HomeMy WebLinkAboutRes 06-08 02/19/2008
RESOLUTION NO. 06-08
A RESOLUTION AUTHORIZING EXECUTION OF A
PROFESSIONAL AND CONSULTING SERVICES AGREEMENT
BETWEEN THE VILLAGE OF MOUNT PROSPECT AND TRAN SYSTEMS
WHEREAS, the Village of Mount Prospect wishes to undertake one or more public
transportation planning related projects; and
WHEREAS, by Resolution No. 33-07 dated July 17, 2007 the Village of Mount Prospect made
application to the Regional Transit Authority (RT A) for financial and technical assistance for the
Village of Mount Prospect Public Transportation System Plan in accordance with the procedures
established by the RT A; and
WHEREAS, pursuant to the requirements of the RTA, all grant recipients must provide to the
RT A an executed agreement for professional and consulting services as part of the public
transportation system study; and
WHEREAS, this agreement sets forth the terms and conditions upon which the Agreement will
be made to provide the professional and consulting services to prepare the "Village of Mount
Prospect Public Transportation Improvement Study"; and
WHEREAS, the corporate authorities of the Village of Mount Prospect have determined that it
would be in best interest of the Village to enter into an Agreement with Tran Systems for
professional and consulting services.
NOW, THEREFORE, BE IT ORDAINED BY THE MAYOR AND BOARD OF TRUSTEES OF
THE VILLAGE OF MOUNT PROSPECT, COOK COUNTY, ILLINOIS:
SECTION ONE: That the Board of Trustees of the Village of Mount Prospect do hereby
authorize and direct the Village President to execute and the Village Clerk to attest the signature
on the Agreement between Tran Systems and the Village of Mount Prospect for professional
and consulting services, a copy of which is attached to and made a part of this Resolution as
Exhibit "A."
SECTION TWO: That this Resolution shall be in full force and effect from and after its passage
and approval in the manner provided by law.
AYES:
Corcoran, Hoefert, Juracek, Korn, Lohrstorfer, Zadel
NAYS:
None
ABSENT:
None
PASSED and APPROVED this 19th day of February, 2008.
~~r~~
In,.ana K. Wilks, Mayor
C:,1c7
M. Lisa ngell, Village' erk
H: \C LKO\files\WI N\RE S\Authorize RT APprofessionalserviceagreementfeb2008.doc
AGREEMENT FOR PROFESSIONAL AND CONSULTING SERVICES
THIS AGREEMENT FOR PROFESSIONAL AND CONSULTING SERVICES
(this "Agreement") is entered into this _ day of March, 2008, in the Village of Mount
Prospect and the State of Illinois, by and between the Village of Mount Prospect, a municipal
corporation and body politic existing under the laws of the State of Illinois (the "Village"),
having offices located at 50 S. Emerson, Mount Prospect, Illinois 60056 and Tran Systems (the
"Contractor"), having offices located at 222 S. Riverside Plaza, Suite 2320, Chicago, Illinois
60606.
For and in consideration of the promises and agreements herein set forth, THE VILLAGE
AND THE CONTRACTOR HEREBY AGREE:
ARTICLE 1.
CONTRACTOR'S SERVICES
1.1 Scope and Description of Services. The Contractor will perform for the benefit
of the Village the services described in Exhibit A, which is attached hereto and incorporated
herein (the "Services"). The Contractor must furnish all professional services, labor, materials,
tools, equipment and supervision necessary or appropriate to fully perform the Services and all
other duties and responsibilities of the Contractor pursuant to this Agreement.
1.2 Standard of Performance. The Contractor must perform all Services required of
it under this Agreement in accordance with the practices, methods, standards, degree of judgment
and skill that are ordinarily possessed and exercised by (and generally accepted as being
appropriate for) nationally recognized professionals of good standing who are performing work
which is of similar scope, nature and complexity as the Services (the "Professional Standard").
1.3 Compliance with Laws. In the performance of the Services, the Contractor must
comply, and must cause all Contractor Related Parties (as defined below) to comply, and must
ensure that the Services comply, with all applicable federal, state and local laws, regulations,
rules, ordinances, codes, permits, licenses, approvals, orders, declarations and decrees in effect
from time to time (collectively, "Laws").
1.4 Qualifications. The Contractor and any subcontractor, consultant, agent or other
entity with which the Contractor contracts to perform a portion of the Services (collectively, the
"Contractor Related Parties") must be suitably qualified and experienced to perform the Services
in accordance with the requirements of this Agreement and the Professional Standard. To the
extent required by any Laws, the Contractor and all Contractor Related Parties must be suitably
licensed or certified to perform the Services.
1.5 Key Personnel. Prior to or upon execution of this Agreement, the Contractor
shall inform the Village of the names of the key personnel of the Contractor (the "Key
Personnel") who will perform or be responsible for supervising performance of the Services on
behalf of the Contractor. The Contractor may not remove any Key Personnel from the Services
without the prior written consent of the Village, unless such Key Personnel are no longer
employed by or affiliated with the Contractor. Key Personnel may only be replaced with the
prior written approval of the Village, which approval will not be unreasonably withheld. If so
Professional Consultant Services Agreement between the Village
of Mount Prospect and Tran Systems.
Page 1 of 1
requested by the Village, the Contractor must promptly replace any Key Personnel or Contractor
Related Party if, in the opinion of the Village, the performance of such Key Personnel or
Contractor Related Party is unsatisfactory.
ARTICLE 2.
TERMS OF PAYMENT FOR SERVICES
2.1 Contract Sum. The Contract Sum for the Contractor's performance of the
Services (the "Contract Sum") shall be calculated as set forth in Exhibit B, which is attached
hereto and incorporated herein, but in no event shall the Contract Sum exceed ONE HUNDRED
TWENTY-FOUR THOUSAND SEVEN HUNDRED NINETY-FOUR DOLLARS AND
47/100 DOLLARS ($124,794.47).
2.2 Invoices. Each invoice for payment submitted by the Contractor must include (i)
a detailed statement of all Services performed and reimbursable expenses incurred (to the extent
applicable and approved by the Village) during the period since the last invoice; (ii) a list of all
Contractor Related Parties with the itemized cost of their services detailed (if applicable); and
(iii) payroll records, time cards, computer records, canceled checks, purchase orders, consulting
contracts and such other backup documentation as the Village may reasonably request to
substantiate the amounts properly owing to the Contractor. All invoices must be submitted by
the first calendar day ofthe month to the Village to the attention of "Village of Mount Prospect".
2.3 Sworn Statements and Lien Waivers. To the extent required by applicable Law
or requested by the Village, the Contractor must also submit to the Village (all in a form
reasonably satisfactory to the Village) with each invoice a sworn statement setting forth all
Contractor Related Parties retained by the Contractor in connection with the performance of the
Services, together with a lien waiver from the Contractor and each such Contractor Related Party
covering the amounts for which payment is then being sought.
2.4 Payment of Amounts Due. The Village will pay all amounts properly owing to
the Contractor as set forth in each invoice within forty-five (45) days following receipt of such
invoice. However, if the Village objects to all or any portion of any invoice, the Village will so
notify the Contractor within twenty (20) days after receipt of such invoice, giving the Contractor
reasons for the objection, and the Village will not pay that portion of the invoice which is in
dispute. The Village will pay any portion of the invoice not in dispute within the preceding
forty-five (45) day period.
2.5 Withholding Payment. Notwithstanding anything to the contrary herein
contained, no compensation will be paid to or claimed by the Contractor for services required to
correct deficiencies attributable to errors or omissions of the Contractor, and all such errors or
omissions must be corrected by the Contractor at the Contractor's sole cost and expense.
Notwithstanding anything to the contrary herein contained, the Village has the right to withhold
from payment due the Contractor such sums as are reasonably necessary to protect the Village
against any loss or damage which may result from: (i) the negligence of or unsatisfactory
Services of the Contractor or Contractor Related Parties; (ii) the failure by the Contractor or any
Contractor Related Parties to perform the Contractor's obligations hereunder; or (iii) claims filed
against the Village relating to the Services. Any sums withheld from the Contractor as provided
in this Article, and subsequently determined to be due and owing to the Contractor, will be paid
to the Contractor.
Professional Consultant Services Agreement between the Village
of Mount Prospect and Tran Systems.
Page 2 of2
2.6 Records. The Contractor's records relating to the Services must be kept in
accordance with generally accepted principles of accounting consistently applied and must be
retained by the Contractor for a period of not less than five (5) years following the completion of
the Services. Such records must be available to the Village or any authorized representative of
the Village, upon reasonable prior notice, for audit and review during normal business hours at
the Village of Mount Prospect Village Hall, 50 S. Emerson, Mount Prospect, Illinois. In
addition, such records must be available, upon reasonable prior notice, for audit and review by
the Regional Transportation Authority ("RTA") the Illinois Department of Transportation
("IDOT") (ifIDOT is providing funding for all or any portion of the Contract Sum), the Federal
Transportation Administration (the "FT A") (if the FT A is providing funding for all or any
portion of the Contract Sum) and any other governmental agency providing funding for all or
any portion of the Contract Sum.
ARTICLE 3.
TIME FOR COMPLETION OF SERVICES
3.1 Term of Agreement. The term of this Agreement shall begin on the execution
date of this agreement and end on May 15,2009 (the "Term"). The Contractor must complete
all Services within the Term. The Contractor must furnish such manpower, materials, facilities,
and equipment and must work such hours, including overtime operations, as may be necessary to
ensure the progress and completion of the Services within the Term. Time is of the essence in
this Agreement.
3.2 Unavoidable Delay. If the Contractor is delayed in the delivery of the Services
pursuant to this Agreement by an Excusable Event (as defined below) legitimately beyond its
reasonable control, it must, immediately upon gaining knowledge of such Excusable Event, give
written notice to the Village and request an extension of time for completion of this Agreement.
The Village will examine the request and determine if the Contractor is entitled to an extension.
The Village of Mount Prospect will notify the Contractor of the decision in writing, and that
decision will be final and binding. By permitting the Contractor to proceed with the Services or
any part of them, after such an extension, the Village in no way waives its rights, if any, under
this Agreement, at law or in equity, if this Agreement has been completed by the date of any
such extension. An "Excusable Event" is an act or neglect of the Village, a material change in
the Services ordered by the Village, fire, unusual delay in deliveries, unavoidable casualties or
other causes which are not reasonably foreseeable and are beyond the Contractor's reasonable
control.
3.3 Progress Reports. The Contractor must prepare and submit monthly progress
reports describing the Services performed in the prior month and anticipated to be performed in
the following one-month period.
ARTICLE 4. INDEPENDENCE OF CONTRACTOR; EMPLOYEES AND
SUBCONTRACTORS
4.1 Independent Contractor. The Contractor is engaged by the Village only for the
purpose and to the extent set forth in this Agreement, and the Contractor's status during the
period of this engagement is that of an independent contractor and nothing herein will at any
time be construed to create the relationship of employer and employee, principal and agent,
partners, or joint ventures between the Village and the Contractor, or between the respective
officers, directors, partners, managers, employees or agents of the Village and the Contractor.
Professional Consultant Services Agreement between the Village
of Mount Prospect and Tran Systems.
Page 3 of3
The Contractor will not be an employee or agent of the Village, nor claim to be acting as such,
and will have no authority whatsoever to bind the Village waive any contractual requirements or
make any statements or representations on behalf of the Village.
4.2 Responsibility for Employees. The Contractor is solely responsible for the
compensation, benefits, contributions and taxes, if any, of all employees and Contractor Related
Parties. The Contractor must at its own expense comply with all applicable workmen's
compensation, unemployment insurance, employer's liability, tax withholding, minimum wage
and hour, and other Laws.
4.3 Contracts with Contractor Related Parties. The Contractor will not contract
with any Contractor Related Party for performance of a portion of the Services without first
securing the Village's approval of the proposed Contractor Related Party. Each contract with a
Contractor Related Party must: (a) require such Services to be performed in accordance with the
requirements of this Agreement, including without limitation the requirements of all applicable
Laws and the Professional Standard; (b) require the Contractor Related Party to agree to be
bound by all the terms and conditions of this Agreement applicable to the Contractor and/or
Contractor Related Parties; and (c) contain such other terms and conditions as the Village may
reasonably request. The Contractor shall be responsible for payments to Contractor Related
Parties out ofthe Contract Sum or other funds of the Contractor.
ARTICLE 5.
WARRANTIES AND REPRESENT A TIONS
In connection with the execution of this Agreement, the Contractor warrants and
represents as follows:
5.1 Feasibility of Performance. The Contractor (i) has carefully examined and
analyzed the provisions and requirements of this Agreement, including all Exhibits hereto; (ii)
understands the nature of the Services required; (iii) from its own analysis has satisfied itself, to
the extent reasonably possible, as to the nature of all things needed for the performance of this
Agreement and all other matters that in any way may affect this Agreement or its performance;
(iv) represents that this Agreement is feasible of performance in accordance with all of its
provisions and requirements; and (v) can and will perform, or cause to be performed, the
Services in accordance with the provisions and requirements of this Agreement.
5.2 Ability to Perform. The Contractor hereby represents and warrants to the
Village, with the intention that the Village rely thereon in entering into this Agreement, that: (a)
the Contractor is financially solvent; (b) the Contractor, and each Contractor Related Party, has
the training, capability, experience, expertise, and licensing necessary to perform the Services in
accordance with the requirements of this Agreement and the Professional Standard; (c) the
Contractor possesses and will keep in force all required licenses, permits and accreditations to
perform the Services; (d) the Contractor has full power to execute, deliver and perform this
Agreement and has taken all necessary action to authorize such execution, delivery and
performance; (e) the individual(s) executing this Agreement are duly authorized to sign the same
on the Contractor's behalf and to bind the Contractor hereto; and (f) the Contractor will perform
the Services described herein promptly, diligently and continuously with an adequate number of
qualified personnel to ensure such performance.
Professional Consultant Services Agreement between the Village
of Mount Prospect and Tran Systems.
Page 4 of 4
5.3 Professional Standard. The Contractor hereby covenants and agrees that: (a)
the Contractor will perform all Services described in this Agreement in accordance with the
Professional Standard; and (b) all Developments (as defined below) will comply with the
Professional Standard.
5.4 Ineligibility. The Contractor is not barred or ineligible and will not knowingly
use the services of any Contractor Related Party barred or ineligible for contracts by any federal,
state or local governmental agency or applicable Laws for any purpose in the performance of the
Services.
5.5 Unauthorized Code. Any Developments in electronic form will be free, at the
time of receipt by Village, of any computer virus, software locks or other such unauthorized
code. Unauthorized code includes harmful programs or data incorporated into the software
which destroys, erases, damages or otherwise disrupts the normal operation of the software or
other programs, hardware or systems utilized by Village or allows for unauthorized access to the
software or other programs, hardware or systems utilized by the Village. Unauthorized code also
includes any mechanism, such as password checking, CPU serial number checking or time
dependency, that could hinder Village's freedom to fully exercise its license rights under this
Agreement.
5.6 Certifications. The certifications, assurances and statements made by the
Contractor in the Federal Certifications and Assurances in Exhibit E and incorporated herein are
true, accurate and complete as of the date hereof. The term "Grantee" in the Federal
Certifications and Assurances shall be understood to mean "Contractor" for the purposes of this
Agreement.
ARTICLE 6.
INSURANCE
6.1 Unless otherwise specified or required by the Village, the Contractor shall
maintain such insurance as is customary and reasonable within the Contractor's industry for
entities performing services similar to the Services, which insurance shall cover, at a minimum,
all claims, whenever made, arising out of or in relation to the performance of or failure to
perform the Services pursuant to this Agreement. The Contactor shall furnish certificates
evidencing such insurance to the Village prior to commencement of the Services and shall
promptly furnish to the Village notices of cancellation, renewal or non-renewal of such
insurance. Such insurance must be kept in full force and effect until the date that all Services are
complete and final payment for such Services is made. The Village and the RTA shall be named
additional insured by the Contractor.
ARTICLE 7.
INDEMNIFICATION AND LIMITATION OF LIABILITY
7.1 General Indemnification. To the fullest extent permitted by law, the Contractor
will indemnify, defend and hold harmless the Village, RTA, IDOT (iflDOT is providing funding
for all or any portion of the Contract Sum), the FT A (if the FT A is providing funding for all or
any portion of the Contract Sum), any other governmental agency providing funding for all or
any portion of the Contract Sum, and their officers, directors, employees, agents, affiliates and
representatives, from and against any and all claims, demands, suits, liabilities, injuries (personal
or bodily), property damage, causes of action, losses, expenses, damages or penalties, including,
without limitation, court costs and attorneys' fees, arising or resulting from, or occasioned by or
Professional Consultant Services Agreement between the Village
of Mount Prospect and Tran Systems.
Page 5 of5
in connection with (i) the performance by the Contractor and any Contractor Related Parties of
the Services and other duties and obligations under this Agreement, (ii) any act or omission to
act by the Contractor, any Contractor Related Parties, anyone directly or indirectly employed by
them, their agents or anyone for whose acts they may be liable, and/or (iii) any breach, default,
violation or nonperformance by the Contractor of any term, covenant, condition, duty or
obligation provided in this Agreement. This indemnification, defense and hold harmless
obligation will survive the termination or expiration of this Agreement, whether by lapse of time
or otherwise. This indemnification obligation will not be limited (i) by a limitation on the
amount or type of damages, compensation or benefits payable by or for the Contractor or any
other party under workers' or workmen's compensation acts, disability benefit acts or other
employee benefits acts, or (ii) pursuant to any common law or case law.
7.2 Indemnity for Intellectual Property Claims. In addition to the indemnification
provided in Section 7.1, Contractor will indemnify, defend and hold harmless the Village, RTA,
IDOT (if IDOT is providing funding for all or any portion of the Contract Sum), the FT A (if the
FT A is providing funding for all or any portion of the Contract Sum), any other governmental
agency providing funding for all or any portion of the Contract Sum, and their officers, directors,
employees, agents, affiliates and representatives, from and against any and all claims, demands,
suits, liabilities, injuries, causes of action, losses, expenses, damages or penalties, including,
without limitation, court costs and attorneys' fees, arising or resulting from, or occasioned by or
in connection with any and all claims which are based upon or make the contention that any of
the Developments or other materials supplied to the Village or used by the Village in the manner
recommended by the Contractor, in whole or in part, constitute infringement of any copyright,
trademark, patent, trade secret or other proprietary rights of any third party. This
indemnification, defense and hold harmless obligation will survive the termination or expiration
of this Agreement, whether by lapse of time or otherwise. This indemnification obligation will
not be limited (i) by a limitation on the amount or type of damages, compensation or benefits
payable by or for Contractor or any other party pursuant to any common law or case law.
7.3 No Liability for Consequential Damages. In no event will the Village be liable
to the Contractor, whether such liability arises in tort, in equity or in contract, for incidental,
indirect or consequential damages, including, but not limited to, loss of profits or revenue, loss of
use of equipment or facilities, cost of capital, underutilization of equipment, facilities or labor, or
downtime costs, except as provided in Section 12.5.
7.4 No Liability of Public Officials. No official, employee or agent of the Village
will be charged personally by the Contractor, or by any assignee or Contractor Related Parties,
with any liability or expenses of defense or be personally liable to them under any term or
provision of this Agreement, or because of the Village's execution or attempted execution, or
because of any breach hereof.
7.5 No Liability of Funding Agencies. RTA, IDOT, the FTA and any other
governmental agencies providing funding to pay all or a portion of the Contract Sum will not be
subject to any obligations or liabilities by or to the Contractor or Contractor Related Parties in
connection with the Services, notwithstanding any concurrence in the retention or solicitation of
the Contractor or Contractor Related Parties.
ARTICLE 8.
RIGHTS
RECORDS, DEVELOPMENTS AND INTELLECTUAL PROPERTY
Professional Consultant Services Agreement between the Village
of Mount Prospect and Tran Systems.
Page 6 of6
8.1 Definition of Developments; Intellectual Property Rights.
1. All concepts, works, information, data, computer programs and other ideas
and materials developed, invented, prepared or discovered by the
Contractor or any of its employees, agents or Contractor Related Parties,
either alone or in collaboration with others, which relate to the actual or
anticipated activities, business or research of the Village, which result
from or are suggested by the Services or any other work the Contractor or
the Contractor Related Parties may do for the Village, or which result
from use of the Village's premises or property (collectively, the
"Developments") and any trademark, trade secret, copyright, patent,
common law right, title or slogan or any other proprietary right
("Proprietary Rights") in such Developments will be the sole property of
the Village, RTA, (and IDOT (to the extent IDOT is providing funding for
all or any portion of the Contract Sum), the FTA (to the extent the FTA is
providing funding for all or any portion of the Contract Sum) and any
other governmental agency providing funding for all or any portion of the
Contract Sum (to the extent of such funding). The Contractor hereby
assigns (and agrees to cause all Contractor Related Parties to assign) to the
Village, RTA, (and IDOT (to the extent IDOT is providing funding for all
or any portion of the Contract Sum), the FTA (to the extent the FTA is
providing funding for all or any portion of the Contract Sum) and any
other governmental agency providing funding for all or any portion of the
Contract Sum (to the extent of such funding)) the Contractor's (or the
Contractor Related Parties') entire right and interest in any such
Development, and will execute (or cause the Contractor Related Parties to
execute) any documents in connection therewith that the Village may
reasonably request; provided that to the fullest extent permissible by
applicable Law, any and all copyrightable aspects of the Developments
will be considered "works made for hire." The Contractor agrees to enter
into agreements with all of its Contractor Related Parties necessary to
establish the Village's ownership in the Developments (and the ownership
in the Developments of RTA (and the ownership in the Developments of
IDOT (to the extent IDOT is providing funding for all or any portion of
the Contract Sum), the FT A (to the extent the FT A is providing funding
for all or any portion of the Contract Sum) and any other governmental
agency providing funding for all or any portion of the Contract Sum (to
the extent of such funding)), and the Contractor agrees to provide the
Village with copies of such agreements if requested by the Village. The
foregoing does not apply to any inventions that the Contractor made prior
to the Contractor's retention by the Village, or to any inventions that the
Contractor develops without using any of the Village's equipment,
supplies, facilities or Confidential Information and that do not relate to the
Services or the Village's business or research, or the Services the
Contractor performs for the Village. The Contractor hereby grants to the
Village, RTA, (and IDOT (to the extent IDOT is providing funding for all
or any portion of the Contract Sum), the FTA (to the extent the FTA is
providing funding for all or any portion of the Contract Sum) and any
Professional Consultant Services Agreement between the Village
of Mount Prospect and Tran Systems.
Page 7 of7
other governmental agency providing funding for all or any portion of the
Contract Sum (to the extent of such funding)) a perpetual, irrevocable,
non-exclusive right and license, with the right to sublicense, to use all
materials, software, technology, data or other goods or services, that are
not Developments but that are required to use fully and completely the
Developments. The Contractor will provide to the Village materials that
are not Developments only to the extent the Contractor has the right to
make the foregoing license.
2. This Agreement will not preclude the Contractor from using its general
knowledge, skills and experience for its other clients, provided that the
Contractor does not use in connection therewith any Developments or
Confidential Information
3. At all times during the term of this Agreement, upon request from the
Village and upon termination or expiration of this Agreement, the
Contractor will immediately provide to the Village the then-current
version of any Developments in the Contractor's possession, indexed and
arranged to the satisfaction of the Village.
ARTICLE 9. CONFIDENTIALITY
9.1 Confidential Information. "Confidential Information" shall mean all
information, whether in written, verbal, graphic, electronic or any other form, which is disclosed
to or observed by the Contractor in the course of its performance of Services hereunder.
Confidential Information will include Developments, business plans, forecasts, projections,
analyses, Village employee and vendor information, software (including all documentation and
codes), hardware and system designs, architectures and protocols, specifications, manufacturing,
logistic and sale processes.
9.2 Use of Confidential Information. The Contractor (i) will use Confidential
Information only in connection with Contractor's performance of the Services, and (ii) will not
disclose Confidential Information except to the Contractor's employees and Contractor Related
Parties to the extent such employees or Contractor Related Parties need to know such
Confidential Information in connection with the performance of the Services. In addition to the
requirements of the foregoing sentence, if the Contractor wishes to disclose Confidential
Information to a Contractor Related Party, the Village must first consent to such disclosure and
the Contractor Related Party must agree in writing to be bound by the terms and conditions of
this Article 9, in a document satisfactory to the Village. The Contractor will be responsible and
liable for any unauthorized disclosure, publication or dissemination by any party who obtained
Confidential Information from the Contractor, including Contractor's employees and Contractor
Related Parties. This Article 9 does not apply to any information that (a) the Contractor can
demonstrate that it possessed prior to the date of this Agreement without obligation of
confidentiality, (b) the Contractor develops independently without use of any Confidential
Information, (c) the Contractor rightfully receives from a third party without any obligation of
confidentiality to such third party, (d) is or becomes publicly available without breach of this
Agreement, or (e) must be disclosed as required under applicable Law; provided, however, that
the Contractor must give the Village reasonable notice prior to such disclosure and will
Professional Consultant Services Agreement between the Village
of Mount Prospect and Tran Systems.
Page 8 of8
reasonably cooperate with any efforts requested by the Village to limit the nature or scope of the
disclosure.
9.3 Authority Confidential Information. The Contractor understands and
acknowledges that the Village may use software provided in connection with this Agreement in
connection with Confidential Information of the Village. Any such use of software shall not
alter the Contractor's obligations and the Village's rights with respect to Confidential
Information described in Section 9.2 above.
ARTICLE 10. EMPLOYMENT CONDITIONS
10.1 Equal Employment Opportunity Clause. In the event of the Contractor's non-
compliance with the provisions of this Equal Employment Opportunity Clause, the Illinois
Human Rights Act (775 ILCS 5/1 et seq.) (the "Human Rights Act") or the rules and regulations
(the "Rules and Regulations") of the Illinois Department of Human Rights (for the purposes of
this Article 10, the "Department"), the Contractor 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, in addition to any remedies provided pursuant to this
Agreement, 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 Contractor 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, sexual orientation, 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
Department's 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 on the basis of race, color, religion, sex, marital status, national
origin or ancestry, age, sexual orientation, 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
Contractor's obligations under the Human Rights Act and the Department's Rules
and Regulations. If any such labor organization or representative fails or refuses
to cooperate with the Contractor in its efforts to comply with such Act and Rules
and Regulations, the Contractor will promptly so notify the Department and the
Professional Consultant Services Agreement between the Village
of Mount Prospect and Tran Systems.
Page 9 of9
Village and will recruit employees from other sources when necessary to fulfill its
obligations thereunder.
(5) That it will submit reports as required by the Department's Rules and
Regulations, furnish all relevant information as may from time to time be
requested by the Department or the Village, and in all respects comply with the
Human Rights Act and the Department's Rules and Regulations.
(6) That it will permit access to all relevant books, records, accounts and work sites
by personnel for the Village and the Department for purposes of investigation to
ascertain compliance with the Human Rights Act and the Department's Rules and
Regulations.
(7) That it will include verbatim or by reference the provisions of this clause 10.1 in
every subcontract it awards under which any portion of this Agreement's
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 10.1 by such subcontractors, and it will promptly notify
the Village and the Department 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.
10.2 Public Works Employment Discrimination Act. The Contractor certifies and
agrees that it will comply with the Public Works Employment Discrimination Act (775 ILCS
10/1 et seq.). In confirmation and furtherance of the foregoing, the Contractor agrees that no
person shall be refused or denied employment in any capacity on the ground of unlawful
discrimination, as that term is defined in the Human Rights Act, nor be subjected to unlawful
discrimination in any manner, in connection with the contracting for or the performance of any
work or service of any kind, by, for, on behalf of, or for the benefit of the Village, including
without limitation, the Services to be provided pursuant to this Agreement.
10.3 Drug-Free Workplace. The Contractor 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.
10.4 Disadvantaged Business Enterprise Assurance. In accordance with 49 CFR
Part 26.13(a), as amended, the Contractor assures the Village that it shall not discriminate on the
basis of race, color, national origin or sex in the implementation of the Services and in the award
and performance of any subcontract or other third party contract supported with Federal
assistance derived from the U.S. Department of Transportation ("US DOT") or in the
administration of its Disadvantaged Business Enterprise ("DBE") program, if required pursuant
to 49 CFR Part 26, as amended, or the requirements of 49 CFR Part 26, as amended. The
Contractor assures the Village that it shall take all necessary and reasonable steps set forth in 49
CFR Part 26, as amended, to ensure nondiscrimination in the award and administration of all
subcontracts and third party contracts supported with Federal assistance derived from US DOT.
The Contractor's DBE program, if required by 49 CFR Part 26, as amended, is incorporated by
Professional Consultant Services Agreement between the Village
of Mount Prospect and Tran Systems.
Page 10 of 10
reference and made a part of this Agreement for the purposes of any Federal assistance awarded
by the FT A or USDaT. If required by 49 CFR Part 26, as amended, implementation of such a
DBE program is a legal obligation of the Contractor, and failure to carry out its terms shall be
treated as a violation of this Agreement. Upon notification to the Contractor of its failure to
implement its approved DBE program, if required by 49 CFR Part 26, as amended, USDaT may
impose sanctions as provided for under 49 CFR Part 26, as amended, and may, in appropriate
cases, refer the matter for enforcement under 18 U.S.C. 1001, as amended, and/or the Program
Fraud Civil Remedies Act, 31 U.S.C. 3801 et seq., as amended. The Contractor further agrees to
comply with all reasonable procedural, reporting and invoicing requirements that the Village
may now or hereafter establish in order to comply with the DBE laws, rules and requirements
that may apply to the Village and/or to this Agreement.
ARTICLE 11. APPROPRIATION OF FUNDS
11.1 Authority Appropriation. The parties hereto agree that, if the term of this
Agreement extends beyond the current fiscal year of the Village (the current fiscal year being the
year in which the first date of the term of this Agreement falls), this Agreement is subject to the
appropriation of funds by the Village Board of Trustees for each subsequent year. If the Village
fails to make such an appropriation, the Village may terminate this Agreement and the
Contractor will be entitled to receive, as its sole and exclusive remedy, compensation for
Services properly performed to the date of termination to the extent the Village has funds
available and appropriated to pay the Contractor such amount.
11.2 Appropriation by Other Funding Agencies. To the extent RTA, IDaT, the
FT A or another governmental agency is providing funding to pay all or a portion of the Contract
Sum, this Agreement and the obligation of the Village to pay the Contract Sum is contingent
upon approval of this Agreement (if required by the relevant governmental agency) and
appropriation of the relevant funding by the relevant governmental agency (which may in turn be
contingent upon an appropriation of funds to such governmental agency by the Illinois General
Assembly or the federal government). If any such governmental agency fails to approve this
Agreement (if approval is required by the governmental agency), appropriate such funding or
provide such funding, the Village may terminate this Agreement and the Contractor will be
entitled to receive, as its sole and exclusive remedy, compensation for Services properly
performed to the date of termination to the extent the Village has funds available and
appropriated to pay the Contractor such amount. Upon the request of the Contractor, the Village
will inform the Contractor as to whether any governmental agency other than the Village is
providing funding to pay all or a portion of the Contract Sum and the status of approval of this
Agreement by any such agency. In the event of a conflict between this Agreement and any
funding agreement between the Village and a governmental agency providing funding to pay all
or a portion ofthe Contract Sum, the terms of such funding agreement will control.
ARTICLE 12. EVENTS OF DEFAULT, REMEDIES, TERMINATION AND STOP
WORK ORDER
12.1 Events of Default. The following will constitute events of default ("Events of
Default") hereunder:
1. Any material misrepresentation, whether negligent or willful and whether
in the inducement or in the performance of this Agreement, made by the
Professional Consultant Services Agreement between the Village
of Mount Prospect and Tran Systems.
Page 11 of 11
Contractor to the Village, or any material breach of a representation,
covenant or warranty of the Contractor made herein.
2. The Contractor's failure to perform any of its obligations under this
Agreement, including, but not limited to, the following:
a) failure to perform the Services or any portion thereof with
sufficient personnel and equipment or with sufficient material to
ensure the performance of the Services;
b) failure to perform the Services in accordance with the standards of
performance applicable thereto;
c) insolvency, filing of bankruptcy or assignment for the benefit of
creditors;
d) failure to comply with a material term of this Agreement; or
e) any other acts specifically and expressly stated in this Agreement
as constituting an Event of Default.
3. Any change in ownership or control of the Contractor without the prior
written approval of the Village, which consent will not be unreasonably
withheld.
12.2 Declaration of Default. The Village will notify the Contractor of any
circumstances that the Village believes to be an Event of Default and will allow the Contractor a
reasonable amount of time to proceed to cure such Event of Default (which period of time will
be no more than thirty (30) calendar days). If the Contractor has failed to proceed to cure the
Event of Default within such cure period, the Village may declare the Contractor to be in default;
provided, however, if such Event of Default cannot reasonably be cured within the cure period,
the Village may, in its sole discretion, allow the Contractor additional time in which to cure such
Event of Default so long as the Contractor diligently pursues such cure.
Written notification of any decision of the Village to declare the Contractor in default
will be provided to the Contractor, and such decision will be final and effective upon the
Contractor's receipt of such notice. The Village has the sole discretion to declare the Contractor
in default.
12.3 Remedies for Default. Upon giving notice of a declaration of default due to the
occurrence of an Event of Default, the Village may invoke any or all of the following remedies:
1. the right to take over and complete the Services, either directly or through
others;
2. the right to terminate this Agreement effective at a time specified by the
Authority;
3. the right to seek specific performance, an injunction or any other
appropriate remedy;
Professional Consultant Services Agreement between the Village
of Mount Prospect and Tran Systems.
Page 12 of 12
4. the right to recover money damages;
5. the right to withhold all or any part of the Contractor's compensation
hereunder; and! or
6. the right to require the Contractor to discontinue any Services and deliver
all materials accumulated in the performance of the Services, whether
completed or in process, to the Village.
12.4 Remedies Nonexclusive. The remedies under the terms of this Agreement are
not intended to be exclusive of any other remedies provided, but each and every such remedy
will be cumulative and will be in addition to any other remedies, existing now or hereafter, at
law, in equity or by statute. No delay or omission to exercise any right or power accruing upon
any Event of Default will impair any such right or power, nor will it be construed as a waiver of
any Event of Default or acquiescence therein, and every such right and power may be exercised
from time to time and as often as may be deemed expedient.
12.5 Right of Authority to Terminate. The Village may terminate this Agreement at
any time hereafter, with or without cause, by giving seven (7) days' written notice to the
Contractor at the address specified in Section 13.7. Termination will be effective upon the
expiration of such seven (7) day period or on such other date as mutually agreed by the parties.
In the event the Village terminates this Agreement other than for breach hereof by the Contractor
or for the reasons set forth in Sections 11.1 or 11.2, the Village agrees to pay the Contractor, and
the Contractor agrees to accept as its sole remedy, cancellation charges equal to the remaining
unpaid costs accrued and obligated to date of cancellation, plus the remaining unpaid portion of
the Contractor's profit based on the portion of Services then performed to the total Services that
would have been performed.
12.6 Stop Work Order. The Village may at any time, by delivering written notice to
the Contractor (a "Stop Work Order"), require the Contractor to stop all or any part of the
performance of Services required by this Agreement for a period of up to ninety (90) days after
the Contractor receives a Stop Work Order. Upon receipt of the Stop Work Order, the
Contractor will comply with its terms and take all reasonable steps to minimize costs for
Services covered by the Stop Work Order during the period of work stoppage. Within a period
of ninety (90) days after the Contractor's receipt of a Stop Work Order, or within any extension
of that period to which the Contractor and the Village have agreed in writing, the Village will
either cancel the Stop Work Order, or terminate this Agreement pursuant to the terms hereof.
Provided this Agreement has not theretofore been terminated, the Contractor will resume
performance of Services upon cancellation or expiration of any Stop Work Order. An equitable
adjustment will be made in the Contract Sum if the Stop Work Order causes a demonstrable
increase in the time required for performance of the Services and/or in the Contractor's costs in
performing such Services, as the case may be.
Professional Consultant Services Agreement between the Village
of Mount Prospect and Tran Systems.
Page 13 of 13
ARTICLE 13. GENERAL PROVISIONS
13.1 Contract Documents. Each of the following described documents (the "Contract
Documents") (copies of which are attached hereto) is hereby incorporated herein and forms a
part of this Agreement:
Exhibit A:
Scope of Services
Exhibit B:
Payment Terms
Exhibit C:
Key Personnel
Exhibit D:
Insurance Requirements
Exhibit E:
Federal Certifications and Assurances
13.2 Conflicts among Contract Documents. In the event of a conflict between the
terms of this Agreement and the terms of any of the other Contract Documents, the terms of this
Agreement will govern.
13.3 Amendments. This Agreement, including all Exhibits hereto and any addenda
thereto, constitutes the entire Agreement between the Contractor and the Village. It supersedes
all prior or contemporaneous communications, representations or agreements, whether oral or
written, relating to the Services set forth in this Agreement. No modification, addition, deletion,
etc., to this Agreement will be effective unless and until such changes are reduced to writing and
executed by the authorized officers of each party.
13.4 Assignment. This Agreement will be binding upon, and inure to the benefit of,
the respective successors, assigns, heirs and personal representatives of the Village and the
Contractor. The Village must approve any successor to the Contractor's rights under this
Agreement in writing. Any successor will be required to accede to all of the terms, conditions
and requirements of this Agreement as a condition precedent to such succession.
13.5 Solicitation and Employment. The Contractor will not employ any person
employed by the Village at any time during the term of this Agreement to perform any Services
required by the terms of this Agreement. The Contractor will not solicit for employment any of
the Village's employees during the term of this Agreement without the prior consent of the
Village.
13.6 Governing Law. This Agreement will be interpreted under, and governed by, the
laws of the State of Illinois. The Contractor agrees to exclusive jurisdiction of Illinois state and
federal courts for the resolution of any dispute related to this Agreement.
Professional Consultant Services Agreement between the Village
of Mount Prospect and Tran Systems.
Page 14 of 14
13.7 Notices. All notices given under this Agreement will be in writing and will be
deemed properly served if delivered in person to the individual to whom it is addressed or, 3
days after deposit in the United States mail, if sent postage prepaid by United States registered or
certified mail, return receipt requested, as follows:
If to the VILLAGE:
Michael E. Janonis
Village of Mount Prospect
address: 50 S. Emerson Street
Mount Prospect, IL 60056
phone: (847)-392-6000
fax: (847)-392-6022
If to the Contractor:
Gi#a.Tritp.ar~()
1'J.'an.Systellls
address: 222 S. Riverside Plaza, Suite 2320
Chicago, IL 60606
phone: (312) 669-5839
The foregoing addresses may be changed from time to time by notice to the other party in
the manner provided for herein.
13.8 Interpretations. The headings of this Agreement are for convenience of
reference only and in no way define, limit or describe the scope or intent of this Agreement.
Words importing the singular number will include the plural number and vice versa, unless the
context otherwise indicates. All references to any exhibit or document will be deemed to include
all supplements and/or amendments to any such exhibits or documents entered into in
accordance with the terms and conditions hereof and thereof. All references to any person or
entity will be deemed to include any person or entity succeeding to the rights, duties and
obligations of such persons or entities in accordance with the terms and conditions of this
Agreement.
13.9 Joint and Several Liability. In the event that the Contractor, or its successors or
assigns, if any, is comprised of more than one individual or other legal entity (or combination
thereof), then and in that event, each and every obligation or undertaking herein stated to be
fulfilled or performed by the Contractor will be the joint and several obligation and undertaking
of each such individual or other legal entity.
13.10 Severability. The invalidity of anyone or more phrases, sentences, clauses or
sections contained in this Agreement will not affect the remaining portions of this Agreement or
any part thereof.
13.11 No Waiver. No course of dealing or failure of the Village and/or the Contractor
to enforce strictly any term, right or condition of this Agreement shall be construed as a waiver
of such term, right or condition or other term, right or condition of this Agreement. No express
waiver of any term, right or condition of this Agreement shall operate as a waiver of any other
term, right or condition.
Professional Consultant Services Agreement between the Village
of Mount Prospect and Tran Systems.
Page 15 of 15
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
dates recited below.
Tran Systems
Village of Mount Prospect
By
By
Richard J . Morsches
MICHAEL E. JANONIS
Title: Vice President
Title: VILLAGE MANAGER
Business Entity
(Corporation, Partnership, etc.)
Date:
Date:
Attest
Attest
By
By
Title
Title VILLAGE Clerk
Professional Consultant Services Agreement between the Village
of Mount Prospect and Tran Systems.
Page 16 of 16
EXHIBIT A
To an Agreement for Professional Consulting Services Entered Into Between the VILLAGE of
MOUNT PROSPECT and TRAN SYSTEMS
(the "Agreement")
VILLAGE of MOUNT PROSPECT
Public Transportation System Plan
Scope of Work
Project Management
Steering Committee Review of Draft Deliverables: While the Steering Committee 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.
Steering Committee Flow of Comments: All Steering Committee comments on the draft deliverables should be
provided directly to the Village of Mount Prospect. The Village 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. 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.
Project Kick off and Define Work Plan
At the project kick off meeting, we will work with the Steering Committee to an agreed upon scope of work and
schedule. This is important to make sure that all parties are entering the project with a shared expectation and vision
of the work to be done and the process under which it will proceed. The schedule will reflect a time completion of
between twelve and sixteen months. The schedule will identify proposed meeting dates with the Project Team and
the public.
Oeliverables:
. Scope of work
. Schedule indicating important meeting dates and completion date
Task1: Public Involvement
Steering Committee
The TranSystems team will meet with the Steering Committee that has been established for the project. The Steering
Committee will consist of local residents, Village staff, elected officials, and members of the RTA/Metra/Pace. This
group would meet approximately six times at project milestones. The Steering Committee will meet at the project
kickoff, before and after public workshops and to discuss and approve interim work elements and products.
Public Workshops
Exhibit B-Professional Consultant Services Agreement
between the Village of Mount Prospect and Tran Systems
Page lof 1
Three public workshops will be held during the development of the Public Transportation System Plan. The
workshops will be facilitated to gain best advantage of the ideas that are present and to keep the focus on issues that
relate to the development of modal plans and multi-modal issues.
Vision Workshop
The initial public workshop, called a "vision workshop" will be held early in the project. It would be held once initial
data collection is done and some preliminary research was gathered. It will be designed to solicit input from the
community - both residents and business owners- about the needs of the transportation system in Mount Prospect
and potential redevelopment opportunities in the STAR Line station area. Input regarding unmet needs given the
current system will be sought and the public will be gauged as to the type of development that is desirable in the
STAR Line station area.
System and Station Area Plan Workshop
When the preliminary public transportation system plan and station area plan is developed, another public workshop
will be held to present the draft concept plans for both Tasks 4 and 6 and seek comments and refinements from the
public. At this point in the project, significant public input will be sought.
Planning & Zoning CommissionNillage Board Meeting
A final public meeting will be held once the conceptual plans are completed and the draft report is written. This
meeting will be in the form of a presentation to the Planning & Zoning Commission and the Village Board. A joint
meeting between the commission and the board may be possible.
Task 2: Collect and Analyze Existing Conditions - Public Transportation
Data Collection
The TranSystems team will begin by reviewing the body of information that is available to support this project:
. Village of Mount Prospect Comprehensive Plan and Land Use Map
. Village of Mount Prospect Zoning Map
. Village of Mount Prospect Corridor Design Guidelines
All of these studies, and other relevant studies, will be reviewed by the consultant team for issues, data and insight
for this project.
The TranSystems team will work directly with Pace, Metra and the RTA in order to collect the necessary data and
assess existing transportation conditions.
A GIS database will be created for the Village of Mount Prospect. The data base will show the following elements:
. Passenger Rail Lines
. Bus Routes
. Rail Stations
. Bus Stops
. Bicycle Routes
The team will then assess the general condition of the public transportation infrastructure, including:
. Ridership
. Frequency
· Hours and Days of Service
. Capacity
. Condition of physical facilities
. Potential to meet future needs of Mount Prospect residents
Exhibit B-Professional Consultant Services Agreement
between the Village of Mount Prospect and Tran Systems
Page 20f2
All of the data will be entered into GIS for easy visual review.
Deliverables:
. A draft summary report of the public transportation infrastructure in Mount Prospect for review by the
Steering Committee
. Map(s) of the public transportation infrastructure and GIS files
Task 3: Existing Conditions Assessment (STAR Line Station Area Component)
Development Data
The first task will be to collect data relevant to station area planning within one half mile of the station area. Land
uses, existing transportation features including roadways and parking lots, pedestrian and bicycle facilities, signage,
landscaping, and any environmental features will be field checked and marked on an existing conditions map. A
summary document will review what the existing conditions are.
Deliverables:
. A draft summary report with descriptive map describing the assessment of the existing conditions within the
proposed station area for review by the Steering Committee.
Task 4: Concept STAR Line Station Area Plan
Development
Two draft concept plans for the study area will be developed. The concept plans will take into consideration the
recommendations of the public and data collected from Metra and Pace, the Village's Comprehensive Plan, the
Village's Zoning Map, and other sources.
The concept plans will include a station facility footprint, incorporate access and circulation recommendations
developed as part of Task 5, identify key development opportunity sites, present the land use mix, present the
building massing and configuration, and recommend urban design improvements. The Village's Corridor Design
Guidelines will also be utilized. Specifically, design recommendations related to improving aesthetics, improving the
Village's image and clarifying boundaries, will be included in the concept plans.
The concept plans will be presented to the Steering Committee for review, including a transit agency technical
review. Based on this review, the concepts will be revised and presented to the public at a workshop for review and
comment. Based on comments, adjustments will be made to the draft concept plans and the Steering Committee will
select a draft Preferred Concept Plan, which may be one or a combination of the draft concept plans.
Deliverables:
. Two draft concept plans that demonstrate a vision for future development in the study area.
. The draft preferred concept plan will include bird's eye drawings of the new development depicting layout
and elevations in addition to a revised base map depicting the future land uses in the study area.
Task 5: Circulation and Access Plan Component of Preferred Concept
Task 5 will consist of a planning level review of roadways leading to the proposed STAR Line station area. This
review will include an analysis of what roadway improvements might be needed in order to have best access. A
Exhibit B-Professional Consultant Services Agreement
between the Village of Mount Prospect and Tran Systems
Page 30f3
general transportation map for the station area will be developed that includes guidelines and recommendations for a
roadway and bicycle/pedestrian network and identify recommended strategies for improvement.
The following steps will be completed:
· Collect available traffic data including accident data for roadways leading to the proposed station
· Plot and inventory key elements of the network including roadway classification, signal locations, roadway
configuration
. Supplement with field study/data collection as needed
· Create GIS figures/layers-existing conditions.
· Evaluate links of roadway volume to capacity ratio.
· Use information from other studies (such as the Comprehensive Plan) and the station area plan developed
in Task 4 to determine proposed land use changes in the station area and their potential impact on the
existing roadway system.
. Identify opportunities for capacity improvements.
Deliverables:
· Illustrative circulation and access map
. Summary of findings for review by the Steering Committee
Task 6: Public Transportation System Improvement Recommendations
Upon the completion of the existing conditions assessment and through the public involvement process, the
TranSystems team will begin to have an understanding of the current unmet and future transit needs of Mount
Prospect. A market analysis utilizing existing data such as census Journey-to-Work data, Metra and Pace rider
surveys, Metra origin-destination data, and Chicago Metropolitan Agency on Planning (CMAP) data will be conducted
using GIS software. Close attention will be paid to determining what the unmet transit needs of Mount Prospect are.
Concurrently, TranSystems will review Lakota's STAR Line station area plan to determine what type of transportation
links are needed to serve the new station.
TranSystems will then develop recommended public transportation system improvements and improvements by:
· Comparing existing services with the needs that emerged from the existing conditions assessment.
· Identifying the gaps between what is currently offered (by location, time of day and day of week) and the
need for transit.
For each recommendation, a cost-benefit analysis will be conducted, including
· Estimated operational and capital cost
. Potential revenue streams
· A thorough discussion of the pros and cons of the recommendation
. Estimated impact on ridership using comparable services
With this analysis, the team will identify strategies to better address transit needs as identified in the Village's
Comprehensive Plan. The summary recommendations will be presented to the public at a public workshop. Based
on comments from the workshop, a separate transit agency technical review, and steering committee review, the
recommendations may be adjusted.
Deliverables
Exhibit B-Professional Consultant Services Agreement
between the Village of Mount Prospect and Tran Systems
Page 40f 4
. A draft summary report of recommended public transportation improvements for review by the steering
committee and transit agencies.
Task 7: Public Transportation System Plan Implementation Strategies
Strategies will be prioritized for implementation. Prioritization will be based on factors such as importance, ease in
implementation, cost, area of responsibility, etc.
The first step to developing strategies will be to determine what the implementation issues are. These may include:
funding, impact on Pace / Metra or available land for new facilities. Any of the recommended improvements that will
require further study will also be identified.
Implementation strategies for each strategy will include:
. Coordination Issues
. Organizational / Institutional Issues
. Funding issues, needs and plans
. Marketing recommendations
Deliverables:
. A draft summary report of implementation strategies for the transit service improvement recommendation
for steering committee review.
Task 8: STAR Line Station Area Plan Implementation Strategies
Strategies on how to best implement land use change in the station area will be documented. Strategies could
include zoning changes including zoning overlay districts, financing by establishing SSAs (special service areas) or
Tax Increment Financing Districts (TIFs). Other implementation recommendations such as the public-private
partnerships, spurring of private development by the initiation of public improvements, phasing of development, etc.,
will be included.
Deliverables:
. A draft summary report of implementation strategies for the preferred station area concept plan, including
illustrations and text descriptions of the phasing and final phase/build-out of the station area for steering
committee review.
Task 9: Draft and Final Report
A draft and final report will be prepared. The report will include information and illustrations from the summary reports
of each task completed. Included will be drawings, maps, photographs and other materials necessary to convey the
recommendations of the Plan. The draft final report will be provided to the steering committee for review and
comment. Based on comments, the report will be revised for presentation to the Planning and Zoning Commission
and the Village Board.
Deliverables:
. 25 hard copies
. One electronic version of the Final Report in CD-Rom.
. All graphics, maps and illustrations will be provided to the Village as separate files. A full color final report
will also be presented to the Village Board and Planning and Zoning Commission at the last public meeting.
Exhibit B-Professional Consultant Services Agreement
between the Village of Mount Prospect and Tran Systems
Page 50f 5
EXHIBIT B
To an Agreement for Professional Consulting Services Entered Into Between
the Village of Mount Prospect and Tran Systems
(the "Agreement")
Compensation
Method of Payment
Actual Cost Plus Fixed Fee
Burden and Overhead Rate
Fixed Fee
Contract Sum (not to exceed, including fixed fee)
158.10 %
$ 7,765.32
$124,794.47
Exhibit B-Professional Consultant Services Agreement
between the Village of Mount Prospect and Tran Systems
Page 60f 6
EXHIBIT C
To an Agreement for Professional Consulting Services Entered Into Between the Village of Mount
Prospect and Tran Systems (the "Agreement")
Key Personnel:
TranSystems
Gina Trimarco, Project Manager
Lynn Otte, QA/QC
Larry Deeter, Transit Lead
David Phillips, Senior Transit Planner
Maggie Banh, GIS
The Lakota Group
John LaMotte, Principal
Kevin Clarke, Project Planner
Dominic Suardinig, Designer
Seth Parker, Planner
KLOA
Tim Doron
Exhibit C-Professional Consultant Services Agreement between
the Village of Mount Prospect and Tran Systems
Page 1 of 1
EXHIBIT D
To an Agreement for Professional Consulting Services
Entered Into Between the Village of Mount Prospect and Tran Systems
(the "Agreement")
CONTRACTOR INSURANCE REQUIREMENTS
CONTRACTOR: Tran Systems
The Contractor shall take out and maintain, during the life of this Agreement, the following insurance as specified by the insertion of policy
limits and such other insurance as the VILLAGE of MOUNT PROSPECT may require.
GENERAL FINANCIAL RATING
POUCY OF ---1L- OR AMOUNT
TYPE OF COVERAGE HOLDING BETTER
RATING OF As Published By REQUIRED
A Best's Key Ranking
OR BETTER Guide
1. WORKER'S COMPENSATION:
Coverage A - Statutory Same Same $ 500,000.00
Coveraae B - $ Limits of Liabilitv
2. COMPREHENSIVE GENERAL LIABILITY (BROAD FORM):
Bodily Injury Liability & Property Damage Liability (combined) $1.000.000.00
Including but not limited to, the following coverages: Same Same Each Occurrence
Product Liability. Completed Operations $2.000.000.00
Aaareaate
3. AUTOMOBILE LIABILITY: -
Same Same Combined Single
Bodily Injury Liability & Property Damage Liability (combined) Limit
Property Damage (Leases,
etc.)
4. PROFESSIONAL LIABILITY: $
Same Same Each Occurrence
$
Aaareaate
5. PERFORMANCE/PAYMENT BOND: N/A
6. OTHER INSURANCE: N/A
Each Occurrence
N/A
Aaareaate
Additional Insured shall be as follows:
VILLAGE of MOUNT PROSPECT
Reaional Transportation Authoritv
The Contractor shall not commence work herein until it has obtained the required insurance and has received approval of such insurance
by the Village of Mount Prospect. Certificates of insurance indicating amounts and coverages in force shall be furnished to insureds,
within ten (10) calendar days after award of contract.
All policies are in effect at this time and will not be canceled, modified, limited or allowed to expire without renewal until 30 days written
notice has been given to the Village of Mount Prospect. Such notice shall be sent by certified mail to the Village of Mount Prospect, care
of the Village of Mount Prospect, 50 S. Emerson, Mount Prospect, IL 60056.
The Contractor's policies will insure all liabilities assumed by the Contractor under the provisions of the hold harmless and indemnity
clauses contained in the Agreement.
The insurance coverage afforded under the policies described herein must be primary and non-contributing with respect to any insurance
carried independently by the additional named insureds. All such insurance policies must indicate that as respects the insureds (whether
named or otherwise), cross liability and severability of interests must exist for all coverages provided thereunder. Such policies must
include, without limitation, a waiver of subrogation endorsement in favor of the additional named insureds. The insurance must be written
on an occurrence basis (except for Professional Liability Insurance, which must be written on a claims made basis).
Exhihil D-Profe__;onal ron_lIllanl "erv;"e. Apreement hpturppn thp
EXHIBIT E
To an Agreement for Professional Consulting Services Entered Into Between the Village of Mount Prospect and TranSystems
(the "Agreement")
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
("FT A"), Illinois Department of Transportation ("IDOT") and/or Regional Transportation
Authority ("R T A") assistance programs. Twenty- Five (25) Categories of certifications and
assurances are listed below by roman numerals I through XXV. 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 R T A 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 an agreement. 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 Safe,
Accountable, Flexible, Efficient Transportation Equity Act: A Legacy for Users
(SAFETEA-LU), Pub. L. 109 -59, Aug. 10, 2005.
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(12) for Federal Fiscal Year 2006 (the "Master Agreement") at the
FTA website htto://www.fta.dot.gov/1687416882ENGHTML.htm. 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 the number of provisions that could flow down to subrecipients are so extensive, the
FT A has removed the partial list of provisions pertaining to subrecipients formerly included
within certifications and assurances for various specific programs to preclude a
misunderstanding that those provisions listed fully encompass all federal provisions that may be
imposed on a subrecipient. As a result, the FT A and the R T A strongly recommends 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 Agreement for the project, and the Master
Agreement incorporated therein by reference. Each Grantee is ultimately responsible for
compliance with the provisions of these certifications and assurances irrespective of participation
in the project by any subrecipient.
Exhibit E-Professional Consultant Services Agreement
between the Village of Mount Prospect and TranSystems
Page 1 of 1
The Grantee agrees to comply with the applicable provisions of the following categories that are indicated below
with an X.
I.
Required of Each Grantee
x
II.
Lobbying
x
III. Procurement Compliance
IV. Providers of Public Transportation
V. Public Hearing
VI. Acquisition of RolIing 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. Infrastructure Finance Projects
XXIII. Deposits of Federal Financial Assistance to State Infrastructure Banks
XIV. Additional FT A Certifications & Assurances
XV. mOT Certifications and 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.
Exhibit E-Professional Consultant Services Agreement
between the Village of Mount Prospect and TranSystems
Page 2 of2
CERTIFICATIONS AND ASSURANCES
Name of Grantee:
Name of Authorized Representative:
Relationship of Authorized Representative:
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 RT A 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 Us.e. 3801 et seq., as implemented by US. DOT regulations,
"Program Fraud Civil Remedies, " 49 CFR part 31 may apply to any certification, assurance or
submission made to RTA. The criminal fraud provisions of 18 Us.e. 1001 may apply to any
certification, assurance, or submission made in connection with any program administered by
the FT A, IDOT or RT A.
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
Date
Name
Authorized Representative of Grantee
Exhibit E-Professional Consultant Services Agreement
between the Village of Mount Prospect and TranSystems
Page 3 of3
AFFIRMATION OF GRANTEE'S ATTORNEY
Name of Grantee:
As the undersigned Attorney for the above named Grantee, I hereby affirm to the Grantee
that it has authority under state and local law 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.
lfurther 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
Date:
Name
Attorney for Grantee
Each Grantee that requests federal financial assistance (except 49 V.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.
Exhibit E-Professional Consultant Services Agreement
between the Village of Mount Prospect and TranSystems
Page 4 of4
CERTIFICATIONS AND ASSURANCES
I. REQUIRED OF EACH GRANTEE
The RT A may not award any assistance or enter into any contract until the Grantee
provides all certifications and assurances in this Category "I. "
A. Authority of 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 and local law and the Grantee's
by-laws or internal rules to:
(1) Execute the grant agreement, cooperative agreement or contract with the RTA on
behalf of the Grantee; and
(2) Execute the required certifications and assurances on behalf of the Grantee and by
the Grantee.
B. Standard Assurances
The Grantee assures that it will comply with all applicable local, state and federal
statutes, regulations, executive orders, FT A circulars, and other federal requirements 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 andfederal
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 requirements will apply to the project, unless
FTA, IDOT or RTA issues a written determination otherwise.
C. Intergovernmental Review Assurance
To the extent applicable, 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 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. DOT regulations, "Intergovernmental Review of Department of
Transportation Programs and Activities," 49 CFR part 17.
D. Nondiscrimination Assurance
Exhibit E-Professional Consultant Services Agreement
between the Village of Mount Prospect and TranSystems
Page 5 of5
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),
Title VI of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000d, and 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,
be 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 R T A.
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 imposed by or
issued pursuant to of 49 U.S.C. 5332,42 U.S.C. 2000d, and 49 CFR part 21, and the 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 requirements;
(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 of 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;
Exhibit E-Professional Consultant Services Agreement
between the Village of Mount Prospect and TranSystems
Page 6 of6
(5) The United States has a right to seek judicial enforcement with regard to any
matter arising under the Act, regulations, and this assurance; and
(6) It will make any changes in its 49 U.S.C. 5332 and Title VI implementing
procedures as U.S. DOT or FT A 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 FT A, IDOT or R T A, 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 applicable regulations and directives issued
by other Federal departments or agencies.
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 ensure proper planning, management, and completion of the project described in
the grant agreement, cooperative agreement or contract;
(2) Will give FT A, the Comptroller General of the United States, and, if appropriate, the state
and RT A, 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 ofRTA approval;
Exhibit E-Professional Consultant Services Agreement
between the Village of Mount Prospect and TranSystems
Page 7 of7
(5) Will comply with all applicable Federal statutes relating to nondiscrimination
including, but not limited to:
(a) Title VI of the Civil Rights Act, 42 D.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 D.S.C.
1681 through 1683, and 1685 through 1687, and D.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 D.S.C. 794,
which prohibits discrimination on the basis of disability;
(d) The Age Discrimination Act of 1975, as amended, 42 D.S.C. 6101 through
6107, which prohibits discrimination on the basis of age;
(e) The Drug Abuse Office and Treatment Act of 1972, Pub. L. 92-255,
March 21, 1972, and amendments thereto, 21 D.S.C. 1174 et seq. relating to nondiscrimination
on the basis of drug abuse;
(t) The Comprehensive Alcohol Abuse and Alcoholism Prevention Act of
1970, Pub. L. 91-616, Dec. 31, 1970, and amendments thereto, 42 D.S.C. 4581 et seq. relating to
nondiscrimination on the basis of alcohol abuse or alcoholism;
(g) The Public Health Service Act of 1912, as amended, 42 D.S.C. 290dd-3
and 290ee-3, related to confidentiality of alcohol and drug abuse patient records;
(h) Title VIII of the Civil Rights Act, 42 D.S.C. 3601 et seq., relating to
nondiscrimination in the sale, rental, or financing of housing;
(i) Any other nondiscrimination provisions in the specific statutes under
which federal assistance for the project may be provided including, but not limited, to 49 D.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, and section 1101(b) of
the Transportation Equity Act for the 21st Century, 23 D.S.C. 101 note, which provides for
participation of disadvantaged business enterprises in FT A programs; and
G) Any other nondiscrimination statute(s) that may apply to the project;
Exhibit E-Professional Consultant Services Agreement
between the Village of Mount Prospect and TranSystems
Page 80f8
(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 federal or federally assisted programs. These
requirements apply to all interests in real property acquired for project purposes 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 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 U.S. DOT implementing regulations, including but not limited to the
following:
(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 FT A procedures, to or for families, individuals, partnerships, corporations, or
associations displaced as a result of any project financed with FT A 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 and FT A procedures;
(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 ofrace, color, religion, or national origin;
(t) 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 payor reimburse property owners for 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;
Exhibit E-Professional Consultant Services Agreement
between the Village of Mount Prospect and TranSystems
Page 9 of9
(h) The Grantee will execute such amendments to third party contracts
and subagreements financed with FT A assistance and execute, furnish, and be bound by such
additional documents as FT A 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
V.S.c. 3141 et seq., the Copeland "Anti-Kickback" Act, as amended, 18 V.S.C. 874, and the
Contract Work Hours and Safety Standards Act, as amended, 40 V.S.C. 3701 et seq., and to the
extent applicable, Fair Labor Standards Act, regarding labor standards for federally assisted
subagreements;
(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
V.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 V.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 FT A assistance takes place without permission and instructions from the
awarding agency;
(11) To the extent applicable, will record the federal interest in the title of real
property in accordance with FT A directives 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 requirements concerning the
drafting, review, and approval of construction plans and specifications of any construction
project supported with FT A assistance. As required by V.S. DOT regulations, "Seismic Safety,"
49 CFR 41.117( d), before accepting delivery of any building financed with FT A 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 FT A assistance to
ensure 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;
Exhibit E-Professional Consultant Services Agreement
between the Village of Mount Prospect and TranSystems
Page 10 of 10
(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 V.S.C. 4321 et seq. and Executive
Order No. 11514, as amended, 42 V.S.C. 4321 note;
(b) Notification of violating facilities pursuant to Executive Order No.
11738, 42 V.S.C. 7606 note;
(c) Protection of wetlands pursuant to Executive Order No. 11990,42
V.S.C. 4321 note;
(d) Evaluation of flood hazards in floodplains in accordance with
Executive Order 11988,42 U.S.C. 4321 note;
(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 V.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 V.S.C. 7401 through
7671q;
(g) Protection of underground sources of drinking water under the
Safe Drinking Water Act of 1974, as amended, 42 V.S.C. 300h through 300j-6;
(h) Protection of endangered species under the Endangered Species
Act of 1973, as amended, 16 V.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 V.S.C. 303(b) and
303( c);
G) 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 V.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 V.S.C. 470f; with
the Archaeological and Historic Preservation Act of 1974, as amended, 16 V.S.C. 469 through
496c; and with Executive Order No. 11593 (identification and protection of historic properties),
16 V.S.C. 470 note;
Exhibit E-Professional Consultant Services Agreement
between the Village of Mount Prospect and TranSystems
Page 11 of 11
(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, 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 tunctions) receiving FT A 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 Laboratory Animal Welfare Act
of 1966, 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 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 No. 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 Department of
Transportation; and
(19) To the extent applicable, will comply with all applicable provisions of all other
federal laws, executive orders, regulations, and policies governing the Project, except to the
extent that the FT A or R T A has expressly approved otherwise in writing.
II. LOBBYING CERTIFICATION
A Grantee that executes a grant agreement, cooperative agreement or contract where
federal assistance exceeding $100,000 is awarded, must 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
Exhibit E-Professional Consultant Services Agreement
between the Village of Mount Prospect and TranSystems
Page 12 of 12
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 V.S.C. 1352; and
(3) The Grantee shall require that 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 FT A, IDOT and R T A and that submission of this certification is a
prerequisite for providing federal assistance for a transaction covered by 31 V.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.
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 R T A 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 R T A or FT A assistance.
The Grantee certifies that its procurements and procurement system will comply with all
applicable third party procurement provisions of federal laws, regulations, and directives, except
to the extent the R T A has expressly approved otherwise in writing.
IV. PRIVATE PROVIDERS OF PUBLIC TRANSPORTATION
Exhibit E-Professional Consultant Services Agreement
between the Village of Mount Prospect and TranSystems
Page 13 of 13
A Grantee that is a state or local government seekingfederal assistance authorized by 49
USe. chapter 53 to acquire the 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 must provide the following certification.
As required by 49 USe. 5323 (a)(l), 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 V.S.C. 5303, 5304, and 5306;
B. Provided for the participation of private companies engaged in public transportation to
the maximum extent feasible; and
e. Paid just compensation under state or local law to the company for any franchise or
property acquired.
V. PUBLIC HEARING
A Grantee seeking federal assistance authorized by 49 USe. 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 USe. 5323 (b), 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 preceded
by adequate prior public notice of the proposed project, including a concise description of the
proposed project published in a newspaper of general circulation in the geographic area to be
served;
B. Held a public hearing on the project if the project affects significant economic, social, or
environmental interests after providing adequate notice as described above;
e. 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
urban area.
VI. ACQUISITION OF ROLLING STOCK
Exhibit E-Professional Consultant Services Agreement
between the Village of Mount Prospect and TranSystems
Page 14 of 14
A Grantee seeking federal assistance authorized under 49 USe. chapter 53 to acquire
any rolling stock is required to provide the following certification.
As required by 49 USe. 5323(m) and implementing FTA regulations at 49 CFR 663.7,
the Grantee certifies that it will comply with the requirements of 49 CFR part 663 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 to acquire capital assets by lease is
required to provide the following certifications.
As required by FTA regulations, "Capital Leases," at 49 CFR 639.15(b)(1) and 639.21, if the
Grantee acquires any capital asset by lease financed with local, state or federal assistance
authorized for 49 V.S.C. chapter 53, the Grantee certifies as follows:
(1) It will not use local, state or federal assistance authorized 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
(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.
VIII. BUS TESTING
A Grantee that receives federal assistance appropriated or made available for 49 USe.
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 USe. 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), the bus
model:
A. Will have been tested at the FTA's bus testing facility; and
B. Will have received a copy of the test report prepared on the bus model.
IX. CHARTER SERVICE AGREEMENT
Exhibit E-Professional Consultant Services Agreement
between the Village of Mount Prospect and TranSystems
Page 15 of 15
A Grantee receivingfederal assistance authorized under 49 USe. chapter 53 (except 49
USe. 5310 or 5317), or under 23 USe. 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 V.S.C. 5323(d) and (g) and FTA regulations, "Charter Service," at 49
CFR 604.7, the Grantee agrees that it and each subrecipient and third party contractor at any tier
will:
(1) Provide charter service that uses equipment or facilities acquired with federal
assistance authorized under 49 V.S.C. chapter 53 (except 49 V.S.C. 5310 or 5317), or under 23
V.S.C. 133 or 142 for transportation projects, only to the extent that there are no private charter
service operators willing and able to provide the charter service that it or its subrecipients or third
party contractors at any tier desire to provide, unless one or more of the exceptions in 49 CFR
604.9 applies; and
(2) Comply with the requirements of 49 CFR part 604 before providing any charter
service using equipment or facilities acquired with federal assistance authorized under 49 V.S.C.
chapter 53 (except 49 V.S.C. 5310 or 5317), or under 23 V.S.C. 133 or 142 for transportation
projects.
B. The Grantee understands that:
(1) The requirements of 49 CFR part 604 will apply to any charter service that it or its
subrecipients or third party contractors provide;
(2) The definitions of 49 CFR part 604 will apply to this Charter Service Agreement;
and
(3) A violation of this Charter Service Agreement may require corrective measures
and imposition of penalties, including debarment from the receipt of further federal assistance for
transportation.
X. SCHOOL TRANSPORTATION AGREEMENT
A Grantee receiving federal assistance authorized under 49 US e. chapter 53 or under
23 USe. 133 or 142 to acquire or operate public transportation facilities and equipment is
required to enter into the following School Transportation Agreement.
A. As required by 49 V.S.C. 5323(f) and (g) and FTA regulations at 49 CFR 605.14, the
Grantee agrees that it and each subrecipient or third party contractor at any tier will:
(1) Engage in school transportation operations in competition with private school
transportation operators only to the extent permitted by 49 V.S.C. 5323(f) and (g), and federal
regulations; and
Exhibit E-Professional Consultant Services Agreement
between the Village of Mount Prospect and TranSystems
Page 16 of 16
(2) Comply with the requirements of 49 CFR part 605 before providing any school
transportation using equipment or facilities acquired with federal assistance and authorized under
49 V.S.C. chapter 53 under 23 V.S.C. 133 or 142 for transportation projects.
B. The Grantee understands that:
(1) The requirements of 49 CFR part 605 will apply to any school transportation
service it or its subrecipients or third party contractors provide,
(2) The definitions of 49 CFR part 605 will apply to this school transportation
agreement; and
(3) A violation of this School Transportation Agreement may require corrective
measures and imposition of penalties, including debarment from the receipt of further federal
assistance for transportation.
XI. DEMAND RESPONSIVE SERVICE
A Grantee that operates demand responsive service and receives direct federal assistance
authorized for 49 Us.e. chapter 53 to acquire non-rail public transportation vehicles is
required to provide the following certification.
As required by us. 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. When the
Grantee's service is 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
Exhibit E-Professional Consultant Services Agreement
between the Village of Mount Prospect and TranSystems
Page 17 of 17
The Grantee is required 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 /, the Grantee certifies that it has
established 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 is required to provide the following certification.
As required by 49 Us.e. 53 0 7(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 and other financing costs 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 FT A may require.
XIV. INTELLIGENT TRANSPORTATION SYSTEMS
A Grantee that intends to use FT A 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, " must 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 23 U.S.C. 5307(c), "the Secretary shall ensure that 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, conform to the national architecture, applicable standards or provisional
standards, and protocols developed under subsection (a)." To facilitate compliance with
23 U.S.C. 5307(c), 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 Fed. Reg. 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 R T A or FT A 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 ensure that any ITS project it undertakes will not preclude interface with other
intelligent transportation systems in the region.
Exhibit E-Professional Consultant Services Agreement
between the Village of Mount Prospect and TranSystems
Page 18 of 18
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 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 R T A. If, however a "Designated
Recipient" as defined at 49 U.S.C. 5307(a)(2)(A) enters into a Supplemental Agreement with the
FT A and a Prospective Grantee, that Prospective Grantee is recognized as the Grantee for
Urbanized Area Formula Program assistance and must provide the following certifications.
Each Grantee required by 49 U.S.C. 5307(d)(1)(K) to expend at least one (1) percent of
its Urbanized Area Formula Program assistance for eligible transit enhancements must list the
projects carried out during that federal fiscal year with those funds in its quarterly report for the
fourth quarter of the preceding federal fiscal year. That list constitutes the report of transit
enhancement projects carried out during the preceding fiscal year that is required to be submitted
as part of the Grantee's annual certifications and assurances, in accordance with 49 U.S.C.
5307(d)(1)(K)(ii). Accordingly, the information in that quarterly report will be incorporated by
reference and made part of the Grantee's annual certifications and assurances for this fiscal year.
The RTA may not award Urbanized Area Formula Program assistance that has been provided by
the FT A to any Grantee that has received Transit Enhancement funds authorized by former 49
U.S.C. 5307(k)(1), unless that Grantee's quarterly report for the fourth quarter of the preceding
federal fiscal year 2005 has been submitted to the FT A and includes the requisite list. Beginning
Federal fiscal year 2007, the RTA may not award Urbanized Area Formula Program assistance
to any Grantee that is required by 49 U.S.C. 5307(d)(I)(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 R T A and includes the requisite list.
A. Certifications Requiredfor the Urbanized Area Formula Program
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
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;
Exhibit E-Professional Consultant Services Agreement
between the Village of Mount Prospect and TranSystems
Page 19 of 19
(d) In compliance with 49 V.S.C. 5307(d)(1)(D), the Grantee will ensure that elderly
individuals, individuals 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 V.S.C. 401 et
seq. or 42 V.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
V.S.C. 5307, not more than fifty (50) percent of the peak hour fare;
(e) In compliance with 49 V.S.C. 5307(d)(1)(E), the Grantee, in carrying out a
procurement financed with federal assistance authorized under 49 V.S.C. 5307: (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 V.S.C.
5323 and the third party procurement requirements of 49 V.S.C. 5325;
(f) In compliance with 49 V.S.C. 5307(d)(1)(F), the Grantee has complied with or
will comply with the requirements of 49 V.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
Vrbanized Area Formula Program, 49 V.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 ensured or will ensure that the proposed
program of projects provides for the coordination of transportation services assisted under 49
V.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 V.S.C. 5307(d)(1)(G), the Grantee has or will have
available and will provide the amount of funds required by 49 V.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 V.S.C. 5307(d)(I)(H), the Grantee will comply with: 49
V.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 V.S.C. 5301(d) (special
efforts to design and provide public transportation for elderly individuals and individuals with
disabilities); and 49 V.S.C. 5303 through 5306 (planning and private enterprise requirements);
(i) In compliance with 49 V.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;
Exhibit E-Professional Consultant Services Agreement
between the Village of Mount Prospect and TranSystems
Page 20 of 20
G) In compliance with 49 US.C. 5307(d)(1)(J), each fiscal year, the Grantee will
spend at least one (I) percent of its funds authorized by 49 V.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
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
(2) In compliance with 49 V.S.C. 5307(d)(1)(K), if the Grantee serves an urbanized
area with a population of at least 200,000, (1) the Grantee will expend not less than one
(1) percent of the amount it receives each fiscal year under 49 V.S.C. 5307 for transit
enhancements, as defined at 49 V.S.C. 5302(a), and (2) if the Grantee has received Vrbanized
Area Program funds expended for transit enhancements as authorized by 49 V.S.C. 5307(k)(I),
the Grantee will list those projects carried out with funds authorized under 49 V.S.C. 5307. If
the Grantee's quarterly report for the fourth quarter of the preceding federal fiscal year includes a
list of transit enhancement projects it has implemented during that preceding fiscal year using
those funds, the information in that quarterly report will fulfill the requirements of 49 V.S.C.
5307(d)I)(K)(ii), and thus that quarterly report will be incorporated by reference and made part
of the Grantee's certifications and assurances.
XVI. CLEAN FUELS GRANT PROGRAM
Each Grantee that receives Clean Fuels Grant Program assistance authorized under 49 V.S.C.
5308 is required to provide the following certifications on behalf of itself and its subrecipients.
Vnless the RTA determines otherwise in writing, the Grantee is ultimately responsible for
compliance with its certifications and assurances even though a subrecipient 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 RT A.
As required by 49 V.S.C. 5308(d)(I), which makes the requirements of 49 V.S.C. 5307
applicable to Clean Fuels Grant Program assistance, and 49 V.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 V.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
safety and security aspects of that program;
B. In compliance with 49 US.C. 5307(d)(I)(B), the Grantee has or will have satisfactory
continuing control over the use of project equipment and facilities;
Exhibit E-Professional Consultant Services Agreement
between the Village of Mount Prospect and TranSystems
Page 21 of21
C. In compliance with 49 V.S.c. 5307(d)(1)(C), the Grantee will adequately maintain the
project equipment and facilities;
D. In compliance with 49 V.S.C. 5307(d)(1)(D), the Grantee will ensure that elderly
individuals, individuals 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 V.S.C. 401
et seq. or 42 V.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 V.S.C. 5308, not more than fifty (50) percent of the peak hour fare;
E. In compliance with 49 V.S.C. 5307(d)(1)(E), the Grantee, in carrying out a procurement
financed with federal assistance authorized under 49 V.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 US.C. 5323 and the third party procurement requirements of 49 US.C. 5325;
F. In compliance with 49 V.S.C. 5307(d)(1)(F), the Grantee has complied with or will comply
with the requirements of 49 V.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 V.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 V.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;
G. In compliance with 49 V.S.C. 5307(d)(I)(G), the Grantee has or will have available and will
provide the amount of funds required by 49 V.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 US.C. 5307(d)(I)(H), the Grantee will comply with: 49 V.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 V.S.C. 5301(d)
(special efforts to design and provide public transportation for elderly individuals and
individuals with disabilities); and 49 V.S.C. 5303 through 5306 (planning and private
enterprise requirements); and
1. In compliance with 49 V.S.C. 5307(d)(I)(I), the Grantee has a locally developed process to
solicit and consider public comment before raising a fare or implementing a major reduction
Exhibit E-Professional Consultant Services Agreement
between the Village of Mount Prospect and TranSystems
Page 22 of 22
of public transportation;
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
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 FT A
determines otherwise in writing, the Grantee itself is ultimately responsible for compliance with
its certifications and assurances even though a subrecipient 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 R T A.
A. As required by 49 U.S.C. 5316(f)(1), which makes the 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 projects, including
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 ensure that elderly
individuals and individuals 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
Exhibit E-Professional Consultant Services Agreement Page 23 of 23
between the Village of Mount Prospect and TranSystems
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 D.S.C. 5323 and the third party procurement requirements of
49 D.S.C. 5325;
(6) In compliance with 49 D.S.C. 5307(d)(I)(F), the Grantee has complied with or will
comply with the requirements of 49 D.S.C. 5307(c). Specifically, it: (1) has made
available, or will make available, to the public information on the amounts available for
the JARC Formula Grant Program, 49 D.S.C. 5316, 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 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 D.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 D.S.C. 5307(d)(1)(G), the Grantee has or will have available and
will provide the amount of funds required by 49 D.S.C. 5316(g) for the local share, and
that those funds will be provided from approved non-federal sources except as permitted
by federal law;
(8) In compliance with 49 D.S.C. 5307(d)(1)(H), the Grantee will comply with: 49 D.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 D.S.C. 5301(d)
(special efforts to design and provide public transportation for elderly individuals and
individuals with disabilities); and 49 D.S.C. 5303 through 5306 (planning and private
enterprise requirements); and
(9) In compliance with 49 D.S.C. 5307(d)(l)(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;
B. In compliance with 49 D.S.C. 5316(d), the Grantee certifies that (1) with respect to
financial assistance authorized under 49 D.S.C. 5316(c)(1)(A), it will conduct in
cooperation with the appropriate MPO an area wide solicitation for applications, and make
awards on a competitive basis and (2) with respect to financial assistance authorized under
49 D.S.C. 5316(c)(1)(B) or 49 D.S.C. 5316(c)(1)(C), it will conduct a statewide solicitation
for applications, and make awards on a competitive basis;
C. In compliance with 49 D .S.C. 5316(t)(2), the Grantee certifies that any allocations to
Exhibit E-Professional Consultant Services Agreement
between the Village of Mount Prospect and TranSystems
Page 24 of 24
subrecipients of financial assistance authorized under 49 V.S.C. 5316 will be distributed on
a fair and equitable basis;
D. In compliance with 49 V.S.C. 5316(g)(2), the Grantee certifies that, before it transfers
funds to a project funded under 49 V.S.C. 5336, that project will has been or will have been
coordinated with private nonprofit providers of services; and
E In compliance with 49 V.S.C. 5316(g)(3), the Grantee certifies that: (1) the projects it has
selected or will select for assistance under that program were derived from a locally
developed, coordinated public transit-human services transportation plan; and (2) the plan
was developed through a process that included representatives of public, private, and
nonprofit transportation and human services providers and participation by the public.
xx. NEW FREEDOM PROGRAM
Each Grantee that receives New Freedom Program assistance authorized under 49 V.S.C. 5317
must provide the following certifications on behalf of itself and any subrecipient that may be
implementing its project. Vnless FT A determines otherwise in writing, the Grantee itself is
ultimately responsible for compliance with its certifications and assurances even though a
subrecipient 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 R T A.
A. As required by 49V.S.C. 5317(e)(1), which makes the requirements of 49V.S.C. 5310
applicable to New Freedom grants to the extent the Federal Transit Administrator or his or
her designee determines appropriate, by 49 V.S.C. 531O(d)(1), which makes the
requirements of 49 V.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 V.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 V.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
safety and security aspects of that program;
(2) In compliance with 49 V.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 V.S.C. 5307(d)(1)(C), the Grantee will adequately maintain the
project equipment and facilities;
(4) In compliance with 49 V.S.C. 5307(d)(1)(E), the Grantee, in carrying out a procurement
financed with federal assistance authorized under 49 V.S.C. 5317: (1) will use
competitive procurement (as defined or approved by the Secretary), (2) will not use
Exhibit E-Professional Consultant Services Agreement
between the Village of Mount Prospect and TranSystems
Page 25 of 25
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 D.S.C. 5323 and the third party procurement requirements of 49 D.S.C.
5325;
(5).In compliance with 49 D.S.C. 5307(d)(1)(G), the Grantee has or will have available and
will provide the amount of funds required by 49 D.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 D.S.C. 5307(d)(1)(H), the Grantee will comply with: 49 D.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 D.S.C. 5301(d)
(special efforts to design and provide public transportation for elderly individuals and
individuals with disabilities); and 49 D.S.C. 5303 through 5306 (planning and private
enterprise requirements);
B. In compliance with 49 D.S.C. 5317(d), the Grantee certifies that (1) with respect to financial
assistance authorized under 49 D.S.C. 53 17(c)(1)(A), it will conduct in cooperation with the
appropriate MPO an area wide solicitation for applications, and make awards on a
competitive basis and (2) with respect to financial assistance authorized under 49 U.S.C.
5317(c)(1)(B) or 49 D.S.C. 5317(c)(1)(C), it will conduct a statewide solicitation for
applications, and make awards on a competitive basis;
C. In compliance with 49 U.S.C. 5317(f)(2), the Grantee certifies that, before it transfers funds
to a project funded under 49 D.S.C. 5336, that project will has been or will have been
coordinated with private nonprofit providers of services; and
D. In compliance with 49 D.S.C. 5317(e)(2), the Grantee certifies that any allocations to
subrecipients of financial assistance authorized under 49 D.S.C. 5317 will be distributed on
a fair and equitable basis.
XXI. ALTERNATIVE TRANSPORTATION IN PARKS AND PUBLIC LANDS
PROGRAM
Each State, tribal area, or local government authority that is a recIpIent of Alternative
Transportation in Parks and Public Lands Program assistance authorized by 49 D.S.C. 5320, is
required to provide the following certifications.
A. As required by 49 D.S.C. 5320(i), which makes the requirements of 49 D.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
49 D.S.C. 5307(d)(1), the Grantee certifies 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 project, including safety and
Exhibit E-Professional Consultant Services Agreement
between the Village of Mount Prospect and TranSystems
Page 26 of 26
security aspects of that project;
(2) In compliance with 49 V.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 V.S.C. 5307(d)(1)(C), the Grantee will adequately maintain the
project equipment and facilities;
(4) In compliance with 49 V.S.C. 5307(d)(1)(D), the Grantee will ensure that elderly
individuals, individuals 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 V.S.C. 401 et seq. or 42 V.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 V.S.C. 5320, not more than fifty
(50) percent of the peak hour fare;
(5) In compliance with 49 V.S.C. 5307(d)(I)(E) in carrying out a procurement financed
with federal assistance authorized under 49 V.S.C. 5320, the Grantee: (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 FT A
assistance of 49 V.S.C. 5323 and the third party procurement requirements of 49 V.S.C.
5325;
(6) In compliance with 49 V.S.C. 5307(d)(1)(F) and with 49 V.S.C.5320(e)(2)(C), the
Grantee has complied with or will comply with the requirements of 49 V.S.C. 5307(c).
Specifically, it: (1) has made available, or will make available, to the public information
on the amounts available for the Alternative Transportation in Parks and Public Lands
Program, 49 U.S.C. 5320, and the projects it proposes to undertake; (2) has developed or
will develop, in consultation with interested parties including private transportation
providers, 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 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 V.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 V.S.C. 5307(d)(1)(G), the Grantee has or will have available the
amount of funds required by 49 V.S.C. 5320(f), and that those funds will be provided
from approved non-federal sources except as permitted by federal law; and
(8) In compliance with 49 V.S.C. 5307(d)(1)(H), the Grantee will comply with: 49 V.S.C.
5301(a) (requirements for public transportation systems that maximize the safe, secure,
Exhibit E-Professional Consultant Services Agreement
between the Village of Mount Prospect and TranSystems
Page 27 of27
and efficient mobility of individuals, minimize environmental impacts, and minimize
transportation-related fuel consumption and reliance on foreign oil); 49 V.S.C. 5301(d)
(special efforts to design and provide public transportation for elderly individuals and
individuals with disabilities); and 49 V.S.C. 5303 through 5306 (planning and private
enterprise requirements).
B. In compliance with 49 V.S.C.5320(e)(2)(A), (B), and (D), the Grantee assures that it will:
(1) Comply with the metropolitan planning provisions of 49 V.S.C. 5303;
(2) Comply with the statewide planning provisions of 49 U.S.C. 5304; and
(3) Consult with the appropriate federal land management agency during the planning
process.
XXII. INFRASTRUCTURE FINANCE PROJECTS
Each Grantee that receives Infrastructure Finance assistance authorized under 23 V.S.C.
chapter 6, is required to provide the following certifications.
A. As required by 49 V.S.C. 5323(0), which makes the requirements of 49 V.S.C. 5307
applicable to Grantees seeking Infrastructure Finance assistance authorized under 23 V.S.C.
chapter 6, and by 49 V.S.C. 5307(d)(1), the Grantee certifies as follows:
(1) In compliance with 49 V.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
safety and security aspects of that program;
(2) In compliance with 49 V.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 V.S.C. 5307(d)(1)(C), the Grantee will adequately maintain the
project equipment and facilities;
(4) In compliance with 49 V.S.C. 5307(d)(1)(D), the Grantee will ensure that elderly
individuals and individuals 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 V.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 V.S.C. chapter 6 not more than fifty (50)
percent of the peak hour fare;
(5) In compliance with 49 V.S.C. 5307(d)(1)(E), the Grantee, in carrying out a procurement
financed with federal assistance authorized under 23 V.S.C. chapter 6: (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
Exhibit E-Professional Consultant Services Agreement
between the Village of Mount Prospect and TranSystems
Page 28 of 28
FTA assistance of 49 V.S.C. 5323 and the third party procurement requirements of
49 V.S.C. 5325;
(6) In compliance with 49 V.S.C. 5307(d)(1)(F), the Grantee has complied with or will
comply with the requirements of 49 V.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 V.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 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 V.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 V.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;
(8) 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 V.S.C. 5301(d)
(special efforts to design and provide public transportation for elderly individuals and
individuals with disabilities); and 49 V.S.C. 5303 through 5306 (planning and private
enterprise requirements);
(9) In compliance with 49 V.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;
(10) To the extent that the Grantee will be using funds authorized under 49 V.S.C. 5307 for
the project, in compliance with 49 V.S.C. 5307(d)(1)(J), each fiscal year, the Grantee
will spend at least one (1) percent of those funds authorized under 49 V.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 FT A 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
Exhibit E-Professional Consultant Services Agreement
between the Village of Mount Prospect and TranSystems
Page 29 of 29
(11) To the extent that the Grantee will be using funds authorized under 49 V.S.C. 5307 for
the project, in compliance with 49 V.S.C. 5309(d)(I)(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 fiscal year under 49 V.S.C. 5307 for transit
enhancements, as defined at 49 V.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 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 V.S.C. 5323(0), which makes the requirements of 49 V.S.C. 5309
applicable to Grantees seeking Infrastructure Finance assistance authorized under 23 V.S.C.
chapter 6, and by 49 V.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
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 R T A or the FT A may require.
XXIII. ST ATE INFRASTRUCTURE BANK PROGRAM
This Category does not apply to this Agreement.
XXIV. ADDITIONAL FTA CERTIFICATIONS AND ASSURANCES
Section 24-1 Definitions
As used in Sections XXIV and 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 Vnited States of America, the State of
Illinois and the R T A.
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 24-2. 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,
Exhibit E-Professional Consultant Services Agreement
between the Village of Mount Prospect and TranSystems
Page 30 of 30
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 FT A, through the R T A, 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
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 FT A's "Best Practices
Procurement Manual." FT A 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 24-3. Ethics
Exhibit E-Professional Consultant Services Agreement
between the Village of Mount Prospect and TranSystems
Page 31 of 31
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 sub agreements 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.
(1) Personal Conflicts ofInterest. 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,
"Govemmentwide Debarment and Suspension (Nonprocurement)," within 49 C.F.R. Part 29.
Section 24-4. Accounting Records
A. Proiect 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 R T A or the FT A 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 R T A or the
FT A 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 Proiect. The Grantee agrees to deposit in a
financial institution all advance Project payments it receives from the R T A or the federal
Exhibit E-Professional Consultant Services Agreement
between the Village of Mount Prospect and TranSystems
Page 32 of 32
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 FT A to be exempt from the general federal program income requirements.
Section 24-5. 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 24-6. 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. S 2000e, and 49 U.S.C. S 5332 and any implementing requirements FT A
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 FT A 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 ofthe Agreement. Failure by the Grantee to carry out the terms of that
Exhibit E-Professional Consultant Services Agreement
between the Village of Mount Prospect and TranSystems
Page 33 of 33
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. ~
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;
Exhibit E-Professional Consultant Services Agreement
between the Village of Mount Prospect and TranSystems
Page 34 of 34
(6) FTA regulations, "Transportation for Elderly and Handicapped Persons," 49 C.F.R. Part
609; and
(7) Any implementing requirements FT A 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-l note, and with the provisions of
U.S. DOT Notice, "DOT Guidance to Recipients on Special Language Services to Limited
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 24-7. 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. EP A) "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 V.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.
C. Electronic and Information Technology. When using federal financial assistance to procure
reports or information to be delivered to the Grantee for distribution to FT A, among others, the
Exhibit E-Professional Consultant Services Agreement
between the Village of Mount Prospect and TranSystems
Page 35 of35
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 R T A or the FT A, 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 24-8. Patent Rights.
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 R T A 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. Department 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 24-9. Rights in Data and Copyrights.
A. Definition. The term "subject data," as used in this Section 24-9 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.
Exhibit E-Professional Consultant Services Agreement
between the Village of Mount Prospect and TranSystems
Page 36 of 36
(2) The restriction on publication of Subsection 24-9.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 24-9.C(I) and 24-9.C(2) of these Certifications & Assurances. As used
herein, "for Federal Government purposes," means use only for the direct purposes of the Federal
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) Pro1ects. In general, FT A'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 FT A 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 24-9.c of these Certifications
& Assurances, FT A may make available to any FT A recipient, subrecipient, third party
contractor, or third party subcontractor, either FT A'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 24-9.a of these
Certifications & Assurances and shall be delivered as the Federal Government may direct. This
Subsection 24.9.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 24-7 pertaining to rights in
data shall imply 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
Exhibit E-Professional Consultant Services Agreement
between the Village of Mount Prospect and TranSystems
Page 37 of 37
Grantee may find it necessary to provide data developed without any federal funding or support
to the Federal Government. The requirements of Subsections 24-7.B, 24-7.C and 24-7.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."
H. Statutory Requirements to Release Data. To the extent required by V.S. DOT regulations,
"Vniform 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 24-10. 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 V.S.C. ~~ 3701 et seq., in particular the wage
and hour requirements of section 102 of that Act at 40 V.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 24-11. 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 V.S.C. ~~ 4321-4335; the Clean Air Act, as amended, 42 V.S.C. ~~ 7401-7671q and scattered
sections of 29 V.S.C.; the Clean Water Act, as amended, 33 V.S.C. ~~ 1251-1377; the Resource
Conservation and Recovery Act, as amended, 42 V.S.C. ~~ 6901- 6992k; and the Comprehensive
Environmental Response, Compensation, and Liability Act, as amended, 42 V.S.C. ~~ 9601-
9675. The Grantee also recognizes that V.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 FT A 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 V.S.C. ~~ 4321-4335; Executive
Exhibit E-Professional Consultant Services Agreement
between the Village of Mount Prospect and TranSystems
Page 38 of38
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.
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 Implementation 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. EP A 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 V.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 V.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
Exhibit E-Professional Consultant Services Agreement
between the Village of Mount Prospect and TranSystems
Page 39 of 39
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:
(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 the proposed 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 V.S.C. ~ 5324(b), and other applicable
federal laws and regulations, including joint FHW AlFT A 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 24-12. 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 24-13. 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
Exhibit E-Professional Consultant Services Agreement
between the Village of Mount Prospect and TranSystems
Page 40 of 40
with federal assistance awarded for the Project.
Section 24-14. Special Provisionfor Urbanized Area Formula Projects.
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.
XXV. IDOT CERTIFICATIONS AND ASSURANCES
Section 25-1. Procurement
A. Contracts - The RT A 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 V.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 FT A assistance must conform
with 49 V.S.C. Section 53230), 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 R T A, IDOT and the FT A permit.
E. Third-Partv 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 R T A, IDOT and the FT A 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 R T A, IDOT
and the FT A 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.
Exhibit E-Professional Consultant Services Agreement
between the Village of Mount Prospect and TranSystems
Page 41 of 41
Section 25-2. 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
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 25-3. 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 or inactions 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 25-4. 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.
Section 25-5. 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 FT A'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,
Exhibit E-Professional Consultant Services Agreement
between the Village of Mount Prospect and TranSystems
Page 42 of 42
executive orders, regulations, and Federal policies, including the U.S. Department
of Labor regulations entitled, "Office of Federal Contract Compliance Programs,
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 payor other forms of compensation; and
selection for training, including apprenticeship. The Grantee also agrees to comply
with any implementing requirements that the FT A 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
Exhibit E-Professional Consultant Services Agreement
between the Village of Mount Prospect and TranSystems
Page 43 of 43
Regulations, the Grantee will promptly notify the Department and the contracting
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 Department'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. Disadvantaged 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
Exhibit E-Professional Consultant Services Agreement
between the Village of Mount Prospect and TranSystems
Page 44 of 44
award and administration of V.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 V.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 V.S.C. App. Section 1612;
Architectural Barriers Act, as amended; 42 V.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 25-6. Substance Abuse/Drug Free Workplace
The Grantee agrees to comply with the Illinois (30 ILCS 580/1 et seq.) and V.S. DOT Drug Free
Workplace Acts; V.S. DOT regulations entitled, "Drug-Free Workplace Requirements (Grants),"
49 CFR Part 29 Subpart F, as modified by 41 V.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 V.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 Vse 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 V.S.C. Section 5331 and 49 CFR
Part 655, to do the same.
Section 25-7. 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 V.S.C.
Section 4321 et seq.; Section 14 of the Federal Transit Act, as amended, 49 V.S.C. App.
Section 1610; the Council on Environmental Quality regulations, 40 CFR Part 1500 et
Exhibit E-Professional Consultant Services Agreement
between the Village of Mount Prospect and TranSystems
Page 45 of 45
seq.; and the joint FHW A/FT A regulations, "Environmental Impact and Related
Procedures," 23 CFR Part 771 and 49 CFR Part 622.
B. Air Qualitv - The Grantee agrees to comply with applicable requirements of the following
Environmental Protection Agency (EP A) 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
inthe SIP.
The EP A 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 EP A 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 25-8. 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,
5 U.S.C. Section 552a and 49 CFR Part 29 Subpart F, imposes information restrictions on the
party managing the system of records.
Exhibit E-Professional Consultant Services Agreement
between the Village of Mount Prospect and TranSystems
Page 46 of 46