient acknowledges that if it makes a false, fictitious, or fraudulent claim,
statement, submission, or certification to the United States or State of Illinois in connection with
this Project, they reserve the right to impose on the Recipient the penalties of 18 USC 1001, 49
USC 5307, 31 USC 3801, and 49 CFR 31, as they may deem appropriate. Recipient agrees to
include this clause in all state and federally-assisted contracts and subcontracts.
2.3 The Recipient agrees to undertake and complete the scope of each Project as set out
in Exhibit A, Scope of Services, and in accordance with the Project Budget as set out in Exhibit B,
Project Budget, and to provide for the use of Project Facilities as described in Exhibit A and the
Application, in accordance with this Agreement and all applicable laws.
ARTICLE III: TERM OF AGREEMENT
3.1 The term of this Agreement shall be from execution to 12/31/2010.
ARTICLE IV: TECHNICAL SERVICES AGREEMENT
4.1 RTA Agreement Budget Commitment.
(a) Subject to the annual appropriation of funds by the RTA, the RTA hereby commits
to provide the funds pursuant to paragraph 4.1(b) and as listed in Exhibit B, Project Budget, for the
Project(s)in Exhibit A, Scope of Services.
(b) The RTA Agreement amount provides 80.00%of the actual cash share of the Project
Budget, or $80,000.00, whichever is less. The RTA shall have no liability regarding any Project
funded by this Agreement in excess of the funds actually appropriated for the Project.
4.2 Recipient Commitment to Complete Project(s) or Seek Amendment.
Subject to the RTA's appropriation of the funds described in paragraph 4.1, the Recipient
agrees to complete the scope of all the Projects listed in Exhibit A for the RTA Agreement amount,
or to seek an amendment in accordance with this subparagraph. The Recipient shall request an
amendment to the Agreement in order to (1) add or(2) delete a Project, (3) change the scope of any
Project, or(4) change the Agreement amount.
2
1435659.4
4.3 Conformity with Project Budget.
(a) The Recipient shall carry out each Project and shall incur obligations against and
disburse Project funds only in conformance with the latest approved Project Budget attached hereto
as Exhibit B. A proposed revised Project Budget shall accompany any request to amend this
Agreement.
(b) The Recipient must seek the prior approval of the RTA to revise the Project
Budget(s) to increase or decrease the estimated net Project cost. In making this request the
Recipient must demonstrate the following:
(1) A justifiable rationale for the revision in a particular Project;
(2) The revised budget for the Project covers the full scope of the Project funded
under this Agreement, i.e., the revised budget of the Project is intended to be adequate for the
completion of the Project;
(3) There are sufficient unspent funds in the Agreement contingency, should one
be part of this Agreement, or any other Project which may be reallocated to the revised budget of
the revised Project;
(4) The funds remaining in the Agreement contingency, should one be part of
this Agreement, or any other Project after reallocation of funds to the revised budget for the Project
are sufficient to provide for the uncompleted portions of all other Projects within the Agreement;
and
(5) The proposed revision will not cause the Agreement amount, as reflected in
Article IV, to be exceeded.
ARTICLE V: METHOD OF FUNDING
5.1 The RTA may finance its obligations, or any portion thereof, under this Agreement
in any way it deems, in its sole discretion, to be most advantageous and fiscally sound, provided
that nothing in this Agreement shall cause the Recipient to be obligated to any creditor of the RTA
with respect to such financing.
5.2 All or part of any share of the net Project cost to be contributed by the Recipient
may, with the express written prior approval of,the RTA, be provided by the Recipient in the form
of contributions of professional, technical or other services. The amount or value of any share of
the net Project cost contributed by the Recipient is to be shown in Exhibit B.
5.3 In the event that the Recipient receives funds from any source with respect to the
completion of the Project, which do not appear in Exhibit B, and were not included in determining
the RTA Agreement amount under paragraph 4.1(b) of this Agreement, the amount of this
Agreement shall be recalculated and a proportionate amount of the RTA funding shall be refunded
to the RTA.
j
1435659.4
ARTICLE VI: ACCOMPLISHMENT OF THE PROJECT(S)
6.1 General.
(a) The Recipient shall commence, carry on, and complete the Project(s) with all
practicable dispatch, in a sound, economical, and efficient manner, and in accordance with the
provisions of this Agreement. The Recipient shall cause all contractors involved with the Project(s)
to deliver and complete the Project(s) in accordance with the Project schedules submitted at time of
application or as revised pursuant to paragraph 6.2(b) of this Agreement.
(b) In performance of its obligations pursuant to this Agreement, the Recipient and the
contractors shall comply with all applicable provisions of federal, state, and local law. Specifically,
Recipient and contractors agree to administer the Project in accordance with the applicable federal
and state provisions, including all applicable Federal Transit Administration(FTA) Circulars and 49
CFR 18 and 19. All limits and standards set forth in this Agreement to be observed in the
performance of a Project are minimum requirements and shall not affect the application of more
restrictive standards to the performance of the Project.
(c) At or prior to the time that funds are needed to meet Project costs, the Recipient shall
initiate and prosecute to completion all proceedings necessary to enable the Recipient to provide
any share of the net Project cost which is to be provided by the Recipient.
(d) Nothing in this Agreement is intended to subject the RTA to any obligations or
liabilities to contractors of the Recipient, or its subcontractors, or any other person not a party to this
Agreement in connection with the performance of any Project pursuant to the provisions of this
Agreement, notwithstanding its concurrence in or approval of the award of any contract or
subcontract or the solicitation thereof.
6.2 Project Completion.
(a) Any failure, except a force majeure event or any other reason beyond the control of
the Recipient, to make progress which significantly endangers substantial performance of a Project
within a reasonable time shall be deemed to be a violation of the terms of this Agreement.
(b) The Recipient shall complete each Project in accordance with the Project completion
date provided at time of application or as revised. In the event the Recipient determines that, for
whatever reason, a Project cannot be completed in accordance with the Project schedule, the
Recipient shall immediately notify the RTA in writing, within thirty days, of: 1) the nature and
extent of the delay; 2) the reason or reasons for the delay; 3) the adjustments to the Project
schedule which can be made to ensure that the Project is completed on schedule; and 4) if the
Project cannot be completed on schedule, the implications on the Project Budget due to the delay.
ARTICLE VII: PASS-THROUGH FUNDING PROVISIONS
7.1 If this Agreement provides any portion of funding for which the RTA receives funds
from a governmental entity subject to agreement, grant, or contract, the provisions contained therein
and as detailed in the attached Exhibit C, Federal Certifications and Assurances, are hereby
incorporated by reference and made a part of this Agreement. The Recipient shall carry out each
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Project in such a manner as to comply with the requirements contained herein and the requirements
of any governmental agreement, rules and regulations applicable to this Project. If it is not possible
to carry out the project in such a manner, the Recipient shall, as soon as practicable, notify the RTA
in writing of the specific provisions of each agreement, rule or regulation in conflict and reasons for
conflict in order that appropriate arrangements may be made between the parties and any
governmental entity to permit the Project to proceed.
7.2 The Recipient acknowledges that federal and state governmental requirements may
change and the changed requirements will apply to the Project as required. The Recipient
acknowledges that a reference to a specific law in this Agreement is considered to be a reference to
1) such law as it may be amended, modified or supplemented from time to time, 2) all regulations
and rules pertaining to or promulgated pursuant to such law, (c) the successor to the law resulting
from recodification or similar reorganizing of laws and (d) all future laws pertaining to the same or
similar subject matter. The Recipient agrees to include in all subcontracts or lower tier agreements
specific notice to this effect.
7.3 The Illinois Department of Transportation (IDOT) and the FTA shall not be subject
to any obligations or liabilities by or to the Recipient or contractors of the Recipient or their
subcontractors or any other person not party to this Agreement in connection with the performance
of this Project, without their respective express written consent, notwithstanding the concurrence in
or approval of the solicitation or the award by IDOT or FTA to such contractors or subcontractor(s).
The Recipient agrees to include this clause in each subcontract or lower tier agreement financed in
whole or in part with federal and/or state assistance.
ARTICLE VIII: PROJECT ADMINISTRATION AND MANAGEMENT
8.1 Project Management.
(a) The Recipient is responsible for administration and management of each Project.
(b) The RTA or its designee may conduct periodic on-site inspections of each Project to
evaluate the effectiveness of the Recipient's arrangement for supervision and inspection and to
evaluate the work done on the Project and adherence to this Agreement. The Recipient shall provide
reasonable access to its premises, or cause its contractors to provide reasonable access to their
premises, for the RTA and its designee to permit these inspections. Inspection of, or concurrence
by, RTA in Project work does not relieve the Recipient of its responsibilities and liabilities. Any
inspection must be coordinated with the Recipient's personnel for purposes of providing reasonable
notice and adhering to safety regulations.
(c) Any Project management plan or amendment to such plan provided pursuant to any
governmental agreement, grant or contract for any Project in this Agreement shall require written
approval of the RTA.
(d) The Recipient shall report to the RTA regarding all Projects in this Agreement and
shall provide to the RTA such information that the RTA deems necessary to meet its reporting
responsibilities or other requests from the FTA or any other governmental agency. When
requesting reimbursement from the RTA, the Recipient will be required to submit detailed
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requisitions and progress reports supported by properly executed payrolls, time records, invoices,
contracts, or vouchers, evidencing in detail the nature and propriety of the charges.
ARTICLE IX: REQUISITION, PAYMENT PROCEDURES, AND RECORD KEEPING
9.1 The Recipient shall establish and maintain as a separate set of accounts, or as an
integral part of its current accounting scheme, accounts for each Project in conformity with
requirements established by the RTA.
9.2 Allowable Costs.
Agreement funds shall only be used to pay or reimburse the Recipient for allowable costs for
a Project which meets all of the requirements set forth below:
(a) They shall be made in conformance with the final, approved Exhibit A, Scope of
Services, and Exhibit B,Project Budget(s), and all other provisions of this Agreement;
(b) They shall be necessary in order to accomplish the Project;
(c) They shall be reasonable in amount for the goods or services purchased;
(d) They shall be actual net costs to the Recipient (i.e., the price paid minus any refunds,
rebates, or other items of value received by the Recipient which have the effect of reducing the cost
actually incurred);
(e) They shall be incurred (and for work performed) after the effective date of this
Agreement, unless specific authorization from the RTA to the contrary is received;
(f) To the extent applicable, they shall be in conformance with the standards for
allowability of costs established by IDOT. State of Illinois rates apply for lodging and meals.
(g) They shall be satisfactorily documented;
(h) They shall be treated uniformly and consistently under accounting principles and
procedures approved or prescribed by generally accepted accounting principles, and those approved
or prescribed by the Recipient for its contractors; and
(i) They shall be supported by properly executed payrolls, time records, invoices,
contracts, or vouchers evidencing in detail the nature and propriety of the charges. (In the event that
it may be impractical to detemiine exact costs of indirect or service functions, allowable costs will
include such allowances for these costs as may be approved by the RTA.)
9.3 Payment Procedures.
(a) The Recipient may make requests for payment of allowable costs under the
Agreement, and the RTA shall honor such requests in the manner set forth in this paragraph. In
order to receive payments, the Recipient shall:
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(1) Execute and submit to the RTA a requisition for approval by the RTA;
(2) Have submitted all financial, progress, and other reports required by the RTA;
and
(3) Have received approval by the RTA for any budget revisions required to cover
all costs to be incurred by the end of the requisition period.
(b) Upon receipt of the completed requisition form and the accompanying information in
satisfactory form, the RTA shall process the requisition. If the Recipient is complying with its
obligations pursuant to the Agreement, the RTA shall reimburse apparent allowable costs incurred
by the Recipient up to the maximum amount of the RTA Agreement. Such reimbursement shall be
made within sixty (60) days after receipt of each request for same from the recipient. However,
reimbursement of any cost pursuant to this paragraph shall not constitute a final determination by
the RTA of the allowability of such cost and shall not constitute a waiver of any violation of the
terms of this Agreement committed by the Recipient. The RTA will make a final determination as
to the allowability of costs only after a final audit of the Agreement has been conducted pursuant to
Article XI of the Agreement.
(c) In the event that the RTA determines that the payment should not be made, it shall
notify the Recipient within twenty (20) days after receipt of the completed requisition form, stating
the reasons for such determination.
(d) The Recipient agrees that upon completion of all of the Projects in this Agreement
and after payment or provision for payment or reimbursement of all allowable costs, the Recipient
shall refund to the RTA any unexpended balance of funds received by the Recipient under this
Agreement.
9.4 Records Retention.
(a) All books, records, and supporting documents to verify the amounts, recipients, and
uses of all disbursements of funds passing in conjunction with this Agreement, this Agreement and
all books, records, and supporting documents related to the Agreement must be retained by
Recipient for a minimum of five (5) years after completion of this Agreement or such longer time as
may be required by any governmental agency from which funds are obtained and shall be available
for review and audit by authorized representatives of the RTA, the Illinois Auditor General, IDOT,
the FTA, or another governmental agency with the following qualifications:
(1) All records must be retained until final audit is completed and all audit
findings are resolved, unless otherwise agreed to by the RTA;
(2) If any litigation or claim is initiated before completion of the final audit,
records must be retained until all litigation or claims involving these records have been resolved;
and
(3) Records of any property acquired with RTA funds must be retained for three
years after final disposition of the property.
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(b) Should the Recipient administer any system of records on behalf of the Federal or
State Government, the Privacy Act of 1974, 5 USC 552 and 49 CFR 10, Subpart C, imposes
information restrictions on the party managing the system of records.
9.5 Audits.
(a) Pursuant to all applicable Office of Management and Budget Circulars, the Recipient
shall penuit, and shall require its contractors to permit, at anytime, the RTA, or IDOT or other state
or federal agency, authorized to perform such audit and inspection, to inspect all work, materials,
payrolls, and other data and records, including computer or electronically generated records,
documents, and data, with regard to each Project, and to audit the books, records, and accounts of
the Recipient and its contractors with regard to each Project. The RTA also may require the
Recipient to furnish at any time prior to closeout of the Agreement, audit reports with respect to the
Agreement prepared according to generally accepted accounting principles. The Recipient agrees to
promptly comply with recommendations contained in any RTA, IDOT or other state or federal
agency final audit report.
(b) In accordance with 49 USC 5325(g), the Grantee agrees to require each third party
whose contract award is not based on competitive bidding procedures as defined by the Secretary of
U.S. DOT, to permit the Secretary, Comptroller General of the U.S., IDOT, the RTA, or their duly
authorized representatives, to inspect all work, materials, payrolls, and other data and records
involving that third party contract and audit the books,records, and accounts involved.
ARTICLE X: RIGHT OF THE RTA TO TERMINATE
10.1 Upon written notice to the Recipient, the RTA may suspend or terminate all or part
of the financial and/or technical assistance provided herein if the Recipient is or has been in
violation of the terms of the Agreement, or if funding provided to the RTA pursuant to paragraph
7.1 is terminated. Termination of any Project in this Agreement will not invalidate obligations of
the RTA to reimburse the Recipient for Project costs incurred up to and including the date of
termination, nor invalidate obligations of the Recipient, properly incurred by the Recipient, to the
extent they are noncancellable. The acceptance of a remittance by the RTA of any or all Project
funds previously received by the Recipient or the closing out of the RTA financial participation in
the Project shall not constitute a waiver of any claim which the RTA may otherwise have arising out
of this Agreement.
For example, the foregoing remedies shall become available to the RTA if one of the following
occurs:
(a) There is any misrepresentation of a material nature in the Application, or amendment
thereof, or in respect to this Agreement or any document or data furnished pursuant hereto, or any
other submission of the Recipient required by the RTA in connection with this Agreement;
(b) There is pending litigation which, in the opinion of the RTA, may jeopardize funding
provided to the RTA pursuant to paragraph 7.1 of this Agreement;
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(c) There has been in connection with the funding provided to the RTA pursuant to
paragraph 7.1, any violation of the state or federal regulations, ordinances or statutes applicable to
the Recipient, its officers or employees which, in the opinion of the RTA, affects this Agreement;
(d) Any funds provided by the RTA pursuant to this Agreement are used for an
ineligible purpose;
(e) The Recipient is unable to substantiate the proper use of funding provided to the
RTA pursuant to paragraph 7.1;
(f) The Recipient is in default under any of the provisions of this Agreement;
(g) There is failure to make progress which significantly endangers substantial
completion of performance of the Project within a reasonable time, which failure shall be deemed to
be a violation of the terms of this Agreement;
(h) The Recipient has failed to maintain the Project Facilities as required by this
Agreement;
(i) The RTA determines that the purposes of the applicable governing laws would not
be adequately served by continuation of state or federal assistance to the Project;
0) The State Legislature or any federal agency fails to make sufficient appropriations
for funding pertinent to that provided to the RTA pursuant to paragraph 7.1.
ARTICLE XI: SETTLEMENT AND CLOSE-OUT
11.1 Upon receipt of notice of successful completion of the Agreement or upon
termination by the RTA, the RTA at its discretion will perform or contract for the performance of a
final audit to determine the final allowability of costs incurred, and shall make final settlement of
the RTA's obligations described in this Agreement. If the RTA has made payments to the Recipient
in excess of the total amount of such RTA obligations, the Recipient shall promptly remit such
excess to the RTA. The Agreement close-out occurs when the RTA notifies the Recipient and
forwards the final Agreement payment or when an appropriate refund of RTA Agreement funds has
been received from the Recipient and acknowledged by the RTA. Agreement close-out shall be
subject to any continuing obligations imposed on the Recipient by this Agreement or contained in
the final notification or acknowledgment from the RTA. ,
ARTICLE XII: PROCUREMENT
12.1 Procurement Procedures.
(a) The Recipient shall follow applicable federal, state, and local law and procedures
when awarding and administering contracts for goods and services funded by this Agreement. Any
such contract or subcontract for goods, property and services exceeding 510,000 shall contain all
the clauses pursuant to FTA Circular 4220.1E and 49 CFR 18.36, 19.40-19.48, and the parties shall
comply with the requirements therein.
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(b) Apart from inconsistent requirements imposed by federal and state law, the Recipient
(and its subcontractors) agrees that no federal or state funds shall be used to support procurement
utilizing exclusionary or discriminatory specifications and it will comply with 49 USC 5323(h)(2).
(c) The Recipient agrees to comply with U.S. Maritime Administration Regulations,
"Cargo Preference — U.S. Flag Vessels," 46 CFR 381, to the extent those regulations apply to the
Project, and insert the substance of the provisions of this clause in all subcontracts issued pursuant
to this Agreement.
(d) To the extent applicable, the Recipient agrees to comply with the requirements of 49
USC 5323 and FTA regulations, "Bus Testing", 49 CFR 665, and agrees to provide the RTA with
applicable certifications and obtain ap,plicable certifications from contractors, subcontractors and
manufacturers.
(e) Each third party contract (valued at more than $100,000 for Construction and
Acquisition of Goods or Rolling Stock) utilizing FTA assistance must conform with 49 USC
5323(j), and FTA regulations, "Buy America Requirements," 49 CFR 661.
(f) The Recipient agrees to refrain from using state or local geographic preferences,
except those expressly mandated or encouraged by federal statute, and as permitted by IDOT and
FTA.
(g) The Recipient agrees to comply with the requirements of Executive Order No. 12549
and 12689 "Debarment and Suspension," and U.S. Department of Transportation (DOT)regulations
on Debarment, 49 CFR 29, and agrees to obtain applicable certifications from contractors and
subcontractors and otherwise comply with federal and state regulations.
(h) The Recipient certifies that it has not been convicted of bribery or attempting to
bribe an officer or employee of the State of Illinois or local government, nor has the Recipient made
an admission of guilt of such conduct which is a matter of record, nor has an official, agent or
employee of the Recipient committed bribery or attempted bribery on behalf of the Recipient and
pursuant to the direction or authorization of a responsible official of the Recipient. The Recipient
further certifies that it has not been barred from contracting with a unit of the State or local
government as a result of a violation of Title III, Part E, Article 33 of the Criminal Code.
(i) Electronic and Information Technology — to the extent applicable, Recipient agrees
to include in its specification requirements that all reports or information will be prepared and
provided using electronic or information technology capable of assuring that, when provided to the
RTA, it will meet with the applicable accessibility standards of Section 508 of the Rehabilitation
Act of 1973, as amended, 29 USC 794(d) and U.S. Architecture and Transportation Barriers
Compliance Board (ATBCB) regulations "Electronic and Information Technology Accessibility
Standards," 36 CFR 1194.
12.2 Procurement Review.
The Recipient must obtain preaward approval from the RTA for: (1) any proposed third
party contract; (2) any change order with a third party contractor; and (3) any use of force account
for activities funded by this Agreement.
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ARTICLE XIII: SETTLEMENT OF THIRD PARTY CONTRACT DISPUTES OR
BREACHES
13.1 The RTA has a vested interest in the settlement of disputes, defaults, or breaches
involving any RTA-assisted third party contracts for any Project. The RTA retains a right to a
proportional share, based on the percentage of the RTA share committed to any Project, of any
proceeds derived from any third party recovery, after taking into account any costs incurred by the
Recipient in securing the recovery. Therefore, the Recipient shall avail itself of all legal rights
available under any third party contract. The Recipient shall notify the RTA of any litigation
pertaining to any third party contract. The RTA reserves the right to concur in any compromise or
settlement of the Recipient's claim(s) involving any third party contract. If the third party contract
contains a liquidated damages provision, such proportional share of any liquidated damages
recovered shall be credited to the Project account unless the RTA permits otherwise.
ARTICLE XIV: ASSIGNMENT OF CONTRACT-- SUBCONTRACTORS
14.1 The Recipient agrees that no contract for services of any kind in connection with a
Project funded by this Agreement shall be assigned, transferred, conveyed, sublet, or otherwise
disposed of without the prior written consent of the RTA. All subcontracts shall contain all
applicable contract clauses pursuant to federal and state requirements, and as required by this
Agreement.
ARTICLE XV: INDEMNIFICATION
15.1 The Recipient agrees to save or hold harmless and indemnify the RTA from and
against any and all losses, expenses, damages (including loss of use), demands, and claims, and
shall defend any suit or action, whether at law or in equity, brought against it based on any alleged
injury(including death) or damage relating to or arising out of any act or omission of the Recipient,
its officers, employees and agents with respect to any Project funded by this Agreement and shall
pay all damages, judgments, costs, and expenses, including attorney's fees, in connection with any
demands and claims resulting therefrom; provided,however, that the Recipient shall not be required
to save harmless, indemnify, or defend the RTA due to the negligence or misconduct of the RTA or
its successors, assigns, agents, or employees or their respective failure to reasonably perform under
this Agreement.
ARTICLE XVI: INDEPENDENCE OF RECIPIENT
16.1 In no event shall the Recipient or any of its employees, agents, contractors or
subcontractors be considered agents or employees of the RTA, IDOT, FTA, U.S. Department of
Transportation, or State of Illinois. Furthermore, the Recipient agrees that none of its employees,
agents, contractors, or subcontractors will hold themselves out as, or claim to be, agents, officers, or
employees of the RTA, U.S. Government, or State of Illinois and will not by reason of any
relationship with the Agreement make any claim, demand, or application to or for any right or
privilege applicable to an agent, officer, or employees of the RTA, U.S. Government, or State of
Illinois, including but not limited to, rights and privileges concerning workmen's compensation and
occupational diseases coverage, unemployment compensation benefits, Social Security coverage, or
retirement membership or credit.
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ARTICLE XVII: NON-COLLUSION
17.1 The Recipient warrants that it has not paid and agrees not to pay any bonus,
commission, fee, or gratuity for the purpose of obtaining any approval of its Application for any
Project pursuant to this Agreement. No Recipient officer or employee, or member of any unit of
local government which contributes funds to any Project funded by this Agreement shall be
admitted to any share or part of this Agreement or to any benefit arising therefrom other than
nominal.
ARTICLE XVIII: CONFLICTS OF INTEREST
18.1 The Recipient hereby certifies that: (1) no employee, officer, board member, or agent
of the Recipient is a director, officer or employee of the RTA or (2) if such relationship exists, it is
not prohibited by any applicable conflict of interest laws. The Recipient further certifies that, to its
knowledge, no employee, officer, board member, or agent of the Recipient has participated in the
selection, award, or administration of a contract supported by federal or state funds where such
participation constitutes a conflict of interest, whether real or apparent. This conflict of interest
requirement applies to all former employees, officers,board members, and agents for one year from
the date the employee, officer,board member,or agent ended its employment with the Recipient.
The Recipient acknowledges that no director, officer or employee of the RTA may represent
the Recipient with respect to any application or agreement in regard to which such director, officer
or employee may be called upon to vote. The Recipient hereby certifies that it has not been, and
shall not be, represented by any director, officer or employee of the RTA with respect to its
application for financial or financial and technical assistance or this Agreement.
The Recipient agrees that its employees, officers, board members, or agents shall neither
solicit nor accept gratuities, favors, or anything of monetary value from contractors, potential
contractors, or parties to sub-agreements. The RTA may waive the prohibition contained in this
subsection, provided that any such present employee, officer, board member, or agent shall not
participate in any action by the Recipient relating to such contract, subcontract, or arrangement.
18.2 The Recipient agrees that it will prevent any real and apparent organizational conflict
of interest. An organizational conflict of interest exists when the nature of the work to be
performed under a proposed third party contract or subcontract may, without some restriction on
future activities, result in an unfair competitive advantage to the third party contractor or recipient
or impair the objectivity in performing the contract work.
ARTICLE XIX: RECIPIENT'S RESPONSIBILITY FOR COMPLIANCE
19.1 Irrespective of the participation of other parties or third party contractors, the
Recipient remains primarily responsible for compliance with this Agreement and all applicable
federal, state, and local laws and regulations.
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ARTICLE XX: LABOR LAW COMPLIANCE
20.1 The Recipient agrees to comply with the labor law compliance provisions of any
FTA grant contract pertaining to any Project funded by this Agreement and all applicable federal
and state labor laws and regulations including, but not limited to, such laws and regulations relating
to minimum wages to be paid to employees, limitations upon the employment of minors, minimum
fair wage standards for minors, payment of wages due employees, and health and safety of
employees.
(a) Contract Work Hours and Safety Standards. The requirements of the clauses
contained in 29 CFR 5.5(b) are applicable to any contract subject to the overtime provisions of the
Contract Work Hours and Safety Standards Act and not to any of the other statutes cited in 29 CFR
5.1. The Recipient and its subcontractors shall maintain payrolls and basic payroll records during
the course of the work and shall preserve them for a period of three years from the completion of
the contracts for all laborers and mechanics, including guards and watchmen, working on the
contract. Such records shall contain the name and address of each such employee, social security
number, correct classification, hourly rates of wages paid, daily and weekly number of hours
worked, deductions made, and actual wages paid. The records to be maintained under this clause
shall be made available by the Recipient or its subcontractors for inspection, copying, or
transcription by authorized representatives of the FTA, U.S. Department of Transportation, or
Department of Labor, and the Recipient or its subcontractors will permit such representatives to
interview employees during working hours on the job.
(b) The Recipient or contractor shall insert in any subcontract the clauses set forth in 29
CFR 5.5(b), and also a clause requiring the subcontractors to include these clauses in any lower tier
subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or
lower tier subcontractor with the clauses set forth in 29 CFR 5.5(b) involving overtime pay, unpaid
wages and withholding for unpaid wages.
20.2 The Recipient also agrees to require any contractor performing professional or
consulting service in connection with any Project funded by this Agreement to agree to adhere to
the requirements of this Article.
ARTICLE XXI: CIVIL RIGHTS
21.1 Non Discrimination.
The Recipient shall comply with and shall require its contractors and subcontractors to
comply with all federal, state, and local laws, rules, regulations and ordinances relating to non-
discrimination including, but not limited to, all requirements of Title VI of the Civil Rights Act of
1964, 42 USC 2000(d); Section 303 of the Age Discrimination Act of 1975, as amended, 42 USC
6101, Section 202 of the Americans with Disabilities Act of 1990, 42 USC 12101 et seq., Federal
Transit Law at 49 USC 5332, and US DOT regulations, "Nondiscrimination in Federally-Assisted
Programs of the Department of Transportation — Effectuation of Title VI of the Civil Rights Act,"
49 CFR 21, and any implementing requirements the FTA may issue.
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21.2 Equal Employment Opportunity Clauses.
(a) Federal Equal Employment Opportunity — The following requirements apply to the
Project and the Recipient agrees to include these requirements in each contract and subcontract
financed in whole or in part with federal assistance provided by FTA.
(1) Discrimination Prohibited — In accordance with 42 USC 2000(e), 49 USC
5332, the Recipient agrees to comply with any applicable Federal statutes, executive orders,
regulations, and Federal policies including the U.S. Department of Labor regulations, "Office of
Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41
CFR 60 et seq., (which implement E.O. No. 11246, "Equal Employment Opportunity," as amended
by E.O. No. 11375, "Amending E.O. No. 11246 relating to Equal Employment Opportunity,") that
may in the future affect construction activities undertaken in the course of this Project. The
Recipient agrees to take affirmative action to ensure that applicants are employed, and that
employees are treated during their employment, without regard to race, color, creed, sex, 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. In
addition, the Recipient agrees to comply with any implementing requirements FTA may issue.
(2) EEO Program Incorporated by Reference — If the Recipient is required to
submit and obtain approval of its EEO program, that EEO program approved by the United States
or State of Illinois government is incorporated by reference and made a part of this Agreement.
Failure by the Recipient to carry out the terms of that EEO program shall be treated as a violation of
this Agreement. Upon notification of its failure to carry out the approved EEO program, the RTA
and the United States or State of Illinois government may impose such remedies as it considers
appropriate, including termination of financial assistance, or other measures that may affect the
Recipient's eligibility to obtain future financial assistance in transportation projects.
(3) Age— In accordance with 49 USC 5332, the Recipient agrees to refrain from
discrimination against present and prospective employees for reasons of age. In addition, the
Recipient agrees to comply with any implementing requirements FTA may issue.
(4) Disabilities — In accordance with 42 USC 12101, the Grantee agrees that it
will comply with the requirements of 29 CFR 1630, pertaining to the employment of persons with
disabilities. In addition, the Recipient agrees to comply with any implementing requirements FTA
may issue. •
(5) Sex —In accordance with Title IX of The Educational Amendments of 1972,
as amended, 20 USC 1681 et seq., and U.S. Department of Transportation regulations 45 CFR 86,
the Recipient agrees to comply with prohibitions against discrimination on the basis of sex, and any
federal requirements that may be promulgated.
(6) Language Proficiency— In accordance with Executive Order No. 13166, the
Grantee agrees to comply with the applicable provisions of said Executive Order, "Improving
Access to Services for Persons with Limited English Proficiency," for improving access to services
for persons with limited English proficiency,see 42 USC 2000d-1.
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(7) Environmental Justice — The Recipient shall comply with the applicable
policies of Executive Order No. 12898, "Federal Actions to Address Environmental Justice in
Minority Populations and Low-Income Populations", see 42 USC 4321 note.
(b) Sexual Harassment—The Recipient will have written sexual harassment policies that
shall include, at a minimum, the following information: (i) the illegality of sexual harassment; (ii)
the definition of sexual harassment, under state law; (iii) a description of sexual harassment,
utilizing examples; (iv) the Recipient's internal complaint process including penalties; (v) the legal
recourse, investigative, and complaint process available through the Department of Human
Resources and the Human Rights Commission; (vi) directions on how to contact the Depaitment
and Commission; and (vii) protection against retaliation as provided by Section 6-101 of the Illinois
Human Rights Act, 775 ILCS 5/1-101 et seq. A copy shall be provided to the RTS upon request.
(c) Illinois Human Rights Act - In the event of the Recipient's non-compliance with the
provisions of the Illinois Equal Employment Opportunity Clause, the Illinois Human Rights Act or
the rules and regulations (the "Rules and Regulations") of the Illinois Department of Human Rights
(the "IDHR"), the Recipient may be declared ineligible for future contracts or subcontracts with the
State of Illinois or any of its political subdivisions or municipal corporations, and this Agreement
may be canceled or voided in whole or in part, and such other sanctions or penalties may be
imposed or remedies invoked as provided by statute or regulation. During the performance of this
Agreement the Recipient agrees as follows:
(1) That it will not discriminate against any employee or applicant for
employment because of race, color, religion, sex, marital status, national origin or ancestry, age,
physical or mental handicap unrelated to ability, or an unfavorable discharge from military service;
and further that it will examine all job classifications to determine if minority persons or women are
underutilized and will take appropriate affirmative action to rectify any such underutilization.
(2) That, if it hires additional employees in order to perform this Agreement or
any portion thereof, it will determine the availability (in accordance with the IDHR Rules and
Regulations) of minorities and women in the area(s) from which it may reasonably recruit and it
will hire for each job classification for which employees are hired in such a way that minorities and
women are not underutilized.
(3) That, in all solicitations or advertisements for employees placed by it or on its
behalf, it will state that all applicants will be afforded equal opportunity without discrimination
because of race, color, religion, sex, marital status, national origin or ancestry, age, physical or
mental handicap unrelated to ability, or an unfavorable discharge from military service.
(4) That it will send to each labor organization or representative of workers with
which it has or is bound by a collective bargaining or other agreement or understanding, a notice
advising such labor organization or representative of the Recipient's obligations under the Illinois
Human Rights Act and the IDHR Rules and Regulations. If any such labor organization or
representative fails or refuses to cooperate with the Recipient in its efforts to comply with such Act
and Rules and Regulations, the Recipient will promptly so notify the IDHR and the contracting
agency and will recruit employees for other sources when necessary to fulfill its obligations
thereunder.
15
1435659.4
. t
(5) That it will submit reports as required by the IDHR Rules and Regulations,
furnish all relevant information as may from time to time be requested by the IDHR or the
contracting agency, and in all respects comply with the Illinois Human Rights Act and the IDHR
Rules and Regulations.
(6) That it will permit access to all relevant books, records, accounts and work
sites by personnel for the contracting agency and the IDHR for purposes of investigation to
ascertain compliance with the Illinois Human Rights Act and the IDHR Rules and Regulations.
(7) That it will include verbatim or by reference the provisions of this section in
every subcontract it awards under which any portion of the contract obligations are undertaken or
assumed, so that such provisions will be binding upon such subcontractor. In the same manner as
with other provisions of this Agreement, the Contractor will be liable for compliance with
applicable provisions of this clause by such subcontractors; and further it will promptly notify the
contracting agency and the IDHR in the event any subcontractor fails to or refuses to comply
therewith. In addition, the Contractor will not utilize any subcontractor declared by the Illinois
Human Rights Commission to be ineligible for contracts or subcontracts with the State of Illinois or
any of its political subdivisions or municipal corporations.
21.3 Disabilities.
The Recipient shall comply with and shall require its contractors and subcontractors to
comply with all applicable federal and state requirements under the ADA and all applicable federal
and state laws and regulations relating to procurement and access requirements in accommodating
individuals with disabilities. The Recipient shall comply with, and agrees to include the following
requirements in each contract or subcontract, applicable state and federal requirements of the
Americans with Disabilities Act of 1990 (ADA), 42 USC 12101, et seq.; 49 USC 5301(d); Section
504 of the Rehabilitation Act of 1973, as amended, 29 USC 794; Architectural Barriers Act, as
amended, 42 USC 4151, et. seq.; including any amendments to the aforementioned Acts; and the
following regulations and amendments thereto:
(a) DOT regulations, "Transportation Services for Individuals with Disabilities (ADA),"
49 CFR 37; "Nondiscrimination on the Basis of Handicap in Programs and Activities Receiving
Federal Financial Assistance," 49 CFR 27; "Americans with Disabilities Act (ADA) Accessibility
Guidelines/Specifications for Transportation Vehicles,"36 CFR 1192 and 49 CFR 38;
(b) Department of Justice (DOJ) regulations, "Nondiscrimination on the Basis of
Disability in State and Local Government Services," 28 CFR 35; and "Nondiscrimination on the
Basis of a Disability by Public Accommodations and in Commercial Facilities," 28 CFR 36;
(c) Uniform Federal Accessibility Standards, Appendix A to 41 CFR 101-19.6 (Copies
of the Uniform Federal Accessibility Standards are available from the Office of Fair Housing and
Equal Opportunity, U.S. Department of Housing and Urban Development, 451 Seventh Street,
S.W.,Washington, DC 20410, telephone (202) 708-1112;
(d) U.S. EEOC regulations to implement the equal employment provisions of the ADA,
29 CFR 1630;
16
1435659.4
(e) Federal Communications Commission regulations, "Telecommunications Relay
Services and Related Customer Premises Equipment for the Hearing and Speech Disabled,"47 CFR
64, Subpart F;
(f) FTA regulations, "Transportation for Elderly and Handicapped Persons," 49 CFR
609;
(g) U.S. ATBCB regulations "Electronic and Information Technology Accessibility
Standards", 36 CFR 1194; and
(h) Any implementing requirements FTA may issue.
21.4 Disadvantaged Business Enterprises.
(a) In accordance with 49 CFR Part 26.13(a), as amended, the Recipient assures the
RTA that it shall not discriminate on the basis of race, color, national origin or sex in the
performance of this Agreement or the award and performance of any subcontract hereunder.
Furthermore, the Recipient shall carry out applicable requirements of 49 CFR Part 26 in the award
and administration of DOT-assisted contracts. Failure by the Recipient to carry out these
requirements is a material breach of this Agreement, which may result in its termination or such
other remedy as the RTA deems appropriate. The Recipient further agrees to include the language
set forth in this Disadvantaged Business Enterprise Assurance in each subcontract it executes.
ARTICLE XXII: ENVIRONMENTAL COMPLIANCE
The Recipient shall comply with and shall require its contractors and subcontractors to comply with
all federal, state, and local laws, rules, regulations and ordinances imposing environmental, resource
conservation, and energy requirements with respect to the Project. The Recipient expressly
understands that the following items do not constitute the Recipient's entire obligation to meet
federal requirements. The Recipient agrees to comply with the following requests:
22.1 Energy Conservation — The Recipient and its contractors at all tiers shall comply
with applicable mandatory standards and policies relating to energy efficiency that are contained in
applicable state energy conservation plans issued in compliance with the Energy Policy and
Conservation Act, 42 USC 6321 et seq.
22.2 Clean Fuels — To the extent applicable the Recipient and its contractors and
subcontractors shall comply with the requirements of "Clean Fuels Formula Grant Program", 49
CFR 624 and any other applicable federal requirements, and 49 USC 5308.
ARTICLE XXIII: DRUG FREE WORKPLACE
23.1 The Recipient certifies and agrees that it will provide a drug-free workplace as
required by the Drug Free Workplace Act (30 ILCS 580/1 et seq.) and that it will comply with all
provisions thereof. Further, the Recipient agrees to comply with the U.S. DOT Drug Free
Workplace Act, and U.S. DOT regulations, "Govemmentwide Requirements for Drug-Free
17
1435659.4
Workplace (Financial Assistance)", 49 CFR 32, and other U.S. DOT and FTA regulations and
guidance pertaining to substance abuse (drugs and alcohol) that may be promulgated.
23.2 If applicable, the Recipient also agrees to comply with all aspects of the anti-drug
program outlined in the "Prevention of Alcohol Misuse and Prohibited Drug Use in Transit
Operations" regulation, 49 CFR 655; "Procedures for Transportation Workplace Drug and Alcohol
Testing Programs" regulation, 49 CFR 40, and to require contractors and subcontractors, when
applicable under 49 U.S.C. 5331 and 49 CFR 655, to do the same.
23.3 Confidentiality — Drugs or Alcohol Abuse. The Recipient shall comply with, and
agrees to include the following requirements in each contract or subcontract, applicable state and
federal requirements of confidentiality and other Civil Rights provisions of the Drug Abuse Office
and Treatment Act of 1972, as amended, 21 USC 1174 et seq. and the Public Health Service Act of
1912, 42 USC 290dd-2, including any amendments to the aforementioned Acts;
ARTICLE XXIV: RESTRICTIONS ON LOBBYING
24.1 (a) If this Agreement provides funding in whole or in part from federal funds for a
Project(s), the Recipient agrees to comply with Section 319 of the 1990 Department of Interior and
Related Agencies Appropriations Act, 31 USC 1352 relating to restrictions on influencing or
attempting to influence federal officials in connection with grants, cooperative agreements, or
contracts. By executing this Agreement, the Recipient certifies its compliance with this Act as
specifically described in subparagraphs (b) and (c)below.
(b) The Recipient agrees that 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 any 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.
(c) The Recipient further agrees that 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 Federal Standard Farm-LLL,
"Disclosure Form to Report Lobbying," in accordance with its instructions.
(d) The Recipient shall require that the language of this Article XXIV be included in the
award documents for all third party contracts and that all such contractors shall certify and disclose
accordingly.
ARTICLE XXV: SEVERABILITY
25.1 If any provision of this Agreement is held invalid for any reason whatsoever, the
remaining provisions shall not be affected thereby if such remainder would continue to conform to
the purposes, terms, and requirements of applicable law.
18
1435659.4
ARTICLE XXVI: ASSIGNMENT AND AGREEMENT
26.1 This Agreement shall not be assigned, transferred, conveyed, sublet, or otherwise
disposed of by the Recipient without the prior written consent of the RTA.
ARTICLE XXVII: AMENDMENT
27.1 The Parties agree that no change of total Agreement amount or modification in
scope of this Agreement shall be of any force or effect unless such amendment is dated, reduced to
writing, executed by both parties, and attached to and made a part of this Agreement. No work shall
be commenced and no costs or obligations incurred in consequence of any amendment to this
Agreement or any attachments hereto unless and until such amendment has been executed and made
a part of this Agreement and Exhibit A, Scope of Services, and Exhibit B, Project Budget, for each
Project as appropriate, has been amended to conform thereto.
ARTICLE XXVIII: TITLES
28.1 The Parties agree that the titles of the articles and paragraphs of this Agreement are
inserted for convenience of identification only and shall not be considered for any other purpose.
ARTICLE XXIX: OWNERSHIP OF DOCUMENTS/TITLE TO WORK
29.1 All documents, data, and records produced by Recipient and its contractors in
carrying out Recipient's obligations and services hereunder, without limitation and whether
preliminary or final, as between the RTA and Recipient shall become and remain the property of the
RTA. The RTA shall have the right to use all such documents, data, and records without restriction
or limitation and without additional compensation to Recipient. All documents, data, and records
utilized in performing research shall be available for examination by the RTA upon request. Upon
completion of the services hereunder or at the termination of this Agreement, all such documents,
data, and records shall, at the option of the RTA, be appropriately arranged, indexed, and delivered
to the RTA by Recipient.
29.2 In accordance with 37 CFR 401, if any invention, improvement, or discovery of
the Recipient or any of its subconsultants is conceived or first actually reduced to practice in the
course of or under this Project, and that invention, improvement, or discovery is patentable under
the laws of the United States of America or any foreign country, the Recipient agrees to notify the
RTA, IDOT and FTA immediately and provide a detailed report. The rights and responsibilities-of
the Recipient, its subcontractors, the RTA, IDOT, and FTA, with respect to such invention,
improvement, or discovery will be determined in accordance with applicable state and federal laws,
regulations, policies, and any waiver thereof. The Recipient agrees to insert the substance of the
provisions of this clause in all subcontracts issued pursuant to this Agreement.
29.3 Rights in Data and Copyrights: The Recipient agrees as follows:
(a) The term "subject data" used in this section means recorded information, whether
or not copyrighted, that is delivered or specified to be delivered under this Agreement. The term
includes graphic or pictorial delineation in media, such as drawings or photographs; text in
19
1435659.4
specifications or related performance or design-type documents; machine forms, such as punched
cards, magnetic tape, or computer memory printouts; and information retained in computer
memory. Examples include, but are not limited to: computer software, engineering drawings and
associated lists, specifications, standards, process sheets, manuals, technical reports, catalog item
identifications, and related information. The term does not include financial reports, cost analyses,
and similar information incidental to project administration.
(b) The following provisions apply to all subject data first produced in the
performance of this Agreement:
(1) Except for its own internal use, the Recipient may not publish or
reproduce subject data in whole or in part, or in any manner or form, nor may the Recipient
authorize others to do so, without the written consent of RTA, IDOT, or FTA, until such time as
RTA, IDOT, or FTA, may have either released or approved the release of such data to the public;
this restriction on publication, however, does not apply to agreements with academic institutions.
(2) As authorized by 49 CFR Part 18.34 and 49 CFR Part 19.36, RTA, IDOT
and FTA reserve a royalty-free, non-exclusive, and irrevocable license to reproduce, publish, or
otherwise use, and to authorize others to use, for"federal and state government purposes:"
(i) Any subject data developed under a grant, cooperative
agreement, subgrant, subagreement, or third party contract, irrespective of whether or not a
copyright has been obtained; and
(ii) Any rights of copyright to which a third party consultant
purchases ownership with federal or state assistance.
(c) When the federal or state government provides assistance to a grantee for a
Project involving planning, research, development, or a demonstration, it is generally FTA and
IDOT's intent to increase the body of mass transportation knowledge, rather than to limit the
benefits of the Project to those parties that have participated therein. Therefore, unless FTA or
IDOT determine otherwise, the recipient of IDOT or FTA assistance to support planning, research,
development, or a demonstration financed under the Acts, as amended, understands and agrees that,
in addition to the rights set forth in section 29.3 (b) above, IDOT or FTA may make available to any
government grantee, third party consultant, or third party subconsultant, either the federal or state
government's license in the copyright to the subject data first produced under this Agreement. In
the event that such a Project, which is the subject of this Agreement, is not completed for any
reason whatsoever, all data developed under that Project shall become subject data as defined in
section 29.3 (a) above, and shall be delivered as RTA may direct. This subsection, however, does
not apply to adaptations of automatic data processing equipment or programs for the Recipient's
use, which costs are financed in whole or in part with IDOT or FTA assistance for transportation
capital projects.
(d) Unless prohibited by state law, the Recipient agrees to indemnify, save, and hold
harmless the RTA, the State of Illinois and FTA, as their officers, agents, and employees acting
within the scope of their official duties, against any liability, including costs and expenses,resulting
from any violation by the Recipient of proprietary rights, copyrights, or right of privacy, arising out
of the publication, translation, reproduction, delivery, use, or disposition of any data furnished
20
1435659.4
under this Agreement. The Recipient shall not be required to indemnify the RTA, the State of
Illinois and FTA for any such liability arising out of the wrongful acts of employees or agents of the
RTA, the State of Illinois or FTA.
(e) Nothing contained in this section on rights in data shall imply a license to the
RTA, IDOT or FTA under any patent to be construed as affecting the scope of any license or other
right otherwise granted to the RTA,IDOT and FTA under any patent.
(f) The requirements of sub-sections (c), (d), and (e) of section 29.3 above, do not
apply to material furnished to the Recipient by the RTA, IDOT and FTA and incorporated in the
work carried out under this Agreement;provided that such incorporated material is identified by the
Recipient at time of delivery of such work.
(g) The Recipient understands and agrees that data and information submitted to the
RTA, IDOT or FTA may be required to be made available under the Freedom of Information Act or
other state or federal statutes in accordance with 49 CFR 19.36, as revised.
ARTICLE XXX: ETHICS
30.1 Bribery - Non-governmental Grantees and third-party contractors shall certify that
they have not been convicted of briber .y.or_attevipting to•bribe_an officer or employee of the State of
Illinois or local government. They also certify that they have not admitted guilt of such conduct
which is a matter of record, nor do they have an. official, agent, or employee who has committed
bribery or attempted bribery on the firm's behalf under the direction or authorization of one of the
Grantee's responsible officials. They also certify that they have not been barred from contracting
with a State or local governmental unit as a result of a violation of Title III,Part E,Article 33 of the
Illinois Criminal Code.
ARTICLE XXXI: PRIVACY
31.1 Should the Grantee, or any of its third party contractors, or their employees,
administer any system of records on behalf of the Federal or State Government, the Privacy Act of
1974, 5 U.S.C. 552 and 49 CFR 10, Subpart C, imposes information restrictions on the party
managing the system of records.
ARTICLE XXXII: DOCUMENTS FORMING THIS AGREEMENT
32.1 The Parties agree that this constitutes the entire Agreement between the Parties hereto,
that there are no agreements or understandings, implied or expressed, except as specifically set forth
or incorporated by reference in the Agreement and that all prior arrangements and understandings in
the connection are merged into and contained in this Agreement. The Parties hereto further agree
that this Agreement consists of this"Technical Services Agreement," and:
• Exhibit A, Scope of Services
• Exhibit B, Project Budget
• Exhibit C, Certifications and Assurances
21
1435659.4
ARTICLE XXXIII: SPECIAL CONDITIONS
33.1 None
ARTICLE XXXIV: MISCELLANEOUS
34.1 Notices. All notices, other communications and approvals required or permitted by
this Agreement shall be in writing and shall be delivered, sent by certified or registered mail (return
receipt requested and postage prepaid), addressed as follows:
(a) in the case of the RTA:
175 West Jackson Boulevard
Suite 1550
Chicago, Illinois 60604
Attention: Nicole Nutter
(b) in the case of the Recipient:
150 Dexter Court
Elgin, IL 60018
Attention: Sarosh Saher
or such other persons or addresses as either party may from time to time designate by notice to the
other. All notices required hereunder shall be in writing and shall be deemed properly served if
delivered in person or if sent by registered or certified mail, with postage prepaid and return receipt
requested, to the addresses specified. All notices required hereunder shall be deemed received on
the date of delivery, or attempted delivery, if delivered in person, or if mailed, on the date which is
two (2) days after the date such notice is deposited in the mail.
34.2 Entire Agreement. This Agreement constitutes the entire agreement between the
parties pertaining to the subject matter hereof and supersedes all prior agreements, negotiations,
discussions and understandings,written or oral, between the parties.
34.3 Governing Law. This Agreement shall be governed by, and interpreted and enforced
in accordance with, the laws in force in the State of Illinois (excluding any conflict of laws rule or
principle which might refer such interpretation to the laws of another jurisdiction).
r I
22
1435659.4
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized representatives.
RECIPIENT: CITY OF ELGIN
F ./' _ :V
Attest: :�'-',, +; �".,.zt.,1T.:\ By: /4sc —cfetpre,
�/`_
SEA ''
'%', -<; - `#` � ► ED SCHOCK
?-:0
Date: ,.•• ' /k/%',.'•. Title:
' 8.,?$ MAYOR
REGIONAL TRANSPORTATION AUTHORITY:
Attest. . 1 ' /` d`Y IW1..f�l/�lo it
SEALED i ` STEPHEN . SCHLICKMAN ytc, 441
SECRETARY OF THE AUTHORITY
REGIONAL TRANSPORTATION AUTHORITY
Date: 5 I Di.-01 Title: EXECUTIVE DIRECTOR
23
1435659.4
Exhibit A
Scope of Services
Elgin National Street Station Area Plan
Project Description:
The National Street Station Area Project will result in a master plan that is built on Elgin's
existing urban fabric, transit amenities, infrastructure and resources. A plan for transit
village with high density mixed-use structures that accommodate residential, business,
recreational and entertainment land uses, parking, and employment opportunities will be
created. The plan will identify complementary land uses and densities that support a
multimodal environment that integrates into the existing community. Attractive, accessible
pedestrian connections that link the mixed use development and transit facility to the
surrounding communities and land uses will be designed.
Project Location:
The project's core study area lies adjacent to the Fox River and extends from National and
Standish Streets (on the north)to Illinois Route 20 (on the south). Redevelopment sites that
link adjacent neighborhoods to the National Street Station on the east and west are included in
this project, resulting in the formation of a T-shaped study area. Due to the irregular shape of
the study area, only the main boundary streets that define the study area are identified below.
* West Boundary
Ely Street and Hendee Street
* North Boundary
Standish Street and National Street
* East Boundary
Villa Street and Wellington Avenue
* South Boundary
Illinois Route 20
Page 1
EXHIBIT B
PROJECT BUDGET
for
Elgin National Street Station Area Plan
Applicant • City of Elgin
RTAP Project Number RTAP2006-479-360-214 Project Budget $100,000.00
Budget Number: 0 Budget Date: 0E4 7.001
Project Budget Inkind Estimated Project Funds
Cash Share
RTA $80,000.00 $0.00 $80,000.00 80.00%
Local $20,000.00 $0.00 $20,000.00 20.00%
Other $0.00 $0.00 $0.00 0.00%
Total: $100,000.00 $0.00 $100,000.00 100.00%
r '
Page 1 of 1
EXHIBIT C
CERTIFICATIONS AND ASSURANCES
In accordance with 49 U.S.C. 5323(n), the following certifications and assurances have been
complied to cover all grants and agreements that include Federal Transit Administration
("FTA"), Illinois Department of Transportation ("IDOT") and/or Regional Transportation
Authority ("RTA") assistance programs. Twenty-Six (26) Categories of certifications and
assurances are listed below by roman numerals I through XXVI. Category I applies to all
Grantees. Category II applies to all applications exceeding $100,000. Categories III through
XXV will apply to and be required for some, but not all, Grantees and projects and will be
indicated with an"X" as needed.
The RTA and the Grantee understand and agree that not every provision of these certifications
and assurances will apply to every Grantee or every project for which the RTA provides Federal
financial assistance through a grant agreement, cooperative agreement or contract. The type of
project and the section of the statute authorizing Federal financial assistance for the project will
determine which provisions apply. The terms of these certifications and assurances reflect
applicable requirements of the FTA's enabling legislation currently in effect.
The Grantee also understands and agrees that these certifications and assurances are special
pre-award requirements specifically prescribed by Federal law or regulation and do not
encompass all statutory and regulatory requirements that may apply to the Grantee or its project.
A comprehensive list of those Federal laws,regulations, and directives is contained in the current
FTA Master Agreement MA(15) for Federal Fiscal Year 2009 (the "Master Agreement") at the
FTA website http://www.fta.dot.gov/documents/15-Master.pdf. The certifications and
assurances in this document have been streamlined to remove most provisions not covered by
statutory or regulatory certification or assurance requirements.
Because many requirements of these certifications and assurances will require the compliance of
the subrecipient of the Grantee, the RTA and the FTA strongly recommend that each Grantee
that will be implementing projects through one or more subrecipients, secure sufficient
documentation from each subrecipient to assure compliance, not only with these certifications
and assurances,but also with the terms of the grant agreement, cooperative agreement or contract
for the project, and the applicable Master Agreement for its project, if applicable, incorporated
therein by reference. Each Grantee is ultimately responsible for compliance with the provisions
of these certifications and assurances applicable to itself or its project irrespective of
participation in the project by any subrecipient.
The Grantee understands and agrees that when it receives RTA assistance on behalf of a
consortium, joint venture, partnership or team, each member of that consortium, joint venture,
partnership, or team is responsible for compliance with the certifications and assurances the
Grantee selects.
1463847
f '
•
The Applicant agrees to comply with the applicable provisions of the following categories that have been selected
by the RTA:
I. Required of Each Grantee X
II. Lobbying _X
III. Procurement Compliance _X_
IV. Providers of Public Transportation
V. Public Hearing
VI. Acquisition of Rolling Stock
•
VII. Acquisition of Capital Assets by Lease
VIII. Bus Testing
IX. Charter Service Agreement
X. School Transportation Agreement
XI. Demand Responsive Service
XII. Alcohol Misuse and Prohibited Drug Use
XIII. Interest and Other Financing Costs
XIV. Intelligent Transportation Systems
XV. Urbanized Area Formula Program
XVI. Clean Fuels Grant Program
XVII. Elderly Individuals and Individuals with Disabilities Formula&Pilot Programs
XVIII. Nonurbanized Area Formula Program
XIX. Job Access and Reverse Commute Formula Grant Program
XX. New Freedom Program
XXI. Alternative Transportation in Parks and Public Lands
XXII. Tribal Transit Program
XXIII. Infrastructure Finance Projects
XXIV. Deposits of Federal Financial Assistance to State Infrastructure Banks
XXV. Additional FTA Certifications&Assurances X
XXVI. IDOT Certifications&Assurances
The following,signature pages (Grantee and Grantee's attorney) must be appropriately completed and signed where
indicated by both Grantee and Grantee's attorney.
1463847
CERTIFICATIONS AND ASSURANCES
Name of Grantee: City of Elgin
Name of Authorized Representative: Ed Schock
Relationship of Authorized Representative: Mayor
BY SIGNING BELOW, on behalf of the Grantee, I declare that the Grantee has duly
authorized me to make these certifications and assurances and bind the Grantee's
compliance. Thus, the Grantee agrees to comply with all local, state and Federal statutes,
regulations, executive orders, and requirements applicable to this grant or contract and
projects funded by this grant or contract.
The RTA intends that the certifications and assurances selected on the preceding page of
these certification and assurances should apply, as provided,to each project for which the
Grantee seeks now, or may later seek,RTA assistance during this fiscal year.
The Grantee affirms the truthfulness and accuracy of the certifications and assurances it
has made in the statements submitted herein with this document and any other
submission made to FTA, IDOT or RTA, and acknowledges that the provisions of the
Program Fraud Civil Remedies Act of 1986, 31 U.S.C. 3801 et seq., as implemented by
U.S. DOT regulations, "Program Fraud Civil Remedies," 49 CFR part 31 may apply to
any certification, assurance or submission made to RTA. The criminal provisions of 18
U.S.C. 1001 may apply to any certification, assurance, or submission made in connection
with a Federal public transportation program authorized in 40 U.S.C. chapter 53 or any
other statute.
In signing this document, I declare under penalties of perjury that the foregoing
certifications and assurances, and any other statements made by me on behalf of the
Grantee are true and correct.
Signature 0.12: -
Date '9"1.2 q - O e
Name Ed Schock
Authorized Representative of Grantee
1463847 1
AFFIRMATION OF GRANTEE'S ATTORNEY
Name of Grantee: City of Elgin
As the undersigned Attorney for the above named Grantee, I hereby affirm to the Grantee
that it has authority under state, local, or tribal government law, as applicable, to make
and comply with these certifications and assurances as indicated on the first page of this
certifications and assurances document. I further affirm that, in my opinion, the
certifications and assurances have been legally made and constitute legal and binding
obligations on the Grantee.
I further affirm to the Grantee that,to the best of my knowledge, there is no legislation or
litigation pending or imminent that might adversely affect the validity of these
certifications and assurances, or of the performance of the project. Furthermore, if I
become aware of circumstances that change the accuracy of the foregoing statements, I
will notify the Grantee, the RTA and, if applicable, IDOT and the FTA.
Signature V V
Date: April 8, 2009
Name William A. Cogley, Corporation Counsel
Attorney for Grantee
Each Grantee that requests Federal financial assistance (except 49 U.S.C. 5312(b) assistance) and each
Grantee with an active capital or formula project must provide an Affirmation of Grantee's Attorney
pertaining to the Grantee's legal capacity. The Grantee may enter its signature in lieu of the Attorney's
signature,provided the Grantee has on file this Affirmation, signed by the attorney and dated this Federal
fiscal year.
1463847 - 2
CERTIFICATIONS AND ASSURANCES
I. ASSURANCES REQUIRED FOR EACH GRANTEE
The RTA may not award any assistance or enter into any contract until the Grantee provides all
certifications and assurances in this Category"I."
A. Assurance of Authority of the Grantee and Its Representative
The authorized representative of the Grantee and the Attorney who sign these certifications,
assurances, and agreements affirm that both the Grantee and its authorized representative have
adequate authority under applicable state, local or Indian tribal law and regulations, and the.
Grantee's by-laws or internal rules to:
(1) Execute and file the grant agreement, cooperative agreement or contract with the
RTA on behalf of the Grantee; and
•
(2) Execute and file the required certifications, assurances and agreements on behalf
of the Grantee binding the Grantee.
B. Standard Assurances
The Grantee assures that it will comply with all applicable local, state and Federal statutes, and
regulations in carrying out any project supported by a grant agreement, cooperative agreement or
contract awarded by the RTA. The Grantee agrees that it is under a continuing obligation to
comply with the terms and conditions of the grant agreement, cooperative agreement or contract
issued for its project with the FTA, IDOT or the RTA. The Grantee recognizes that local, state
and Federal laws, regulations, policies, and administrative practices may be modified from time
to time and those modifications may affect project implementation. The Grantee understands
that Presidential executive orders and Federal directives, including Federal policies and program
guidance may be issued concerning matters affecting the Grantee or its project. The Grantee
agrees that the most recent local, state and Federal laws, regulations, and directives will apply to
the project,unless FTA, IDOT or RTA issues a written determination otherwise.
C. Intergovernmental Review Assurance
Except if the Grantee is an Indian tribal government seeking assistance authorized by 49 U.S.C.
531 1(c)(1), the Grantee assures that each grant of Federal assistance that it receives from the
RTA or contract that it enters into with the RTA has been submitted or will be submitted, as may
be required by each state, for intergovernmental review to the appropriate state and local
agencies. Specifically, the Grantee assures that it has fulfilled or will fulfill the obligations
imposed on FTA by U.S. Department of Transportation (U.S. DOT) regulations,
"Intergovernmental Review of Department of Transportation Programs and Activities," 49 CFR
.part 17. This assurance does not apply to Grantees receiving Federal assistance under FTA's
Tribal Transit Program, 49 U.S.C. 531 1(c)(1).
1463847 3
•
D. Nondiscrimination Assurance
As required by 49 U.S.C. 5332 (which prohibits discrimination on the basis of race, color, creed,
national origin, sex, or age, and prohibits discrimination in employment or business opportunity),
by Title VI of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000d, and by U.S. DOT
regulations, "Nondiscrimination in Federally-Assisted Programs of the Department of
Transportation — Effectuation of Title VI of the Civil Rights Act," 49 CFR part 21 at 21.7, the
Grantee assures that it will comply with all requirements imposed by or issued pursuant to
49 U.S.C. 5332, 42 U.S.C. 2000d, and 49 CFR part 21, so that no person in the United States, on
the basis of race, color, national origin, creed, sex, or age will be excluded from participation in,
tie denied the benefits of, or otherwise be subjected to discrimination in any program or activity
(particularly in the level and quality of transportation services and transportation-related
benefits) funded by Federal assistance and awarded by the RTA.
•
Specifically, during the period in which Federal assistance is extended to the project, or project
property is used for a purpose for which the Federal assistance is extended or for another purpose
involving the provision of similar services or benefits, or as long as the Grantee retains
ownership or possession of the project property, whichever is longer,the Grantee assures that:
(1) Each project will be conducted, property acquisitions will be undertaken, and
project facilities will be operated in accordance with all applicable requirements of 49 U.S.C.
5332, 42 U.S.C. 2000d, and 49 CFR part 21, and Grantee understands that this assurance extends
to its entire facility and to facilities operated in connection with the project;
(2) It will promptly take the necessary actions to effectuate this assurance, including
notifying the public that complaints of discrimination in the provision of transportation-related
services or benefits may be filed with U.S. DOT or FTA. Upon request by U.S. DOT or FTA,the
Grantee assures that it will submit the required information pertaining to its compliance with
these provisions;
(3) It will include in each subagreement, property transfer agreement, third party
contract, third party subcontract, or participation agreement adequate provisions to extend the
requirements imposed by or issued pursuant to 49 U.S.C. 5332, 42 U.S.C. 2000d, and 49 CFR
part 21 to other parties involved therein including any subrecipient, transferee, third party
contractor, third party subcontractor at any level, successor in interest, or any other participant in -
the project;
(4) Should it transfer real property, structures, or improvements financed with Federal
assistance awarded by the RTA to another party, any deeds and instruments recording the
transfer of that property shall contain a covenant running with the land assuring
nondiscrimination for the period during which the property is used for a purpose for which the
Federal assistance is extended or for another purpose involving the provision of similar services
or benefits;
(5) The United States has a right to seek judicial enforcement with regard to any
matter arising under Title VI of the Civil Rights Act, U.S. DOT implementing regulations, and
this assurance; and
1463847 - 4
•
(6) It will make any changes in its Title VI implementing procedures as U.S. DOT or
FTA may request to achieve compliance with the requirements imposed by or issued pursuant to
49 U.S.C. 5332, 42 U.S.C. 2000d, and 49 CFR part 21.
E. Assurance of Nondiscrimination on the Basis of Disability
As required by U.S. DOT regulations, "Nondiscrimination on the Basis of Handicap in Programs
and Activities Receiving or Benefiting from Federal Financial Assistance," at 49 CFR 27.9, the
Grantee assures that, as a condition to the approval or extension of any Federal assistance
awarded by the RTA to construct any facility, obtain any rolling stock or other equipment,
undertake studies, conduct research, or to participate in or obtain any benefit from any program
administered,by FTA, IDOT or RTA, no otherwise qualified person with a disability shall be,
solely by reason of that disability, excluded from participation in, denied the benefits of, or
otherwise subjected to discrimination in any program or activity receiving or benefiting from
Federal assistance administered by the FTA, IDOT or RTA or any entity within U.S. DOT. The
Grantee assures that project implementation and operations so assisted will comply with all
applicable requirements of U.S. DOT regulations implementing the Rehabilitation Act of 1973,
as amended, 29 U.S.C. 794, et seq.; and the Americans with Disabilities Act of 1990, as
amended, 42 U.S.C. 12101 et seq., and implementing U.S. DOT regulations at 49 CFR parts 27,
37, and 38, and any other applicable Federal laws that maybe enacted or Federal regulations that
may be promulgated.
F. U.S. Office of Management and Budget(OMB)Assurances
Consistent with OMB assurances set forth in SF-424B and SF-424D,the Grantee assures that,
with respect to itself or its project,the Grantee:
(1) Has the legal authority to apply for and receive Federal assistance and the
institutional, managerial, and financial capability (including funds sufficient to pay the non-
Federal share of project cost) to assure proper planning, management, and completion of the
project described in the grant agreement, cooperative agreement or contract;
(2) Will give FTA, the Comptroller General of the United States, and, if appropriate,
the state and RTA, through any authorized representative, access to and the right to examine all
records,books, papers, or documents related to the award; and will establish a proper accounting
system in accordance with generally accepted accounting standards or agency directives;
(3) Will establish safeguards to prohibit employees from using their positions for a
purpose that constitutes or presents the appearance of personal or organizational conflict of
interest or personal gain;
(4) Will initiate and complete the work within the applicable project time periods
following receipt of RTA approval;
(5) Will comply with all applicable Federal statutes relating to nondiscrimination
including, but not limited to:
1463847 5
•
(a) Title VI of the Civil Rights Act, 42 U.S.C. 2000d, which prohibits
discrimination on the basis of race, color, or national origin;
(b) Title IX of the Education Amendments of 1972, as amended, 20 U.S.C.
1681 through 1683, and 1685 through 1687, and U.S. DOT regulations, "Nondiscrimination on
the Basis of Sex in Education Programs or Activities Receiving Federal Financial Assistance,"
49 CFR part 25, which prohibit discrimination on the basis of sex;
(c) Section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. 794,
which prohibits discrimination on the basis of disability;
(d) The Age Discrimination Act of 1975, as amended, 42 U.S.C. 6101 through
6107, which prohibits discrimination on the basis of age;
(e) The Drug Abuse Office and Treatment Act of 1972, as amended, 21
U.S.C. 1101 et seq.,relating to nondiscrimination on the basis of drug abuse;
(f) The Comprehensive Alcohol Abuse and Alcoholism Prevention Act of
1970, as amended, 42 U.S.C. 4541 et seq. relating to nondiscrimination on the basis of alcohol
abuse or alcoholism;
(g) The Public Health Service Act of 1912, as amended, 42 U.S.C. 201 et seq.,
relating to confidentiality of alcohol and drug abuse patient records;
(h) Title VIII of the Civil Rights Act, 42 U.S.C. 3601 et seq., relating to
nondiscrimination in the sale,rental, or financing of housing; and
(i) Any other nondiscrimination statute(s) that may apply to the project;
(6) To the extent applicable, will comply with, or has complied with, the
requirements of Titles II and III of the Uniform Relocation Assistance and Real Property
Acquisition Policies Act of 1970, as amended, (Uniform Relocation Act) 42 U.S.C. 4601 et seq.,
which, among other things, provide for fair and equitable treatment of persons displaced or
persons whose property is acquired as a result of federally assisted programs. These requirements
apply to all interests in real property acquired for project purposes and displacement caused by
the project regardless of Federal participation in any purchase. As required by sections 210 and
305 of the Uniform Relocation Act, 42 U.S.C. 4630 and 4655, and by U.S. DOT regulations,
"Uniform Relocation Assistance and Real Property Acquisition for Federal and Federally
Assisted Programs," 49 CFR 24.4, the Grantee assures that it has the requisite authority under
applicable state and local law to comply with the requirements of the Uniform Relocation Act,
42 U.S.C. 4601 et seq., and U.S. DOT regulations, "Uniform Relocation Assistance and Real
Property Acquisition for Federal and Federally Assisted Programs," 49 CFR part 24, and will
comply with that Act or has complied with that Act and those implementing regulations,
including but not limited to the following:
1463847 6
(a) The Grantee will adequately inform each affected person of the benefits,
policies, and procedures provided for in 49 CFR part 24;
(b) The Grantee will provide fair and reasonable relocation payments and
assistance as required by 42 U.S.C. 4622, 4623, and 4624; 49 CFR part 24; and any applicable
FTA procedures, to or for families, individuals, partnerships, corporations, or associations
displaced as a result of any project financed with FTA assistance;
(c) The Grantee will provide relocation assistance programs offering the
services described in 42 U.S.C. 4625 to such displaced families, individuals, partnerships,
corporations, or associations in the manner provided in 49 CFR part 24;
(d) Within a reasonable time before displacement, the Grantee will make
available comparable replacement dwellings to displaced families and individuals as required by
42 U.S.C. 4625(c)(3);
(e) The Grantee will carry out the relocation process in such manner as to
provide displaced persons with uniform and consistent services, and will make available
replacement housing in the same range of choices with respect to such housing to all displaced
persons regardless of race, color, religion, or national origin;
(f) In acquiring real property, the Grantee will be guided to the greatest extent
practicable under state law,by the real property acquisition policies of 42 U.S.C. 4651 and 4652;
(g) The Grantee will pay or reimburse property owners for their necessary
expenses as specified in 42 U.S.C. 4653 and 4654, with the understanding that FTA will provide
Federal financial assistance for the Grantee's eligible costs of providing payments for those
expenses, as required by 42 U.S.C. 4631;
(h) The Grantee will execute such amendments to third party contracts and
subagreements financed with FTA assistance and execute, furnish, and be bound by such
additional documents as FTA may determine necessary to effectuate or implement the assurances
provided herein; and
(i) The Grantee agrees to make these assurances part of or incorporate them
by reference into any third party contract or subagreement, or any amendments thereto, relating
to any project financed by FTA involving relocation or land acquisition and provide in any
affected document that these relocation and land acquisition provisions shall supersede any
conflicting provisions;
(7) To the extent applicable, will comply with the Davis-Bacon Act, as amended, 40
U.S.C. 3141 et seq., the Copeland "Anti-Kickback" Act, as amended, 18 U.S.C. 874, and the
Contract Work Hours and Safety Standards Act, as amended, 40 U.S.C. 3701 et seq., regarding
labor standards for federally assisted projects;
1463847 7
(8) To the extent applicable, will comply with the flood insurance purchase
requirements of section 102(a) of the Flood Disaster Protection Act of 1973, as amended, 42
U.S.C. 4012a(a), requiring the Grantee and its subrecipients in a special flood hazard area to
participate in the program and purchase flood insurance if the total cost of insurable construction
and acquisition is $10,000 or more;
(9) To the extent applicable, will comply with the Lead-Based Paint Poisoning
Prevention Act, 42 U.S.C. 4831(b), which prohibits the use of lead-based paint in the
construction or rehabilitation of residence structures;
(10) To the extent applicable, will not dispose of, modify the use of, or change the
terms of the real property title or other interest in the site and facilities on which a construction
project supported with FTA assistance takes place without permission and instructions from the
RTA;
(11) To the extent required by FTA, will record the Federal interest in the title of real
property, and will include a covenant in the title of real property acquired in whole or in part
with Federal assistance funds to assure nondiscrimination during the useful life of the project;
(12) To the extent applicable, will comply with FTA provisions concerning the
drafting, review, and approval of construction plans and specifications of any construction
project supported with FTA assistance. As required by U.S. DOT regulations, "Seismic Safety,"
49 CFR 41.117(d), before accepting delivery of any building financed with FTA assistance, it
will obtain a certificate of compliance with the seismic design and construction requirements of
49 CFR part 41;
(13) To the extent applicable, will provide and maintain competent and adequate
engineering supervision at the construction site of any project supported with FTA assistance to
assure that the complete work conforms with the approved plans and specifications, and will
furnish progress reports and such other information as may be required by FTA, IDOT, or RTA;
(14) To the extent applicable, will comply with any applicable environmental
standards that may be prescribed to implement the following Federal laws and executive orders:
(a) Institution of environmental quality control measures under the National
Environmental Policy Act of 1969, as amended, 42 U.S.C. 4321 through 4335 and Executive
Order No. 11514, as amended, 42 U.S.C. 4321 note;
(b) Notification of violating facilities pursuant to Executive Order No. 11738,
42 U.S.C. 7606 note;
(c) Protection of wetlands pursuant to Executive Order No. 11990, 42 U.S.C.
4321 note;
(d) Evaluation of flood hazards in floodplains in accordance with Executive
Order No. 11988,42 U.S.C. 4321 note;
1463847 8
(e) Assurance of project consistency with the approved state management
program developed pursuant to the requirements of the Coastal Zone Management Act of 1972,
as amended, 16 U.S.C. 1451 through 1465;
(f) Conformity of Federal actions to State (Clean Air) Implementation Plans
under section 176(c) of the Clean Air Act of 1955, as amended, 42 U.S.C. 7401 through 7671q;
(g) Protection of underground sources of drinking water under the Safe
Drinking Water Act of 1974, as amended, 42 U.S.C. 300f through 300j-6;
(h) Protection of endangered species under the Endangered Species Act of
1973, as amended, 16 U.S.C. 1531 through 1544; and
(i) Environmental protections for Federal transportation programs, including,
but not limited to, protections for parks, recreation areas, or wildlife or waterfowl refuges of
national, state, or local significance or any land from a historic site of national, state, or local
significance to be used in a transportation project as required by 49 U.S.C. 303(b) and 303(c);
(j) Protection of the components of the national wild and scenic rivers
systems, as required under the Wild and Scenic Rivers Act of 1968, as amended, 16 U.S.C. 1271
through 1287; and
(k) Provision of assistance to FTA, IDOT and RTA in complying with section
106 of the National Historic Preservation Act of 1966, as amended, 16 U.S.C. 470f; with the
Archaeological and Historic Preservation Act of 1974, as amended, 16 U.S.C. 469 through 469c;
and with Executive Order No. 11593 (identification and protection of historic properties), 16
U.S.C. 470 note;
(15) To the extent applicable, will comply with the requirements of the Hatch Act, 5
U.S.C. 1501 through 1508, and 7324 through 7326, which limit the political activities of state
and local agencies and their officers and employees whose primary employment activities are
financed in whole or part with Federal funds including a Federal loan, grant agreement,
cooperative agreement, or contract except, in accordance with 49 U.S.C. 5307(k)(2) and 23
U.S.C. 142(g), the Hatch Act does not apply to a nonsupervisory employee of a public
transportation system (or of any other agency or entity performing related functions) receiving
FTA assistance to whom that Act does not otherwise apply;
(16) To the extent applicable, will comply with the National Research Act, Pub. L. 93-
348, July 12, 1974, as amended, 42 U.S.C. 289 et seq., and U.S. DOT regulations, "Protection of
Human Subjects," 49 CFR part 11, regarding the protection of human subjects involved in
research, development, and related activities supported by Federal assistance;
(17) To the extent applicable, will comply with the Animal Welfare Act, as amended,
7 U.S.C. 2131 et seq., and U.S. Department of Agriculture regulations, "Animal Welfare," 9
CFR subchapter A, parts 1, 2, 3, and 4, regarding the care, handling, and treatment of warm
1463847 9
blooded animals held or used for research, teaching, or other activities supported by Federal
assistance;
(18) Will have performed the financial and compliance audits as required by the Single
Audit Act Amendments of 1996, 31 U.S.C. 7501 et seq., OMB Circular A-133, "Audits of
States, Local Governments, and Non-Profit Organizations," Revised, and the most recent
applicable OMB A-133 Compliance Supplement provisions for the U.S. DOT; and
(19) To the extent applicable, will comply with all applicable provisions of all other
Federal laws or regulations, and follow Federal directives governing the Project, except to the
extent that the FTA or RTA has expressly approved otherwise in writing.
II. LOBBYING CERTIFICATION
A Grantee that executes a grant agreement, cooperative agreement or contract where Federal
assistance exceeds $100,000 is required to provide the following certification.
A. As required by 31 U.S.C. 1352 and U.S. DOT regulations, "New Restrictions on
Lobbying," at 49 CFR 20.110, the Grantee's authorized representative certifies to the best of his
or her knowledge and belief that for each grant agreement, cooperative agreement or contract
funded by Federal assistance exceeding $100,000:
(1) No Federal appropriated funds have been or will be paid by or on behalf of the
Grantee to any person to influence or attempt to influence an officer or employee of any Federal
agency, a Member of Congress, an officer or employee of Congress, or an employee of a
Member of Congress regarding the award of Federal assistance, or the extension, continuation,
renewal, amendment, or modification of any Federal assistance agreement; and
(2) If any funds other than Federal appropriated funds have been or will be paid to
any person to influence or attempt to influence an officer or employee of any Federal agency, a
Member of Congress, an officer or employee of Congress, or an employee of a Member of
Congress in connection with this grant agreement, cooperative agreement or contract, the
Grantee assures that it will complete and submit Standard Form-LLL, "Disclosure Form to
Report Lobbying," including information required by the instructions accompanying the form,
which form may be amended to omit such information as authorized by 31 U.S.C. 1352; and
(3) The language of this certification shall be included in the award documents for all
subawards at all tiers (including subcontracts, subgrants, subagreements, and contracts under
grants, loans, and cooperative agreements).
B. The Grantee understands that this certification is a material representation of fact upon
which reliance is placed by the FTA, IDOT and RTA and that submission of this certification is a
prerequisite for providing Federal assistance for a transaction covered by 31 U.S.C. 1352. The
Grantee also understands that any person who fails to file a 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.
•
1463847 10
III. PROCUREMENT COMPLIANCE
In accordance with 49 CFR 18.36(g)(3)(ii), each Grantee that is a state, local or Indian tribal
government that is seeking Federal assistance to acquire property or services in support of its
project is requested to provide the following certification. The RTA also requests other Grantees
to provide the following certification. A Grantee that requests RTA assistance to acquire
property or services in support of its project that fails to provide this certification may be
determined ineligible for award of local or Federal assistance for the project, if the RTA
determines that its procurement practices and procurement system are incapable of compliance
with local, state and Federal laws, regulations and directives governing procurements financed
with RTA or FTA assistance.
a
The Grantee certifies that its procurements and procurement system will comply with all
applicable Federal laws and regulations in accordance with applicable Federal directives, except
to the extent the RTA has expressly approved otherwise in writing.
IV. PROTECTIONS FOR PRIVATE TRANSPORTATION PROVIDERS
A Grantee that is a state, local or Indian Tribal government that is seeking Federal assistance
authorized under 49 U.S.C. chapter 53 to acquire any property or an interest in the property of a
private provider of public transportation or to operate public transportation equipment or
facilities in competition with, or in addition to, transportation service provided by an existing
private provider of public transportation is required to provide the following certification.
As required by 49 U.S.C. 5323(a)(1), the Grantee certifies that before it acquires the property or
an interest in the property of a private provider of public transportation or operates public
transportation equipment or facilities in competition with, or in addition to, transportation service
provided by an existing public transportation company, it has or will have:
A. Determined that the assistance is essential to carrying out a program of projects as
required by 49 U.S.C. 5303, 5304, and 5306;
B. Provided for the participation of private companies engaged in public transportation to
the maximum extent feasible; and
C. Paid just compensation under state or local law to the company for any franchise or
property acquired.
r
V. PUBLIC HEARING
A Grantee seeking Federal assistance authorized under 49 U.S.C. chapter 53 for a capital project
that will substantially affect a community or a community's public transportation service is
required to provide the following certification.
As required by 49 U.S.C. 5323(b), for a proposed capital project that will substantially affect a
community, or the public transportation service of a community, the Grantee certifies that it has,
or before receiving the grant, it will have:
A. Provided an adequate opportunity for public review and comment on the project;
1463847 11
B. After providing notice, including a concise description of the proposed project, published
in a newspaper of general circulation in the geographic area to be served, held a public hearing
on the project if the project affects significant economic, social, or environmental interests;
C. Considered the economic, social, and environmental effects of the proposed project; and
D. Determined that the proposed project is consistent with official plans for developing the
community.
VI. ACQUISITION OF ROLLING STOCK
A Grantee seeking Federal assistance authorized under 49 U.S.C. chapter 53 to acquire any
rolling stock for use in revenue service is required to provide the following certification.
As required by 49 U.S.C. 5323(m) and implementing FTA regulations, "Pre-Award and Post-
Delivery Audits of Rolling Stock Purchases," 49 CFR part 663, at 49 CFR 663.7, the Grantee
certifies that it will comply with the requirements of 49 CFR part 663 as modified by
amendments authorized by section 3023(k) of SAFETEA-LU when procuring revenue service
rolling stock. Among other things, the Grantee agrees to conduct or cause to be conducted the
requisite pre-award and post-delivery reviews, and maintain on file the certifications required by
49 CFR part 663, subparts B, C, and D.
VII. ACQUISITION OF CAPITAL ASSETS BY LEASE
A Grantee that intends to use local, state or Federal assistance authorized under 49 U.S.C.
chapter 53 to acquire capital assets by lease is required to provide the following certifications.
As required by FTA regulations, "Capital Leases," 49 CFR part 639, at 49 CFR 639.15(b)(1) and
49 CFR 639.21, if the Grantee acquires any capital asset by lease financed with local, state or
Federal assistance authorized under 49 U.S.C. chapter 53, the Grantee certifies as follows:
(1) It will not use local, state or Federal assistance (authorized by 49 U.S.C. chapter 53) to
finance the cost of leasing any capital asset until it performs calculations demonstrating that
leasing the capital asset would be more cost-effective than purchasing or constructing a
similar asset; and it will complete these calculations before entering into the lease or before
receiving a capital grant for the asset,whichever is later; and
' r
(2) It will not enter into a capital lease for which the RTA or the FTA can provide only
incremental local, state or federal assistance unless it has adequate financial resources to
meet its future obligations under the lease if local, state or Federal assistance is not available
for capital projects in the subsequent years.
1463847
12
VIII. BUS TESTING
A Grantee that receives Federal assistance appropriated or made available for 49 U.S.C. chapter
53 to acquire any new bus model or any bus model with a new major change in configuration or
components is required to provide the following certification.
As required by 49 U.S.C. 5318 and FTA regulations, "Bus Testing," at 49 CFR 665.7, the
Grantee certifies that,before expending any Federal assistance to acquire the first bus of any new
bus model or any bus model with a new major change in configuration or components, or before
authorizing final acceptance of that bus (as described in 49 CFR part 665):
A. The bus model will have been tested at the FTA's bus testing facility; and
B. The Grantee will have received a copy of the test report prepared on the bus model.
IX. CHARTER SERVICE AGREEMENT
A Grantee receiving Federal assistance authorized under 49 U.S.C. chapter 53 (except as
permitted by 49 CRR 604.2), or under 23 U.S.C. 133 or 142 to acquire or operate any public
transportation equipment or facilities is required to enter into the following Charter Service
Agreement.
A. As required by 49 U.S.C. 5323(d) and (g) and FTA regulations at 49 CFR part 604.4, the
Grantee understands and agrees that it and each subrecipient, lessee, third party contractor, or
other participant in the project at any tier may provide charter service for transportation projects
that uses equipment or facilities acquired with federal assistance authorized under the Federal
transit laws (except as permitted by 49 CRR 604.2), or under 23 U.S.C. 133 or 142 only in
compliance with those laws and FTA regulations, "Charter Service", 49 CFR part 604, the terms
and conditions of which are incorporated herein by reference.
B. The Grantee understands and agrees that:
(1) The requirements of FTA regulations, "Charter Service," 49 CFR part 604, will
apply to any charter service that it or its subrecipients, lessees, third party
contractors, or other participants in the project provide;
(2) The definitions of FTA regulations, "Charter Service," 49 CFR part 604 will
apply to this Charter Service Agreement; and
9 f
(3) A pattern of violations of this Charter Service Agreement may require corrective
measures and imposition of remedies, including barring the Grantee, subrecipient, lessee, third
party contractor, or other participant in the project that has engaged in that pattern of violations
• from receiving FTA financial assistance, or withholding an amount of Federal assistance as set
forth in FTA regulations, "Charter Service,"49 CFR part 604, Appendix D.
X. SCHOOL TRANSPORTATION AGREEMENT
A Grantee receiving federal assistance authorized under 49 U.S.C. chapter 53 or under 23 U.S.C.
133 or 142 to acquire or operate public transportation facilities and equipment is required to
enter into the following School Transportation Agreement.
1463 047 13
•
•
A. As required by 49 U.S.C. 5323(f) and (g) and FTA regulations at 49 CFR 605.14, the
Grantee understands and agrees that it and each subrecipient, lessee, third party contractor, or
other participant in the project at any tier may engage in school transportation operations in
competition with private school transportation operators that uses equipment or facilities
acquired with Federal assistance authorized under the Federal transit laws or under 23 U.S.C.
133 or 142, only in compliance with those laws and FTA regulations, "School Bus Operations,"
49 CFR part 605, to the extent consistent with 49 U.S.C. 5323(f) or (g), the terms and conditions
of which are incorporated herein by reference.
B. The Grantee understands and agrees that:
(1) The requirements of FTA regulations, "School Bus Operations," 49 CFR part 605,
to the extent consistent with 49 U.S.C. 5323(f) or (g), will apply to any school transportation
service it or its subrecipients, lessees, third party contractors, or other participants in the project
provide,
(2) The definitions of FTA regulations, "School Bus Operations," 49 CFR part 605
will apply to this School Transportation Agreement; and
(3) If there is a violation of this School Transportation Agreement, FTA will bar the
Grantee, subrecipient, lessee, third party contractor, or other participant in the project that has
violated this School Transportation Agreement from receiving Federal transit assistance in an
amount FTA considers appropriate.
XI. DEMAND RESPONSIVE SERVICE
A Grantee that operates demand responsive service and receives direct Federal assistance
authorized for 49 U.S.C. chapter 53 to acquire non-rail public transportation vehicles is required
to provide the following certification.
As required by U.S. DOT regulations, "Transportation Services for Individuals with Disabilities
(ADA)," at 49 CFR 37.77(d), the Grantee certifies that its demand responsive service offered to
individuals with disabilities, including individuals who use wheelchairs, is equivalent to the level
and quality of service offered to individuals without disabilities. Viewed in its entirety, the
Grantee's service for individuals with disabilities is provided in the most integrated setting
feasible and is equivalent with respect to: (1) response time, (2) fares, (3) geographic service
area, (4) hours and days of,service, (5) restrictions on trip purpose, (6) availability of information
and reservation capability, and (7) constraints on capacity or service availability.
XII. ALCOHOL MISUSE AND PROHIBITED DRUG USE
If the Grantee is required by FTA regulations, "Prevention of Alcohol Misuse and Prohibited
Drug Use in Transit Operations," at 49 CFR part 655, to provide the following certification
concerning its activities to prevent alcohol misuse and prohibited drug use in its public
transportation operations.
As required by FTA regulations, "Prevention of Alcohol Misuse and Prohibited Drug Use in
Transit Operations," at 49 CFR part 655, subpart I, the Grantee certifies that it has established
1463847 14
and implemented an alcohol misuse and anti-drug program, and has complied with or will
comply with all applicable requirements of FTA regulations, "Prevention of Alcohol Misuse and
Prohibited Drug Use in Transit Operations," 49 CFR part 655.
XIII. INTEREST AND OTHER FINANCING COSTS
A Grantee that intends to use Federal assistance for reimbursement of interest or other financing
costs incurred for its capital projects financed with Federal assistance under the Urbanized Area
Formula Program, the Capital Investment Program, or the Paul S. Sarbanes Transit in Parks
Program is required to provide the following certification.
As required by 49 U.S.C. 5307(g)(3), 5309(g)(2)(B)(iii), 5309(g)(3)(B)(iii), 5309(i)(2)(C), and
5320(h)(2)(C), the Grantee certifies that it will not seek reimbursement for interest or other
financing costs unless it is eligible to receive Federal assistance for those costs and its records
demonstrate that it has used reasonable diligence in seeking the most favorable financing terms
underlying those costs, to the extent FTA may require.
XIV. INTELLIGENT TRANSPORTATION SYSTEMS
A Grantee that intends to use FTA assistance for an Intelligent Transportation Systems (ITS)
project, defined as any project that in whole or in part finances the acquisition of technologies or
systems of technologies that provide or significantly contribute to the provision of one or more
ITS user services as defined in the "National ITS Architecture," is requested to provide the
following assurance.
As used in this assurance, the term Intelligent Transportation Systems (ITS) project is defined to
include any project that in whole or in part finances the acquisition of technologies or systems of
technologies that provide or significantly contribute to the provision of one or more ITS user
services as defined in the"National ITS Architecture."
A. As provided in SAFETEA-LU section 5307(c), 23 U.S.C. 512 note, apart from certain
exceptions, "intelligent transportation system projects carried out using funds made available
from the Highway Trust Fund, including funds made available under this subtitle to deploy
intelligent transportation system technologies, [shall] conform to the national architecture,
applicable standards or provisional standards, and protocols developed under [SAFETEA-LU,
section 5307] subsection (a)." To facilitate compliance with SAFETEA-LU section 5307(c),
23 U.S.C. 512 note, the Grantee assures it will comply with all applicable provisions of Section
V (Regional ITS Architecture) and Section VI (Project Implementation) of FTA Notice, "FTA
National ITS Architecture Policy on Transit Projects," at 66 FR 1455 et seq., January 8, 2001,
and other FTA policies that may be issued in connection with any ITS project it undertakes
financed with funds authorized under Title 49 or Title 23, United States Code, except to the
extent that the RTA or FTA expressly determines otherwise in writing.
B. With respect to any ITS project financed with Federal assistance derived from a source
other than Title 49 or Title 23, United States Code, the Grantee assures that it will use its best
efforts to assure that any ITS project it undertakes will not preclude interface with other
intelligent transportation systems in the Region.
1463847 15
XV. URBANIZED AREA FORMULA PROGRAM
Each Grantee receiving Urbanized Area Formula Program assistance authorized under 49 U.S.C.
5307 is required to provide the following certifications on behalf of itself and any subrecipients
participating in its projects. Unless the RTA or FTA determines otherwise in writing, the
Grantee is ultimately responsible for compliance with its certifications and assurances even
though a subrecipient, lessee, third party contractor, or other participant may participate in that
project. Consequently, in providing certifications and assurances that involve the compliance of
its prospective subrecipients, the Grantee is strongly encouraged to take the appropriate
measures, including but not limited to obtaining sufficient documentation from each
, subrecipient, to assure the validity of all certifications and assurances the Grantee has made to
the RTA. If, however a "Designated Recipient" as defined at 49 U.S.C. 5307(a)(2)(A) enters
into a Supplemental Agreement with the FTA and a Prospective Grantee, that Prospective
Grantee is recognized as the Grantee for Urbanized Area Formula Program assistance and must
provide the following certifications and assurances.
Each Grantee is required by 49 U.S.C. 5307(d)(1)(J) to expend at least one (1) percent of its
Urbanized Area Formula Program assistance for public transportation security projects, unless
the Grantee has certified to RTA that such expenditures are not necessary. Information about the
Grantee's intentions will be recorded in the "Security" tab page of the TEAM-Web "Project
Information" window when the Grantee enters its Urbanized Area Formula Program application
in TEAM-Web.
The RTA may not award Urbanized Area Formula Program assistance to any Grantee that is
required by 49 U.S.C. 5307(d)(1)(K) to expend one (1) percent of its Urbanized Area Formula
Program assistance for eligible transit enhancements unless that Grantee's quarterly report for
the fourth quarter of the preceding Federal fiscal year has been submitted to the RTA.
As required by 49 U.S.C. 5307(d)(1), the Grantee certifies as follows:
(a) In compliance with 49 U.S.C. 5307(d)(1)(A), the Grantee has or will have
the legal, financial, and technical capacity to carry out its proposed program of projects,
including the safety and security aspects of that program;
(b) In compliance with 49 U.S.C. 5307(d)(1)(B), the Grantee has or will have
satisfactory continuing control over the use of Project equipment and facilities;
•
(c) In compliance with 49 U.S.C. 5307(d)(1)(C), the Grantee will adequately
maintain the Project equipment and facilities;
(d) In compliance with 49 U.S.C. 5307(d)(1)(D), the Grantee will assure that
any elderly individual, any individual with disabilities, or any person presenting a Medicare card
issued to himself or herself pursuant to title II or title XVIII of the Social Security Act (42 U.S.C.
401 et seq. or 42 U.S.C. 1395 et seq.), will be charged for transportation during non-peak hours
using or involving a facility or equipment of a project financed with Federal assistance
authorized for 49 U.S.C. 5307, not more than fifty (50) percent of the peak hour fare;
1463847 16
(e) In compliance with 49 U.S.C. 5307(d)(1)(E), the Grantee, in carrying out a
procurement financed with Federal assistance authorized under 49 U.S.C. 5307: (1) will use
competitive procurement (as defined or approved by FTA), (2) will not use exclusionary or
discriminatory specifications in its procurements, (3) will comply with applicable Buy America
laws, and (4) will comply with the general provisions for FTA assistance of 49 U.S.C. 5323 and
the third party procurement requirements of 49 U.S.C. 5325;
(f) In compliance with 49 U.S.C. 5307(d)(1)(F), the Grantee has complied
with or will comply with the requirements of 49 U.S.C. 5307(c). Specifically, the Grantee: (1)
has made available, or will make available, to the public information on the amounts available
for the"Urbanized Area Formula Program, 49 U.S.C. 5307, and the program of projects it
proposes to undertake; (2) has developed or will develop, in consultation with interested parties
including private transportation providers, a proposed program of projects for activities to be
financed; (3) has published or will publish a proposed program of projects in a way that affected
citizens, private transportation providers, and local elected officials have the opportunity to
examine the proposed program and submit comments on the proposed program and the
performance of the Grantee; (4) has provided or will provide an opportunity for a public hearing
to obtain the views of citizens on the proposed program of projects; (5)has assured or will assure
that the proposed program of projects provides for the coordination of transportation services
assisted under 49 U.S.C. 5336 with transportation services assisted by another Federal
government source; (6) has considered or will consider the comments and views received,
especially those of private transportation providers, in preparing its final program of projects;
and (7) has made or will make the final program of projects available to the public;
(g) In compliance with 49 U.S.C. 5307(d)(1)(G), the Grantee has or will have
available and will provide the amount of funds required by 49 U.S.C. 5307(e) for the local share,
and that those funds will be provided from approved non-Federal sources except as permitted by
Federal law;
(h) In compliance with 49 U.S.C. 5307(d)(1)(H), the Grantee will comply
with: (1) 49 U.S.C. 5301(a) (requirements for public transportation systems that maximize the
safe, secure and efficient mobility of individuals, minimize environmental impacts, and minimize
transportation-related fuel consumption and reliance on foreign oil); (2) 49 U.S.C. 5301(d)
(special efforts to design and provide public transportation for elderly individuals and individuals
with disabilities); and (3) 49 U.S.C. 5303 through 5306 (planning and private enterprise
requirements);
(i) In compliance with 49 U.S.C. 5307(d)(1)(I), the Grantee has a locally
developed process to solicit and consider public comment before raising a fare or implementing a
major reduction of public transportation;
(j) In compliance with 49 U.S.C. 5307(d)(1)(J), each fiscal year, the Grantee
will spend at least one (1) percent of its funds authorized by 49 U.S.C. § 5307 for public
transportation security projects, unless the Grantee has certified to the RTA that such
expenditures are not necessary. Public transportation security projects include increased lighting
in or adjacent to a public transportation system (including bus stops, subway stations, parking
1463847
17
lots, and garages), increased camera surveillance of an area in or adjacent to that system,
emergency telephone line or lines to contact law enforcement or security personnel in an area in
or adjacent to that system, and any other project intended to increase the security and safety of an
existing or planned public transportation; and
(k) In compliance with 49 U.S.C. 5307(d)(1)(K), if the Grantee is a Designated
Recipient serving an urbanized area with a population of at least 200,000, (1) the Grantee
certifies either that it has expended or will expend for transit enhancements as defined at 49
U.S.C. 5302(a)(15) not less than one (1) percent of the amount of the Urbanized Area Formula
Assistance it receives this Federal fiscal year, or that at least one Designated Recipient in its
urbanized area has certified or will certify that the Designated Recipients within that urbanized
area together have expended or will expend for transit enhancements as defined at 49 U.S.C.
5302(a)(15) not less than one (1) percent of the amount of the total amounts the Designated
Recipients receive each fiscal year under 49 U.S.C. 5307, and (2) either the Grantee has listed or
will list the transit enhancement projects it has carried out with those funds, or at least one
Designated Recipient in the Grantee's urbanized area has listed or will list the transit
enhancement projects carried out with funds authorized under 49 U.S.C. 5307. If the Designated
Recipient's quarterly report for the fourth quarter of the preceding Federal fiscal year includes a
list of transit enhancement projects the Designated Recipients in its urbanized area have
implemented during that preceding Federal fiscal year using those funds, the information in that
quarterly report will fulfill the requirements of 49 U.S.C. 5307(d)(1)(K)(ii), and thus that
quarterly report will be incorporated by reference and made part of the Designated Recipient's
and Grantee's certifications and assurances.
XVI. CLEAN FUELS GRANT PROGRAM
Each Grantee receiving Clean Fuels Grant Program assistance authorized under 49 U.S.C. 5308
is required to provide the following certifications on behalf of itself and its subrecipients. Unless
the RTA determines otherwise in writing, the Grantee is ultimately responsible for compliance
with its certifications and assurances even though a subrecipient,lessee, third party contractor, or
other participant may participate in that project. Consequently, in providing certifications and
assurances that involve the compliance of its prospective subrecipients, the Grantee is strongly
encouraged to take the appropriate measures, including but not limited to obtaining sufficient
documentation from each subrecipient, to assure the validity of all certifications and assurances
the Grantee has made to the RTA.
As required by 49 U.S.C. 5308(d)(1), which makes the requirements of 49 U.S.C. 5307
applicable to Clean Fuels Grant Program assistance, and 49 U.S.C. 5307(d)(1), the designated
recipient or the recipient serving as the Grantee on behalf of the designated recipient, or the state
or state organization serving as the Grantee on behalf of the state, certifies as follows:
A. In compliance with 49 U.S.C. 5307(d)(1)(A), the Grantee has or will have the legal,
financial, and technical capacity to carry out its proposed program of projects, including the
safety and security aspects of that program;
B. In compliance with 49 U.S.C. 5307(d)(1)(B), the Grantee has or will have satisfactory
continuing control over the use of project equipment and facilities;
1463847 - 18
C. In compliance with 49 U.S.C. 5307(d)(1)(C), the Grantee will adequately maintain the
project equipment and facilities;
D. In compliance with 49 U.S.C. 5307(d)(1)(D), the Grantee will assure that any elderly
individual, any individual with disabilities, or any person presenting a Medicare card issued
to himself or herself pursuant to title II or title XVIII of the Social Security Act (42 U.S.C.
401 et seq. or 42 U.S.C. 1395 et seq.), will be charged for transportation during non-peak
hours using or involving a facility or equipment of a project financed with Federal
assistance authorized under 49 U.S.C. 5308, not more than fifty (50) percent of the peak
hour fare;
E. In compliance with 49 U.S.C. 5307(d)(1)(E), the Grantee, in carrying out a procurement
financed with Federal assistance authorized under 49 U.S.C. 5308: (1) will use competitive
procurement (as defined or approved by the Secretary), (2) will not use exclusionary or
discriminatory specifications in its procurements, (3) will comply with applicable Buy
America laws, and (4) will comply with the general provisions for FTA assistance of
49 U.S.C. 5323 and the third party procurement requirements of 49 U.S.C. 5325;
F. In compliance with 49 U.S.C. 5307(d)(1)(F), the Grantee has complied with or will comply
with the requirements of 49 U.S.C. 5307(c). Specifically, the Grantee: (1)has made
available, or will make available, to the public information on the amounts available for the
Clean Fuels Grant Program, 49 U.S.C. 5308, and the projects it proposes to undertake;
(2)has developed or will develop, in consultation with interested parties including private
transportation providers, the proposed projects to be financed; (3)has published or will
publish a list of the proposed projects in a way that affected citizens, private transportation
providers, and local elected officials have the opportunity to examine the proposed projects
and submit comments on the proposed projects and the performance of the Grantee; (4)has
provided or will provide an opportunity for a public hearing to obtain the views of citizens
on the proposed projects; (5) has ensured or will ensure that the proposed projects provide
for the coordination of transportation services assisted under 49 U.S.C. 5336 with
transportation services assisted by another Federal Government source; (6) has considered
or will consider the comments and views received, especially those of private transportation
providers, in preparing its final list of projects; and (7)has made or will make the final list
of projects available to the public;
r f
G. In compliance with 49 U.S.C. 5307(d)(1)(G), the Grantee has or will have available and will
provide the amount of funds required by 49 U.S.C. 5308(d)(2) for the local share, and that
those funds will be provided from approved non-Federal sources except as permitted by
Federal law;
H. In compliance with 49 U.S.C. 5307(d)(1)(H), the Grantee will comply with: 49 U.S.C.
5301(a) (requirements for public transportation systems that maximize the safe, secure, and
efficient mobility of individuals, minimize environmental impacts, and minimize
transportation-related fuel consumption and reliance on foreign oil); 49 U.S.C. 5301(d)
(special efforts to design and provide public transportation for elderly individuals and
140847 19
individuals with disabilities); and 49 U.S.C. 5303 through 5306 (planning and private
enterprise requirements);
I. In compliance with 49 U.S.C. 5307(d)(1)(I), the Grantee has a locally developed process to
solicit and consider public comment before raising a fare or implementing a major reduction
of public transportation; and
J. The Grantee certifies that it will operate vehicles purchased with Federal assistance
provided under the Clean Fuels Grant Program,49 U.S.C. 5308 only with clean fuels.
XVII. ELDERLY INDIVIDUALS AND INDIVIDUALS WITH DISABILITIES
FORMULA PROGRAM AND PILOT PROGRAM
This Category does not apply to this Agreement
XVIII.NONURBANIZED AREA FORMULA PROGRAM FOR STATES
This Category does not apply to this Agreement
XIX. JOB ACCESS AND REVERSE COMMUTE FORMULA GRANT PROGRAM
Each Grantee receiving Job Access and Reverse Commute (JARC) Formula Grant Program
assistance authorized under 49 U.S.C. 5316 is required to provide the following certifications on
behalf of itself and any subrecipient that may be implementing its project. Unless FTA
determines otherwise in writing, the Grantee itself is ultimately responsible for compliance with
its certifications and assurances even though a subrecipient, lessee, third party contractor, or
other participant may participate in that project. Consequently, in providing certifications and
assurances that involve the compliance of its prospective subrecipients, the Grantee is strongly
encouraged to take the appropriate measures, including but not limited to obtaining sufficient
documentation from each subrecipient, to assure the validity of all certifications and assurances
the Grantee has made to the RTA.
As required by 49 U.S.C. 5316(f)(1), which makesthe requirements of 49 U.S.C. 5307
applicable to Job Access and Reverse Commute (JARC) formula grants, and 49 U.S.C.
5307(d)(1), the Grantee for JARC Formula Program assistance authorized under 49 U.S.C. 5316,
certifies on behalf of itself and its subrecipients, if any, as follows:
(1) In compliance with 49 U.S.C. 5307(d)(1)(A), the Grantee has or will have the legal,
financial, and technical capacity to carry out its proposed program of project(s),
including the safety and security aspects of that program;
(2) In compliance with 49 U.S.C. 5307(d)(I)(B), the Grantee has or will have satisfactory
continuing control over the use of project equipment and facilities;
1463847 20
(3) In compliance with 49 U.S.C. 5307(d)(1)(C), the Grantee will adequately maintain the
project equipment and facilities;
(4) In compliance with 49 U.S.C. 5307(d)(1)(D), the Grantee will assure that any elderly
individual, any individual with disabilities, or any person presenting a Medicare card
issued to himself or herself pursuant to title II or title XVIII of the Social Security Act
(42 U.S.C. 401 et seq. or 42 U.S.C. 1395 et seq.), will be charged for transportation
during non-peak hours using or involving a facility or equipment of a project financed
with Federal assistance authorized under 49 U.S.C. 5316 not more than fifty (50)
percent of the peak hour fare;
(5) In compliance with 49 U.S.C. 5307(d)(1)(E), the Grantee, in carrying out a procurement
financed with Federal assistance authorized under 49 U.S.C. 5316: (1) will use
competitive procurement (as defined or approved by FTA), (2) will not use exclusionary
or discriminatory specifications in its procurements, (3) will comply with applicable
Buy America laws, and (4) will comply with the general provisions for FTA assistance
of 49 U.S.C. 5323 and the third party procurement requirements of 49 U.S.C. 5325;
(6)In compliance with 49 U.S.C. 5307(d)(1)(G), the Grantee has or will have available and
will provide the amount of funds required by 49 U.S.C. 5316(h) for the local share, and
that those funds will be provided from approved non-Federal sources except as
permitted by Federal law;
(7) In compliance with 49 U.S.C. 5307(d)(1)(H), the Grantee will comply with: (1)
49 U.S.C. 5301(a) (requirements for public transportation systems that maximize the
safe, secure, and efficient mobility of individuals, minimize environmental impacts, and
minimize transportation-related fuel consumption and reliance on foreign oil); (2)
49 U.S.C. 5301(d) (special efforts to design and provide public transportation for elderly
individuals and individuals with disabilities); and (3) 49 U.S.C. 5303 through 5306
(planning and private enterprise requirements); and
(8) In compliance with 49 U.S.C. 5307(d)(1)(I), the Grantee has a locally developed process
to solicit and consider public comment before raising a fare or implementing a major
reduction of public transportation;
XX. NEW FREEDOM PROGRAM
Each Grantee that receives New Freedom Program assistance authorized under 49 U.S.C. 5317
must provide the following certifications on behalf of itself and any subrecipient that may be
implementing its project. Unless FTA determines otherwise in writing, the Grantee itself is
ultimately responsible for compliance with its certifications and assurances even though a
subrecipient, lessee, third party contractor, or other participantmayparticipate in that project.
Consequently, in providing certifications and assurances that involve the compliance of its
prospective subrecipients, the Grantee is strongly encouraged to take the appropriate measures,
including but not limited to obtaining sufficient documentation from each subrecipient, to assure
1463847 - 21
the validity of all certifications and assurances the Grantee has made to the RTA.
As required by 49 U.S.C. 5317(e)(1), which makes the requirements of 49 U.S.C. 5310
applicable to New Freedom grants to the extent the Federal Transit Administrator or his or her
designee determines appropriate, by 49 U.S.C. 5310(d)(1), which makes the requirements of
49 U.S.C. 5307 applicable to Elderly Individuals and Individuals with Disabilities Formula
grants to the extent the Federal Transit Administrator or his or her designee determines
appropriate, and by 49 U.S.C. 5307(d)(1), the Grantee for New Freedom Program assistance
authorized under 49 U.S.C. 5317 certifies and assures on behalf of itself and its subrecipients, if
any, as follows:
(1) In compliance with 49 U.S.C. 5307(d)(1)(A), the Grantee has or will have the legal,
financial, and technical capacity to carry out its proposed program of projects, including
the safety and security aspects of that program;
(2) In compliance with 49 U.S.C. 5307(d)(1)(B), the Grantee has or will have satisfactory
continuing control over the use of project equipment and facilities;
(3) In compliance with 49 U.S.C. 5307(d)(1)(C), the Grantee will adequately maintain the
project equipment and facilities;
(4) In compliance with 49 U.S.C. 5307(d)(1)(E), the Grantee, in carrying out a procurement
financed with Federal assistance authorized under 49 U.S.C. 5317: (1)will use
competitive procurement (as defined or approved by FTA), (2)will not use exclusionary
or discriminatory specifications in its procurements, (3) will comply with applicable
Buy America laws, and (4) will comply with the general provisions for FTA assistance
of 49 U.S.C. 5323 and the third party procurement requirements of 49 U.S.C. 5325;
(5) In compliance with 49 U.S.C. 5307(d)(1)(G), the Grantee has or will have available and
will provide the amount of funds required by 49 U.S.C. 5317(g), and if applicable by
section 3012b(3) and (4), for the local share, and that those funds will be provided from
approved non-Federal sources except as permitted by Federal law; and
•
(6) In compliance with 49 U.S.C. 5307(d)(1)(H), the Grantee will comply with: (1)
49 U.S.C. 5301(a) (requirements for public transportation systems that maximize the
safe, secure, and efficient mobility of individuals, minimize environmental impacts, and
minimize transportation-related fuel consumption and reliance on foreign oil); (2)
49 U.S.C. 5301(d) (special efforts to design and provide public transportation for elderly
individuals and individuals with disabilities); and (3) 49 U.S.C. 5303 through 5306
(planning and private enterprise requirements).
1463847 22
XXI. PAUL S. SARBANES TRANSIT IN PARKS PROGRAM
This Category does not apply to this Agreement
XXII. TRIBAL TRANSIT PROGRAM
Each Grantee receiving Tribal Transit Program assistance must provide all certifications and
assurances set forth below. In accordance with 49 U.S.C. 531 1(c)(1) that authorizes the
Secretary of Transportation to establish terms and conditions for direct grants to Indian tribal
governments, the Grantee certifies and assures as follows:
A. The Grantee assures that:
(1) It has or will have the necessary legal, financial, and managerial capability to apply for,
receive, and disburse Federal assistance authorized for 49 U.S.C. 5311; and to carry out each
project,including the safety and security aspects of that project;
(2) It has or will have satisfactory continuing control over the use of project equipment and
facilities;
(3) The project equipment and facilities will be adequately maintained; and
(4) Its project will achieve maximum feasible coordination with transportation service
assisted by other Federal sources.
B. In accordance with 49 CFR 18.3 6(g)(3)(ii), the Grantee certifies that its procurement
system will comply with the requirements of 49 CFR 18.36, or will inform the RTA promptly
that its procurement system does not comply with 49 CFR 18.36.
C. To the extent applicable to the Grantee or its Project, the Grantee certifies that it will
comply with the certifications, assurances, and agreements in Category VIII (Bus Testing),
Category IX (Charter Bus Agreement), Category X (School Transportation Agreement),
Category XI (Demand Responsive Service), Category XII (Alcohol Misuse and Prohibited Drug
Use), and Category XIV (National Intelligent Transportation Systems Architecture and
Standards) of this document.
D. If its grant exceeds $100,000, the Grantee agrees to comply with the certification in
Category II (Lobbying) of this document.
XXIII.INFRASTRUCTURE FINANCE PROJECTS
Each Grantee that receives Infrastructure Finance assistance authorized under 23 U.S.C.
chapter 6, is required to provide the following certifications.
A. As required by 49 U.S.C. 5323(o), which makes the requirements of 49 U.S.C. 5307
applicable to Grantees seeking Infrastructure Finance assistance authorized under 23 U.S.C.
chapter 6, and by 49 U.S.C. 5307(d)(l), the Grantee certifies as follows:
1463847 23
(1) In compliance with 49 U.S.C. 5307(d)(1)(A), the Grantee has or will have the legal,
financial, and technical capacity to carry out its proposed program of projects, including
the safety and security aspects of that program;
(2) In compliance with 49 U.S.C. 5307(d)(1)(B), the Grantee has or will have satisfactory
continuing control over the use of project equipment and facilities;
(3) In compliance with 49 U.S.C. 5307(d)(1)(C), the Grantee will adequately maintain the
project equipment and facilities;
(4) In compliance with 49 U.S.C. 5307(d)(1)(D), the Grantee will assure that any elderly
individual, any individual with disabilities, or any person presenting a Medicare card
issued to himself or herself pursuant to title II or title XVIII of the Social Security Act
(42 U.S.C. 401 et seq. or 42 U.S.C. 1395 et seq.), will be charged for transportation
during non-peak hours using or involving a facility or equipment of a project financed
with Federal assistance authorized under 23 U.S.C. chapter 6 not more than fifty (50)
percent of the peak hour fare;
(5) In compliance with 49 U.S.C. 5307(d)(1)(E), the Grantee, in carrying out a procurement
financed with Federal assistance authorized under 23 U.S.C. chapter 6: (1)will use
competitive procurement (as defined or approved by FTA), (2)will not use exclusionary
or discriminatory specifications in its procurements, (3) will comply with applicable
Buy America laws, and (4)will comply with the general provisions for FTA assistance
of 49 U.S.C. 5323 and the third party procurement requirements of 49 U.S.C. 5325;
(6) In compliance with 49 U.S.C. 5307(d)(1)(F), the Grantee has complied with or will
comply with the requirements of 49 U.S.C. 5307(c). Specifically, it: (1)has made
available, or will make available, to the public information on the amounts available for
Infrastructure Finance assistance, 23 U.S.C. chapter 6, and the projects it proposes to
undertake; (2) has developed or will develop, in consultation with interested parties
including private transportation providers, the proposed projects to be financed; (3)has
published or will publish a list of projects in a way that affected citizens, private
transportation providers, and local elected officials have the opportunity to examine the
proposed projects and submit comments on the proposed projects and the performance
of the Grantee; (4) has provided or will provide an opportunity for d public hearing to
obtain the views of citizens on the proposed projects; (5)has assured or will assure that
the proposed projects provide for the coordination of transportation services assisted
under 49 U.S.C. 5336 with transportation services assisted by another Federal
government source; (6) has considered or will consider the comments and views
received, especially those of private transportation providers, in preparing its final list of
projects; and (7) has made or will make the final list of projects available to the public;
(7) In compliance with 49 U.S.C. 5307(d)(1)(G), the Grantee has or will have available and
will provide the amount of funds required for the local share, and that those funds will
be provided from approved non-Federal sources except as permitted by Federal law;
1463847 24
(8) In compliance with 49 U.S.C. 5307(d)(1)(H), the Grantee will comply with: (1)
49 U.S.C. 5301(a) (requirements for public transportation systems that maximize the
safe, secure, and efficient mobility of individuals, minimize environmental impacts, and
minimize transportation-related fuel consumption and reliance on foreign oil); (2)
49 U.S.C. 5301(d) (special efforts to design and provide public transportation for elderly
individuals and individuals with disabilities); and (3) 49 U.S.C. 5303 through 5306
(planning and private enterprise requirements);
(9) In compliance with 49 U.S.C. 5307(d)(1)(I), the Grantee has a locally developed process
to solicit and consider public comment before raising a fare or implgmenting a major
reduction of public transportation;
(10) To the extent that the Grantee will be using funds authorized under 49 U.S.C. 5307 for
the project, in compliance with 49 U.S.C. 5307(d)(1)(J), each Federal fiscal year, the
Grantee will spend at least one (1) percent of those funds authorized under 49 U.S.C.
5307 for public transportation security projects (this includes only capital projects in the
case of a Grantee serving an urbanized area with a population of 200,000 or more),
unless the Grantee has certified to FTA that such expenditures are not necessary. Public
transportation security projects include increased lighting in or adjacent to a public
transportation system (including bus stops, subway stations, parking lots, and garages),
increased camera surveillance of an area in or adjacent to that system, emergency
telephone line or lines to contact law enforcement or security personnel in an area in or
adjacent to that system, and any other project intended to increase the security and safety
of an existing or planned public transportation; and
(11) To the extent that the Grantee will be using funds authorized under 49 U.S.C. 5307 for
the project, in compliance with 49 U.S.C. 5309(d)(1)(K): (1) an Grantee that serves an
urbanized area with a population of at least 200,000 will expend not less than one
(1) percent of the amount it receives each Federal fiscal year under 49 U.S.C. 5307 for
transit enhancements, as defined at 49 U.S.C. 5302(a), and (2) if it has received transit
enhancement funds authorized by 49 U.S.C. 5307(k)(1), its quarterly report for the
fourth quarter of the preceding Federal fiscal year includes a list of the projects it has
implemented during that Federal fiscal year using those funds, and that report is
incorporated by reference and made part of its certifications and assurances.
B. As required by 49 U.S.C. 5323(o), which makes the requirements of 49 U.S.C. 5309
applicable to Grantees seeking Infrastructure Finance assistance authorized under 23 U.S.C.
chapter 6, and by 49 U.S.C. 5309(g)(2)(B)(iii), 5309(g)(3)(B)(iii), and 5309(i)(2)(C), the
Grantee certifies that it will not seek reimbursement for interest and other financing costs
incurred in connection with the Project unless it is eligible to receive Federal assistance for
those expenses and its records demonstrate that it has used reasonable diligence in seeking
the most favorable financing terms underlying those costs, to the extent the RTA or the FTA
may require.
1463847 25
XXIV. DEPOSITS OF FEDERAL FINANCIAL ASSISTANCE TO STATE
INFRASTRUCTURE BANKS
This Category does not apply to this Agreement
XXV. ADDITIONAL FTA CERTIFICATIONS AND ASSURANCES
Section 25-1 Definitions
a
As used in Sections XXV of these certifications and assurances:
A. "Agreement" means the agreement between the RTA and Grantee to which these
certifications and assurances are appended as an exhibit.
B. "Government" means the government of the United States of America, the State of
Illinois and the RTA.
C. "Project" means the studies, demonstrations, and/or development projects described in
the Grantee's approved application, for which grant funds are intended to be provided
pursuant to this Agreement.
D. "Project Cost" means costs, eligible for reimbursement or payment under the
Agreement, incurred by the Grantee and/or its contractor(s) in performing the Project.
Section 25-2. Project Implementation
A. Grantee's Responsibility to Extend Federal Requirements to Other Entities.
(1) Entities Affected. Only the entities that are signatories to the Agreement are parties to
the Agreement. To achieve compliance with certain Federal laws, regulations, or directives,
however, other Project participants, such as subrecipients and third party contractors, will
necessarily be affected. Accordingly, the Grantee agrees to take appropriate measures necessary
to ensure all Project participants comply with applicable Federal requirements affecting their
performance.
(2) Documents Affected. The applicability provisions of Federal statutes, regulations, and
directives establishing each Federal requirement determine the extent to which that requirement
affects a Project participant. Accordingly, the Grantee agrees to include adequate provisions to
ensure that each Project participant complies with those Federal requirements. In addition, the
Grantee also agrees to require its third party contractors and subrecipients to include adequate
provisions to ensure compliance with applicable Federal requirements in each lower tier
subcontract and subagreement financed in whole or in part with financial assistance provided by
the FTA, through the RTA, under the Agreement. Additional requirements include the
following:
(a) Third Party Contracts. Because Project activities performed by a third party
contractor must comply with Federal requirements, the Grantee agrees to include appropriate
1463847 26
• t
clauses in each third party contract stating the third party contractor's responsibilities under
Federal law, regulation, or directive, including any necessary provisions requiring the third party
contractor to extend applicable requirements to its subcontractors to the lowest tier necessary.
When the third party contract requires the third party contractor to undertake responsibilities for
the Project usually performed by the Grantee, the requirements applicable to the Grantee
imposed by the Master Agreement and the Agreement for the Project must be included in that
third party contract and extended throughout each tier to the extent appropriate. Additional
guidance pertaining to third party contracting is contained in the FTA's "Best Practices
Procurement Manual." FTA cautions, however, that its "Best Practices Procurement Manual"
focuses mainly on third party procurement processes and may omit certain other Federal
requirements applicable to the work to be performed.
(b) Subagreements. Because Project activities performed by a subrecipient must be
carried out in accordance with Federal requirements, the Grantee agrees to include appropriate
clauses in each subagreement stating the subrecipient's responsibilities under Federal law,
regulation, or directive, including any necessary provisions requiring the subrecipient to impose
applicable Federal requirements on other Project participants to the lowest tier necessary. When
the subagreement requires the subrecipient to undertake primary responsibilities for the Project
usually performed by the Grantee, the requirements applicable to the Grantee imposed by the
Agreement for the Project must be included in that subagreement and extended throughout each
tier to the extent appropriate.
B. No Government Obligations to Third Parties. The Grantee agrees that, absent the
Government's express written consent, the Government shall not be subject to any obligations or
liabilities to any subrecipient,third party contractor, or other person not a party to the Agreement
in connection with the performance of the Project. Notwithstanding that the Government may
have concurred in or approved any solicitation, subagreement, or third party contract, the
Government has no obligations or liabilities to any party, including any subrecipient or third
party contractor.
Section 25-3. Ethics
A. Code of Ethics. The Grantee agrees to maintain a written code or standards of conduct that
shall govern the performance of its officers, employees,board members, or agents engaged in the
award or administration of third party contracts or subagreements supported by Federal
assistance. The code or standards of conduct must provide that the Grantee's officers,, ,
employees, board members, or agents may not solicit or accept gratuities, favors, or anything of
monetary value from any present or potential third party contractor or subrecipient or agent. The
Grantee may set minimum rules for insubstantial financial interests or gifts of unsolicited items
of nominal intrinsic value. The code or standards of conduct must prohibit the Grantee's officers,
employees,board members,or agents from using their positions in a manner that creates a real or
apparent personal or organizational conflict of interest or personal gain. The code or standards
of conduct must include penalties, sanctions, or other disciplinary actions for violations by the
Grantee's officers, employees, board members, or agents, or by the Grantee's third party
contractors or subrecipients or their agents as permitted by State or local law or regulations.
1463847 27
(1) Personal Conflicts of Interest. The Grantee's code or standards of conduct shall prohibit
the Grantee's employees, officers, board members, or agents from participating in the selection,
award, or administration of any third party contract or subagreement supported by Federal funds
if a real or apparent conflict of interest would be involved. Such a conflict would arise when an
employee, officer, board member, or agent, including any member of his or her immediate
family; partner; or organization that employs, or intends to employ, any of the parties listed
herein has a financial interest in the firm selected for award.
(2) Organizational Conflicts of Interest. The Grantee's code or standards of conduct must
include procedures for identifying and preventing real and apparent organizational conflicts of
interest. An organizational conflict of interest exists when the nature of the work to be
performed under a proposed third party contract or subagreement may, without some restrictions
on future activities, result in an unfair competitive advantage to the third party contractor or
subrecipient or impair its objectivity in performing the contract work.
B. Debarment and Suspension. The Grantee agrees to comply, and assures the compliance of
each third party contractor and subrecipient at any tier, with Executive Orders Nos. 12549 and
12689, "Debarment and Suspension," 31 U.S.C. § 6101 note, and U.S. DOT regulations,
"Governmentwide Debarment and Suspension(Nonprocurement)," within 49 C.F.R. Part 29.
Section 25-4. Accounting Records
A. Project Accounts. The Grantee agrees to establish and maintain for the Project either a
separate set of accounts, or separate accounts within the framework of an established accounting
system, that can be identified with the Project, consistent with applicable Federal regulations and
other requirements that the RTA or the FTA may impose. The Grantee agrees that all checks,
payrolls, invoices, contracts, vouchers, orders, or other accounting documents related in whole or
in part to the Project shall be clearly identified,readily accessible and available to the RTA or the
FTA upon its request, and, to the extent feasible, kept separate from documents not related to the
Project.
B. Funds Received or Made Available for the Project. The Grantee agrees to deposit in a
financial institution all advance Project payments it receives from the RTA or the Federal
Government and record in the Project account all amounts provided by the RTA or by the
Federal Government in support of the Agreement and all other funds provided for, accruing to,
or otherwise received on account of the Project (Project funds) consistent with applicable Federal
regulations and other requirements the RTA or the FTA may impose. Use of financial
institutions owned at least 50 percent by minority group members is encouraged.
C. Documentation of Project Costs and Program Income. The Grantee agrees to support all
costs charged to the Project, including any approved services contributed by the Grantee or
others, with properly executed payrolls, time records, invoices, contracts, or vouchers describing
in detail the nature and propriety of the charges. The Grantee also agrees to maintain accurate
records of all program income derived from Project implementation, except certain income
determined by FTA to be exempt from the general Federal program income requirements.
1463847 28
•
Section 25-5. Record Retention and Access
A. Record Retention. The Grantee agrees to maintain intact and readily accessible all data,
documents, reports, records, contracts, and supporting materials relating to the Project as the
Government may require during the course of the Project and for three years thereafter.
B. Access to Records of Grantees and Subrecipients. Upon request, the Grantee agrees to
permit, and require its subrecipients to permit, the U.S. Secretary of Transportation, the
Comptroller General of the United States, and, to the extent appropriate, the State, the RTA, or
their authorized representatives, to inspect all Project work, materials, payrolls, and other data,
and to audit the books, records, and accounts of the Grantee and its subrecipients pertaining to
the Project.
Section 25-6. Civil Rights
A. Equal Employment Opportunity. The Grantee agrees to comply, and assures the compliance
of each third party contractor and each subrecipient at any tier of the Project, with all equal
employment opportunity (EEO) requirements of Title VII of the Civil Rights Act of 1964, as
amended, 42 U.S.C. § 2000e, and 49 U.S.C. § 5332 and any implementing requirements FTA
may issue. Those EEO requirements include,but are not limited to,the following:
(1) General Requirements. The Grantee agrees as follows:
(a) The Grantee agrees that it will not discriminate against any employee or Grantee for
employment because of race, color, creed, sex, disability, age, or national origin. The Grantee
agrees to take affirmative action to ensure that Grantees 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, employment, upgrading,
demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay
or other forms of compensation; and selection for training, including apprenticeship. The
Grantee also agrees to comply with any implementing requirements FTA may issue.
(b) If the Grantee is required to submit and obtain Federal Government approval of its
EEO program, that EEO program approved by the Federal Government is incorporated by
reference and made part of the Agreement. Failure by the Grantee to carry out the terms of that
EEO program shall be treated as a violation of the Agreement. Upon notification.to the Grantee
of its failure to carry out the approved EEO program, the RTA or the Federal Government may
impose such remedies as it considers appropriate, including termination of Federal financial
assistance in accordance with the Agreement, or other measures that may affect the Grantee's
eligibility to obtain future Federal financial assistance for transportation Projects.
B. Disadvantaged Business Enterprise. To the extent required by Federal law, regulation, or
directive, the Grantee agrees to take the following measures to facilitate participation by
disadvantaged business enterprises (DBE) in the Project:
(1) The Grantee agrees and assures that it will comply with TEA-21 § 1101(b), 23 U.S.C. §
1463847 29
101 note, and U.S. DOT regulations, "Participation by Disadvantaged Business Enterprises in
Department of Transportation Financial Assistance Programs," 49 C.F.R. Part 26.
(2) The Grantee agrees and assures that it shall not discriminate on the basis of race, color,
sex, or national origin in the award and performance of any third party contract, or subagreement
supported with Federal assistance derived from U.S. DOT or in the administration of its DBE
program and will comply with the requirements of 49 C.F.R. Part 26. The Grantee agrees to take
all necessary and reasonable steps set forth in 49 C.F.R. Part 26 to ensure nondiscrimination in
the award and administration of all third party contracts and subagreements supported with
Federal assistance derived from U.S. DOT. As required by 49 C.F.R. Part 26 and approved by
U.S. DOT, the Grantee's DBE program is incorporated by reference and made part of the
Agreement. The Grantee agrees that implementation of this DBE program is a legal obligation,
and that failure to carry out its terms shall be treated as a violation of the Agreement. Upon
notification by U.S. DOT to the Grantee of its failure to implement its approved DBE program,
U.S. DOT may impose sanctions as provided for under 49 C.F.R. Part 26 and may, in appropriate
cases, refer the matter for enforcement under 18 U.S.C. § 1001, and/or the Program Fraud Civil
Remedies Act, 31 U.S.C. §§ 3801 et seq.
C. Access Requirements for Persons with Disabilities. The Grantee agrees to comply with all
applicable requirements of the following regulations and any subsequent amendments thereto:
(1) U.S. DOJ regulations, "Nondiscrimination on the Basis of Disability in State and Local
Government Services," 28 C.F.R. Part 35;
(2) U.S. DOJ regulations, "Nondiscrimination on the Basis of Disability by Public
Accommodations and in Commercial Facilities," 28 C.F.R. Part 36;
(3) U.S. General Services Administration (U.S. GSA)regulations, "Accommodations for the
Physically Handicapped," 41 C.F.R. Subpart 101-19;
(4) U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal
Employment Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630;
(5) U.S. Federal Communications Commission regulations, "Telecommunications Relay
Services and Related Customer Premises Equipment for the Hearing and Speech Disabled," 47
C.F.R. Part 64, Subpart F;
(6) FTA regulations, "Transportation for Elderly and Handicapped Persons," 49 C.F.R. Part
609; and
(7) Any implementing requirements FTA may issue.
D. Access to Services for Persons with Limited English Proficiency. The Grantee agrees to
comply with the policies of Executive Order No. 13166,"Improving Access to Services for
Persons with Limited English Proficiency," 42 U.S.C. § 2000d-1 note, and with the provisions of
U.S. DOT Notice, "DOT Guidance to Recipients on Special Language Services to Limited
1463847 30
English Proficient (LEP) Beneficiaries," 66 Fed. Reg. 6733 et seq., January 22, 2001.
E. Environmental Justice. The Grantee agrees to comply with the policies of Executive Order
No. 12898, "Federal Actions to Address Environmental Justice in Minority Populations and
Low-Income Populations," 42 U.S.C. § 4321 note.
F. Other Nondiscrimination Statutes. The Grantee agrees to comply with all applicable
requirements of any other Federal laws and regulations prohibiting discrimination that may apply
to the Project.
Section 25-7. Procurement
A. Clean Air and Clean Water. The Grantee agrees to include in each third party contract,
subgrant, and subagreement exceeding $100,000 adequate provisions to ensure that Project
participants report the use of facilities placed or likely to be placed on U.S. Environmental
Protection Agency (U.S. EPA) "List of Violating Facilities," that it will not use violating
facilities, report violations to FTA and the Regional U.S. EPA Office, and that it will comply
with the inspection and other applicable requirements of:
(1) Section 306 of the Clean Air Act, as amended, 42 U.S.C. § 7414, and other applicable
provisions of the Clean Air Act, as amended,42 U.S.C. §§ 7401, 7671q; and
(2) Section 508 of the Clean Water Act, as amended, 33 U.S.C. § 1368, and any other
applicable requirements of the Clean Water Act, as amended, 33 U.S.C. §§ 1251-1377.
B. Access to Third Party Contract Records. The Grantee agrees to require its third party
contractors and third party subcontractors, at as many tiers of the Project as required, to provide
to the RTA, the U.S. Secretary of Transportation and the Comptroller General of the United
States or their duly authorized representatives, access to all third party records as requested to
conduct audits and inspections related to any third party contract that has not been awarded on
the basis of competitive bidding for a capital or improvement Project, as required by 49 U.S.C. §
5325(a). The Grantee further agrees to require its third party contractors and third party
subcontractors, at as many tiers of the Project as required, to provide sufficient access to third
party procurement records as needed for compliance with Federal regulations or to assure proper
Project management as determined by the FTA or the RTA.
• r
C. Electronic and Information Technology. When using Federal financial assistance to procure
reports or information to be delivered to the Grantee for distribution to FTA, among others, the
Grantee agrees to include in its specifications a requirement that the reports or information will
be prepared using electronic or information technology capable of assuring that, when provided
to the RTA or the FTA, the reports or information will meet the applicable accessibility
standards of section 508 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794d, and
U.S. ATBCB regulations, "Electronic and Information Technology Accessibility Standards," 36
C.F.R. Part 1194, and any amendments thereto.
Section 25-8. Patent Rights.
1463 847 31
A. General. If any invention, improvement, or discovery by the Grantee or any of its third party
contractors or subrecipients at any tier of the Project is conceived or first actually reduced to
practice in the course of or under the Project, and that invention, improvement, or discovery is
patentable under the laws of the United States of America or any foreign country, the Grantee
agrees to notify the RTA immediately and provide a detailed report in a format satisfactory to the
RTA.
B. Federal Rights. The Grantee agrees that its rights and responsibilities, and those of each third
party contractor and each subrecipient at any tier of the Project, pertaining to that invention,
improvement, or discovery will be determined in accordance with applicable Federal laws,
regulations, including any waiver thereof. Absent a determination in writing to the contrary by
the Federal Government, the Grantee agrees to transmit to FTA those rights due the Federal
Government in any invention, improvement, or discovery resulting from that third party contract
or subcontract as specified in U.S. Depaitinent of Commerce regulations, "Rights to Inventions
Made by Nonprofit Organizations and Small Business Firms Under Government Grants,
Contracts and Cooperative Agreements," 37 C.F.R. Part 401 (implementing 35 U.S.C. §§ 200 et
seq.), irrespective of the status of the Grantee, subrecipient, or third party contractor at any tier of
the Project (i.e., a large business, small business, State government or State instrumentality, local
government,nonprofit organization, institution of higher education, individual, etc.)
Section 25-9. Rights in Data and Copyrights.
A. Definition. The term "subject data," as used in this Section 25-9 means recorded
information, whether or not copyrighted, that is delivered or specified to be delivered under the
Agreement. Examples include, but are not limited to: computer software, standards,
specifications, engineering drawings and associated lists, process sheets, manuals, technical
reports, catalog item identifications, and related information. "Subject data" does not include
financial reports, cost analyses, or similar information used for Project administration.
B. Federal Restrictions. The following restrictions apply to all subject data first produced in the
performance of the Agreement:
(1) Except for its own internal use, the Grantee may not publish or reproduce subject data in
whole or in part, or in any manner or form, nor may the Grantee authorize others to do so
without the written consent of the Federal Government, until such time as the Federal
Government may have either released or approved the release of such data to the public.
(2) The restriction on publication of Subsection 25-9.b(1) of these Certifications and
Assurances, however, does not apply to an agreement with an institution of higher learning.
C. Federal Rights in Data and Copyrights. The Grantee agrees to provide to the Federal
Government a royalty-free, non-exclusive and irrevocable license to reproduce, publish, or
otherwise use, and to authorize others to use, for Federal Government purposes the subject data
described in Subsections 25-9.C(1) and 25-9.C(2) of these Certifications & Assurances. As used
herein, "for Federal Government purposes," means use only for the direct purposes of the Federal
1463847
32
Government. Without the copyright owner's consent, the Federal Government may not provide
or otherwise extend to other parties the Federal Government's license to:
(1) Any subject data developed under the Agreement, or under a third party contract or
subagreement financed by the Agreement, whether or not a copyright has been obtained; and
(2) Any rights of copyright to which a Grantee, subrecipient, or a third party contractor
purchases ownership with Federal assistance.
D. Special Federal Rights in Data for Research, Development, Demonstration, and Special
Studies (Planning) Projects. In general, FTA's purpose in providing financial assistance for a
special studies (planning), research, development, or demonstration Project is to increase
transportation knowledge, rather than limit the benefits of the Project to participants in the
Project. Therefore, unless FTA determines otherwise, the Grantee of financial assistance to
support a research, development, demonstration, or a special studies (planning) Project agrees
that, in addition to the rights in data and copyrights of Subsection 25-9.c of these Certifications
& Assurances, FTA may make available to any FTA recipient, subrecipient, third party
contractor, or third party subcontractor, either FTA's license in the copyright to the subject data
or a copy of the subject data. If the Project is not completed for any reason whatsoever, all data
developed under the Project shall become subject data as defined in Subsection 25-9.a of these
Certifications & Assurances and shall be delivered as the Federal Government may direct. This
Subsection 25.9.d of these Certifications & Assurances, however, does not apply to adaptations
of automatic data processing equipment or programs for the Grantee's use when the costs thereof
are financed with Federal funds for capital Projects.
E. Hold Harmless. Except as prohibited or otherwise limited by State law, upon request by the
Federal Government, the Grantee agrees to indemnify, save, and hold harmless the Federal
Government and its officers, agents, and employees acting within the scope of their official
duties against any liability, including costs and expenses, resulting from any willful or
intentional violation by the Grantee of proprietary rights, copyrights, or right of privacy, arising
out of the publication, translation, reproduction, delivery, use, or disposition of any data
furnished under the Project. The Grantee shall not be required to indemnify the Federal
Government for any such liability caused by the wrongful acts of Federal employees or agents.
F. Restrictions on Access to Patent Rights. Nothing in this Section 25-7 pertaining to rights in
data shall'iinply a license to the Federal Government under any patent or be construed to affect
the scope of any license or other right otherwise granted to the Federal Government under any
patent.
G. Data Developed Without Federal Funding or Support. In connection with the Project, the
Grantee may find it necessary to provide data developed without any Federal funding or support
to the Federal Government. The requirements of Subsections 25-7.B, 25-7.0 and 25-7.D of
these certifications and assurances do not apply to data developed without Federal funding or
support, even though that data may have been used in connection with the Project. Nevertheless,
the Grantee understands and agrees that the Federal Government will not be able to protect data
from unauthorized disclosure unless that data is clearly marked "Proprietary" or "Confidential."
1463847 33
r .
H. Statutory Requirements to Release Data. To the extent required by U.S. DOT regulations,
"Uniform Administrative Requirements for Grants and Agreements with Institutions of Higher
Education, Hospitals, and Other Non-Profit Organizations," at 49 C.F.R. § 19.36(d), or by
subsequent Federal laws or regulations, the Grantee understands and agrees that the data and
information it submits to the Federal Government may be required to be released in accordance
with the provisions of the Freedom of Information Act (or another Federal statute providing
access to such records).
Section 25-10. Employee Protection
A. Activities Not Involving Construction. The Grantee agrees to comply, and assures the
compliance of each third party contractor and each subrecipient at any tier of the Project, with
the employee protection requirements for nonconstruction employees of the Contract Work
Hours and Safety Standards Act, as amended, 40 U.S.C. §§ 3701 et seq., in particular the wage
and hour requirements of section 102 of that Act at 40 U.S.C. § 3702, and with U.S. DOL
regulations, "Labor Standards Provisions Applicable to Contracts Governing Federally Financed
and Assisted Construction (also Labor Standards Provisions Applicable to Nonconstruction
Contracts Subject to the Contract Work Hours and Safety Standards Act)," 29 C.F.R. Part 5.
Section 25-11. Environmental Requirements
The Grantee recognizes that many Federal and state laws imposing environmental and resource
conservation requirements may apply to the Project. Some,but not all, of the major Federal laws
that may affect the Project include: the National Environmental Policy Act of 1969, as amended,
42 U.S.C. §§ 4321-4335; the Clean Air Act, as amended, 42 U.S.C. §§ 7401-7671q and scattered
sections of 29 U.S.C.; the Clean Water Act, as amended, 33 U.S.C. §§ 1251-1377; the Resource
Conservation and Recovery Act, as amended, 42 U.S.C. §§ 6901- 6992k; and the Comprehensive
Environmental Response, Compensation, and Liability Act, as amended, 42 U.S.C. §§ 9601-
9675. The Grantee also recognizes that U.S. EPA, FHWA and other Federal agencies have
issued, and in the future are expected to issue, regulations, guidelines, standards, orders,
directives, or other requirements that may affect the Project. Thus, the Grantee agrees to
comply, and assures the compliance of each subrecipient and each third party contractor, with
any such Federal requirements as the Federal Government may now or in the future promulgate.
Listed below are environmental requirements of particular concern to FTA and the Grantee. The
Grantee agrees that those laws and regulations may not constitute the Grantee's entire obligation
to meet all Federal environmental and resource conservation requirements.
A. Environmental Protection. The Grantee agrees to comply with all applicable requirements of
the National Environmental Policy Act of 1969, as amended,42 U.S.C. §§ 4321-4335; Executive
Order No. 11514, as amended, "Protection and Enhancement of Environmental Quality," 42
U.S.C. § 4321 note; FTA statutory requirements at 49 U.S.C. § 5324(b); U.S. Council on
Environmental Quality regulations imposing requirements for compliance with the National
Environmental Policy Act of 1969, as amended, 40 C.F.R. Part 1500-1508; joint FHWA/FTA
regulations, "Environmental Impact and Related Procedures," 23 C.F.R. Part 771 and 49 C.F.R.
Part 622.
1463847 34
B. Air Quality. The Grantee agrees to comply with all applicable regulations, standards, orders,
and requirements implementing the Clean Air Act, as amended, 42 U.S.C. §§ 7401-7671q. In
addition:
(1) The Grantee agrees to comply with the applicable requirements of the U.S. EPA
regulations, "Conformity to State or Federal Implementation Plans of Transportation Plans,
Programs, and Projects Developed, Funded or Approved Under Title 23 U.S.C. or the Federal
Transit Act," 40 C.F.R. Part 51, Subpart T; and "Determining Conformity of Federal Actions to
State or Federal hnplementation Plans," 40 C.F.R. Part 93. To support the requisite air quality
conformity finding for the Project, the Grantee agrees to,implement each air quality mitigation or
control measure incorporated in the Project. The Grantee further agrees that any Project
identified in an applicable State Implementation Plan as a Transportation Control Measure will
be wholly consistent with the design concept and scope of the Project described in the State
Implementation Plan.
(2) U.S. EPA also imposes requirements implementing the Clean Air Act, as amended, that
may apply to transit operators, particularly operators of large transit bus fleets. Accordingly, the
Grantee agrees to comply with the following U.S. EPA regulations to the extent they apply to the
Project: "Control of Air Pollution from Mobile Sources," 40 C.F.R. Part 85; "Control of Air
Pollution from New and In-Use Motor Vehicles and New and In-Use Motor Vehicle Engines,"
40 C.F.R. Part 86; and "Fuel Economy of Motor Vehicles," 40 C.F.R.Part 600.
(3) The Grantee agrees to comply with the notification of violating facility requirements of
Executive Order No. 11738, "Administration of the Clean Air Act and the Federal Water
Pollution Control Act with Respect to Federal Contracts, Grants, or Loans," 42 U.S.C. § 7606
note.
C. Clean Water. The Grantee agrees to comply with all applicable regulations, standards, or
orders issued pursuant to the Clean Water Act, as amended, 33 U.S.C. §§ 1251-1377. In
addition:
(1) The Grantee agrees to protect underground sources of drinking water as required by the
Safe Drinking Water Act of 1974, as amended, 42 U.S.C. §§ 300f-300j-6.
(2) The Grantee agrees to comply with the notification of violating facility requirements'of-
Executive Order No. 11738, "Administration of the Clean Air Act and the Federal Water
Pollution Control Act with Respect to Federal Contracts, Grants, or Loans," 42 U.S.C. § 7606
note.
D. Historic Preservation. The Grantee agrees to encourage and compliance with the Federal
historic and archaeological preservation requirements of section 106 of the National Historic
Preservation Act, as amended, 16 U.S.C. § 470f; Executive Order No. 11593, "Protection and
Enhancement of the Cultural Environment," 16 U.S.C. § 470 note; and the Archaeological and
Historic Preservation Act of 1974, as amended, 16 U.S.C. §§ 469a-469c, as follows:
1463847
35
(1) In accordance with U.S. Advisory Council on Historic Preservation regulations,
"Protection of Historic and Cultural Properties," 36 C.F.R. Part 800, the Grantee agrees to
consult with the State Historic Preservation Officer concerning investigations to identify
properties and resources included in or eligible for inclusion in the National Register of Historic
Places that may be affected by the Project, and agrees to notify the RTA or the FTA of those
properties that are affected.
(2) The Grantee agrees to comply with all Federal requirements to avoid or mitigate adverse
effects on those historic properties.
E. Mitigation of Adverse Environmental Effects. Should theproposed Project cause or result in
adverse environmental effects, the Grantee agrees to take all reasonable measures to minimize
the impact of those adverse effects, as required by 49 U.S.C. § 5324(b), and other applicable
Federal laws and regulations, including joint FHWA/FTA regulations, "Environmental Impact
and Related Procedures," 23 C.F.R. Part 771 and 49 C.F.R. Part 622. The Grantee agrees to
comply with all environmental mitigation measures identified as commitments in applicable
environmental documents, such as environmental assessments, environmental impact statements,
memoranda of agreement, and other documents required by 49 U.S.C. § 303, and with any
conditions imposed by the Federal Government in a finding of no significant impact or record of
decision. The Grantee agrees that those mitigation measures are incorporated by reference and
made part of the Agreement. The Grantee also agrees that any deferred mitigation measures will
be incorporated by reference and made part of the Agreement as soon as an agreement with the
Federal Government is reached. The Grantee understands and agrees that those mitigation
measures that have been agreed upon may not be modified or withdrawn without the express
written approval of the Federal Government.
Section 25-12. Substance Abuse.
The Grantee agrees to comply with the following Federal substance abuse regulations:
a. Drug-Free Workplace. U.S.DOT regulations, "Governmentwide Requirements for Drug-
Free Workplace (Financial Assistance), 49 C.F.R. Part 32, implementing the Drug-Free
Workplace Act of 1988, 41 U.S.C. §§ 701 et seq.
b. Alcohol Misuse and Prohibited Drug Use. FTA regulations, "Prevention of Alcohol Misuse
and Prohibited Drug Use in Transit Operations," 49 CFR Part 655, to the extent applicable.
Section 25-13. Seat Belt Use
In accordance with Executive Order No. 13043, "Increasing Seat Belt Use in the United States,"
23 U.S.C. § 402 note, the Grantee is encouraged to adopt on-the-job seat belt use policies and
programs for its employees that operate company-owned, rented, or personally-operated vehicles
and include this provision in third party contracts and subcontracts, and subagreements financed
with Federal assistance awarded for the Project.
Section 25-14. Special Provision for Urbanized Area Formula Projects.
1463847 36
A. Reporting Requirements. For each fiscal year, the Grantee agrees to conform, and assures
that any transit operator to which the Grantee provides funds authorized by 49 U.S.C. 5307 will
conform, to the reporting system and the uniform system of accounts and records required by 49
U.S.C. § 5335(a) for FTA's national transit database and FTA regulations, "Uniform System of
Accounts and Records and Reporting System,"49 C.F.R. Part 630.
XXVI.IDOT CERTIFICATIONS AND ASSURANCES
Section 26-1. Procurement
A. Contracts — The RTA reserves the right to approve all contracts for goods, property, and
services that exceed $10,000 before the Grantee executes or obligates itself to these
contracts. Any of these contracts or their subcontracts shall contain and comply with all
of the contract clauses pursuant to FTA Circular 4220.1E and 49 CFR Parts 18.36, 19.40-
19.48. The Grantee shall follow state and federal law and procedures (and local policies
not inconsistent with them) when awarding and administering contracts. The Grantee
agrees to give each contract full opportunity for free, open, and competitive procurement
as state law requires.
B. Exclusionary or Discriminatory Specifications - Apart from inconsistent requirements that
federal and state law impose, the Grantee and its contractors will agree that it will not use
federal or state funds to support procurement utilizing exclusionary or discriminatory
specifications and will comply with 49 U.S.C. Section 5323(h)(2).
C. Buy America - Each third-party contract (valued at more than $100,000 for Construction
and Acquisition of Goods or Rolling Stock), which uses FTA assistance must conform
with 49 U.S.C. Section 5323(j), and FTA regulations, "Buy America Requirements,"
49 CFR Part 661. The Grantee will include the applicable Buy America Certifications and
will incorporate its provisions as a part of every relevant third-party contract.
D. Geographic Restrictions - The Grantee and its contractors agree to refrain from using state
or local geographic preferences, except for those which federal statutes expressly mandate
or encourage and those that the RTA, IDOT and the FTA permit.
E. Third-Party Disputes or Breaches - The Grantee agrees to pursue all legal rights available
to it when enforcing or defending any third-party contract. The RTA, IDOT and the FTA
reserve the right to concur in any compromise or settlement of any third-party contract
claim involving the Grantee. The Grantee will notify the RTA, IDOT and the FTA of any
current or prospective major dispute concerning any third-party contract. If the Grantee
seeks to name the Government as a litigant, the Grantee agrees to inform the RTA, IDOT
and the FTA beforehand. The Government retains a right to a proportionate share of any
proceeds derived from any third-party recovery. Unless the Government permits
otherwise, the Grantee will credit the Project Account with any recovered liquidated
damages. Nothing in here shall waive or intend to waive IDOT or the FTA's immunity to
suit.
Section 26-2. Ethics
Bribery - Non-governmental Grantees and third-party contractors shall certify that they have
not been convicted of bribery or attempting to bribe an officer or employee of the State of
Illinois or local government. They also certify that they have not admitted guilt of such conduct
1463847 37
which is a matter of record, nor do they have an official, agent, or employee who has committed
bribery or attempted bribery on the firm's behalf under the direction or authorization of one of
the Grantee's responsible officials. They also certify that they have not been barred from
contracting with a State or local governmental unit as a result of a violation of Section 33E-3 or
33E-4 of the Illinois Criminal Code.
Section 26-3. Indemnification and Insurance
The Grantee agrees to save harmless and indemnify the Government, and its officials,
employees, and agents, from any and all losses, expenses, damages (including loss of use),
demands, suits, and claims and shall defend any suit or action, brought at law or in equity,
based on any alleged injury (including death) or damage arising from actions o ainactions of the
Grantee and the Grantee's employees, officers, agents, and contractors (and their
subcontractors), and shall pay all damages, judgments, costs, fees and expenses, including
attorney's fees, incurred by the Government and its officials, employees, and agents concerning
this Project.
The Grantee agrees that it will maintain or cause to be maintained for the Project's duration,
these self-insurance or insurance policies to protect the Grantee from any property damage or
bodily injury claims, including death, which may arise from or regard the operations, actions,
and/or inactions hereunder by the Grantee, or by anyone that the Grantee directly or indirectly
employed or had associated. The Grantee shall also furnish the RTA with certificate(s)
evidencing all such required insurance coverage, with the Government named as an additional
insured and protected party, where appropriate. The Grantee's cost for this insurance shall not
be an item of eligible Project Cost.
Section 26-4. Independence of Grantee
The Grantee or any of its employees, agents, contractors, or subcontractors shall never be
considered agents or employees of the RTA, IDOT, the FTA, the US DOT, or State of Illinois.
The Grantee also agrees that none of its employees, agents, contractors, or subcontractors will
hold themselves out as, or claim to be, the Government's agents, officers, or employees and will
not by reason of any relationship with the Grant make any claim or demand to, or apply for, any
right or privilege applicable to an agent, officer or employee of the Government, including but
not limited to, rights and privileges concerning workmen's compensation and occupational
diseases coverage, unemployment compensation benefits, Social Security coverage, or retirement
membership or credit.
Civil
Section 26-5. Civil Rights
A. Federal Equal Employment Opportunity - The Grantee agrees to include the following
requirements, which apply to this Project, in each contract and subcontract financed wholly
or partly with the FTA's assistance:
1. General Requirements: The Grantee agrees as follows:
a. Discrimination Prohibited - Under 42 U.S.C. Section 2000e and 49 U.S.C.
Section 5332, the Grantee agrees to comply with applicable Federal statutes,
executive orders, regulations, and Federal policies, including the U.S. Department
of Labor regulations entitled, "Office of Federal Contract Compliance Programs,
1463847 38
Equal Employment Opportunity, Department of Labor," 41 CFR Part 60 et seq.,
(which implement E.O. No. 11246, "Equal Employment Opportunity," as amended
by E.O. No. 11375 and "Amending E.O. No. 11246, `Relating to Equal
Employment Opportunity,') that may in the future affect construction activities
that are undertaken in the course of this Project. The Grantee agrees to take
affirmative action to ensure that Grantees are employed, and that employees are
treated during their employment, without regard to race, color, creed, sex, 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. The Grantee also agrees to comply
with any implementing requirements that the FTA may issue.
B. Illinois Human Rights Act - The Grantee shall comply with the "Equal Employment
Opportunity Clause" that the Illinois Department of Human Rights requires. It is
understood that the term, "contractor," shall also mean "Grantee." The Equal Employment
Opportunity Clause reads as follows and shall apply to the Project:
The Grantee may be declared ineligible for future contracts or subcontracts with the
State of Illinois or any of its political subdivisions or municipal corporations, if the
Grantee fails to comply with any provisions of the Illinois Equal Employment
Opportunity Clause and/or the Illinois Human Rights Act Rules and Regulations of the
Illinois Department of Human Rights (hereinafter "Department" for this subsection
only). The Agreement may be wholly or partly canceled or voided and other sanctions
or penalties may be imposed or remedies invoked as statutes or regulations have
provided. During the Grantee's performance of the Agreement, the Grantee agrees as
follows:
1. That it will not discriminate against any employee or Grantee for employment
because of race, color, religion, sex, national origin, sexual orientation, ancestry,
age,physical or mental handicap unrelated to ability, or unfavorable discharge from
military service. It will also examine all job classifications to determine if
minorities or women are underutilized and take appropriate affirmative action to
rectify any underutilization.
2. That, if it hires additional employees to perform this contract or any portion of it,
the Grantee will determine the availability (under the Department's Rules and
Regulations) of minorities and women in area(s) where it may reasonably recruit
and hire for each job classification that employees are hired, in a way that
minorities and women are not underutilized.
3. That the Grantee will state that all Grantees will be given equal opportunity without
discrimination based on color, race, religion, sex, national origin, sexual
orientation, ancestry, physical or mental handicap unrelated to ability, or
unfavorable discharge from military service in all solicitations or advertisements
for employees placed by it or on its behalf.
4. That the Grantee will send a notice to each labor organization or workers'
representative that has a collective bargaining agreement or other agreement or
understanding that binds the Grantee, to advise them of the Grantee's obligations
under the Illinois Human Rights Act and the Department's Rules and Regulations.
If a labor organization or representative fails or refuses to cooperate with the
Grantee in its efforts to comply with the aforementioned Act and Rules and
Regulations, the Grantee will promptly notify the Department and the contracting
1463847 39
agency and recruit employees from other sources when necessary to fulfill its
obligations thereunder.
5. That the Grantee will submit reports that the Department's Rules and Regulations
have required, furnish all relevant information that the Department or contracting
agency may request from time-to-time, and fully comply with the Illinois Human
Rights Act and the Depaitment's Rules and Regulations.
6. That the Grantee will allow the contracting agency and Departmental personnel to
access all relevant books, records, accounts, and work sites to determine its
compliance with the Illinois Human Rights Act and the Department's Rules and
Regulations.
7. That it will include this section's provisions verbatim or by reference in every
subcontract it awards, under which any portion of the contract obligations are
undertaken or assumed, so that these provisions will bind the subcontractors. In the
same manner as with other provisions of these Certifications & Assurances, the
Grantee will be liable for its subcontractors' compliance with this clause's
applicable provisions and will promptly notify the RTA and IDOT if any
subcontractor fails or refuses to comply with these provisions. The Grantee will
also not use any subcontractor that the Illinois Human Rights Commission declares
ineligible for contracts or subcontracts with the State of Illinois or any of its
political subdivisions or municipal corporations.
C. Disadvantaned Business Enterprise ("DBE") - To the extent required by federal law,
regulation, or directive, the RTA encourages all of its grantees to make a good-faith
effort to contract with "DBEs." Grantees who receive more than the minimal federal
assistance threshold (currently $250,000 in FTA capital and operating funds, exclusive
of funds for transit vehicles purchases, see 49 CFR Part 26.67, or $100,000 in planning
funds) agree to facilitate participation of disadvantaged business enterprises (DBE) as
follows:
1. The Grantee agrees to comply with current U.S. DOT regulations at 49 CFR
Part 26, including any amendments thereto that may be issued during the term of
the Agreement.
2. The Grantee agrees that it shall not discriminate on the basis of race, color,
national origin, or sex in the award and performance of any U.S. DOT-assisted
contract. The Grantee agrees to take all necessary and reasonable steps under
49 CFR Part 26 to ensure that eligible DBEs have the maximum feasible
opportunity to participate in U.S. DOT-assisted contracts. The Grantee DBE
program, if required by 49 CFR Part 26 and as approved by U.S. DOT, is
incorporated by reference into the Agreement. Implementation of this program is
a legal obligation, and the RTA shall treat failure to carry out its terms as a
violation of the Agreement. Upon notification to the Grantee of its failure to carry
out its approved program, U.S. DOT may impose sanctions as provided for under
49 CFR Part 26.
3. The Grantee agrees to include the following clause in all of its agreements and in
of its third party contracts funded wholly or partly with Governmental assistance:
"The Grantee or subcontractor shall not discriminate on the basis of race, color,
national origin, or sex in the performance of this (contract or agreement). The
contractor shall carry out applicable requirements of 49 CFR Part 26 in the
1463847 - 40
award and administration of U.S. DOT assisted (contracts or agreements).
Failure by the (contractor, or subcontractor) to carry out these requirements is a
material breach of the (contract or agreement),that may result in the termination
of this (contract or agreement) or such other remedy as the RTA deems
appropriate."
D. Disabilities
1. Access Requirements for Individuals with Disabilities - The Grantee agrees to
comply with and assure the RTA that any third party contractor under this Project
complies with all applicable requirements of the Americans with Disabilities Act
of 1990 (ADA); 42 U.S.C. Section 12101 et seq.; 49 U.S.C. Section 5301(d);
Section 504 of the Rehabilitation Act of 1973, as amended; 29 U.S.C. Section 794;
Section 16 of the Federal Transit Act, as amended; 49 U.S.C. App. Section 1612;
Architectural Barriers Act, as amended; 42 U.S.C. Section 4151 et seq.; and the
following regulations and any amendments thereto:
a) DOT regulations, "Transportation Services for Individuals with Disabilities
(ADA)," 49 CFR Part 37;
b) DOT regulations, "Americans With Disabilities (ADA) Accessibility
Specifications for Transportation Vehicles," 36 CFR Part 1192 and 49 CFR
Part 38;
Section 26-6. Substance Abuse/Drug Free Workplace
The Grantee agrees to comply with the Illinois (30 ILCS 580/1 et seq.) and U.S. DOT Drug Free
Workplace Acts; U.S. DOT regulations entitled, "Drug-Free Workplace Requirements (Grants),"
49 CFR Part 29 Subpart F, as modified by 41 U.S.C. Section 702, et seq.; when promulgated,
U.S. DOT regulation, "Government-wide Requirements for Drug Free Workplace (Grants)," 49
CFR Part 32; and other U.S. DOT and FTA regulations and guidance pertaining to substance
abuse (drugs and alcohol) that may be promulgated.
If applicable, the Grantee also agrees to comply with all aspects of the anti-drug program
outlined in the "Prevention of Alcohol Misuse and Prohibited Drug Use in Transit Operations"
regulation, 49 CFR Part 655, the"Procedures for Transportation in Workplace Drug and Alcohol
Testing Program, as revised December 19, 2000" regulation, 49 CFR Part 654, and to require
contractors and subcontractors, when applicable under 49 U.S.C. Section 5331 and 49 CFR
Part 655, to do the same.
Section 26-7. Environmental Requirements
The Grantee recognizes that many federal and state statutes, which impose environmental,
resource conservation, and energy requirements,may apply to the Project.
Accordingly, the Grantee agrees to adhere to, and impose on its third party contractors, any
federal and state requirements that the Government may now or in the future promulgate. The
Grantee expressly understands that the following list does not constitute the Grantee's entire
obligation to meeting federal requirements.
A. Environmental Protection - To the extent applicable,the Grantee agrees to comply with the
requirements of the National Environmental Policy Act of 1969, as amended, 42 U.S.C.
Section 4321 et seq.; Section 14 of the Federal Transit Act, as amended, 49 U.S.C. App.
1463 847 41
v F j.w
Section 1610; the Council on Environmental Quality regulations, 40 CFR Part 1500 et
( seq.; and the joint FHWA/FTA regulations, "Environmental Impact and Related
Procedures," 23 CFR Part 771 and 49 CFR Part 622.
B. Air Quality - The Grantee agrees to comply with applicable requirements of the following
Environmental Protection Agency (EPA) regulations: "Conformity to State or Federal
Implementation Plans of Transportation Plans, Programs, and Projects Developed, Funded,
or Approved Under Title 23 U.S.C. or the Federal Transit Act," 40 CFR Part 51 Subpart T;
and "Determining Conformity of Federal Actions to State or Federal Implementation
Plans," 40 CFR Part 93. To support this Project's requisite air quality conformity finding,
the Grantee agrees to implement each air quality mitigation and control measure
, incorporated in the Project. The Grantee agrees that any Project that is identified in an
applicable State Implementation Plan (SIP) as a Transportation Control Measure, will be
wholly consistent with the description of the Project's design concept and scope set forth
in the SIP.
The EPA also imposes requirements pertaining to the Clean Air Act, as amended that may
apply to transit operators, particularly operators of large transit bus fleets. Thus, the
Grantee should be aware that the following EPA regulations, among others, may apply to
this Project: "Control of Air Pollution from Motor Vehicles and Motor Vehicle Engines,"
40 CFR Part 85; "Control of Air Pollution from New and In-Use Motor Vehicles and New
and In-Use Motor Vehicle Engines: Certification and Test Procedures," 40 CFR Part 86;
and"Fuel Economy of Motor Vehicles," 40 CFR Part 600.
C. Use of Public Lands - To the extent applicable, no publicly owned land from a park,
recreation area, or wildlife or waterfowl refuge of national, state, or local significance as
determined by federal, state, or local officials having jurisdiction thereof, or any land from
a historic site of national, state, or local significance may be used for this Project, unless
U.S. DOT has made specific findings required under 49 U.S.C. Section 303.
D. Mitigation of Adverse Environmental Effects - Should the proposed Project cause adverse
environmental effects, the Grantee agrees to take all reasonable steps to minimize such
effects pursuant to 49 U.S.C. Section 5324, all other applicable statutes, and the
procedures set forth in 23 CFR Part 771 and 49 CFR Part 622.
E. Energy Conservation - The Grantee and its third party contractors at all tiers shall comply
with applicable mandatory standards and policies relating to energy efficiency that are
contained in applicable state energy conservation plans issued under the Energy Policy and
Conservation Act,42 U.S.C. Section 6321 et seq.
F. Clean Water - For all contracts and subcontracts exceeding $100,000, Grantee agrees to
comply with all applicable standards, orders, or regulations issued pursuant to the Water
Pollution Control Act, 33 U.S.C. Section 1251 et seq.
G. Clean Fuels—To the extent applicable to the Grantee and its contractors and subcontractors,
the Grantee shall comply with the requirements of the "Clean Fuels Formula Grant
Program," 49 CFR Part 624 and any of the federal government other requirements, 49
U.S.C. Section 5308.
Section 26-8. Privacy
Should the Grantee, or any of its third party contractors, or their employees, administer any
system of records on behalf of the Federal or State Government, the Privacy Act of 1974,
1463847 42
5 U.S.C. Section 552a and 49 CFR Part 29 Subpart F, imposes information restrictions on the
party managing the system of records.
•
•
1463847 43
.,OF f�C
Memorandum
9 City of Elgin
4.47-10 It**
Date: August 17, 2009
To: Sarosh Saher, Planning Manager
From: Jennifer Quinton, Deputy City Clerk
Subject: Resolution No. 09-179, Adopted at the August 12, 2009, Council Meeting
Enclosed you will find the agreement listed below. Please retain a copy for your records. If you
have any questions please feel free to contact our office 847-931-5660 and we will do our best to
assist you. Thank you.
• Agreement with Land Vision, Inc. for Preparation of the National Street Station
Area Plan