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HomeMy WebLinkAboutRes 11-86 03/18/1986 RESOLUTION NO. 11-86 A RESOLUTION AUTHORIZING EXECUTION OF AN AGREEMENT BETWEEN THE VILLAGE OF MOUNT PROSPECT AND PACE WHEREAS, the Village of Mount Prospect and the Suburban Bus Division of the Regional Transportation Authority (operationally and hereinafter called IIPACEII ) does, in accordance with law, make grants available for the purpose of subsidizing transportation for senior citizens and handicapped persons residing within the corporate boundaries of the Village of Mount Prospect; and NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND BOARD OF TRUSTEES OF THE VILLAGE OF MOUNT PROSPECT, COOK COUNTY, ILLINOIS: SECTION ONE: The Mayor of the Village of Mount Prospect is authorized and directed to execute the Agreement between the Village of Mount Prospect and PACE, and the Village Clerk is hereby authorized and directed to attest the signature of the Mayor on said Agreement, a copy of said Agreement is attached hereto and hereby made a part hereof as Exhibit nAn. SECTION TWO: This Resolution shall be in full force and effect from and after its passage and approval in the manner provided by law. AYES: Arthur¡ Farley, Floras, Murauskis, Van Geem, Wattenberg NAYS: None ABSENT: None PASSED and APPROVED this 18th day of March , 1986. <*' 1l/1 <to . "- ~ Carolyn. rause Mayor ATTEST: A!~J' ~ Carol A. Fields Village Clerk """""""'.'.'.'.'mm.'.'.'.w.'.'.'.'.'.'."""",.".'.-.""""'-'-"""""'-"~"-'-""""-"'-"='-'-.'.-.-.-.'.~m.'.'.'....m.~.._.. PEER PEDERSEN GEORGE L PLUMB JAMES K. STUCKO PHER O'CONNELL KELLY THOMAS J. '<ELLY "HE.LOON DAVIOOON GREGORY J. PERRY DAVID C. NEWMAN March 6, LAW OFFICES PEDERSEN & HOUPT HERBEP' j. LINN PAUL S. AC1MAN A Pf,OFES;;'O~'Al.. CORPOHATiON MAHILEE ROBERG JOHN H. MUEH.sr[lN ARTHUR e. STE"?'<bERG jAMES PAUL YALM'CIUS TOM :J. WIPPMA'" 180 NORTH LA SALLE STREET. SUITE 3400 CHICÞ.GO, ILLlNO:S 60601 JOHN P. DALY J. DAY,CO SANNER MARY CAROL SEYM(jûR JAMES J. CLARKE" SnYEN M. 510"E MARC CO. oANSER JA"1fS K. HU.EGA'" ROSS H. FlSHMA" (312) 641.6888 M. A. KE""C.DY-O'NE'LL ALLAN " ',ATHAN DM,IEL S. EOXEN ARTKUR '.'. KGLTZMAN GE"ALO P. GTSE DONALD c. MORAN WRITER'S DIRECT DIAL NO. 781 2101 c; COu'NSEL R¡CHARD Y. HOUPT 1986 PACE Suburban Bus Service SSG W. Algonquin Road Arlington Heights, Illinois 60005 ATTN: Joseph DiJohn, Executive Director Dear Mr. DiJohn: Please be advised that I represent the Village of Mount Prospect. Pursuant to Section 14 of the paratransit Grant Agreement, this Opinion of Counsel is being provided: iie iii. JKS/m1b i. The Village of Mount Prospect, organized pursuant to the laws of the State of Illinois, has the legal authority to engage in and carryon the public transportation ser- vice as described in this Grant Agreement with PACE. The executed Grant Agreement has been duly authorized by the Village of Mount Prospect Board pursuant to Resolution No. 11,-86 , and the execution and delivery of this Agreement by all of the parties hereto will constitute a valid and binding obligation of the Transportation Agency enforceable in accordance with its terms, and the consummation and com- pliance by the Transportation Agency with the terms and conditions of this Agreement will not result in any breach or violation of, or default under, any judgment, decree, mortgage, agreement, indenture or other instrument appli- cable to it known to this counsel. All such approvals, consents, authorizations or modificat- tions as may be required to permit the performance by the Transportation Agency of its obligations under this Agree- ment have been obtained, whether from governmental authori- ties or other persons known to this counsel. Very truly yours, /" ¡/' {Ñ'W 1::.. ~ ~ 4A:.VlES K. STUCKO SUBURBAN BUS DIVISION OF THE REGIONAL TRANSPORTATION AUTHORITY PARATRANSIT GRANT AGREEMENT DA'l'E: GRANTEE: VILLAGE OF MOUNT PROSPEC~ " PUBLIC 'l'RANSPORTA'l'ION SERVICES: As descr ibed in Exhibit A GRANT PERIOD: MARCH 1, 1986 - DECEMBER 31, 1988 Page 1 Section 1 Section 2 Section 3 Section 4 Section 5 Section 6 Section 7 Section 8 Section 9 Section 10 Section 11 Section 12 Section 13 Section 14 Section 15 Section 16 Section 17 Section 18 Section 19 Section 20 Section 21 Section 22 Section 23 Section 24 Section 25 Section 26 Section 27 Section 28 APPENDIX A APPENDIX B APPENDIX C APPENDIX D TABLE O~ CONTENTS Definitions Budget Approval; Maximum Grant Amount Reporting Requirements Payment of Grant Use of Grant Proceeds and Operating Income Accomplishment of Public Transportation Services Audit/Inspection Limits of Liability; No Agency Employees Environmental and Safety Standards Equal Employment Opportunity; Hinority Business Enterprises Certain Covenants Third Party Providers Opinion of Counsel Indemnification Insurance Independence of Grantee Non-Collusion Non-Vlai ve r Successors and Assigns Notices Agreement to Supersede Other Agreements, Arrangements and Understandings Governing Law Assignment Severability Titles and Precedent Amendment Termination of Agreement Page 3 Page 5 Page 6 Page 7 Page 8 Page 9 Page 9 Page 10 Page 10 Page 11 Page 12 Page 15 Page 16 Page 16 Page 17 Page 18 Page 18 Page 19 Page 19 Page 19 Page 19 Page 19 Page 20 Page 20 Page 20 Page 20 Page 20 Page 21 Public Transportation Services Budget Format paratransit Funding Guidelines Opinion of Counsel Page 2 THIS AGREEMENT, effective as of the initial date of the Grant Period specified above by and between the Suburban Bus Division of the Regional Transportation Authority (operationally called "Pace" and herein so referred) and the Grantee named on page one of this Agreement. WIT N E SSE T H : WHEREAS, Pace was established under the Regional Transportation Authority Act (Ill. Rev. Stat. ch. III 2/3 Sections 701.01 et seq.) (Herein the "Act") for the purpose of aiding and assisting public transportation in the Metropolitan Region: WHEREAS, Section 2.01(a) of the Act provides grants to grantees in furtherance of such purposes; that Pace may make WHEREAS, Section 2.02 of the Act provides that Pace may make grants to grantees for operating and other expenses upon such terms and conditions as Pace shall prescribe or as Pace and the grantees shall agree in any grant contract: WHEREAS, Pace has approved and adopted a Paratransit Grant Program, (the "paratransit Program"). WHEREAS, the Grantee has applied to Pace for a grant under the Program to provide the services described in Exhibit A to this agreement (herein the "Public Transportation Services"). NOW THEREFORE, in consideration of the promises and for other good and valuable considerations the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. DefinliioI)§e In this Agreement, the following terms when capitalized shall have the following meanings: A&.t - State The Regional Transportation Authority Act (Ill~ ch. III 2/3 Sections 701.01 eto seqo) Rev. Ag+e~mgnt - the Agreement consists of this paratransit Grant Agreement and all exhibits hereto. Approy~~ ~~ - as defined in Section 20 Budget Perj.QQ - as defined in Section 20 Depar!:.~ - as defined in Subsection lI(b) Grant - as defined in Section 20 Page 3 Grantee - as shown on Page 1. Grant Feriod - as shown on Page 1. Indemniíj~Q FA~ß - as defined in Section 15. ~~ Report - as defined in Section 3. ~atin9 Deficit - This term shall mean the amount by which the Operating Expenses incurred by the Grantee in performing and operating the Public Transportation Services during each calendar year exceeds the Operating Income with respect to the Public Transportation Service~ for that ca1endar year. operating ExpenB~§ This term shall mean all expenses properly classified~s operating expenses incurred by the Grantee in performing and operating the Public Transportation Services, but shall in no event include (i) depreciation (ii) amortization of any intangible cost, (~ii) expense with respect to nondedicated charter services using the same vehicles as are used in operating the Public Transportation Services in excess of the revenue derived from such nondedicated charter services, (iv) any payments to associated entities not approved by pace, {v} non-cash expenditures, (vi) any expenses with respect to the Public Transportation Services which could have been funded under a local, state, or federal funding' program in which Pace has timely requested the Grantee to participate, (vii) expenses with respect to the Public Transportation Services to the extent that they exceed such operating productivity and cost control criteria, expense guidelines or funding guidelines as may be established by Pace from time to time, (viii) any operating expenditures which are reasonably disapproved by Pace as being outside the scope of necessary expenses with respect to Public Transportation Services or otherwise unreasonable, (ix) expenses not in conformance with the description of Public Transportation Services and all other provisions of this Agreement, (xl expenses which are not actual net costs to the Grantee after all applicable credits are deducted (i.e.., price paid minus any refunds, rebates, or interest income), (xi) expenses which are not satisfactorily documented, (x) any capital expenses, (xi) labor protection expenses resulting from changes in employment practices or Public Transportation Services not made at the direct and primary initiation of Pace, and (xii) any expense disallowed in accordance with SubsectIon 2(d)~ Operating 1D~ - This term shall mean revenue from all sources properly classified as operating income including all fare revenues, federal and state subsidies, interest or investmént monies and assets with respect to the Public Transportation Services and all income of any kind attributable to the Public Transportation Services. This term shall not include any funds mutually agreed upon to be designated as local share in an Approved Budget and Monthly Reports, including federal, state or local government Page 4 ( a) (b) operating subsidies or grants Transportation Services~ with respect to the Public Pace - as defined on Page 3. ~~Êl~ FLQ9~ID - as defined on Page 3. Public Tran~po+tation Exhibit A.. &lDlj~ß - the services described in Third E-~~. ~QYj~ - as defined in Section 13. 2.. Budget Ap¡?roval.1- ~.iID.!JlD ~.t Amm.J.n.t... The Grantee shall provide Pace with its formal budget estimate in the format shown in Appendix B for each calendar year (the "Budget Period") by the preceding July 1. Pace shall d~velop a budget in the absence of a submitted budget by July 1.. These budget estimates shall be consistent with assumptions established by Pace, be reasonable and prudent, and prepared in accordance with sound financial practices.. The Grantee shall provide all supporting documentation as requested by Pace. The Grantee shall provide evidence that the Grantee has sufficient funding to meet the Grantee's local share obligation. Pace shall fully review the budget material and discuss any areas of concern with the Grantee. At the conclusion of this review process, the Pace Board will adopt an approved budget (the "Approved Budget") for the Grantee which establishes the maximum amount for each line item which will be considered as an Operating Expense as well as the total approved Operating Deficit.. In accordance with this Agreement Pace hereby agrees to pay the Grantee a maximum grant (the -Grant") each year of the lesser of the amounts calculated in accordance with the Paratransit Funding Guidelines shown in Appendix C. Pace may change the paratransit Funding Guidelines of the paratransit Program and/or level of fares and such new guidelines and fares shall be used to determine Pace's maximum funding obligations.. Such changes would normally occur as part of Pace's annual budget process, and would become effective sixty (60) days or more after public notification.. Pace will monitor the Grantee's actual financial performance against the Approved Budget.. If Pace should find that the Grantee is performing unfavorably for a given line item, and so advise the Grantee, the Grantee shall submit to Pace a written explanation and corrective plan within fifteen (15) calendar days which would bring expenses within budget. Should the Grantee be performing unfavorably to the total Approved Budget, Pace will allow the Grantee fifteen (15) calendar days to provide an explanation and corrective plan. Pace will advise the Grantee of the acceptability of such plan within fifteen (15) calendar days of receiving such plan. Failure by the Grantee to provide such explanation and corrective plan will result in disallowance of such expense Page 5 (c) (d) in eXC~SE; of the Approv(',J I3uògct line iter,: ¿;,s <:1n Operating Expense. Pace may consider a::; an Operating Expense such line item expenses in excess of the Approved Budget if the Grantee has made good faith efforts to develop and comply with the corrective plans~ The Approved Budget shall be amended when service levels are significantly changed or when RTA significantly changes Pace's budget. Pace shall advise the G~ante~ of any required changes in budget, service, or fares. Within thirty (30) days of such notification, the Grantee shall provide Pace with a proposed amendment to the Approved Budget in the form of Exhibit B. Pace shall fully review the budget material and discuss any areas of concern with the Grantee. At the conclusion of this review process, Pace will adopt a revised Approved Budget. The Approved Budget for any portion of calendar year 1986 within the Grant Period of this Agreement, shall be the line item budget approved by Pace for the Grantee for 1986 minus any expenditures incurred during 1986 by the Grantee under the prior funding agreement vlith Pace. The Grantee shall be held to the remaining line item amount as provided in Subsection 2(b). 3. ~.it i n9 ~ qJ..LU.ßIDf;lltJ?... (i) The Grantee shall furnish Pace with the following: (ii) (iii) ( i v) a~soon as available and in any event within twenty-one (21) calendar days after the end of each month of the Grant Period, a statement (the "f>1onthly Report") setting forth the ridership information and the Operating Deficit of the Grantee with respect to the Public Transportation Services for such month and for the period from the beginning of the Budget period to the end of the month, inclusive, all in reasonable detail in a form approved by Pace, and duly certified by the Grantee's chief financial officer as having bE-en prepared in accordance with an accounting basis consist~nt with that of the Grantee; within sixty (60) days after the end of each fiscal year of tlAe GranteE: covering any part of the Grant Period, a statement of the Operating Deficit of the Grantee with respect to the Public Transportation Services for that part of the Grant Period included i~ each such fiscal year. Pace reserves the right to require that this statement be audited by independent certified public accountants, and that a 13th period report be submitted upon request. reports and other documents required in other Sections of the Agreement including, but not limited to, Section 2, 11(b), 12(e)¡ 14, 16 (c), and Appendix l\; and from time to time such il~formo. tieD rc<jarding further statements¡ reports and other t~e Public Trans~or~3~ion S~rvices as F-',.,,!~ () ( a) (b) (c) Pace may reasonably request. 4. Paym~D~ QÍ ~rante Pace shall pay the Grantee a portion of the Grant by the fifteenth of each month. During the first two months of each Budget Period the amount of such payment shall be one-twelfth of Pace's estimated Grant in accordance with the Approved Budget. Payment for the third and subsequent months of each Budget Period shall be Pace's funding obligation according to the Monthly Report for the month prior to the preceding month. All payments for the second and subsequent months of each Budget Period are subject to Pace receiving the Monthly Report for the prior month in accordance with Subsection 3(i). Should the Monthly Report be late, Pace shall not be obligated to pay the Grantee until the fifteenth of the month following the month in which the report is received. At the end of each Budget Period a final calculation of the Grant amount shall be made in accordance with Section 2 and all Monthly Reports for the Budget Period. Any required payment by either party shall be promptly made. In the event that Pace should find or has reason to believe that statements of estimated Operating Deficit and Pace's funding requirements have not been prepared in accordance with sound financial and management practices, or if the Grantee fails to perform any of its obligations under this Agreement, Pace shall notify the Grantee of such findings and withhold payment of the grant or portions thereof until such issues are resolved. Pace and the Grantee shall recognize that time is of the essence and move with all speed to resolve such findings. Notwithstanding anything in Subsection 4(a) to the contrary, the aggregate amount of payments made by Pace to the Grantee under Subsection 4(a) shall in no event exceed the maximum grant amount as determined in Section 2. At such time as Pace has paid such amount to the Grantee, Pace shall have no obligation to make any further payments under the Agreement. Any payments made by way of set off against amounts due to Pace from the Grantee or by way of an adjustment against any overpayment by Pace and any payments made by Pace to the Grantee with respect to any expenses, deficits, or funding requirements incurred by the Grantee with respect to the Public Transportation Services during any part or parts of the Grant Period under any agreement, arrangement, or understanding which has been superseded by the Agreement, shall be counted as part of the Operating Deficit. Notwithstanding anything in Subsections 4(a) and 4 (b) to the contrary, it is expressly agreed that the obligation of Pace to pay the Grant shall be limited to the availability of funds from Pace's revenues and budget for each of Pace&s fiscal years so that in the event Pace determines that funds are not available, Pace's obligations to pay such unpaid part or parts of the Grant shall be terminated forthwith and Pace shall have no further obligations to make any payments to the Page 7 (d) Gra. ee under the Agreement. It is expre5~iY agreed that Pace shall be under no obligation of a~y kind whatsoever to seek to increase or augment its revenues or budget through any means. In determining the availability of funds for payment of the Grant, the manner in which Pace expends and allocates its funds and revenues shall be within the sole discretion of Pace. At. such time. as the Grant payments cease for lack of av.ailable funds, the Grantee shall be allowed to terminate this Agreement as provided in Section 28. The termination of Pace's obligation to pay anI remaining unpaid part or parts of the Grant shall not be in any manner qualified or affected by the f.act that. the Grantee may have already partially or fully performed its obligations under the Agreement with respect to. the unpaid part or parts of the Grant by the time it is determined by Pace that it will be unable to pay the remaining unpaid part or parts of the Grant. In the event of any materiêl breach or violation by the Grantee of any term, condition, covenant, or agreement of the Agreement (without limiting by implication the generality of the foregoing, any .violation of Section 6 shall be deemed to constitute a material violation) or in the event that the Grantee's application for.the Grant or any of.the information furnished by the Grantee to Pace pursuant to the Agreement contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statement made, in the light of. the circums.tances under which they were made, not misleading, Pac.e shall have the right at anytime within one year afte.r.. it obtains knowledge of such event to (i) require the Grantee t.o immediately repay Pace all amounts paid by Pace.to the. Grantee under the Agreement which result from or is attributable to such breach or violation, or such lesser amount as Pace in its sole dIScretion shall determine, and/or (il) te~minate all future payments, if any, due. unde.r the. Agreement ~ Pace shall give the Grantee at least thirty (30) days advance written notice before taking any such action. If the Grantee, within thirty (:3 0) days aft.er receipt of such notice, proposes a plan of remedial action to Pace with respect to the event (for which purpose Pace shall acc.ord the Grantee an opportunity to meet with Pace if requested by the Grantee) and if such plan is found by Pace to be acceptable, Pace shall not take the action permitted by this Subsection 4(d} on account of such event if such plan is duly implemented and fully performed by the Grantee. Pace~s remedies under this Subsection 4(d) for breach Or violation of the Agreement by the Grantee are not exclusive and shall not be deemed to be in lieu of any rights or remedies which Pace may have at law or equity. 5. .u.s.e g.f Grant Proceedß iID.ÇI ..QpS');'ating 111&~. The proceeds of the Grant and Operating Income shall be used by the Grantee solely for the purpose of paying Operating Expenses incurred by it during t.he Grant Period in operating the Public Page 8 Transportation Services. ( a) (b) (Cl Cd) (e) (f) (g) ( a) 6. Aç£Q¡¡1.Qlli.hmftllt Qi .t..h§ Puþl ic .î.&iill.S.P.9Ltàt1.911 Services The Grantee shall commence, carryon, and complete the Public Transportation Services with all practicable dispatch, in a safe, sound, economical, and efficient manner, and in accordance with the provisions hereof. The Grantee and its Third Party Providers in providing the Public Transportation Services, and in performing its obligations under this Agreement shall comply with all applicable provisions of federal, state and local law. Þ~l limits or standards set forth in this Agreement to be observed in the performance of the Public Transportation Services are minimum requirements and shall not affect the application of more restrictive federal, state or local standards to the performance of the Public Transportation Services. The Grantee shall initiate and prosecute to completion all proceedings necessary to enable the Grantee to provide its share of the Operating Deficit at or prior to the time such funds are needed to meet the Operating Deficit. The Grantee shall submit to Pace such data, reports, records, contracts and other documents relating to the Public Transportation Services as Pace may require. The Grantee shall immediately notify Pace of any change in conditions or of any event which may significantly affect its ability to perform the Public Transportation Services in accordance with the provisions of this Agreement. Pace shall not be subject to any obligations or liabilities from contracts of the Grantee or its subcontractors or any other person not a party of this Agreement in connection with the performance of the Public Transportation Services. The Grantee shall comply with all terms and conditions required of Pace through Pace's agreements with the Regional Transportation Authority, the Department of Transportation, the Urban Mass Transportation Administration or any other funding source. 7Q AY.W..t.L.ID~ ~.t..iQ.n.. Pace, or any designee of Pace, may perform, at any time, one or more audits of the books, records and accounts of the Grantee and any Third Party Provider(s) with regard to the Public Transportation Services. The Grantee agrees to preserve, and to cause its Third Party Providers to preserve for a period of three years after the expiration date of this Agreement, and to make available to Pace or to its designee, Page 9 (b) any and all checks, payrolls, invoices, contracts, agreements, vouchers, dispatch sheets, driver sheetsç transfers, orders, worksheets, accounting documents, correspondence and other data pertaining to the Public Transportation Services. If any litigation, claim or audit is started before expiration of the three year period, the records must be retained by the Grantee until all litigation, claims or audit findings involving the records have been resolved. The only exception is transferrnaterial which the Grantee is required to retain for only two months. Pace and its designees shall have acceSs to all the various records and doCuments referred to in this Section during the Grantee's regular business hours.. The Grantee agrees that Pace may, at reasonable times, conduct such inspections or examinations of any aspect of the Public Transportation Services as Pace deems to be advisable in connection with this Agreement. Pace shall specifically be allowed to inspect vehicles and maintenance records of all equipment used in providing the Public Transportation Services0 In addition, the Grantee shall obtain for Pace the right to conduct such inspections and examinations of any part of the services provided by any Third Party Provider with respect to the Public Transportation Services and the Third Party.provider'sbusiness and operations as Pace deems to be appropriate0 8. Limits srf. Lj~ili~ NQ Agenc...2..e. The Grantee agrees that no liability arising out of the Grantee's use or application of the Grant proceeds received by the Grantee under this Agreement shall be incurred by Pace0 The Grantee further agrees that Pace has no obligation to the Grantee other: than as expressly set forth in this Agreement; and that Pace has no obligation of any kind whatsoever to make additional or future grants to the Grantee.. Without.limlting the foregoing, it is further understood that in the event Pace, in its sole discretion should determine to make a future or additional grant to the Grantee, the terms and conditions of any such grant shall not in any manner be limited to or restricted by any of the terms and conditions of this A9reement~ ( a) 9. Employe~ The Grantee agrees that.with respect to persons employed by it to operate the Public Transportation Services, that it will comply with all the applicable requirements of federal, state and local labor laws, and without limiting the generality of the foregoing, the requirements of applicable federal, state and local law with regard to. the minimum wages to be paid tó its employees,. limitations upon the employment of minors, minimum fair wage standards for minors, the payment of wages due employees, and all applicable regulations established according to law' to protect the health and safety of employees. The Grantee also agrees to provide the employee protection required under Section 13(c) Page 10 (b) (c) of the Urban Mass Transportation Act of 1964, as amended (49 USC Sec. 1609(c) and Section 2.16 of the RTA Act, with respect to its employees operating the Public Transportation Services. The Grantee shall notify Pace of any protective labor negotiations being conducted with Grantee's Public Transportation Services employees, shall permit Pace to participate therein if Pace so requests, and shall not enter into any protective labor agreements without Pace9s prior approval thereof. The Grantee will utilize drivers for this service who are properly qualified and lawfully licensed for the service provided in the vehicles used, and have received appropriate safety training. Drivers shall display proper courtesy toward passengers and maintain a neat and clean appearance. The Grantee shall utilize drivers for this service who meet the physical qualifications established by the u.s. Department of Transportation guidelines. The Grantee shall participate in driver safety training programs, if any, established by Pace during the Grant Period. 10. Env~ronmental gng ßgz~~~ St~nd~. The Grantee agrees that, with respect to the Public Transportation Services, it will comply with all applicable federal, state, and local laws, rules and regulations regulating the discharge of materials into the environment, or otherwise relating to the protection of the environment, including without limitation the Clean A-ir Act, as amended (42 U.S.C. 1857 et~ seq.), the Federal Water Pollution" Control Act, as amended (33 U.S.C. 1251 et seq.) and implementing regulations issued by the Environmental Protection Agency. The Grantee agrees that in performing and operating the Public Transportation Services, it will comply with all provisions of general or special orders, rules or regulations issued by the Illinois Commerce Commission pursuant to Section 57 of an "Act ConcerningPublic Utilities," approved June 29, 1921, as amended (Ill. Rev. Stat., 1973, Cbe 111-2/3 61) applicable to the Public Transportation Services. The Grantee in performing and operating the Public Transportation Services shall comply with all environmental and safety standards and guidelines which Pace may from time to time establish pursuant to Section 2.10 and Section 2.11 of the Acte Upon request from Pace, the Grantee shall furnish Pace with evidence of compliance with the above requirementse 11. (a) Equal .Emplo~meQt .Qp'portun;U:~ l1.iM.rl.t:::l ßYß.i.D§.§ß. E;nterpr ises. The Grantee agrees that it will comply with the provisions of Title VI of the United states Civil Rights Act of 1964 [PeL. 88-352,78 Stat. 241,42 U.S.Ce 2000 {a}}, as the same may be amended and the rules and regulations of the Department of Transportation issued thereunder. Page 11 (b) (0) (d) The Grantee agrees that it will comply with the Illinois Human Rights Act (Ill. Rev. Stat., Ch.. 68, Sec. 101 at. seq.), as the same may be amended, and with the rules and regulations of the Illinois Department of Human Rights (The "Department") issued thereunder. The Grantee shall obtain and supply to Pace a copy of, an UEmployment Report Form Prequalification", Form PC-I, and an affirmative action program covering the Grantee's employment practices with regard to persons employed by the Grantee to operate the program. Prior to the execution of this Agreement, the Grantee shall furnish Pace with evidence that it has filed such forms with the Department. The affirmative action program shall meet the requirements of Subsection 11 (c) below. The Grantee shall promptly furnish Pace vtli th a copy of any and all documents filed by it with the Departrnent. The Grantee agrees that, in connection with the Public Transportation Services, no discrimination shall be made in any term or aspect of employment because of race, color, religion, sex, national origin or ancestry, physical or mental handicap unrelated to ability, or an unfavorable discharge frommilitary service, or political reasons or factors. The Grantee shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, religion, sex, national origin or ancestry, physical or mental handicaps unrelated to ability, or an unfavorable discharge from military service.. Such action shall include, but not be limited to the following: employment, hiring, upgrading, demotion, transfer, recruitment, recruitment advertising, layottor termination, rates of payor other forms of compensation, and selection for training including apprenticeship. The Grantee shall insert a.provision similar to the foregoing in all subcontracts relating to the Public Transportation Services, except subcontracts for standard commercial. supplies or raw materials$ The Grantee agrees to comply with the following provisions collectively referred to as the REqual Opportunity Clausen. In the event of the Grantee~s noncompliance with any provisiono.f this Equal Employment Opportunity Clause, the Illinois Human Rights Act or the Department!s Rules and Regulations for Public Contracts, the Grantee may be declared nonresponsible and therefore ineligible for future contracts or subcontracts with the State of Illinois or any of its political subdivisions or municipal corporations, and this Agreement may be cancelled or avoided 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 Grantee agrees with the following Equal Opportunity Clause: (1) That it will not discriminate against any employee or applicant for employment because of race, color f religion, sex I national or igin 0 r ances try I physical or mental handicap unrelated to ability, Page 12 (2 ) (3) (4 ) (5 ) (6 ) 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. That, if it hired additional employees in order to perform this Agreement or any portion hereof, it will determine the availability (in accordance with the Department's Rules and Regulations for Public Contracts) 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. That, in all solicitations or advertisements for employees placed by it or on its behalf, it will state that all applicants will be afforded equal opportunity without discrimination because of race, color, religion, sex, national origin or ancestry, physical or mental handicap unrelated to ability, or an unfavorable discharge from military service. 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 Grantee's obligations under the Illinois Human Rights Act and the Department's Rules and Regulations for Public Contracts. If any such labor organization or representative fails or refuses to cooperate with the Grantee in its efforts to comply with such Act and Rules and Regulations, the Grantee will promptly so notify the Department and Pace, and will recruit employees from other sources when necessary to fulfill its obligations thereunder. That it will submit reports as required by the Department's Rules and Regulations for Public Contracts, furnisb all relevant information as may from time to time be requested by the Department or Pace, and in all respects comply with the Act and the Department's Rules and Regulations for Public Contracts. That it will permit access to all relevant books, records, accounts, and work sites by personnel of Pace and the Department for purposes of investigation to ascertain compliance with the Act and the Department's Rules and Regulations for Public Contracts. Page 13 (e) That it will include verbatim or by reference the provisions of paragraphs 1 through 7 of this clause in every performance subcontract as defined in Section 1.1(17) (b) of the Department's Rules and Regulations so that such provisions will be binding upon every such subcontractor; and that it will also include the provisions of paragraphs 1,5,6, and 7 in every supply subcontract as defined in Section lal (17) (a) of the Department's Rules and Regulations so that such provisions will be binding upon every.such subcontractor. In the same manner as with other provisior¡s of this Agreement, the Grantee will be liable for compliance with applicable provisions of this clause by all its subcontractors; and further it will promptly notify Pace and the Department in the event any subcontractor fails or refuses to comply therewith" In addition, the Grantee will not utilize any subcontracto~ declared by the Department to be nonresponsible and therefore ineligible for contracts or subcontracts with the State of Illinois or any of its political subdivisions or municipal corporations" In connection with the performance of this Agreement, the Grantee will provide for the maximum utilization of minority business enterprises and will use its best efforts to insure that minority business enterprises shall have the maximum practicable opportunity to compete for contract and subcontract work under this Agreement" The Grantee agrees to comply with the following Department of Transportation requirements and to include such clauses in each third party contract: (7) (1) "Policy.. It is the policy of the Department of Transportation that minority business enterprises as defined in 49 CFR Part 23 shall have the maximum opportunity to participate in the performance of contracts financed in whole or in part with Federal funds under this agreement~ Consequently the MBE requirements of 49 CPR Part 23 apply to this agreement. "MBE Obligation. {i} The recipient or its contractor agrees to ensure that minority business enterprises as defined in 49 CFR Part 23 have the maximum opportunity to participate in the performance of contracts and subcontracts financed in whole or in part with Federal funds provided under this agreement.. In this regard all recipients or contractors shall take all necessary and reasonable steps in accordance with 49 CFR Part 23 to ensure that minority business enterprises have the maximum opportunity to compete for and perform contracts.. Recipients and their contractors shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of DOT-assisted contracts.." (2) Page 14 12. ~..ß.in ~ y iU1Ml t s Unless Pace shall otherwise consent in writing, for the duration of the Grant period, the Grantee shall: (a) (b) (c) (d) (el (f) Keep and maintain at its present offices (i) proper books of account in respect of the Public Transportation Services, and records therein full and true entries of all its transactions in accordance with generally accepted accounting principles and practices consistently applied, and (ii) complete records concerning the performance and operation of the Public Transportation Service. Pay and discharge when due all of its obligations and indebtedness with respect to the Public Transportation Services, provided that any such obligation or indebtedness need not be paid if the validity thereof shall currently be contested in good faith by appropriate proceedings and if there shall have been set aside on its books adequate reServes with respect thereto, except that all such oblig.ations and indebtedness shall be paid forthwith upon an adverse decision in such proceedings and the exhaustion of available appellate relief with respect thereto. Fully comply with all leases, contracts, and agreements relating. directly or indirectly, to the Public Transportation Services to which it is a party; do all things necessary to preserve, renew and keep in full force and effect all rights, licenses and approvals necessary to perform and operate the Public Transportation Services; and comply with all federal, state and local laws, rules, regulations and others applicable to the Public Transportation Services. Perform and operate the Public Transportation Services, and its business and operations as they relate to the Public Transportation Services, in a sound, economical and efficient manner, and implement such policies and programs to improve Public Transportation Service efficiencies and effectiveness as Pace may request. Furnish Pace with copies of, and obtain pace's prior written approval of, all applications (including all amendments or modifications to previously filed applications) for federal, state or local grants, subsidies, loans or other funding relating to the Public Transportation Services or to any other public transportation services. Maintain, or cause to be maintained, all vehicles and facilities used in operating the Public Transportation Services in good repair and in safe and clean condition. Grantee shall comply with the manufacturer's maintenance schedule and such higher maintenance standards as Pace may establish. Page 15 (g) In accordance identification equipment and Transportation participate in by Pace~ with specifications of Pace, place such strips, markings symbols and/or logos on the facilities used in operating the Public Services as may be requested by Pace and such promotional programs as may be requested 13. Third E.9.íJ;¥ .f..rQy.i~ ftThirdParty Providersftas used in this Agreement are any other parties who, pursuant to contract, agreement Or understanding with the Grantee, directly provide a significant part of the Public Transportation Services. grantees using Third Party Providers to provide the service shall bid the service at least every three years, but as frequently as annually ffso required by Pace, and accept the lowest responsible bidder. All such agreements shall be in writing. The Grantee shall not enter into, renew, extend, modify or amend any agreement or understanding with a Third Party Provider without first providing the terms and conditions of such agreement or understanding to Pace and obtaining prior written approval thereof from Pace's paratransitDepartment, which approval shall not be unreasonably. withheld. Approval by Pace of any such third party contract does not release the Grantee from any obligation under the Agreement, nor operate as a waiver of any rights of Pace under the Agreement~ The Grantee shall cause each of its. Third Party Providers to comply with all provisions of Sections 9,10, 11, and 12 as if the name of the Third Party Provider has been substituted for the.. name of the Grantee thereins 14.. Opinion.91 ..counse~ The Grantee shall furnish pace with an opinion of its counsel, dated as of a date within five (5) days before the execution of this Agreement, to the effect that (i) it has corporate power to engage in and carryon the Public Transportation. Services as and where then conducted; (ii) if the execution, delivery and performance of this Agreement by it has been duly authorized and approved by all the requisite action of.its corporate authorities, and this Agreement has been duly executed and delivered by it, and upon the execution and delivery of.. this Agreement by all of the parties hereto this Agreement will constitute a valid and binding obligation of the Grantee enforceable in accordance with its terms and ,.and the consummation and compliance by the Grantee with the terms and conditions or this Agreement will not result in any breachor violation of or default under,.. any judgement, decree, mortgage, agreement, indenture or other instrument. applicable to it known to such counsel; and (iii) all such approvals, consents, authorizations or modifications as may be required to permit the performance by the Grantee of its obligations under this A9reement have been obtained, whether from governmental authorities or other persons. 11 format copy of such opinion of counsel is shown in Appendixc. Page 16 ( a) (b) (c) 15e Indemnifj~tigD. The Grantee hereby assumes liability for and agrees to protect, hold harmless and indemnify Pace, its successors, assigns, officers, directors, employees, agents and servants (hereinafter "Indemnified Parties") from and against any and all liabilities, obligations, losses, damages, penalties, judgements, settlements, claims, actions, suits, proceedings, costs, expenses and disbursements, including legal fees and expenses of whatever kind and nature, imposed on, incurred by or asserted against the Indemnified Parties in any way relating to or arising out of any of the following or allegations or charges of any of the following: (i) the violation by the Grantee of its covenants or agreements under this Agreement; (ii) the violation by the Grantee of any statute and any fines or penalties resulting thereof; (iii) the willful or intentional tort of any officer, director, employee, or agent of the Grantee; (iv) the failure of the Grantee to use the Grant in conformance with law; (vi any act or failure to act of any officer, director, employee, agent, or servant of the Transportation Agency in connection with the performance of the Public Transportation Services; or (vi) any injury to any person, loss of life, or loss or destruction of property in any way arising out of or relating to the performance of the Public Transportation Services. Each party agrees to promptly notify the other in writing of any claim of liability which it reasonably believes to be covered under this Sectiono Failure by Pace to give such notice will not be a waiver of its rights to indemnification. Pace shall tender, and the Grantee shall promptly accept tender of defense in connection with any claim or liability which the Gr.antee has agreed in writing that based on the face of the claim or liability Pace is entitled to indemnification under this Sectiono If within ten (10) days after receipt of said notice from Pace of a claim or liability, the Grantee fails to advise Pace in writing that the Grantee agrees that Pace is entitled to indemnification under this paragraph based on the face of such claim or liability, Pace, without waiving or prejudicing any claim or right it may have to indemnification under this Section (including the recovery of legal fees and expenses), may retain its own counsel and present its own defense in connection with such claim or liability. Pace may deduct any such expenses not promptly paid by the Grantee for the amount due Pace under any operating agreement. The indemnification as provided herein shall be subject to the the Grantee's participation in the Pace Risk Management Program. If the Grantee is a participant in Risk Management Program, subsections (vi and (vi) of Subsection l5(a) do not apply to any claims, demands, actions, judgements or settlements brought by or on behalf of third parties arising out of or occurring in connection with the use of Pace-owned vehicles in the performance of the Public Transportation Page 17 (d) ( a) (b) (c) (d) Serv .Lces.. Unless otherwise approved specifically Ln.writing by Pace, no indemnification payments made by Pac~to the Grantee pursuant to this Section or a similar section or provision in any other agreement between the Grantee and Pace shall be eligible for reimbursement under any other agreement between the parties.. The indemnities contained in this Section shall survive the termination of this Agreement.. 16.. Insur.ลก}D.Q~ The Grantee shall provide the following insurance coverage for all non-Pace owned vehicles used in providing the Public Transportation Services: (1) (2) for all taxicabs; required by law, and for all other vehicles; comprehensive auto liability coverage with a.combined single limit of $500,000. the minimum 1 labil i ty coverage The Grantee shall have Pace named as an additional insured on all insurance policies for said vehicles, and furnish Pace with a copy of such insurance.. The Gr.antee shall immediately notify Pace of any accidents which result in bodily injury.. During bus.iness hours, the Grantee shall call Pace i s Safet:x' Officer, while dur 1ng non-business hours, the Grantee shall call 645-6295. The Grantee shall provide Pace with a copy of all accident reports5 In the event a vehicle under this Agreement is in an accident involving property damage in excess. of $500..00 or personal injury, the Grantee shall have the driver tested for drugs and alcohol, in accordance with the Pace Drug/Alcohol Test procedures, unless it is determined bya supervisor at the scene that the driver was obviousTynotatfault. If tested the driver shall be suspended pending Pace's review of the test results. Pace s.hall also .havetheright to request that any driver be tested at any time for drugs and alcohol. 17. Independence Q.f GranJ:s#§..... In the performance of .its duties, covenants and agreements under the Agreement, the Grantee is not the agent.of Pace and shall not hold itself out as the agent of Pace. The Grantee agrees that none of its officers, employees, Or agents, by reason of the Agreement, is authorized to hold themselves out as or. claim to be, an officer, employee or agent of Pace, and that none.of them is to be permitted by reason of the Agreement to make any claim, demand or application to or for any right or privilege applicable to any officer, employee or agent of pace, including, but not limited to, rights Page 18 and privileges concerning workmen's compensation" benefits, social security coverage or retirement or credit benefits. 18. Non-Collusion The Grantee warrants and represents that it has not paid and agrees not to pay any bonus, commission, fee or gratuity to any employee or official of Pace for the purpose of obtaining the Agreement. No officer or employee of Pace or: member or delegate to the Illinois General Assemblyo.r the Congress of the United States shall be admi tted to any sha.re or part of the Agreement or to any direct or indirect benefit (other than as a passenger in the normal operation of the Public Transportation Services) arising therefrom. 19.. RQ.n..-.NMY.e-..r Pace shall not be deemed to have waived any right under the Agreement unless such waiver is in writing, signed by an authorized officer of Pace. No delay or omission in exercising any right under the Agreement shall operate as a waiver of such right or any other right. All the rights and remedies of Pace under the Agreement shall be cumulative and not exclusive, and may be exercised singly or concurrently. The waiver or exercise of any remedy shall not be construed as a waiver of any other remedy available hereunder or under general principles of law or equity. 20. . Succe~~ox~ gng ~§ign§ All covenants, agreements, representations and warranties in the Agreement made by or on behalf of the Grantee or the warranties in the Agreement made by or on behalf of the Grantee or Pace shall bind and inure to the benefit of the respective successors and assigns of such party. 21. Notice§. Any written notice required or permitted by this Agreement may be delivered by depositing it in the United States Mail, postage prepaid, addressed to: Executive Director, PACE, 550 Algonquin Road, Arlington Heights, Illinois 60005; and to the Grantee at the address of the Grantee first set forth in Page 1 of this Agreement. 22. Agre~ID~D!; .t.Q ß1Uì.§.t:~ .Qt.her b9.I~~ID~ILt;ß..z. ALrapg~ments .:Qng§.IlljIDgjJ)9ßo and The parties agree that the Agreement constitutes the entire agreement between the parties in respect of the subject matter hereof, that there are no agreements, arrangements or understandings, implied or expressed, with respect to the subject matter hereof except as set forth specifically herein and that all prior and contemporaneous agreements, arrangements and under- Page 19 standings with respect to the subject matter hereof 'are merged into and contained in the Agreement. No covenant or condition not expressed in the Agreement shall affect or be effective to interpret change or restrict the Agreernente Without limiting by implication and generality of the foregoing, the Agreement shall supersede any and all prior agreements, arrangements and understandings between Pace and the Grantee with respect to funding any expenses, deficits or funding reql.lil"ements incurred by the Grantee in providing any public transportation during any'part of parts of the Grant Period, so that. any paymentsrnade by Pace to the Grantee under: any such agreements, arrangements and understandings with respect to funding any expenses, deficits or funding requirements incurred by the Grantee in providing any public transportation during any part or parts of the Grant Period shall be deemed to be payments by Pace under the Agreement, shall be deemed to constitute part of the Grant proceeds, and shall be subject to all of the terms and conditions of the Agreement.. 230 Gave t'D.J..n9 .J:.sMl This Agreement shall be construed in accordance governed by the laws of the state of ¡llinoise with and be 24e ~...9.DID5JD.t The Grantee agrees that this Agreement shall not be assigned or transferred without the written consent of Pace and that any successor to the Grantee's rights under this Agreement will be required to accede to all of the terms, conditions and requirements of this Agreement asa condition precedent to such successiono 250 Severability The parties agree that if any provision of this Agreement shall be held invalid for any reasons whatsoever, the remaining provisions Shall not be affected thereby if such remaining provisions could then continue to conform with the purposes, terms and requirements of applicable law.. 26.. Ti ties. and ?rec~~.nt The parties agree that the titles of the Sections of this Agreement are inserted for convenience or identification only and shall not be considered for any other purposes. 27. ~me ndm~.D.t The Agreement may not be amended unless document signed by Pace and the Grantee. reduced to a written Page 20 28.. TerD~nation Q! Agreement, (a) The Grantee shall be allowed to terminate this Agreement only in the event that: (i) Grantee funding Sources become substantially reduced, or (ii) changes in paratransit Program funding guidelines result in a significantly higher local share requirement, or (iii) Pace substantially reduces or ceases Grant payments as provided in Subsection 4 Cd). The Grantee shall provide Pace with at least ninety (90) days notice of such termination. During such notice period, the parties agree to discuss changes in the Public Transportation Services. If agreement is reached on new Public Transportation Services and Budget before the end of the ninety day notice period, then the Agreement shall not terminate but continue with the amended Approved Budget and Public Transportation Services.. (b) Pace shall be allowed to terminate the Agreement only in the event that: (i) Pace develops alternative public transportation services which, as determined by Pace. will better meet the transportation needs of the public, or (ii) the Public Transportation Services are not provided in accordance with performance standards established by Pace~ Pace shall provide Grantee with at least ninety (90) days notice of such termination, IN WITNESS WHEREOF, the parties hereto have to be made effective and executed as of the date by their duly authorized officials. caused this Agreement first set forth above SUBURBAN BUS DIVISION OF THE REGIONAL TRANSPORTATION AUTHORITY Attest: BY: Executive Director GRANTEE Attest: BY: Page 21 Appendix A Summary of Service Pace may modify the following summary of services, upon written notice to the Transportation Agency, to reflect decisions made by Pace with regard to the service design and operations of the Program. Any modifications requested by the Transportation Agency may only be implemented upon the prior written consent of Pace. The shared-ride taxi service is available twenty-four hours a day seven days a week for elderly and mobility-limited residents of Mount Prospect. Service is provided anywhere within the Village and to two area hospitals located near the Village boundaries. American Taxi Service and Birks Transportation Company operate the service. The fare forintravillage travel is $2.50 a trip. Passengers pay $1.00 and the Village subsidizes the remaining $1.50 of the fixed rate. Metered rates are used once the taxi leaves the Village boundaries. The only exceptions are trips provided to the Holy Family Hospital (where the passenger is responsible for paying $1.65 of the $3.15 fare) and to the Northwest Community Hospital (where the passenger pays $2.15 of the $3.65 fare). Residents must present a signed program identification card to the driver when paying their fare in order to receive the Village subsidy. Pace Paratransit service guidelines require a minimum per trip fare of $1.10 for adults and $.55 per trip for disabled persons, seniors, age 65 years of age and older, and students. Should the community decide to allow any passenger to travel at less than these fares, the minimum Pace fare will be computed in the calculation of the grant amount. This service shall coordinate with adjacent Pace funded services within the area wherever feasible and shall honor. all applicable Pace transfer agreements. The service shall also honor all RTA Monthly Passes and Link-up passes. Passengers present the passes in lieu of fares. -2- Appendix B Budget line items are as follows. Revenues Account Numbers Passenger Revenues Other Revenues 40100~200 40500-700 Expenses Operations Labor Fringe Benefits Services Parts/Supplies Other All 50100 All 50200 All 50300 All 50400 All 50500 Accounts Accounts Accounts Accounts - 51300 Accounts Maintenance Labor Fringe Benefits Services P~rts/supplies Other All 50100 Accoun~s All 50200 Accounts All 50300 Accounts All 50400 Accounts All 50500-51300 Accounts Non-Vehicle Maintenance Labor Fringe Benefits Services Parts/Supplies Other All 50100 Accounts A~l 50200 Accounts All 50300 Accounts All 50400 Accounts All 50500-51300 Accounts General Administrãtion Labor Fringe Benefits Services Parts/Supplies Utilities Other All 50100 Accounts All 50200 Accounts All 50300 Accounts All 50400 Accounts All 50500 Accounts All 50600-51300 Accounts Appendix C Pace's maximum grant for each Budget Period shall be the lesser of the amounts calculated in each of the following ways: 1) 75% of the projected Operating Deficit in the Approved Budget; or 2) 3) 75% of the actual Operating Deficit; or $2.25 multiplied by the number of annual one-way passenger trips. , Appendix D Opinion of Counsel Format Please be advised that I represent (name of Transportation Agency). Pursuant to Section 14 of the Paratransit Grant Agree- ment, this Opinion of c.ounse.l is. being provided: ii. iii. Sincerely, i. (Name of Transportation Agency), organized pursuant to the laws of the State of Illinois,.. has the legal authority to engage in and carryon the public trans- portation service as described in this Grant Agree- ment with Pace. The executed Grant Agreement has been duly authorized þy (name of Transportation Agency) Board pursuant to Resolution , and the execution and delivery of this Agreement by all of the parties hereto will con- stitute a valid and binding obligation of the Trans- portation Agency enforceable in accordance with its terms, and the consummation and compliance by the Trans- portation Agency with the terms and conditions of this Agreement will not result in any breach or violation of, or default under, any judgment, decree, mortgage, agreement, indenture or other instrument applicable to it known to this counsel. All such approvals, consents, authorizations or modi- fications as may be required to permit the performance by the Transportation Agency of its obligations under this Agreement have been obtained, whether from govern- mental authorities or other persons known to this counselo