HomeMy WebLinkAboutRes 08-85 03/05/1985
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RESOLUTION NO. 8-85
A RESOLUTION AUTHORIZING EXECUTION OF AN AGREEMENT
BETWEEN THE VILLAGE OF MOUNT PROSPECT AND THE
SUBURBAN BUS DIVISION OF THE RTA
WHEREAS, the Village of Mount Prospect and the Suburban Bus
Division of the RTA have proposed an agreement to provide
transportation to 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 the Suburban Bus Division
of the RTA, and the Village Clerk is hereby authorized and
directed to attest the signature of the Mayor on said
Agreement. A copy of the subject Agreement is attached hereto
and hereby made a part hereof 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:
Arthur, Farley, Floras, Murauskis, Van Geem, Wattenberg
NAYS:
None
PASSED and APPROVED this 5th day of
March
, 1985.
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PARATRANSIT GRANT PROGRAM
GRANT AGREl::MENT
[) l::TWEEN THE
~U~Uk~^N ~US DIVISION O~ THE
RTA
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VILLAGE OF MOUNT PROSPECT
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PARATkANSIT G~ANTPkOGRAM
(;kANT A l:;R!:: EM ENT
PART 1
The Par-atrans.itGrant,Pr-ogr-am Gr-ant
Agreement Consists ot This Par-t I and ~art II Entitled
Gener-al Terms and Conditions
DATE Of AGREEMENT:
March 1, 1985
TkAN~PURTATION AGENCY: Village of Mount Prospect
100 S. Emerson Street
Mount Prospect, Illinois 60056
PRUJ~CT: As Descrihed in Exhibit A
MAXIMUM AMOUNT OF GRANT:
GRANT PERIOD: March 1, 1985 - February 28, 1986
FUNDED CAPITAL EXPENSES:
None
SBD MAXIMUM PERCENTA(;E SHARE OF OPERATING DEFICIT:, 75%
MAXIMUM AMOUNT OF fUNDED OPERATIN(; EXPENSES:
$18,563
SPECIAL CONDITION~:
IN WITNESS WHEREOF, the Subur-ban Bus Division "SBD"
of the RTA and the Transportation Agency have caused the
A~reement, consistin~ ot Parts I and II, to be executed by
their respective duly authorized officers and made effective as
of the date tirst set torth above.
Ii Y :
TRANSPORTATION AGENCY
Village of Mount Prospect
(Name)
By:
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Village President
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ATTEST;l~~¡;£h
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P ART I I
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GENERAL TERMS AND CONDITIONS
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The following terms conditions, covenants, and agreements
constitute part of the terms, conditions, covenants, and agree-
ments of the Paratransit Grant Program Grant Agreement, (the
"Agreement") between the Suburban Bus Division of the Regional
Transportation Authority ("S8D~) and the transportation agency
named in Part I of this Agreement (the "Transportation Agency")
providing for financial assistance under the Suburban Bus Divi-
sion of the Regional Transportation Authority Act.
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WIT N E SSE T H:
WHEJU~AS, the "SliD" was established under the
Regi()nal Trt:lnspor-tation Authority Act (Ill. Rev. Stat. ch. III
2/3 :-;ections 701.01 et seq.) (Herein the "Act") for the purpose
of ~irling and assisting public tr-ansportation in the
Metropolitan Region:
WHEREAS, Section 2.01(a) of the Act provides that
the "SBD" may make grants to transportation agencies in fur-
therance of such purposes;
WHEREAS, Section 2.02 of the Act provides that the
"SBD" may make grants to transportation agencies for operating
and other expenses upon such terms and conditions as the "SBD"
shall prescribe or as the "SBD" and the transportation Agency
shall agree in any grant contract;
WHEREAS, Section 2.09 of the Act provides that the
"SBD" shall encourage experimentation in developing new public
transportation technology, that the "SBD" shall conduct, in
cooperation with other public and private agencies, studies and
rlemonstratinn and development projects to test and develop
methods fnr ilTlproviny ruh1ic transportation for reducing its
CC)sl"s to users or for increasing public use, and that the "SBD"
shall conduct., sponsor, and participate in other studies and
expHriments usetul to achieving the purpose of the Act.
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WH~REAS, ~he "SBD" has approved and adopted
transit Grant Program, (the "Program").
a Para-
WHEREAS, Tl1e Transpor ta t ion Agency has: -appl led (the
"Application") to the "SBD" for a grant undert-,lîþ ',. Program il1
respect to the project described in Exhibit A to 'dli$hgre~ment
(herein the "Project). . "d --,-\
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NOW THEREFORE, in consideration of the premis,>s and
for other good and valuable considerations the receipt and
sufficiency of which is hereby acknowledged, the parties hereto
agree as follows.
1.
Definitions.
(a)
(b)
(c)
(d)
(e)
Funded Capi tal Expenses. The term" Funded
Capital Expenses" shall mean the capital ex-
penditures and other costs which the "Sn!)" has
agreed to fund, as are set forth in Exhihit R
to this Agreement. Notwithstandinrj anyt-.hing
in this Agreement or Exhibit R to the c(m-
trary, the term "Funded Capital F:xpenses"
shall not include any expenses which are
not: (i) in conformance with the description
of the Project and all other pr-ovisions of
this Agreement, (ii) necessary in order: to
accomplish the Project, (iii) re;:¡sonahle in
amount for the goods provided, (iv) actual net
costs to the Transportation Agency after all
applicable credits are deducted (i.e. the
price paid minus any refunds, rebates, or in-
terest income) (v) in conformance with stand-
ards of allowability from time to time estab-
lished by the "SBD" and (vi) satisfactorily
documented.
Fundi~uarte~. The tenn "Funding ()u¿:lrt~r"
shall mean each q'uarter becjinnil1(J each July 1,
October 1, .Januar-y 1, and April 1, ciurin'J the
Grant Per-iod.
Net Project Cost. The term "Net Project Cost"
shall mean the Operating Deficit plus Funded
Capital Expenses.
Operating Deficit. The term "Operating
Deficit" as used in this Agreement shall mean
the amount by which the Operating Expenses in-
curred by the Transportation Agency in per-
forming and operating the Project during the
Grant Period exceed the Operating Income in
respect to the Project during the Grant
Period.
2£er-~!:)_T1-Q_E_x_E~f!~~_~. . The term "Oper-alilvj F:x-
p¡.~nses" as \lS(~cJ in this A(Jr(~(~rn(~nt shall mean
all expens(~s properly classified as operating'
expenses according to generally accepted
accounting principles incurred by the Trans-
portation Agency in performing and oper-ating
the Project, but shall in no event include (i)
depreciation whether- funded or unfunded unless
(f)
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expLessly agreed to as noted in Exhibit A
attached hereto, (ii) amortization of any
intangible cost, (iii) expense ,in respect to
nondedicated charter services using the same
vehicle as are used in operating the Project
in excess of the revenue derived from such
non-dedicated charter services, (iv) any pay-
ments to associated entities not approved by
the "SBD", (v) non-cash expendi tures, (vi) any
expenses in respect of the Project which could
have been funded under a local, state, or
federal funding pr°<Jram in which the Author-ity
has timel} requested the Transportation Agency
to participate, (vii) expenses in respect of
the Project ~o the extent that they exceed
such operating productivity and cost control
criteria or expenses guidelines as may be
established by the "SBD" from time to time,
(viii) any operating expenditures which are
reasonably disapproved by the "SBD" as being
outside the scope of necessary expenses in
respect of the Project or otherwise unreason-
able. Notwithstanding the foregoing, the term
"Operating Expenses" shall not include any
expenses which are not (i) in conformance with
the description of the Project and all other
provisions of this Agreement (ii) necessar-y in
order to accomplish the Project, (iii) reason-
able in amount for the goods and services
purchased or services provided, (iv) actual
net costs to the Transportation Agency after
all applicable credits ar-e deducted (i.e.,
price paid minus any refunds, rebates, or
interest income), (v) in conformance with the
standards for allowability of costs from time
to time establ ished by the" SBD" , and (vi)
satisfactor-ily documented.
Operating Income. The term "Operating Income"
as used in this Agreement shall mean revenue
from all sources properly classified as
operating income including all fare revenues,
federal and state subsidies, interest or in-
vestment monies and assets in respect to the
paratr-ansit project and all income of any kind
attributable to the paratransit project. Not-
withstanding the for-egoing, the term operating
income sha 11 not i nc lude any funds mu tua lly
ayreerl upon to be rlcsiynated as local share in
the Monthly Operating Repor-t, including
federal, state or local government operating
subsidies or grants in respect to the
project.
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2.
Amount of Grant.
Subject to the terms and conditions of thi~:; AfJre'~rnent, and
in accordance with the yuirlelines of the Paratr,':H1sit (;rant
prog ram, t he II SBD" he reby ay reGS to pay the Transpo r ta t i on
Agency an amount (herein the "Gr-ant") up to the Net Pro-
ject Cost (as set forth in Exhibit A of the Agreement) of
the Transportation Agency during the Grant Period; pro-
vided, however, that in no event shall the total amount of
the grant exceed the lesser of (i) the Funded Capital Ex-
penses plus the "SBD's" Maximum Percentage Share multi-
plied by the Operating Deficit (the "Maximum Amount of
Funded Operating Expenses") as calculated monthly as set
forth in Part I and Exhibit A of the Agreement, or (ii)
the Funded Capital Expenses plus the amount obtained by
multiplying the total number of one-way passenger trips,
as calculated monthly, by the maximum subsidy amount per
trip shown in Exhibit C.
Reporting Requirements.
(a)
Upon execution and delivery of the Agreement hy the
"SBD" and the Transportation Agency, the Transporta-
tion Agency shall furnish the "SBD" with a budget
projection, in form and substance satisfactory to
the "SBD", the twelve month period through
February 28 . , 1986, inclusive, setting
forth the projected-operating deficit of the Trans-
portation Agency in form and substance satisfactory
to the" SBD" .
(b)
Following the execution and delivery of the Agree-
ment, the Transportation Agency shall furnish the
"SBD"(i) as soon as available and in any event
within thirty (30) days after the end of each month
of the Grant Period, a statement setting forth the
Operating Deficit of the Transportation Agency in
respect of the Project for such month and, for the
period from the beginning of the Grant Period to the
end of month, inclusive, all in r-easonable detail in
a form approved by the "SI3D", and duly certified by
the Transportation Agency's chief financial officer
as having been prepar-ed in accor-dance with generally
accepted accounting principles and practices consis-
tently applied, (ii) within sixty (60) days after
the end of each fiscal year of the Transportation
Agency covering any part of the Grant Period, and
upon request of the "SBD", a statement of the
Operating Deficit of the Transportation Agency in
respect of the Project for that part of the Grant
Period included in each such fiscal year, audited by
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independent certified public accountants satisfac-
tory to the "SBD", (iii) from time' to time such
further statements, repor-ts and other information
regarding the Project as the "SBD" may reasonably
request.
Payment of Grant.
(a)
(b)
(c)
The Grant payments in respect of the Funded Capital
Expense shall be paid in the manner set forth in
Exhibit B hereto. The Grant payments in respect of
the Operating Deficit shall, subject to the limita-
tions on amount set forth in paragraph 2 of this
Agreement, be paid in installments, monthly, in an
amount up to the "SBD's" l1aximum Percentage Share.
multiplied by the estimateò Operating Deficit of the
Transportation Agency in respect of the Project for
each such month as set forth in the statement
furnished to the "SBD" pursuant to clause (ii) of
subparagraph 3(b) hereof, plus (or minus) such
amount as the "SBD" has under-paid (or overpaid) the
"SBD's" Maximum Percentage Share of the Transporta-
tion Agency's Operating Deficit in respect of the
Project for any previous month as determined from
the financial statements of the Transportation
Agency furnished to the "SBD" pursuant to clause (i)
of subparagraph 3(b) hereof. Notwithstanding the
foregoing, in the event the "SBD" objects to any
statement of the estimated Operating Deficit of the
Transportation Agency furnished to the "SBD" pur-
suant to subparagraph 3(a) hereof, or to any finan-
cial statements of the Transportation Agency
furnished the "SBD" pursuant to subparagraph 3(b)
hereof, or to any failure by the Transportation
Agency to perform any of its obligations under this
Agreement, it may withhold payment of any part or
parts of the Grant until the objection is resolved
to the satisfaction of the "SBD".
Notwithstanding subpar-agraph (a) above, the "SBD"
may pay the Grant in such other manner as the Board
of Directors of the "SHD" shall, in its sole discre-
tion, deter-mine.
Notwithstanding anything in subpar-agraphs 4(a) or
4(b) to the contrary, the aggregate amount of pay-
ments made by the "SBD" to the Transportation Agency
under subparagraphs 4(a) and 4(b) shall in no event
exceed the Maximum Amount of the Grant. At such
time as the "SBD" has paid the Maximum Amount of the
Gr-ant to the Transportation Agency, the "SBD" shall
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have no ohlig.=¡t:ion to make any further payrni?rH.s un-
der the Agreement. Any payments made by way of set
off against amounts due to the "SBD" from the Trans-
portation Agency or by way of an adju~tment against
any overpayment by the "SBD" and any payments made
by the "SBD" to the Transportation Agency in respect
of any expenses, deficits, or funding requirements
incurred by the Transportation Agency in respect of
the Project dur-ing any part or parts of the Grant
Period under any agreement, arrangement, or under-
standing which has been superseded by the Agreement,
shall be counted against the Maximum A.rnount of the
Grant.
Notwithstanding anything in subparagraphs 4(a) and
4(b) to the contrary, it is expressly agreed that
the obligation of the "SBD" to pay the Grant shall
be limited to the availability of funds from the "S-
BD's" revenues and budget for its fiscal year end-
ing December 31, 1985 and so that in the
event the "SBD" determines that funds are not avail-
able from the "SED's" revenues and budget Eor- its
fiscal year ending December 31, 1985 and to pay
any remaining unpaid part or parts of the çrant, the
"SBD's" obligations to pay such unpaid part or parts
of the Grant shall be terminated forthwith and the
"SBD" shall have no further obligations to make any
payments to the Transportation Age~cy under the Agr-
eement in respect of its public funding require-
ments. It is understood that as of the date of the
Agreement there is no assurance that funds will be
available to pay the full amount of the Grant. It
is expressly agreed that the "SBD" shall be under no
obligation df any kind whatsoever to seek to in-
crease or augment its revenues or- budget for its fi-
scal year ending December 31, 1985 whether
through its taxing or- revenue bond powers or through
any powers or means. In determining the avail-
ability of funds for payment of ~he Grant, the man-
ner in which the "SBD" expends and allocates its
funds and revenues ~hall be within the sole discr-e-
tion of the "SBD". At such time as the Grant pay-
ments cease for lack of available funds as deter-
mined by the "SBD", the Transportation Agency shall
be relieved of its obligations under paragraph 7 of
the Agreement. The termination of the "SBD's" obli-
gation to pay any remaining unpaid part of parts of
the Grant shall not be in any manner qualified or
affected by the fact that the Transportation Agency
may have already partially or fully performed its
obI ig a t io ns under the Agreemen tin respec t of the
unpaid part or parts of the Grant by the time it is
determined by the "SBD" that it will be unable to
pay the remaining unpaid part or p~rts of the Gr-ant-
(e)
(f)
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The statements of the Transportation Agency's public
funding requirements as set forth in the budget pro-
jections and financial statements furnished to the
"SBD" pursuant to subparagraphs 3(a) and 3(b) shall
not be binding upon the "SBD". The "SBD" shall have
the right, at any time and from time to time, to ma-
ke its own determinations of the Transportation Age-
ncy's public funding requirements, which determi-
nations as from time to time amended by the "SBD",
shall be binding upon the parties in determining the
Operating Deficit, and notwithstanding anything in
the Agreement to the contrary shall for all purposes
in the Agreement be used in place of the statements
of the Operating Deficit furnished to the "SBD" pur-
suant to subparagraphs 3(a) and 3(b). If the "SBD"
at any time deter-mine that the amount of the Trans-
portation Agency's Ope~ating Deficit is less than
the amount paid by the "SED" the Transportation Age-
ncy under the Agreeme'ht, the "SBD" shall have the
right, at its option, to either require the Trans-
portation Agency to immediately repay the excess am-
ount to the "SBD" or to offset the amount of the ex-
cess payment against any amounts payable by the "SB-
D" to the Transportation Agency under the Agreement
or under any other agreement.
In the event of any material breach or violation by
the Transportation Agencyof any term, condition,
covenant or ag~eement of the Agreement (without lim-
iting by implication the generality of the fore-
going, any violation of paragraph 7 shall be deemed
to constitute a material violation) or in the event
that the T~anspo~tation Agency's application for the
Grant or any of the information furnished by the
Transportation Agency to the "SBD" pursuant to the
Agreement contains any untrue statement of a ma-
te~ial fact or omits to state a material fact neces-
saryin orde~ to make the statement made, in the
light of the circumstances under which they were ma-
de, not misleading, the "SBD" shall have the right
at any time within one year after it obtains know-
ledge of such event to (i) require the Transporta-
tion Agency to immediately repay the "SBD" all
amounts paid by the "SBD" to the Transportation
Agency under the Agreement, or such lesser amount as
the "SBD" in its sole discretion shall determine,
and (ii) terminate all future payments, if any, due
under the Agreement; provided, however, that the
"SBD" shall give the Transportation Agency at least
30 days advance written notice before takihg any
such action; and further provided that if the Trans-
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portation Agency within 30 days after receipt of
such notice, proposes a plan of remedial action to
the "SBD" in respect of the event (Ear which purpose
the "SBD" shall accord the Tr-ansportation Agency an
opportunity to meet with the "SBD" if requested by
the Transportation Agency) and if such plan is found
by the "SBD" to be acceptable, the "SBD" shall not
take the action permitted by this subparagraph 4(f)
on account of such event if such plan is duly imple-
mented and fully performed by the Transportation
Agency. The "SBD's" remedies under this subpara-
graph 4(f) for breach or violation of the Agreement
by the Transportation Agency are not exclusive, and
shall not be deemed to be in lieu of any rights or
remedies which the "SBD" may have at law or equity.
5.
Recovery of Payments in Respect of Depreciation
In the event that the "SBD" should purchase from the
Transportation Agency any asset in r-espect of which the
"SBD" has funded any depreciati~n, the amount of the pur-
chase price to the "SBD" of such asset shall be reduced by
the amount of the depreciation in respect of such asset
funded by the "SBD". In the event that the Transportation
Agency should sell, assign, transfer, or otherwise dispose
of any such asset the Transportation Agency shall repay to
the "SBD" the amount of the depreciation in respect there-
of which the "SBD~ has funded; provided, however, that the
Transportation Agency shall not be obligated to pay the
"SBDII more than it received for such asset or the then
fair market value therof, which is greater.
6.
Use of Grant Proceeds and Operating Income.
The proceeds of the Grant and operating income shall be
used by the Transportation Agency solely for the purpose
of (i) paying Funded Capital Expenses, and (ii) paying
Operating Expenses incurred by it during the Grant Period
in operating the Project.
7.
Accomplishment of the Project.
(a)
The Transportation Agency shall commence, carryon,
and complete the Project (as described in Exhibit A)
with all practicable dispatch, in a sound, economi-
cal, and efficient manner, and in accordance with
the provisions hereof and the Paratransit Grant Pro-
gram Application, also known as the Service Develop-
ment/Demonstration Grant Program Application.
(b)
(c)
(d)
(e)
(f)
(g)
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The Transpoctation Agency and its Third Party Pro-
viders in operating the Project, and in performing
its obligations under this Agreement shall comply
with all applicable provisions of federal, state and
local law. All limits or standards set forth in
this Agreement to be observed in the performance of
the Project are minimum requirements and shall not
affect the application of more restrictive federal,
state or local standards to the performance of the
Project.
The Transportation Agency shall initiate and pro-
secute to completion all proceedings necessary to
enable the Transportation Agency to provide its
share of the Net Project Costs at or prior to the
time such "funds" are needed to meet the Net Project
Costs.
The Transportation Agency shall submit to the "SBD"
such data, reports, records, contracts and other
documents relating to the Project as the "SBD" may
require. The Transpor-tation Agency shall retain
intact, for three years following the date of this
Agreement, all documents, financial records, and
supporting documents relating to the Project.
The Transi~rtation Agency shall immediately notify
the "SBD" of any change in conditions or of any
event which may significantly affect its ability to
perform the Project in accordance with the provi-
sions of this Agreement.
The "SBD" shall not be subject to any obligations or
liabilities from contracts of the Transportation
Agency or itg subcontractors or any other person not
a par-ty of this Agreement in connection with the
perfonnance of the Pc-oject.
Tn the event that the "SBD" notifies the Transporta-
tion Agency that any of the funds or monies received
hy the Transportation Agency under- this Agreement
consist of federal or state financial assistance
funds from the Department of Transportation, the
Urban Mass Transportation Administration or from any
other source, the Transportation Agency shall comply
with any and all the terms and conditions of such
fedec-al or state financial asistance.
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(h)
( i)
(j)
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All documents, including, but not limited to, speci-
fications, tracings, drawings and reports, prepared
by the Transportation Agency and its contractors in
connection with the Project shall become the pro-
perty of the "SBD" upon the earlier of the termina-
tion of this Agreement or the completion of the Pro-
ject.
Upon ten days wr-itten notice to the Transportation
Agency, the Transportation Agency shall prepare and
furnish such periodic work progress reports as may
be requested by the "SßD". The Transportation
Agency shall make and maintain records of all time
actually spent and costs incurr-ed in performing the
Project and shall, upon 15 days notice from the
"SBD", make such r-ecords available for inspection,
copying or audit by the "SBD" at any time during
nonnal business hours, at the "SBD's" offices, 300
North State Street, Chicago Illinois.
Transportation Agency hereby binds itself, its suc-
cessors and assigns, to indemnify and save harmless
the "SBD" from all loss, damage or expense (includ-
ing attorneys fees) due to any claim brought against
the "SBD" for alleged infringement of United States
Patent, arising from any material or design specifi-
ed in, or supplied pursuant to this Agreement.
8.
Audit/Inspection.
The "SBD", or any designee of the "SBD", may per-
form, at any time, one or more audits of the books,
records and accounts of the Transportation Agency
and its Third Party Provider wi~h regard to the Pro-
ject. The Transportation Agency agrees to preserve,
and to cause its Third Party Providers to preserve
for a period of three years after the date of this
Agreemerit,and to make available to the "SBD", or to
its designee, any and all work, check, payrolls,
invoices, contracts, agreements, vouchers, orders,
work sheets, accounting documents, correspondence
and other data pertaining to the Project. The "SBD"
and its designees shall have access to all the
various records and documents referred to in this
paragraph during the Transportation Agency's regular
business hours.
The Transportation Agency agrees that the "SBD" may,
at reasonable times, conduct such inspections or
examinatioris of the Project as the "SBD" deems to be
advisable in connection with this Agreement. In
9.
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ðrldition, the Transportation Agency shall obtain for
the "SBO" the right to conduct such inspections and
examinations of any part of the services provided by
any Third Party Provider in respect to the Project
and of the Third Party Provider's business and
operations as the "SBD" deems to be appropriate.
Limits of Liability: No Agency.
The Transportation Agency agrees that no liability arising
out of the Transportation Agency's use or application of
the Grant proceeds received by the Transportation Agency
under this Agreement, shall be incurred by the "SBD". The
Transportation Agency further agrees that the Authority
has no obligations to the Transportation Agency other than
as expressly set forth in this Agreement; and that the
"SBO" has no obligation of any kind whatsoever to make
additional or future grants to the Transportation Agency.
Without limiting the foregoing, it is further understood
that in the event the "SBD", in its sole discretion,
should determine to make a future or additional grant to
the Transportation Agency, the terms and conditions of any
such grant shall not in any manner be limited or restrict-
ed by any of the terms and conditions of this Agreement..
Employees.
(a)
The Transportation Agency agrees that with respect
to persons employed by it to operate the Project,
that it will comply with all the applicable require-
ments 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 ~egard to the minimum wages to be
paid to its employees, limitations upon the employ-
ment 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.
(b)
The Transportation Agency shall provide and assume
full financial responsibility for the fair and equi-
table protection of its public transportation ser-
vice related employees and any other employees of
the Transportation Agency affected by the Agreement
(herein collectively referred to as the "subject
employees") from any adverse effect upon them of the
actions of the "SED" in making and performing the
Ayr-eement; provided, however, that if any part or
parts of the Grant are not paid pursuant to sub-
n
paragraph 4(d) fcir- la¿k of available funds, the
"SBD" shall provide and assume full financial
responsibility for the fair and equitable protection
of the subject employees to the extent, and only to
the extent, that the subject employees have a legal
right, if any, under the Act of protection from any
adverse effect upon them resulting from the non-
payment of such part or parts of the Grant. The
Transportation Agency agrees pursuant to Section
2.16 of the Act to promptly and in good faith ne-
gotiate with the subject employees through their
accredited representatives authorized to act for
them, fair and equitable employee arrangements to
provide fair and equitable protection for the sub-
ject employees against the actions of the "SBD" in
making and performing the Agreement, which
protection shall not he less than that established
pursuant to Section 13(c) of the Urban Mass
Transportation Act of 1964, as amended (49 U.S.C.
Sec. 1609(c»), and Section 405(b) of the Rail
Passenger Service Act of 1970, as amended (45 U.S.C.
Sec. 565(b») and as prescribed by the United States
Secretary of Labor thereunder, a t the time of the
protective agreement or arbitration decision provid-
ing protection: provided, however, that in lieu of
negotiating new and separate protective labor
arrangements, the Transportation Agency may cause
its obligations under this paragraph 10(b) to be
covered by an existing protective labor arrangement
meeting the requirements of this paragraph 10(b).
If agreement cannot be reached on the terms of such
protective labor arr-angement, any party may submit
any matter in dispute to binding arbitration on the
terms and in the manner providerl in Section 2.16 of
the Act. Any protective labor arrangement entered
into by the Transportation Agency' pursuant to this
paragraph lO(b) must be in accordance with such pr-o-
tectíve labor guidelines as the "SBD" may from time
to time establish. The Transportation Agency shall
notify the "SBD" of any protective labor negotia-
tions being conducted pursuant to this paragraph
lO(b), shall permit the !'SBD" to participate therein
if the "SBD" so requests, and shall not enter into
any protective labor arrangement pursuant to this
paragraph lO(b) without the "SED's" prior approval
of the terms and conditions thereof.
Notwithstanding anything in the Agreement to the
contrary, all reasonable expenses incurred by the
Transportation Agency during the Grant Period in
performing its protective labor obligations under
this paragraph lO(b) or its protective labor obliga-
11.
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tions under any prior financial assistance agreement
between the Transportation Agency and the "SBD"
shall be deemed to constitute "Operating Expenses"
for purposes of determining the Transportation
Agency's public funding requirements~ provided, how-
ever, that any expenses resulting from changes, with'
respect to the Project, not made at the direct and
primary initiation of the "SBD" or not otherwise
approved in writing by the "SBD" or resulting from
changes in employment practices not made at the
direct and primary initiation of the "SBD" or not
otherwise ~pproved in writing by the "SBD", shall
not be deemed to constitute "Operating Expenses" for
purposes of determining the Transportation Agency's
public funding requirements.
(c)
The Transportation Agency will utilize drivers for
this service who are properly qualified and lawfully
licensed for the ser-vice provided in the vehicles
used, and have recei~ß~ appropriate safety training.
Dr-ivers shall display proper courtesy toward passen-
gers and maintain a neat and clean appearance. The
Transportation Agency shall utilize drivers for this
service who meet the physical qualifications
established by the U.S. Department of Transportation
guidelines. The Transportation Agency shall parti-
cipate in driver safety training programs, if any,
established by the SBD during the term of this
ag reemen t.
Enviromental and Safety Standards.
The Transportation Agency agrees that, with respect to the
Project, it will comply with all applicable federal,
state, and local laws, rules and regulations regulating
the discharge of materials into the environment, or other-
wise relating to the protection of the environment, in-
clu~ing without limitation the Clean Air Act, as amended
(42 II.S.C. 1857 et seq.), the Feder-al Water Pollution
Control Act, as amended (33 IJ.S.C. 1251 et seq.) and
implementing regulations issued by the Environmental Pro-
tection Agency. The Transportation Agency agrees that in
performing and operating the Project it will comply with
all provisions of general or special orders, rules or re-
gulations issued by the Illinois Commerce Commission pur-
suant to Section 57 of an "Act Concerning Public Utili-
ties," approved June 29, 1921, as amended (Ill. Rev.
Stat., 1973, Ch. 111-2/3 61) applicable to the Project.
The Transpor-tation Agency in performing and operating the
Project shall comply with all environmental and safety
standards and guidelines which the "SBD" may from time to
time establish pursuant to Section 2.10 and Section 2.11
of the Regional Transportation "SBD" Act. Upon request
from the "SRD", the Transportation Agency shall furnish
the "SI~D" with evidence of compliance with the above
reqlll rernents.
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12.
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Equal Employment Opportunity; Minority Business
Enterprises.
(a) The Transportation Agency agrees that it will comply
with the provisions of Title VI of the United States
Civil Rights Act of 1964 (P.L. 88-352, 78 Stat. 241,
42 U.S.C. 2000(a)), as the same may be amended and
the rules and regulations of the Department of
Transportation issued thereunder.
(b)
(c)
The Transportation Agency agrees that it will comply
with the Illinois Human Rights Act (Ill. Rev. Stat.,
Ch.68, Sec. 101 et. seq.f, as the same may be amend-
ed, and with the r-ules and regulations of the
Illinois Human Commission (The "Commission") issued
thereunder. In compl i ance wi th RTA Board On! i nance
#80-51, the Transportation Agency shall obtain and
supply to the "SBD" a copy of, an "Employment Report
Form Prequalification," Form PC-I, and an affirma-
tive action program covering the Transportation
Agency's employment practices with regard to persons
employed by the Transportà fion Agency to opera te the
program. Prior to the execution of this Agreement,
the Transporta tion Agency shall furnish the" SBD"
with evidence that it has filed such forms with the
Commission. The affirmative action program shall
meet the requirements of subparagraph 12(c) below.
The Transportation Agency shall promptly furnish the
"SBD" with a copy of any and all documents filed by
it with the Commission.
The Transporta tion Agency agrees tha t, in connect ion
with the Project, no discrimination shall be made in
any term or aspect of employment because of race,
color, religion, sex, national Qrigin or ancestry,
physical or mental handicap unrelated to ability, or
an unfavorable discharge from military service, or
political reasons or factors. The Transportation
Agency 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, up-
grading, demotion, transfer, recruitment, recruit-
ment advertising, layoff or termination, rates of
payor other forms of compensation, and selection
for training including apprenticeship. The Trans-
portation Agency 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.
(d)
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The Transportation Agency Agrees as follows:
EQUAL EMPLOYMENT OPPORTUNITY
I n the event of the Transporta tion Agency's non-
compliance with' any provision of this Equal Employ-
ment Opportunity Clause, the Illinois Human Rights
Act or the Human Rights Commission's Rules and Regu-
lations for Public Contracts, the Transportation
Agency may be declared nonresponsihle and therefore
ineligible for future contracts or subcontracts with
the State of Illinois or any of its political sub-
divisions or municipal corporations, and this Agree-
ment 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 Transportation Agency agrees as
follows: '
(1 )
That it will not discriminate against any
employee or applicant for employment because of
race, color, religion, sex, national origin or
ancestry, 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 here-
of, it will determine the availability (in
accocordance with the Commission'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 hir-
ed 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 be-
cause of race, color-, religion, sex, national
or-igin or ancestry, physical or mental handicap
unrelated to ability, or an unfavorable dis-
charge from military service.
,~
( .
F'
( 4 )
( 5 )
( 6 )
( 7)
- 1 7 -
That it will send to each labor organiz~tionor
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 Transportation Agency's obligations under
the Illinois Human Rights Act and the Com-
mission's Rules and Regulations for Public
Contracts. If any such labor organization or
representative fails or refuses to cooperate
with the Transportation Agency in its efforts
to comply with such Act and Rules and Regu-
lations, the Transportation Agency will prompt-
ly so notify the Illinois Human Rights
Commission and the "SBD" and will recruit
employees from other sources when necessary to
fulfill its obligations thereunder.
That it will submit reports as r-equired by the
Illinois Human Rights CommissIon's Rules and
Regulations for Public Contracts, "furnish all
relevant information as may from time to time
be requested by the Commission or the Author-
ity, and in all respects comply with the
Illinois Human Rights Act and the Commission's
Rules and Regulations for Public Contracts.
That it will permit access to all relevant
books, records, accounts and work sites by per-
sonnel of the "SBD" and the Illinois Human
Rights Commission for purposes of investigation
to ascertain compliance with the Illinois Human
Rights Act and the Commissiön's Rules and Regu-
lations for Public Contracts.
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 Commis-
sion'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
1.1(17) (a) of the Commission.~ Rules and
Regulations so' that such provisions will be
binding upon every such subcontractor. In the
same manner as with other provisions of this
Agreement, the Transportation Agency will be
liable for compliance with applicable provi-
sions of this clause by all its subcontractors;
and further it will promptly notify the Autho-
rityand the Illinois Human Rights Commission
13.
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in the event any subcontr-actor fails or refuses to comply
therewith. In addition, the Transportation Agency will
not utilize any subcontractor declared by the Commission
to be nonresponsible and therefore ineligible for con-
tracts or subcontracts with the State of Illinois or any
of its political subdivisions or municipal corporations.
(e)
In connection with the performance of this Agree-
ment, the Transportation Agency 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.
Ce~tain Covenants.
Unless the "SßD" shall otherwise consent in writing, for
the duration of the Grant. Period, the Transportation
Agency shall:
(a)
Keep ana maintain at its present offices (i) proper
books of account in respect of the Project, and
record 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 Project.
{ b}
Pay and discharge when due all of its obligations
and indebtedness in respect of the Project, provided
that any such obligation or indebtedness need not be
paid if the validity thereof shall currently be
contestee} 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 obligations and indebtedness shall be paid
forthwith upon an adverse decision in such proceed-
ings and the exhaustion of available appellate
relief with respect thereto.
(c)
Fully comply with all leases, contracts and agree-
ments relating, directly or indirectly, to the Pro-
ject 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 per-
form and operate the Project; and comply with all
federal, state and local laws, rules, regulations
and others applicable to the Project.
.' .
( d )
(e)
(f)
(g)
(h)
( i)
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- 19 -
Perfor-m and operate the Project, and its business
and oper-ations as they relate to the Project, in a
sound, economical and efficient manner, and imple-
ment such policies and programs to improve project
efficiencies and effectiveness as the "SBD" may
request.
Furnish the "SBD" with notice in writing 'of all
actions, suits and proceedings before any court or.
governmental department, commission, board, bur-eau,
agency or instrumentality, domestic or f()ceign,
arising out of or relating to the operation of the
Project; provided, however, this requirement shall
not apply to personal injury or property damage
actions or proceedings involving a claim for damages
of less than $30,000 in the aggregate, defense of
which has been tendered and accepted under an
insurance policy.
Furnish the "SBD" wi th copies of, and obtain the
"SBD's" prior written approval of, all applications
(including all amendments or modifications to pre-
viously filed applications) for federal, state or
local grants, subsidies, loans or other funding
relating to the Project or to any other public
transportation services.
Maintain, or cause to be maintained, all vehicles
and facilities used in operating the Project in good
repair and in safe and clean condition.
Not enter into, renew, extend, modify, or amend any
agreement or understanding with a Third Party Pro-
vider wfthout first reviewing the terms and condi-
tions of such agreement or understanding with the
"SBD" and obtaining the "SBD's" prior written
approval thereof, which approval shall not be un-
reasonably withheld.
In the event that the "SBD" notifies the Transporta-
tion Agency that any of the funds or monies received
by the Transportation Agency under the Agreement
consist of federal financial assistance funds from
the Department of Transportation, the Urban Mass
Transportation Administration or from any other
federal agency, comply with any and all of the terms
and conditions of such federal financial assistance,
including, without limitation, conditions pertaining
to rates charged to elderly and handicapped persons,
the provision of charter bus operations, the pro-
vision of school bus operations, and employment.
1 5.
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( j )
In accordance with specifications of the "SBD",
place such identification strips, markings symbols
and/or logos on the equipment and facilities used in
operating the Project as may be requested by the
"SBD" and participate in such promotional programs
as may be requested by the "SBD".
14.
Third Party Providers.
The Transportation Agency shall cause each of its Third
Party Providers to comply with all provisions of subpara-
graph 10(a) and paragraphs 11, 12, and 13 as if the name
of the Third Party Provider had been substituted for the
name of the Transportation Agency therein; shall cause
each of its Third Party Providers to provide and assume
full financial responsibility for the fair and equitable
protection of its employees opererating the Project from
any adverse effect upon them of the "SBDu in making and
performing the Agreement; and shall cause each of its
Thi~d Party Providers to promptly and in good faith ne-
gotiate with its employees operating the Project through
their acc~edited representatives autho~ized to act for
them, fair and equitable employee arrangements to provide
fai~ and equitable protection for such employees against
actions of the uSBD" in making and performing the Agree-
ment, which protection shall not be less than that
established pu~suant to Section 13(c) of the Urban Mass
Transportation Act of 1964, as amended, and Section 405(b)
of the Rail Passenger Service Act of 1970, as amended, and
as prescribed by the United States Secretary of Labor
thereunder, at the time of the protective agreement or ar-
bitration decision providing protection. Any protective
labor arrangement entered into by the Third Party Provider
pursuant to this paragraph 14 must be in accordance with
such protective labor guidelines as the "SBD" may from
time to time establish. The Transportation Agency shall
cause the Third Party Provider (i) to notify the "SBD" of
any protective labor negotiations being conducted pursuant
to this paragraph 14, (ii) to permit the "SBD" to
pa~ticipate therein if the "SBD" so requests, and (iii)
not to enter into any protective labor arrangement pur-
suant to this paragraph 14 without the "SBD's" prior
appr-oval of the terms and conditions the~eof.
Opi~~~n of Counsel.
The Transportation Agency shall furnish the "SBDU wi th an
opinion of its counsel, dated as of a date within five (5)
days before the execution of this Agreement, to the
/ .
16.
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effect that (i) it has corporate power to engage in and
carryon the public transportation services as and where
then conducted; (ii) it the execution, delivery and
performance of this Agreement by it has been dulyautho-
rized and approved by all the requisite action of its
corporate authorities, and thiß Agreement has been duly
executed and delivered hy it, and upon the execution anrl
delivery Qfthis AgreBment by all of the par-ties hereto
this Agreement will constitute a valid and binding obliGa-
tion of the Transpoctation Agency enforceable in accor-
dance with its terms, and the consummation and compliance
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 applic-
able 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 Transpor-
tation Agency of its obligations under this Agreement have
been obtained, whether from governm~ntal authorities or
other persons.
Indemnification.
The Transportation Agency hereby assumes liability for and
agrees to protect, hold harmless and indemnify the
Authority and the "SBDts~ successors, assignS, ófficers,
directors, employees, agents and servants from and against
any and all liabilities, obligations, losses, damages,
penalties, judgements, settlements, claims, actions,
suits, proceedings, costs, expenses and disbursements, in-
cluding legal fees and expenses, of whatever kind and
nature, imposed on, incurred by or asserted against the
"SBD" and/or any of the "SBDts" successors, assigns,
officers, directors, employees, agents and servants, in
any way relating to or arising out of any of the following
or allegations, claims or charges of any of the following:
the use or application of the Grant proceeds by the Trans-
portation Agency¡ the violation by the Transpor-tation
Agency of any of its covenants or agreements under the
Agreement¡ any tort or other action or failure to act
which shall be dOne in conn~ction with the performance or
operation of the Project; any act or failure to act of any
officer, director, employee, agent or servant of the
Transportation Agency¡ and 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 or operation
of the Project. The "SBD" agrees to promptly notify the
Transportation Agency in writing of any claim or liability
which the "SBD" believes to be covered under this para-
graph. The Authority shall tender, and the Transportation
17.
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Agency shall promptly accept tender of, defense in connec-
tion with any claim or liability in respect of which the
Transportation Agency has agreed in writing that based on
the face of the claim or liability the "SBD" is entitled
to indemnification under this paragraph; provided, how-
ever, that the counsel retained by the Transportation
Agency to defend the "SBD" shall be satisfactory to the
"SBD"; and further provided that the "SBD" shall be kept
, fully informed of the status of the proceeding, shall be
promptly furnished with copies of all documents filed or
ser-ved by the plaintiffs or complaining parties, and shall
be furnished in advance with copies of all documents pro-
posed to be filed or served on its behalf by the defense
counsel. In the event that the Transportation Agency,
within ten (10) days after receipt of notice from the
"SBD" of a claim or liability which the "SBD" believes to
be covered under this paragraph, fails to advise the "SBD"
in writing that the Transportation Agency agrees that the
"SBD" is entitled to indemnification under this paragraph
based on the face of such claim or liability, the "SBD",
without waiving or prejudicing any claim or right it may
have to indemnification, under this paragraph (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. The "SBD", without first obtain-
ing the approval of the Transportation Agency, shall not
settle or compromise any claim, suit, action or proceeding
in respect of which the Transportation Agency has agreed
in writing that the "SBDfl is entitled to indemnification
under this paragt'aph. Notwithstanding anything in the
Agreement to the contrary, unless otherwise approved
specifically ,in writing by the "SBD", no indemnification
payments made by the Transportation Agency to the "SBD"
pursuant to this paragraph or pursuant to an indemnifica-
tion provision in any other agreement between the Trans-
portation Agency and the "SBD" shall be deemed to con-
stitute operating expenses for purposes of determining the
Transportation Agency's operating deficit under the Agree-
ment. Notwithstanding anything in the Agreement to the
contrary, the indemnities contained in this paragraph
shall survive the termination of the Agreement.
Coordinated Risk Management Program.
The Transportation Agency agrees that if the "SBD" during
the Grant Period requests the Transportation Agency to
adopt or enter or- remain in a coordinated program of
. >
, .
18.
19.
~
23 -
risk management, the Transportation Agency will adopt,
enter or remain in such program. Such program may specify
limits on deductible losses or insured amounts. Such pro-
gram may also include the administration of the program by
the "SBD" itself, including the payment by the, "SBD" of
claims made against the Transportation Agency. If the
"SBD" and the Transportation Agency adopt and enter into
any such coordina~ed program of risk management, the
Transportation Agency agrees that (i) any refunds ot:' pre-
mium returned to the Transportation Agency by any
insurance company will be immediately pairl to the "SBD",
and (ii) any funds or deposits reset:'ved or set aside by
the Transportation Agency as provision for- injuries and
damages which occurred on or after the beginning coverage
date of the program and any monetary provision for future
claims, will be paid to the "SBD" at such time as the
"SBD" and Transportation Agency adopt and enter- into such
coordinated program of risk management. Nothing in this
paragraph shall be interpreted to mean that the "SBD"
shall be liable or responsible for the actions of the
TFansportation Agency.
Independence of Transportation Agency.
In the performance of its duties, covenants and agreements
under the Agreement, the Transportation Agency is not the
agent of the "SBD" and shall not hold itself out as the
agent of the "SBD". The Transportation Agency agrees that
none of its officers, employees, or agents by reason of
the Agreement is, or is authorized to hold themselves out
as or claim to be, an officer, employee or agent of the
"SBD", 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 the "SBD", including but not
limited to, rights and privileges concerning workmen's
compensation and occupational disease coverage, unemploy-
ment compensation benefits, social security coverage or
retirement or credit benefits.
Non-Collusion.
The Transportation Agency warrants and represents that it
has not pa id and agrees not to pay any bonus, commission,
fee or gratuity to any employee or official of the "SBD"
for the purpose of obtaining the Agreement. No officer or
employee of the "SBD" or member or delegate to the
Illinois General As$emblyor the Congress of the United
States shalÞbe admitted to any share or part of the
Agreement or to any direct or indirect benefit (other than
as a passenger in the normal operation of the Project)
arising therefrom.
22.
23.
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2 o.
Non-Waiver.
The "SBD" shall not be deemed to have waived any right
under the Agreement unless such waiver is in writing,
signed by an authorized officer of the "SBD". 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 the "SBD" under the Agreement
shall be cumulative and not exclusive, and may be exercis-
ed 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.
21.
Successors and Assigns.
All covenants, agreements, representations and warranties
in the Agreement made by or on behalf of the Transporta-
tion Agency or the warranties in the Agreement made by or
on behalf of the Transportation Agency or the "SBD" shall
bind and inure to the benefit of the respective successors
and assigns of such party.
Notices.
Any written notice required or permitted by this Agreement
may be delivered by depositing it in the United States
Mail, postage prepaid, addressed to the "SBD" at 300 North
State Street, Chicago, Illinois 60610"; and to the Trans-
portation Agency at the address of the Transportation
Agency first set forth in Part I of this Agreement.
Agreement to Supersede Other Agreements,
Understandings.
Arrangements and
The parties agree that the Agreement constitutes the
entire agret~ment between the parties in respect of the
subject matter hereof, that there are no agreements,
arrangements or understandings, implied or expressed, in
respect of the subject matter hereof except as set forth
specifically herein and that all prior and contemporaneous
agreements, arrangeme~ts and understandings in respect of
the subject matter- hereof are merged into and contained in
the Agreement. No covenant or condition not expressed in
the Agn~!~ment shall affect or be effective to interpret,
change or restrict the Agreement. Without limiting by
implic~tion and generality of the foregoing, the Agreement
. .
24.
25.
26.
27.
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shall supersede any and all prior agr-eements, arrangements
and understandings between the "SBD" and the Transportd-
tion Agency in respect of funding any expenses, deficits
or funding requirements incurred by the Transportation
Agency in providing any public transportation àuring any
part or parts of the" Grant Period, so that any payments
made by the "SBD" to the Transportation Agency under any
such agreements, arrangements and understandings in re-
spect of funding any expenses, deficits or funding
requirements incurred by the Transportation Agency in pro-
viding any public transportation during any part or parts
of the Grant Period shall be deemed to be payments hy the
"SBD" 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.
Governing Law.
This Agreement shall be construed in accordance with and
be governed by the laws of the State of Illinois.
Assignment.
The Transportation Agency agrees that this Agreement shall
not be assigned or transferred without the written consent
of the "SBD" and that any successor to the Transportation
Agency's rights under this Agreement will be required to
accede to all of the terms, conditions and requirements of
this Agreement as a condition precedent to such succes-
sion.
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.
Titles and Precedent.
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 purpose.
29.
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- 26 -
28.
Documents Forming This Agreement.
The parties agree that this Agreement together with the
Exhibits attached hereto and made apart hereof, consti-
tute the entire agreement between the parties pertaining
to the subject matter hereof, that there are no agreements
or understandings, implied or expressed, except as set
for-th specifically herein and that all prior and contempo-
raneous agreements and understandings, in this connection,
are merged into and contained in this Agreement. No cove-
nant or condition not expressed in this Agreement shall
affect or be effective to interpret, change or restrict
this Agreement.
Amendment.
The Agreement may not be -amended unless reduced to a
wr-itten document signed by the "SBD" and the Transporta-
t ion Agency.
.
.' .
A
EXHIBIT A
Summary of Services
Upon mutual agreement of the parties hereto, this Exhibit A may be
updated by a Paratransit Department Manager's memorandum to reflect
decisions made with regard to the project's design, budget and
operations, subsequent to the execution of this Agreement. It is
expressly agreed between the parties that such actions will be
consistent with the general summary and scope of the project as
specified. However, it should be noted that any change in maximum
I
grant amount or material change in the scope of the project would
require either a new Grant Agreement or an Amendment to this Agreement.
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 traveling anywhere within the Village and to two
area hospitals located near the Village boundaries. Birks Transpor-
tation Company and American Taxi Service operate the service. The
fare for intravillage travel is $2.50 a trip. Passengers pay $1.00
and the Village šubšidizes 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. SBD retains the right to set
the fare for service. However, revision in this fare may be made
by SBD by,notifying the Transportation Agency thirty (30) days in
advance of the effective date. This service will be coordinated
with adjacent SBD and RTA funded and SBD Vehicle Lease services
within the area wherever feasible and will honor all applicable RTA
.and SBD transfer agreements.
1...-2
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SBD shall rei~urse the Transportation Agency for all Monthly Tickets
used on the paratransit system and properly recorded by passenger
type and date of use in the monthly operating report. SED will
reimburse the Transportation Agency for each use of the Monthly
Ticket on the paratransit service at a rate specified in the RTA
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Paratransit Service Procedures as may be updated from time to time
in accordance with official SBD fare policies. This reimbursement
will be exclusive of the local share requirements applicable to
project operating expenses. The reimbursement income for honoring
the Monthly Tickets that will be returned to the Transportation
Agency by SBD shall be included as fare income in the Monthly
Operating Report.
The Transportation Agency will assume full responsibility for the
following:
1.
To oversee day to day operation of the service;
2.
To select and train all personnel involved in the
operation of the service;
3.
To.maintain Tequired records, including dispatching records
and submit reports as prescribed by SBD. Data to be collected
and submitted on a monthly basis include:
(a)
(b)
(cL
( d)
(e)
Revenue (fares, donations, and other);
Number of One-Way Passenger Trips;
Number of Vehicle Hours;
Number of V&hicle Miles;
Operating costs incurred in the operation of the
service, set forth in an itemized record as prescribed
by SBD.
Estimated Budget
Total Cost:
$41,250
$16,500
$24,750
$ 6,187
$18,563
Revenue:
Net Cost:
Local Share:
Maximum SBD Cost:
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EXHIBIT B
CAPITAL REQUIREMENTS
No capital funding is required from the Authority for
the project.
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EXHIBIT C
The maximum subsidy amount per trip will be $2.50 for
the grant period.
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