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Staff Report 159-06
TO:HONORABLE CITY COUNCIL FROM: DATE: SUBJECT: CITY MANAGER DEPARTMENT: PLANNING AND COMMUNITY ENVIRONMENT MARCH 6, 2006 CMR: 159:06 APPROVAL OF COOPERATIVE AGREEMENT WITH THE SANTA CLARA VALLEY TRANSPORTATION AUTHORITY FOR FUNDING OF INITIAL ENVIRONMENTAL ANALYSIS FOR THE PALO ALTO INTERMODAL TRANSIT CENTER PROJECT AND APPROVAL OF CONSULTANT CONTRACT WITH EIP ASSOCIATES IN THE AMOUNT NOT TO EXCEED $278,384 FOR TECHNICAL STUDIES AND ENVIRONMENTAL WORK PROGRAMMING FOR THE PALO ALTO INTERMODAL TRANSIT CENTER PROJECT. RECOMMENDATION Staff recommends that Council: Approve and authorize the Mayor to execute the attached cooperative agreement with the Santa Clara Valley Transportation Authority for use of $247,507 in FTA Section 5309 funds for the Palo Alto Intermodal Transit Center Project. °Approve and authorize the City Manager to execute the attached contract with EIP Associates in the amount of $263,910 for technical studies and environmental work programming for the Palo Alto Intermodal Transit Center Project. Authorize the City Manager or his designee to negotiate and execute one or more change orders to the contract with EIP Associates for related, additional but unforeseen work which may develop during the project, the total value of which shall not exceed $14,474. BACKGROUND In 1993-94, the "Dream Team" charrette and design study identified a conceptual vision to transform and enhance the Palo Alto Intermodal Transit Center (PAITC) as a transportation hub, improve multi-modal access to the transit center and enhance the University Avenue axis between downtown Palo Alto and the Stanford University campus as a community gateway w~th civic amenities. Subsequently, Palo Alto secured $200,000 in funding from the state’s Petroleum Violation Escrow Account to complete the PAITC conceptual plan and feasibility study. This work concluded with the PAITC conceptual plan and feasibility study, which the City Council considered on March 2002. CMR: 159:06 Page 1 of 5 The 2002 PAITC conceptual plan consists of both transportation elements and community amenities. Transportation elements include expanded rail and bus passenger service capacity with an increase from two to four rail commuter tracks at the station, an at-grade intersection of Alma Street and University Avenue, the re-design of University Avenue between Alma and Palm Drive into an ova! loop road and provision of a bicycle and pedestrian under-crossing of Caltrain near Alma and Everett. Community amenities include an urban park and civic space, public art, and urban design features. (See Attachment A). The PAITC plan addresses the immediate need to maximize use of the public transit and Caltrain services programmed for the future, as well as to enhance the safety and convenience for all those who travel to, from or through the area. The project also addresses the long-term need to retain and enhance the economic and social vitality of the area. The PAITC conceptual plan proposes two options for developing the multi-modal center. Both options transform University Avenue between Alma and Palm Drive into an oval loop enclosing a public park, accommodate an increase from two to four rail commuter tracks, and expand the existing bus transfer area. Option 1 retains the buses in their current location. Option 2 relocates all bus and shuttle transfers to the level below the tracks. In 2002, the City Council directed staff to obtain local state and federal funding for the project and to prepare a full environmental analysis in accordance with the California Environmental Quality Act (CEQA) and the National Environmental Policy Act (NEPA) before a final project design is executed. In 2003, the City secured a federal earmark of $247,507 in Federal Transit Administration (FTA) funds to initiate the environmental process by completing an initial study and/or the technical analyses and engineering necessary to bring the project design to sufficient level for CEQA!NEPA environmental analysis, and to develop a timeline, estimated budget and implementation plan for the subsequent steps in the environmental process and project implementation. Since federal grants issued by the FTA can only be claimed by transit operators, the Santa Clara Valley Transportation Authority was designated by FTA as the recipient and responsible agency for the grant. The VTA secured FTA approval of the grant, thus securing the federal funding for the project. The FTA grant requires a local match of 20 percent ($61,877). City staff and VTA staff cooperatively developed a Request for Proposals (RFP) for consultant services to initiate the environmental process for the PAITC project. Once the scope of work had been negotiated with the successful proposer, EIP Associates, VTA staff finalized the cooperative funding agreement between the City and VTA for the pass-through of the grant funds to the City of Palo Alto, including the specific scope of work negotiated with EIP Associates. DISCUSSION Cooperative Funding Agreement with VTA The attached cooperative agreement (Attachment B) accomplished and duties and responsibilities of the specifies the scope of work to be City and VTA respectively for the CMR: 159:06 Page 2 of 5 administration of FTA Section 5309 grant funds for the PAITC project. The agreement provides for FTA Section 5309 funds in the amount of $247,507 for the project and stipulates the required 20% local match contribution of $6!,877 be provided by the City for a total project budget of $309,384. The agreement further stipulates that, of the total budget, $278,384 be for third party contracting (e.g., environmental consultant) to complete five technical studies and evaluations (initial site assessment, preliminary geotechnical report, transit demand analysis, section 106 historic resources report and preliminary section 4(F) evaluation), an implementation plan for the next phases of the project, and project description and purpose and need statement for the CEQA/NEPA requirements. The remaining $31,000 will be used by VTA, as responsible reporting agency to FTA, for project administration, consultation and oversight related to the grant. Agreement for Environmental Consultant Services The attached agreement with EIP Associates (Attachment C) is for technical studies and environmental work programming for the project. The scope of work includes the preparation of the five initial technical studies, implementation plan and project description!purpose and need statement that will serve to further the environmental analysis in subsequent stages of the project. Staff anticipates that the subsequent environmental review will require preparation of a programmatic environmental impact report and NEPA environmental assessment for the project. The implementation plan will be key in identifying the next steps in the environmental review and engineering for the project, implementation milestones, the roles and responsibilities of the agencies involved in the project and the future decision making structure and lead agencies for each phase. Selection Process A Request for Proposals (RFP) for was issued on June 21, 2005.The following table summarizes the results of the RPF solicitation: Summary of Solicitation Process Proposal Description/Number Proposed Length of Project Number of Proposals Mailed Out Total Days to Respond to Proposal Pre-proposal Meeting Date Number of Company Attendees at Pre-proposal meeting Number of Proposals Received Environmental Consulting Services for Intermodal Transit Center Project 1 year 34 6O July 6, 2005 9 2, plus 1 no bid transmittal A selection advisory committee consisting of 5 staff from the Planning and Community Environment, Public Works, and Administrative Services and one representative from the VTA reviewed the proposals and both EIP Associates and CirclePoint were invited to participate in oral interviews on August 31, 2005. CMR: 159:06 Page 3 of 5 The committee carefully reviewed each firm’s qualifications and submitta! in response to the RFP relative to the following criteria: ¯Quality and completeness of the proposal ¯Quality, performance and effectiveness of the solution, goods or services to be provided by proposer ¯Proposer’s experience, including the experience of staff to be assigned to the project, as well as engagements of similar scope and complexity ¯Proposer’s financial stability ¯Proposer’s ability to perform the work within the time specified ¯Proposer’s prior record of performance with the City or others ¯Proposer’s compliance with applicable laws, regulations, policies, guidelines and orders governing prior or existing contracts performed by the contractor EIP Associates was selected because of the firm’s experience and expertise in the area of CEQA/NEPA environmental review, experience and composition of the consultant’s project manager and overall project team, prior record of performance with the City and overall understanding of the project as demonstrated by the quality and depth of the firm’s proposal and approach to the project. EIP Associates is performing services that are limited in scope and subject to significant intervening review and therefore is not required to file a statement of economic interest pursuant to the City’s conflict of interest code. RESOURCE IMPACT Funds and related revenue reimbursements for this project were originally included in the 2003- 04 operating budget. However, these funds were not spent and the revenue was not collected. The appropriation of $285,000 is once again included, this time as part of the 2005-06 midyear budget, which was approved by the Finance Committee on February 7 and will be presented to Council on March 13. The funding is reimbursed by approximately $254,000 which is included in the 2005-06 budget. The revenue comes from two sources: $223,000 from the VTA/FTA Section 5309 grant and approximately $31,000 from Stanford University, which has offered to fund one half of the local match of $62,000 in a continuation of the cost-sharing of local match begun with the PVEA grant. The City has secured three additional federa! earmarks for the Intermodal Transit Center to continue development of the conceptual engineering and environmental analysis for the project. Staff plans to include the next two grants totaling $728,156 and local match of $182,039 in additional City funding in the 2006-07 operating budget proposal to secure the funding from the FTA. The grant covering the final earmark of $728,834 will not be submitted to FTA until summer 2007 and will be included in a future budget request. If the project proceeds, after the work funded by these two grants is completed, additional City funding would be required, but the amount is not known at this time. The 2004-05 Capital Improvement Program budget estimated the total unfunded cost of the Intermodal Transit Center at approximately $196 million. The VTA Valley Transportation Plan (VTP 2030) includes an allocation of $50 million for this project. Other future funding sources for this project have not yet been identified. CMR: 159:06 Page 4 of 5 POLICY IMPLICATIONS The Palo Alto Intermodal Transit Center project implements Program T-14 of the Transportation section of the Palo Alto Comprehensive Plan: "Pursue development of the University Avenue Multi-modal Transit Station conceptual plan based on the 1993-94 design study." ENVIRONMENTAL REVIEW In 2002, the City Council directed staff to complete a full CEQA/NEPA environmental analysis before the final project design is completed. Both City and VTA staff anticipate that this project will require a CEQA Programmatic Environmental Impact Report (EIR) and a NEPA Environmental Assessment (EA). The current first phase of work includes the initial steps in the environmental review process. The work products include technical studies and the preparation of a project description required under CEQA and a purpose and need statement for NEPA. The current project also includes development of an implementation plan for the subsequent steps in the environmental process and project implementation. ATTACHMENTS Attachment A: PAITC Conceptual Plan Overview and Site Plan Attachment B: Cooperative Agreement with the Santa Clara Valley Transportation Authority Attachment C: Agreement with EIP Associates COURTESY COPIES: Kevin Connolly, VTA Darryl Maxey, Caltrain Charles Carter, Stanford University PREPARED BY: GAYLE ~{,IKENS Acting Chief Transportation Official DEPARTMENT HEAD: STEVE MSLIE Director of Planning and Community Environment CITY MANAGER APPROVAL: ILY HARRISON Assistant City Manager CMR: 159:06 Page 5 of 5 ATTACHMENT A PALO ALTO INTER_MODAL TRANSIT CENTER PROJECT CONCEPTUAL PLAN OVERVIEW Project Location The project is situated in north Palo Alto between Downtown Palo Alto and the Stanford University campus along the University Avenue corridor, Alma Street, Mitchell Lane and adjacent Palo Alto Caltrain station and transit center properties. The project site comprises the University Avenue Caltrain station, rail infrastructure (trestle, tracks, platforms), an adjacent bus transit transfer center and adjoining street rights-of-way. The site has contained a rail passenger station since 1894, the year the City of Palo Alto was incorporated. The site also functions as a "gateway" to both downtown Palo Alto and the Stanford University campus. Ninety-six rail passenger trains and over six hundred buses currently serve the University Avenue Caltrain station each workday. Northern California’s first commuter valet bicycle storage facility, the Palo Alto Bikestation (which stores approximately 1,000 bicycle each month), is located at the station. Project Components The Palo Alto Intermodal Transit Center project addresses the immediate need to maximize use of the public transit services available and programmed for the future, as well as to enhance the safety and convenience for all those who travel to, from or through the area. The project also addresses the long-term need to retain and enhance the economic and social vitality of the area, which is one of the most innovative in the nation. The Palo Alto Intermodal Transit Center project includes the following elements: a) b) c) d) e) o g) h) four commuter rail tracks (instead of the current two); two center boarding platforms for efficient passenger movement from local to express trains; a new rail trestle overcrossing University Avenue just south of the platforms to accommodate four tracks, to provide a more open view between downtown Palo Alto and Stanford, and to accommodate the division of University Avenue into two one-way sections); a bicycle/pedestrian bridge cantilevered off this new rail trestle to connect with an existing bicycle and pedestrian path south of University Avenue; an expanded bus transfer center adjacent to the Caltrain station, including a new bus-only access drive to and from E1 Camino Real at Quarry Road to the west and additional shuttle bus drop-off space; a new at-grade intersection to replace the existing ramps connecting University Avenue to Alma Street (to enhance pedestrian and bicycle safety and improve visibility and way finding; new bicycle/pedestrian undercrossing to the north of the University Avenue station to facilitate access to the station, the nearby regional shopping center, and the regional outpatient medical clinic from northwest Palo Alto and Menlo Park neigh, borhoods; a new public park created by separating University Avenue between downtown Palo Alto and the Stanford campus into two one-way sections enclosing an oval space; a new bridge over E1 Camino Real at the western limit of University Avenue to create space for the western section of the urban park, improve safety for cyclists, pedestrians, and motorists negotiating ramp entrances and exits, and to provide adequate vertical clearance for trucks on E1 Camino Rea! below; opportunities for public art and landscaped amenities within the new park and at the station as gateway features The 2002 Palo Alto Intermodal Transit Center Study identified two project alternatives. Option 1, includes a transit plaza in the current location at the surface level. Option 2, the preferred plan, includes a vertical inte~ation of the rail and bus through placement of the bus transfer facility beneath the rail passenger platforms. The estimated cost for Option 1 is $195,700,000 while the cost of the preferred Option 2 is currently estimated to be $247,200,000. See attached schematic site plan for Option 1. ATTACHMENT 3 - PREFERRED SCHEMESila Plan - 0alion 1 ATTACHMENT B COOPERATIVE AGREEMENT BETWEEN CITY OF PALO ALTO AND THE SANTA CLARA VALLEY TRANSPORTATION AUTHORITY FOR THE PALO ALTO INTERMODAL TRANSIT CENTER PROJECT This Cooperative Funding Ageement is entered into as of March 6, 2006, and is made by and between CITY OF PALO ALTO, a California Charter City, whose address is 250 Hamilton Avenue, Palo Alto, California, 94301 ("CITY"), and the SANTA CLARA VALLEY TRANSPORTATION AUTHORITY, whose address is 3331 North First Street, San Jose, California, 95134 ("VTA"). RECITALS WHEREAS, CITY is a duly established charter city organized and existing under the laws of the State of California; WHEREAS, VTA is a special district created pursuant to the California Public Utilities Code Section 100,000 et seq.; WHEREAS, CITY is the Sponsor for the Palo Alto Intermodal Transit Center (PAITC) Project, which is part of the Valley Transportation Plan (VTP) 2030, but is not an eligible Grantee for federal transit assistance; WHEREAS, VTA is eligible to receive federal funds for transit projects, and desires to support the PAITC Project; WHEREAS, Federal Funding in the amount of $247,507 ("Grant Funds") has been earmarked for further development of the PAITC Project, including the preparation of environmental studies and documents and conceptual engineering in support of the environmental review process and described in Exhibit A (the "Project"). WHEREAS, VTA has applied for and has been awarded the Grant Funds (Grant No.CA- 03-0635-00) by the Federal Transit Administration (FTA). NOW, THEREFORE, the parties agree: 1. SCOPE OF WORK AND USE OF GRANT FUNDS The Grant Funds provided herein shall be used for the sole purpose of preparing environmental impact studies and documents and related activities for the PAITC Project. The authorized scope of work (the "Work") consists of conducting technical studies, including environmental analysis and conceptual engineering, to support the preparation of an Environmental Impact Statement/Environmental Impact Report (EIS/EIR). The Work also includes VTA project administration, consultation and oversight. A. CITY shall complete the following deliverables: Request for Proposals (RFP): CITY shall issue a Request for Proposals to retain consultant services for preparation of conceptual engineering sufficient to complete the Project Description and to identify the next steps in the environmental review process to satisfy CEQA and NEPA requirements and Section 4(f) Evaluation for the Palo Alto Intermodal Transit Center Project (PAITC) for subsequent Environmental Impact Report (EI3~) and NEPA Environmental Assessment (EA). ii.Develop Work Prom-am: City shall develop a detailed work program and schedule for preparing the Project Description and Project Implementation Plan (including the preparation of an EIR/EA). iii.Technical Advisory Committee: CITY shall form a Technical Advisory Committee (TAC) to participate in periodic reviews of study deliverables and policy questions. The Technical Advisory Committee shall consist of staff from Caltrans, Caltrain, JPB, Samtrans, VTA and other agency representatives. City staff, consultant and the TAC shall hold a kick-off meeting to initiate the project. iv.Pro~ess Reports: CITY shall prepare brief monthly progress reports to document ~vork progress, discuss issues encountered, summary of costs incurred etc. The status report will accompany the monthly invoice. CITY shall prepare a quarterly repoi~ on the project for submittal to the Federal Transit Administration per guidance provided by VTA. The status reports and invoices will form part of documentation for VTA’s quarterly reports to the Federal Transit Administration. Phase 1 Initial Site Assessment: CITY shall prepare a Phase I Initial En.vironmental Site Assessment following EPA formatting. vi.Preliminary Geotechnical Report: CITY shall prepare a Preliminary Geotechnical Report to identify geoseismic conditions at the project site that may result in an environmental impact and trigger extraordinary engineering and remediation costs. vii.Transit Demand Analysis and Traffic Management Plan: CITY shall prepare a Transit Patronage Report for PAITC and a Traffic Management Plan. viii.Section 106 Historic Resources Documentation: CITY shall prepare a draft Cultural Resource Assessment Report for submission to the Northwest Information Center. 2 iX. No xi. Preliminary Section 4(F) Evaluation: CITY shall prepare a preliminary Section 4(f) evaluation following the guidance set forth by the federal Department of Transportation. Proiect Implementation Plan: CITY shall prepare a work plan and project implementation plan for the next phases of the project, including the EIR/EA pursuant to CEQA and NEPA. The plan shall contain an overall project implementation schedule, indicating key project milestones and interim steps including anticipated sequencing, and shall identify all agencies involved in project implementation and their respective roles and responsibilities. The plan shall clearly identify the decision-making structure, including lead agencies for each step. Proiect Description: CITY shall prepare a Project Description, including alternatives and Purpose and Need Statement for the EltUEA. B. VTA shall: ii. Provide Grant Administration Services: Administer the FTA CA-03-0635-00 grant, including applications for the grant funding for the Work, reporting project status to the grantor agency, and providing oversight of the Federalized work program. Provide Environmental Consultation and Oversight: Provide consultation and oversight to the CITY on NEPA/CEQA issues, and other Federal or State environmental or project development processes as required, including timely review and comment on: rn Draft Request for Proposals (prior to the issuance by City). []Project Implementation Plan and any revisions. []EIR/EA Project Description and any revisions. 2. FUNDING The funding for the Work provided by FTA Grant No. CA-03-0635-00 shall be as follows: Federal Transit Administration Funds (Grant Funds): City of Palo Alto Funds (Required Loca! Match): Total $247,507 (80%) 61,877 (20%) $309,384 (100%) CITY shall contribute local matching funds in the amount of $61,877 The Total Budget of $309,384 shall be divided into two components: ¯ Third Party Contracting, to be used by CITY to fund third party contracts to complete the Work, and ¯Project Administration, to be used by VTA for project administration, and consultation and oversight activities related to the Work. CITY and VTA agee to budget $278,384 for Third Party Contracting for xvhich VTA will provide Grant Funds in an amount not to exceed $222,707 and CITY xvill contribute $55,677 in City of Palo Alto Funds. CITY and VTA a~ee to budget $31,000 for VTA Project Administration activities for which VTA will retain $24,800 in Grant Funds and CITY will contribute $6,200 in City of Palo Alto Funds. If the actual costs of the Work exceed the Total Budget, CITY shall provide the additional funding necessary to complete the Work. CITY shall also provide additional funding to pay for any Work expenditures determined to be Federally ineligible. No VTA funds (as distinct from Grant funds) shall be used to fund the Work. VTA shall determine the disposition of excess Grant Funds if actual costs are less than the Total Budget. CITY local match savings shall remain with CITY. CITY’s interest in the Federal funds shall terminate upon grant ageement Work completion or upon VTA’s close out of the Federal grant funding the Work, whichever occurs first. 3.COMPLIANCE WITH LAWS CITY shall comply with all laws, statutes, ordinances, rules, regulations or requirements of the federal, state and local governments, and any agencies thereof, which relate to or in any manner affect the performance of this Agreement. 49 CFR Part 18, "Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments," Circular 4220.1E of the Federal Transit Administration (FTA), Circular 5010.1C of the FTA and the FTA Master Agreement (Form FTA MA (9), October 1, 2002) are each incorporated herein by reference as though set forth in full, and shal! govern this Agreement. All requirements imposed upon VTA as a federal "grantee" or "recipient" contained in the FTA Grant Agreement, Exhibit E, are hereby imposed upon CITY, and those rights reserved by DOT, FTA or Government are hereby reserved by VTA. 4 4.ACCOMPLISHMENT OF WORK CITY shall accomplish the Work in a timely manner and in conformance ~vith the schedule and Budget contained herein, and in compliance with all other terms and conditions of this Ageement. CITY shall complete the initial Project Description and initial Purpose and Needs Statement by June 1, 2006 and all CITY Scope of Work deliverables by March 31, 2007. 5.RECORD RETENTION AND AUDIT Record Retention: CITY will retain intact and accessible all data, documents, reports, records, contracts and supporting materials relating to the Project during the course of the Project and for three years thereafter. If any litigation, claim, negotiation, audit or other action related to the Project is started before the end of said three-year period, CITY shall retain Records for three years after completion and resolution of the action and all issues related to it. Access to Records: Upon request, CITY a~ees to permit VTA and the authorized representatives of the Secretary of Transportation and the Comptroller General of the United States, to inspect all Project work, materials, payrolls, and other data, and to audit the books, records, and accounts of the CITY and its contractors pertaining to the Project. In accordance with 49 U.S.C. § 5325(a), the CITY agees to require each third party contractor to permit VTA and the Secretary of Transportation and the Comptroller General of the United States, or their duly authorized representatives, to inspect all work, materials, payrolls, and other data and records involving that third party contract and to audit the books, records, and accounts involving that third party contract. Audit: CITY will provide thorough and complete accounting for all funds expended in the performance of the Work, consistent with 49 Code of Federal Regulations, Section 18.37(b). CITY shall be responsible for meeting audit requirements of the "Single Audit Act Amendments of 1996, 31 U.S.C§7501, et, seq., in accordance with OMB Circular A-133, "Audits of States, Local Governments, and Non-Profit Organizations", and any revision or supplement thereto. CITY shall annually submit to VTA one copy of its audit completed in accordance with the above-described single audit requirements ~vithin 30 days after completion of the audit, but not later than one year after the end of the audit period. 6. INVOICING VTA shall reimburse CITY for those services and expenses required to perform the Work in accordance with the Grant Budget. Reimbursement shall be in accordance with the cost principles set forth in Office of Management and Budget Circular A-87, Revised, Cost Principles Applicable to Grants and Contracts with State and Local Governments and for eligible costs as described in FTA Circular 5010.1C. Once the Grant Funds are available, CITY shall invoice VTA once a month for the Work. Each invoice shall be accompanied by all applicable supporting documentation, such as consultant invoices. Progress payments shall be made for actual work performed. No advance payments shall be made. VTA shall pay CITY within 30 days after receipt of the invoice. For VTA incurred Project expenses, VTA will invoice CITY once a month for the local 20% match contribution of the total cost of VTA work performed. Each invoice will be accompanied by applicable supporting documentation for the scope of~vork being invoiced. CITY shall pay VTA within 30 days after receipt of the invoice. 7.PROJECT REPORTING Narrative Pro~ess Report: CITY shall prepare for VTA a narrative progress report covering accomplishments at regular three-month periods. This report will be used as a reporting tool for VTA and also will serve as a submittal as required by the Federal Transit Administration. These periodic reports shall contain a narrative description of work completed during the period; tasks expected to be performed during the next period; and explanations of problems or delays encountered or anticipated. Narrative progress reports shall be emaited as a Microsoft Word attachment. Financial Status Report: CITY shall prepare a financial status report to VTA covering the same reporting periods specified in above. These reports shall include at least a balance sheet and a project expenditure statement by line item code. The Narrative Progress Report and the Financial Status Report shall be submitted for the following calendar quarters: January 1 - March 31 April 1 - June 30 Julyl - September 30 October 1 - December 31 The Reports shall be delivered to Pedro Guzman, Programming and Grants, within 10 working days period. Senior Transportation Planner - after the end of each reporting 8.SEPARATE ACCOUNTING The CITY agrees to establish and maintain for the Work either a separate set of accounts, or separate accounts within the framework of an established accounting system, that can be identified with the Work, in accordance with applicable Federal regulations and other requirements that the Federal Transit 6 Administration (FTA) may impose. The CITY agrees that all checks, payrolls, invoices, contracts, vouchers, orders, or other accounting documents related in whole or in part to the Work shall be clearly identified, readily accessible and available to the VTA or FTA upon their request, and, to the extent feasible, kept separate from documents not related to the Work. 9. THIRD PARTY CONTRACTING PROCEDURE CITY shall solicit and award the Work in accordance with the requirements included in 49 CFR Section 18.36 and FTA Circular 4220.1E. CITY shall include FTA requirements in the solicitation documents including requirements for DBE (Disadvantaged Business Enterprise) participation. 10. PROJECT IMPLEMENTATION AND ACCEPTANCE CITY shall administer the Work, pay contractors and provide contract administration services for the work in accordance with the provisions outlined in this Agreement. VTA shall monitor the progress of the Grant Project and shall be apprised of any contract amendments, cost overruns or contractor claims. Upon substantial completion, CITY shall schedule a meeting with VTA to go over final consultant deliverables evidencing Work completion. 11. WORK CLOSEOUT CITY shall complete Work Closeout activities in accordance with Federal grant requirements within 60 calendar days of the completion of the grant funded scope of work, or upon VTA’s direction, whichever occurs first. 12. INDEMNIFICATION / MUTUAL HOLD HARaMLESS Pursuant to Government Code Section 895.4, each of the parties hereto shall fully indemnify and hold each of the other parties, their officers, employees and agents harmless from any damage or liability imposed for injury (as defined by Government Section 810.8) occurring by reason of the negligent acts or omissions or willful misconduct of the indemnifying party, its officers, employees or agents, under or in connection with any work, authority or jurisdiction delegated to such party under this Agreement. No party, nor any officer, employee or agent thereof, shall be responsible for any damage or liability occurring by reason of the negligent acts or omissions or willful misconduct of the other parties hereto, their officers, employees or agent, under or in connection with any work, authority or jurisdiction delegated to such other parties under this Agreement. 7 13. NOTICE Any notices required to be given hereunder, or which any party may wish to give, shall be in writing and shall be personally delivered or sent by fax, certified or registered mail, postage prepaid, addressed as follows: City of Palo Alto 250 Hamilton Avenue Palo Alto, CA 94301 Attention: City Manager And Santa Clara Valley Transportation Authority 3331 North First Street San Jose, CA 95134 Attention: Carolyn Gonot, Chief Development Officer 8 IN WITNESS WHEREOF, this Ageement is executed by CITY and VTA. CITY OF PALO ALTO (CITY) By: Judy Kleinberg, Mayor SANTA CLARA VALLEY TRANSPORTATION AUTHORITY (VTA) General Manager APPROVED AS TO FORM: Senior Assistant City Attorney APPROVED AS TO FORM: Counsel 9 EXHIBIT A PROJECT DESCRIPTION "The Project" includes the preparation of environmental studies and documents, conceptual engineering, and related activities to support the environ_mental review and approval process for an Environmental Impact Statement/Environmental Impact Report (EIS/EEK) for the Palo Alto Intermodal Terminal Center (PAITC) Project described belo~v: The PAITC site comprises the University Avenue Caltrain Station and rail infrastructure (trestle, tracks, platforms), the adjacent bus transfer center, and adjoining streets right-of- way. The site functions as a "gateway" to both downtown Palo Alto and the Stanford University Campus. The site is also in close proximity to a regional shopping center and the realon s largest outpatient medical clinic. Seventy-six rai! passenger trains and over 600 buses currently serve the center each workday. The Palo Alto Bike Station (which stores approximately 1,000 bicycles each month) is also located at the center. The PAITC conceptual plan is described in the Palo Alto Intermoda! Transit Center Study, (July 2002) prepared by the City of Palo Alto and Stanford University, and consists of both transportation elements and community amenities. Transportation elements include expanded rail and bus passenger service capacity, an at-grade intersection of Alma Street and University Avenue, the re-design of University Avenue between Alma and Palm Drive, and provision of a bicycle and pedestrian under-crossing of Caltrain near Alma and Everett. Community amenities include an urban park and civic space, public art, and urban design features. Specifically, the PAITC conceptual plan proposes two options for developing the multi- modal center. Both options transform University Avenue between Alma and Palm Drive into an oval loop enclosing a public park, accommodate an increase from two to four rail commuter tracks, and expand the existing bus transfer area. Option 1 retains the buses in their current location. Option 2 relocates a!l bus and shuttle transfers to the level below the tracks. 10 EXHIBIT B CA-03-0635-00 GRANT AGREEMENT Attached is a copy of the CA-03-0635-00 pant a~eement awarded on July 23, 2003 and executed by VTA on July 29, 2003. 11 DOT U.S. Department of Transportation FTA Federal Transit Administration Application for Federal Assistance Recipient ID: Recipient Name: Project ID: Budget Number: Project Information: 1674 SANTA CLARA VALLEY TRANSPORTATION AUTHORITY CA-03-0635-00 1 - Budget Prior Approved Palo Alto Intermodal Transit Center Part 1" Recipient Information Project Number: Recipient ID: Recipient Name: Address: Telephone: Facsimile: CA-03-0635-00 1674 SANTA CLARA VALLEY TRANSPORTATION AUTHORITY 3331 NORTH FIRST ST., SAN JOSE, CA 95134 1906 (408) 321-5555 (408) 971-1013 Union Information Recipient ID: Union Name: Address 1 : Address 2: City: Contact Name: Telephone: Facsimile: E-mail: Website: 1674 TRANSPORTATION AUTHORITY ENGINEERS AND ARCHITECTS" ASSOCIATION (TAEA) P.O. Box 640435 Wes.Troy@vta.org San Jose, CA 95164 0435 Wes Toy (408) 321-5835 (408) 956-9006 Wes.Toy@vta.org Recipient ID:1674 Union Name:SERVICE EMPLOYEES INTERNATIONAL UNION (SEIU) LOCAL 715, AFL-CIO Address 1 :2302 Zanker Road https ://ftateamweb~fta~d~t.g~v/teamweb/App~icati~ns/ViewPrint/ViewPrintRes~asp?GUID~.~ 1/23/2006 Address 2: City: Contact Name: telephone: Facsimile: E-mail: Website: seiu715@seiu715.org San Jose, CA 95131 2021 Charles Allen (408) 954-8715 (408) 954-1538 seiu715@seiu715.org Recipient ID:1674 Union Name:AMALGAMATED TRANSIT UNION, LOCAL 265 Address 1:1590 La Pradera Drive Address 2:Ioca1265@earthlink.net I City:Campbell, CA 95008 1533 Contact Name:Alan Triplett Telephone:(408) 874-0900 Facsimile:(408) 874-0907 E-mail:loca1265@earthlink.net Website: Part 2: Project Information Project Type:Grant Project Number:CA-03-0635-00 Palo Alto Intermodal TransitProject Description:Center Other GovernmentalRecipient Type:Organization FTA Project Mgr:John Hunt 415-744-2597 Recipient Contact:Maria Marinos 408-321-5773 New/Amendment:None Specified Amend Reason:Initial Application Fed Dom Asst. #:20500 Sec. of Statute:5309 State Appl. ID:None Specified Start/End Date:Sep. 30, 2003 - Sep. 30, 2005 Recvd. By State:Jun. 12, 2003 EO 12372 Rev:Not Applicable Review Date:May. 01,2003 Planning Grant?:NO Gross Project Cost: Adjustment Amt: Total Eligible Cost: Total FTA Amt: Total State Amt: Total Local Amt: Other Federal Amt: Special Cond Amt:i $309,384 $o $309,384 $247,507 $o $61,877 $0 Special Condition:None Specified S.C. Tgt. Date:None Specified S.C. Eft. Date:None Specified Est. Oblig Date:12-Aug-2003 Pre-Award Authority?:Yes Fed. Debt Authority?:No Final Budget?:No https ://ftateamweb~fta~d~t~g~v/teamweb/App~icati~ns/ViewPrint/ViewPrintRes.asp?GUID... 1/2312006 Program Date (STIP/UPWP/FTA Prm Plan) Program Page: Application Type: Supp. Agreement?: No Debt. Delinq. Details: Jun. 02, 2003 None Specified Electronic Urbanized Areas UZA ID UZA Name 60250 SAN JOSE, CA Congressional Districts State ID 6 6 6 6 6 6 6 District Code 10 11 13 14 15 16 17 District Official Ellen O Tauscher Richard W Pombo Fortney Stark Anna G Eshoo Mike Honda Zoe Lofgren Sam Farr Project Details PALO ALTO INTERMODAL TRANSIT CENTER - Conceptual Engineering/Environmental Assessment 1. PROJECT INCLUDED IN AN APPROVED FSTIP: MTC TIP NO.: 2003-00; 2003-03 MTC PROJECT NO: JPB010001 MTC PROJECT NAME: PALO ALTO INTERMODAL TRANSIT CENTER MTC TIP APPROVAL DATE: 10/23/2002; 4/23/2003 FTA/FHWA FTIP APPROVAL: 11/24/2002; 6/2/2003 Overall Project: The site comprises the University Avenue Caltrain Station and rail infrastructure (trestle, tracks, platforms), the adjacent bus transfer center, and adjoining streets right-of-way. The site functions as a "gateway" to both downtown Palo Alto and the Stanford University Campus. The site is also in close proximity to a regional shopping center and the region’s largest outpatient medical clinic. Seventy-six rail passenger trains and over 600 buses currently serve the center each workday. The Palo Alto Bike Station (which stores approximately 1,000 bicycles each month) is also located at the center. The Palo Alto Intermodal Transit Center (PAITC) conceptual plan consists of both transportation elements and community amenities. Transportation elements include expanded rail and bus passenger service capacity, an at- grade intersection of Alma Street and University Avenue, the re-design of University Avenue between Alma and https://ftateamweb, fta.dot.gov/teamweb/Applications/ViewPrint!ViewPrintRes.asp ?GUID... 1/23/2006 Palm Drive, and provision of a bicycle and pedestrian under-crossing of Caltrain near Alma and Everett. Community amenities include an urban park and civic space, public art, and urban design features. Specifically, the PAITC conceptual plan proposes two options for developing the multi-modal center. Both options transform University Avenue between Alma and Palm Drive into an oval loop enclosing a public park, accommodate an increase from two to four rail commuter tracks, and expand the existing bus transfer area. Option 1 retains the buses in their current location. Option 2 relocates all bus and shuttle transfers to the level below the tracks. For more detailed information see the Palo Alto Intermodal Transit Center Study, jointly prepared by the City of Palo Alto and Stanford University (July 2002). The study provides details on the preliminary design and implementation concepts of the project. Grant Project Description: The funds requested in this grant application will be used towards the costs of further project development, conceptual engineering and environmental assessment of the Palo Alto Intermodal Transit Center project (PAITC). Santa Clara Valley Transportation Authority is requesting a total of $247,507 in FTA Section 5309 Bus and Bus Facility funds that were earmarked by Congress for this project in FFY 2002. Project Justification: This project received a Congressional earmark in the FFY 2002 Transportation Appropriations Bill under the FTA Section 5309 Bus and Bus Facility Program. The Palo Alto Intermodal Transit Center Project is currently in the conceptual design phase. The two options proposed in the Palo Alto Intermodal Transit Center Study are conceptual plans. Thus further project development, environmental assessment and preliminary engineering are necessary at this time. The benefits of implementing the Palo Alto Intermodal Transit Center include a reduction of between 1,500 and 3,000 vehicles commuting to and from Palo Alto each weekday; enhanced safety for bicyclists, pedestrians, and motorists in the train station environs; visual amenities and provision of new civic space; improved way finding for visitors; and safe pleasant linkages between Palo Alto, The Stanford Campus, and the Stanford Shopping Center. There is significant community support for the project. The Palo Alto Intermodal Transit Center (PAITC) Design Development and Feasibility Study was a joint initiative of the City of Palo Alto and Stanford University. Major funding for the work was provided by a State of California Petroleum Escrow Violation Account grant, supplemented by equal contributions from the City of Palo Alto and Stanford. A Steering Committee I~rovided policy guidance and a Development Team technical oversight throughout the study process. The Steering Committee consisted of representatives from the City of Palo Alto, Stanford University, regional transit operators, the Chamber of Commerce, Palo Alto residents, the Palo Alto Bicycle & Pedestrian Advisory Committee. Grant Project Funding FFY 2002 Sect. 5309 Bus Program: $247,507 (80%) Local Funds: $61,877 (20%) Total: $309,384 (100%) Grant Project Budget Scope: 137-000 Bus & Bus Facility - Fed share: $247,507 Activity Line Items: 13.71.01 Third Party/Prelim Eng. - Fed share: $222,707 13.79.00 Project Administration - Fed share: $ 24,800 THE FOLLOWING IS APPLICABLE TO ALL ACTIVITIES PROPOSED IN THIS GRANT APPLICATION: 1) Projects included in an approved FSTIP: Yes, see above. https://ftateamweb.fta.dot.gov/teamweb/Applications/ViewPrint/ViewPrintRes.asp ?GUID... 1/23/2006 2) NEPA Findings: The grant project is qualifies for Catagorical Exclusion under NEPA. The funds will be used towards the costs of further project development, conceptual engineering and environmental assessment for the Palo Alto Transit Center project. 3) Project Description/Justification: See above. 3a) Identify sub-recipients: None. 3b) Identify amounts/types to be awarded to sub-recipients: None. 3c) Project description/justification: See above. 3d) Identify location of all activities: All program activities will occur within the boundaries of Santa Clara VTA’s service area. The site comprises the University Avenue Caltrain Station and rail infrastructure, the adjacent bus transfer center and adjoining streets right of way. 3e) Identify all service providers that use the project in transit operations: See Project Detail above. 30 Identify other transit providers in the area: Not Applicable. 3g. Identify all labor organizations representing employees of the recipient, any sub-recipient, and any employees of other transportation providers in the service area: See Recipient information in TEAM. 3h) For Job Access & Reverse Commute projects, identify the populations of the urbanized area served by the project: Not Applicable. " 3i) Provide contact information for recipient and union information for employees of grant recipient and other transit providers: See Recipient Information in TEAM. 4) Secure local Match: The Santa Clara VTA Board of Directors approved submittal of this application at their meeting on January 9, 2003. The local match will be provided by the City of Palo Alto per Cooperative Agreement between the City of Palo Alto and VTA for the Palo Alto Intermodal Transit Center Project (PAITC). 5) Budget Line Items identifying federal share: See above. 6) Budget Line Items that match FSTIP: See above. 7) FTIP identification/amendment number: JPB010001-03-00 8) Current civil rights submissions: See the Civil Rights section of the Recipients page in TEAM. 9) MPO Concurrence: A letter from MTC will be submitted under separate cover. 10) Flex fund transfer from FHWA: Not Applicable. 11 )Recipient data: See the Recipients page in TEAM for current information Part 3: Budget Proiect Budg~ I https://ftateamweb, fta.dot.gov/teamweb/Applications/ViewPrint!ViewPrintRes.asp?GUID... 1/2312006 Quantity I FTA AmountI Tot. Elig. Cost SCOPE 113-00 BUS - STATION/STOPSfTERMINALS ACTIVITY 11.79.00 PROJECT ADMINISTRATION 11.71.01 PRELIMINARY ENGINEERING - 3RD PARTY 0 $247,507.00 $309,384.00 $24,800.00 $222,707.00 $31,000.00 $278,384.000 Estimated Total Eligible Cost:I $309,384.00 Federal Share:I Local Share: I $247,507.00 $61,877.00 OTHER (Scopes and Activities not included in Project Budget Totals) None SOURCES OF FEDERAL FINANCIAL ASSISTANCE UZA Accountin,q FPC FY SEC Previously I__D Classification Approved 60060 2002.47.03.31.1 00 2003 03 $0.00 Amendment TotalAmount $247,507.00 $247,507.00 Total Previously Approved:$0.00 Total Amendment Amount:$247,507.00 Total from all Funding Sources:$247,507.00 Alternative Fuel Codes Extended Budget Descriptions 113-001BUS-STAT,ON/STOPS/TERM,NALS I 01 $247.507.001 $309,384.00 FY 2002 Section 5309 Bus/Bus Facility Earmark TIP ID: JPB010001 Sect. 5309:$247,507 (80%) 11.79.00 Prj Adm $ 24,800 11.71.01 Pre Eng $222,707 Local Funds $61,877 (20%) https:~~ftateamweb~~a~d~t~g~v~teamweb/App~icati~ns/ViewPrint~qewPrintRes.asp?GUID... 112312006 I Changes since the Prior Budget Unable to find change amount information. Part 4. Milestones 11.79.00 PROJECT ADMINISTRATION $24,800 $31,000 1.i 2. 3. Milestone Description RFP/IFB Issued Contract Award Contract Complete Est.Comp. Date Sep. 30,2003 Nov. 30,2003 Jun. 30,2005! 11.71.01 PRELIMINARY ENGINEERING - 3RD PARTY $222,707 $278,384 I Milestone Description !Contract Complete RFP/IFB Issued Contract Award Est.Comp. Date Sep. 30,2003 Nov. 30,2003 Jun. 30,2005 Part 5. Environmental Findings 117900 PROJECT ADMINISTRATION $24,800 $31,000 Finding No. 1 - Class II(c) C01 - Engineering/Design/Planning/Tech.Studies Activities which do not involve or lead directly to construction, such as planning and technical Studies; projects for training and research programs; planning activities eligible for assistance listed in 23 U.S.C. 134, 135, and 307(c); planning activities related to approval of a unified work program and any findings required in the planning process pursuant to 23 C.F.R. Part 450, activities for state planning and research programs pursuant to 23 C.F.R. Part 420; engineering to define the elements of a proposed action or alternatives so that social, economic, and environmental effects can be assessed.\n\n Finding Details:The grant funds will be used towards the costs of further project development, conceptual engineering, and environmental assessment of the Palo Alto Intermodal Transit Center project. 117101 PRELI MINARY ENGINEERING - 3RD PARTY $222,707 $278,384 https://ftateamweb, fta.dot.gov/teamweb/Applications/ViewPrint!ViewPrintRes.asp?GUID... 1123/2006 Finding No. 1 - Class II(c) C01 - Engineering/Design/Planning/Tech.Studies Activities which do not involve or lead directly to construction, such as planning and technical studies; projects for training and research programs; planning activities eligible for assistance listed in 23 U.S.C. 134, 135, and 307(c); planning activities related to approval of a unified work program and any findings required in the planning process pursuant to 23 C.F.R. Part 450, activities for state planning and research programs pursuant to 23 C.F.R. Part 420; engineering to define the elements of a proposed action or alternatives so that social, economic, and environmental effects can be assessed.\n\n Finding Details:The grant funds will be used towards the costs of further project development, conceptual engineering, and environmental assessment of the Palo Alto Intermodal Transit Center project. Part 6: Fleet Status No information found. Part 7. FTA Comments General Review Comment Title:New Comment Comment By:Ingrid Libao Date Created:Jun. 11,2003 Date Updated:!None Specified Ref Section:Unknown Comment:The Office of Civil Rights concur in the approval of grant application, Santa Clara Valley Transportation Authority, CA-03-0635. Ingrid Libao for [DJ 6/11/03] Part 8: Results of Reviews The reviewer did not find any errors Part 9: Agreement UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION FEDERAL TRANSIT ADMINISTRATION GRANT AGREEMENT (FTA G-9, October 1, 2002) On the date the authorized U.S. Department of Transportation, Federal Transit Administration (FTA) official’s https:llftateamweb~fta.d~t.g~v/teamweb~App~icati~ns~ViewPrint/ViewPrintRes.asp?GUID... 112312006 electronic signature is entered for this Grant Agreement, FTA has Awarded Federal assistance in support of the Project described below. Upon Execution of this Grant Agreement by the Grantee named below, the Grantee affirms this FTA Award, and enters into this Grant Agreement with FTA. The following documents are incorporated by reference and made part of this Grant Agreement: (1) \"Federal Transit Administration Master Agreement,\" FTA MA(9), October 1,2002, [http ://www.fta.dot.govllibraryllegallagreements/2OO31ma.html]; and (2) Any Award notification containing special conditions or requirements, if issued. FTA OR THE U.S. GOVERNMENT MAY WITHDRAW ITS OBLIGATION TO PROVIDE FEDERAL ASSISTANCE IF THE GRANTEE DOES NOT EXECUTE THIS GRANT AGREEMENT WITHIN 90 DAYS FOLLOWING THE DATE OF THIS FTA AWARD AS SET FORTH ON THE NEXT PAGE. FTA AWARD FTA hereby awards a Federal grant as follows: Project No: CA-03-0635-00 Grantee: SANTA CLARA VALLEY TRANSPORTATION AUTHORITY Citation of Statute(s) Authorizing Project: 49 USC 5309 - Capital Program Grant and Loans Estimated Total Eliqible Cost (’in U.S. Dollars): $309,384 Maximum FTA Amount Approved [Includinq All Amendments] (’in U.S. Dollars): $247,507 Amount of This FTA Award (’in U.S. Dollars): $247,507 Maximum Percentagle(s) of FTA Participation: Percentages of Federal participation are based on amounts included in the Approved Project Budget, modified as set forth in the text following the Project Description below. Date of U.S. Department of Labor Certification of Transit Employee Protective Arranqements: Original Project Certification Date: 7/3/2003 The PROJECT DESCRIPTION includes information describing the Project within the Project Application submitted to FTA and the Approved Project Budget, modified by any additional statements herein. Proiect Description: Palo Alto Intermodal Transit Center Awarded By: Leslie Rogers Regional Administrator FEDERAL TRANSIT ADMINISTRATION U.S. DEPARTMENT OF TRANSPORTATION 07/23/2003 EXECUTION OF GRANT AGREEMENT The Grantee, by executing this Grant Agreement, affirms this FTA Award; adopts and ratifies all statements, representations, warranties, covenants, and materials it has submitted to FTA; consents to this FTA Award; and agrees to all terms and conditions set forth in this Grant Agreement. https://ftateamweb~fta~d~t~g~v/teamweb/App~icati~ns/ViewPrint~iewPrintRes.asp?GU~D... 1/23/2006 Executed by: Peter M Cipolla General Manager SANTA CLARA VALLEY TRANSPORTATION AUTHORITY 07/29/2003 https ://ftateam~veb.fta.d~t.g~v/team;veb/App~icati~nsFViewPrint~ViewPrintRes.asp?GUID... 1/23/2006 Federal Transit Administration Master Agreement, FTA MA (9) October 1, 2002 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION FEDERAL TRANSIT ADMINISTRATION MASTER AGREEMENT For Federal Transit Administration Agreements authorized by 49 U.S.C. §§ 5301 et seq., Title 23, U.S.C. (Highways), the National Capital Transportation Act of 1969, as amended, the Transportation Equity Act for the 21st Century, 23 U.S.C. § 101 note, or other Federal enabling legislation FTA MA(9) October 1, 2002 TABLE OF CONTENTS SECTION Section 1. Section 2. Section 3. TITLE Definitions. Project Implementation. a. General Requirements. b. U.S. DOT Administrative Requirements. c. Application of Federal, State, and Local Laws and Regulations. d. Recipient’s Primary Responsibility to Comply with Federal Requirements. e. Recipient’s Responsibility to Extend Federal Requirements to Other Entities. f. No Federal Government Obligations to Third Parties. g. Changes in Project Performance (Le., Disputes, Breaches, Defaults, or Litigation). Ethics. PAGE 8 11 11 11 12 12 13 14 14 14 http ://www.t~a.dot.gov/3990_8358_ENG_Printable.htm 1/23/2006 Section 4. Section 5. Section 6. Section 7. Section 8. a. Code of Ethics. b. Debarment and Suspension. c. Bonus or Commission. d. Lobbying Restrictions. e. Employee Political Activity. f. False or Fraudulent Statements or Claims. Federal Financial Assistance. a. "Net Project Cost." b. Other Basis for FTA Participation. Local Share. a. Restrictions on the Source of the Local Share. b. Duty to Obtain the Local Share. c. Calculation of the Local Share. d. Reduction of the Local Share. Approved Project Budget. Accounting Records. a. Project Accounts. b. Funds Received or Made Available for the Project. c. Documentation of Project Costs and Program Income. d. Checks, Orders, and Vouchers. Reporting, Record Retention, and Access. a. Types of Reports. b. Format Requirements for Reports. 14 15 15 15 16 16 16 16 17 17 17 17 17 17 17 18 18 18 18 18 18 18 18 http ://www. fta.dot.gov/3990_8358_ENG_Printable.htm 1/23/2006 c. Record Retention. d. Access to Records of Recipients and Subrecipients. e. Project Closeout. Section 9.Payments. a. Recipient’s Request for Payment. b. Payment by FTA. c. Costs Reimbursed. d. Bond Interest and Other Financing Costs. e. Excluded Costs. f. Federal Claims, Excess Payments, and Disallowed Costs, including Interest. g. De-obligation of Funds. Section 10. Project Completion, Audit, Settlement, and Closeout. a. Project Completion. b. Audit of Recipients. c. Funds Due the Federal Government. d. Project Closeout. Section 11. Right of the Federal Government to Terminate. Section 12. Civil Rights. a. Nondiscrimination in Federal Transit Programs. b. Nondiscrimination -- Title VI of the Civil Rights Act. c. Equal Employment Opportunity. d. Disadvantaged Business Enterprise. e. Nondiscrimination on the Basis of Sex. 19 19 19 19 19 20 21 22 23 23 24 24 24 25 25 25 25 26 26 26 26 27 27 http ://www. fta.dot.gov/3990_8358_ENG_Printable.htm 112312006 Section 13. f. Nondiscrimination on the Basis of Age. g. Access Requirements for Persons with Disabilities. h. Drug or Alcohol Abuse - Confidentiality and Other Civil Rights Protections. i. Access to Services for Persons with Limited English Proficiency j. Environmental Justice. k. Other Nondiscrimination Statutes. Planning and Private Enterprise. a. FTA Requirements. b. Governmental and Private Nonprofit Providers of Nonemergency Transportation. c. Infrastructure Investment. Section 14. Preference for United States Products and Services. a. Buy America. b. Cargo Preference--Use of United States-Flag Vessels. c. Fly America. Section 15. Procurement. a. Federal Standards. b. Project Approval/Third Party Contract Approval. c. FTA Technical Review. d. Exclusionary or Discriminatory Specifications. e. Bus Seat Specifications. f. Clean Air and Clean Water. g. Preference for Recycled Products. h. Geographic Restrictions. 28 28 29 29 29 29 29 29 29 30 30 30 30 30 30 30 30 31 31 31 31 31 31 http ://www. fta.dot.gov/3 990_8358_ENG_Printable.htm 1/23/2006 i. Architectural, Engineering, Design, or Related Services. j. Force Account. k. Award to Other than the Lowest Bidder. I. Rolling Stock. m. Bonding. n. Notification of Federal Participation. o. Access to Third Party Contract Records. p. National Intelligent Transportation Systems Architecture and standards. q. Federal Supply Schedules. r. Neutrality in Labor Relations. s. Electronic and Information Technology Section 16. Leases. a. Capital Leases. b. Leases Involving Certificates of Participation. c. Cross-Border Leases. Section 17. Patent Rights. a. General. b. Federal Rights. Section 18. Rights in Data and Copyrights. a. Definition. b. Federal Restrictions. c. Federal Rights in Data and Copyrights. d.Special Federal Rights in Data for Research, Development, Demonstration, and Special Studies (Planning) Projects. 31 32 32 32 32 32 33 33 33 33 33 33 33 33 34 34 34 34 34 34 34 35 35 http://www.fta.dot.gov/3990_8358_ENG_Printable.htm 1/23/2006 e. Hold Harmless. f. Restrictions on Access to Patent Rights. g. Data Developed Without Federal Funding or Support. h. Statutory Requirements to Release Data. Section 19. Use of Real Property, Equipment, and Supplies. a. Use of Project Property. b. General Federal Requirements. c. Maintenance. d. Records. e. Encumbrance of Project Property. f. Transfer of Project Property. g. Disposition of Project Property. h. Insurance Proceeds. i. Transportation - Hazardous Materials. j. Misused or Damaged Project Property. k. Obligations After Project Closeout. Section 20. Insurance. a. Minimum Requirements. b. Flood Hazards. Section 21. Relocation. a. Relocation Protections. b. Nondiscrimination in Housing. c. Prohibition Against Use of Lead-Based Paint. 35 35 36 36 36 36 36 37 37 37 37 38 39 39 39 39 4O 4O 40 40 4O 4O 4O http ://www. fta.dot.gov/3990_8358_ENG_Printable.htm 1/23/2006 Section 22. Real Property. a. Land Acquisition. b. Covenant Assuring Nondiscrimination. c. Recording Title of Real Property. d. FTA Approval of Changes in Real Property Ownership. Section 23. Construction. a. Drafting, Review, and Approval of Construction Plans and Specifications. b. Supervision of Construction. c. Construction Reports. d. Project Management for Major Capital Projects. e. Seismic Safety. Section 24. Employee Protections. a. Construction Activities. b. Activities Not Involving Construction. c. Activities Involving Commerce. d. Transit Employee Protective Arrangements. Section 25. Environmental Requirements. a. Environmental Protection. b. Air Quality. c. Clean Water. d. Use of Public Lands. e. Wild and Scenic Rivers. f. Coastal Zone Management. 4O 4O 41 41 41 41 41 41 41 41 41 41 41 42 42 42 43 44 44 44 45 45 45 http ://www. fta. dot.gov/3990_8358_ENG_Printab le.htm 1/23/2006 g. Wetlands. h. Floodplains. i. ¯ Endangered Species. j. Historic Preservation. k. Environmental Justice. I. Mitigation of Adverse Environmental Effects. Section 26. Energy Conservation. Section 27. State Management and Monitoring Systems. Section 28. Charter Service Operations. Section 29. School Transportation Operations. Section 30. Metric System. Section 31. Substance Abuse. a. Drug-Free Workplace. b. Alcohol Misuse and Prohibited Drug Use. Section 32. State Safety Oversight of Rail Fixed Guideway Public Systems. Section 33. Seat Belt Use. Section 34 Protection of Sensitive Security Information. Section 35. Special Requirements for Urbanized Area Formula Projects. a. Fares and Services. b. Audit Requirements. c. Half-Fare Requirements. d. Procurement of an Associated Capital Maintenance Product. e. Transit Security. 45 45 45 45 46 46 46 46 46 47 47 47 47 47 47 47 48 48 48 48 48 48 49 http ://www. fta.dot.gov/3990_8358_ENG_Printable.htm 1/23/2006 f. Restrictions on the Use of Formula Assistance for Operations.49 g. Reporting Requirements.49 h. Criminal Sanctions.49 Section 36. Special Requirements for Elderly and Persons with Disabilities Formula Projects.49 a. Eligible Subrecipients.49 b. State Procedures.49 c. Eligible Project Activities.50 d. Transfer of Assets.50 Section 37. Special Requirements for Nonurbanized Area Formula Projects.50 a. State Procedures.50 b. Eligible Project Activities.50 c. Transfer of Assets.50 d. Restrictions on the Use of Formula Assistance for Operations.50 e. Intercity Transportation.51 Section 38. Special Requirements for Clean Fuels Formula Projects.51 a. General Requirements.51 b. Requirements to Use Clean Fuels.51 c. Limitations on the Use of Funds.51 Special Requirements for Research, Development, Demonstration, and SpecialSection 39. Studies (Planning) Projects.51 a. Project Report. b. Project Identification. c. Protection of Human Subjects. d. Protection of Animals. 51 51 52 52 http://www.fta.dot.gov/3990_83 58_ENO_Pr~ntable.htm 1/23/2006 e. Export Control. Section 40. Special Requirements for Job Access and Reverse Commute Grant Projects. a. General Requirements. b. Restrictions on the Use of Grant Funds. Section 41. Special Requirements for Over-the-Road Bus Accessibility Projects. a. General Requirements. b. Special Requirements. c. FTA Notice. Section 42. Special Requirements for State Infrastructure Bank Projects. a. General Requirements. b. Limitations on Accessing Federal Assistance in the Transit Account. c. Latest Requirements Apply. Section 43. Special Requirements for TIFIA Projects Section 44. Disputes, Breaches, Defaults, or Other Litigation. a. Notification to FTA. b. Federal Interest in Recovery. c. Enforcement. d. FTA Concurrence. e. Alternative Dispute Resolution. Section 45. Amendments to the Project. Section 46. FTA’s Electronic Award and Management System. Section 47. Information Obtained Through Internet Links. Section 48. Severability. 52 52 52 52 52 53 53 53 53 53 53 53 54 54 54 54 54 54 54 54 55 55 55 http://www.fta.dot.gov/3990_8358_ENG_Printable.htm 1/23/2006 UNITED STATES DEPARTMENT OF TRANSPORTATION FEDERAL TRANSIT ADMINISTRATION MASTER AGREEMENT This is the official Master Agreement containing standard terms and conditions governing the administration of a Project supported with Federal assistance awarded by the Federal Transit Administration (FTA) through a Grant Agreement or Cooperative Agreement with the Recipient, or supported through a loan, loan guarantee, or line of credit provided by FTA. This Master Agreement applies to Federal assistance authorized by Federal transit laws codified at 49 U.S.C. §§ 5301 et seq.; Title 23, United States Code (Highways); or the Transportation Equity Act for the 21st Century, Pub. L. 105-178, June 9, 1998, 23 U.S.C. § 101 note, amended by the TEA-21 Restoration Act, Pub. L, 105-206, July 22, 1998, 23 U.S.C. § 101 note, other amendments to TEA-21, or other Federal enabling legislation administered by FTA. FTA and the Recipient understand and agree that not every provision of this Master Agreement will apply to every Recipient or every Project for which FTA provides Federal financial assistance through a Grant Agreement or Cooperative Agreement. The type of Project and the section of the statute authorizing financial assistance for the Project will determine which requirements apply. Nevertheless, the Recipient understands and agrees that it must comply with all applicable laws, regulations, and requirements. Any violation of a requirement applicable to the Recipient or its Project may result in penalties to the violating party; requirements that do not apply will not be enforced. This Master Agreement does not have an Expiration Date. Nevertheless, the provisions of this Master Agreement may be modified or superseded by subsequent Federal requirements or Grant Agreements, Cooperative Agreements, or Master Agreements. Thus, in consideration of the mutual covenants, promises, and representations herein, FTA and the Recipient agree as follows: Top Section 1. Definitions. a. Application means the signed and dated request for Federal financial assistance, including any amendment thereto, with all explanatory, supporting, and supplementary documents filed with and accepted or approved by the FTA by or on behalf of the Recipient. b. A__~p_rova_____[I, Authoriza_tion, Concurrence, Wa e_£r means a conscious written statement (transmitted in typewritten hard copy or electronically) of a Federal Government official authorized to permit the Recipient to take or omit an action http://www.fta.dot.gov/3990_8358_ENG_Printable.htm 1/23/2006 required by the Grant Agreement or Cooperative Agreement, which action may not be taken or omitted without such permission. Unless clearly stated otherwise, an approval, authorization, concurrence, or waiver permitting the performance or omission of a specific action does not constitute permission to perform or omit other similar actions. Oral permissions or interpretations have no legal force or effect. c. _A_p_p_rpve_d_Project B_udg~ means the most recent statement, approved by the FTA, of the costs of the Project, the maximum amount of Federal assistance for which the Recipient is currently eligible, the specific tasks (including specified contingencies) covered, and the estimated cost of each task. As used in the "Approved Project Budget," the term "Scopes" means categories and the term "Scope Level Codes" means category codes. Although "Scopes" and "Scope Level Codes" generally indicate the type of activities encompassed by the Project, the data listed under "Scopes" and "Scope Level Codes" (for example, quantities and time periods for operating assistance) do not necessarily reflect, and are not intended to be treated as, prima facie evidence of the precise limits or boundaries of a Project, unless stated otherwise. Consequently, the data listed under "Scopes" and "Scope Level Codes" will not always constitute the precise legal parameters of the scope of the Project. FTA reserves the right to consider other information in determining the "Scope of the Project" when that term is used for legal purposes. d. _.C_oo~perative Agreement means the instrument by which FTA awards Federal assistance to a specific Recipient to support a particular Project in which FTA takes an active role or retains substantial control, consistent with the requirements of 31 U.S.C. § 6305. The Cooperative Agreement consists of the FTA Award establishing the specific parameters of the Project, an Execution statement signed by the Recipient, and may include other Special Conditions, Requirements, or Provisions. This Master Agreement is incorporated by reference and made part of the Cooperative Agreement. e. Federal Government means the United States of America and any executive department or agency thereof. f. Federal Transit Administration also designates the former Urban Mass Transportation Administration. Any reference in any law, map, regulation, document, paper, or other record of the United States to the Urban Mass Transportation Administration is deemed a reference to the Federal Transit Administration. g. Federal Transit Administrator also designates the former Urban Mass Transportation Administrator. Any reference in any law, map, regulation, document, paper, or other record of the United States to the Urban Mass Transportation Administrator is deemed a reference to the Federal Transit Administrator. h. FTA is the acronym for the Federal Transit Administration, an operating administration of the U.S. Department of Transportation (U.S. DOT). "FTA" replaces the acronym "UMTA." i. FTA Directive includes any FTA circular, notice, order, or guidance providing information about FTA’s programs, application processing procedures, Project management guidelines, or other similar matters. In addition, certain U.S. DOT directives also apply to the Project. j. Grant Agreement means the instrument by which FTA awards Federal assistance to a specific Recipient to support a particular Project in which FTA does not take an active role or retain substantial control, consistent with the requirements of 31 U.S.C. http ://www.fta.dot.gov/3990_8358_ENG_Printable.htm 1/23/2006 § 6304. The Grant Agreement consists of the FTA Award establishing the specific parameters of the Project, an Execution statement signed by the Recipient, and may include other Special Conditions, Requirements, or Conditions. This Master Agreement is incorporated by reference and made part of the Grant Agreement. k. Local Government includes a public transit authority, as well as a county, municipality, city, town, township, special district, council of governments (whether or not incorporated as a private nonprofit organization under State law), regional or interstate government entity, or any agency or instrumentality thereof. 1. Project means the activity or activities (task or tasks) listed in Project Description, the Approved Project Budget, and any modifications set forth in the Conditions of Award in the Grant Agreement or Cooperative Agreement applicable to the Project, and any other Special Conditions, Requirements, or Provisions applicable to the Project. For the urbanized area formula program at 49 U.S.C. § 5307, the elderly and persons with disabilities formula program at 49 U.S.C. § 5310, and the nonurbanized area formula program, at 49 U.S.C. § 5311, the term "Project" encompasses both "Program" and "each Project within the Program," as the context may require. For purposes of legal interpretation andother matters, FTA reserves the right to consider information apart from data listed under "Scopes" and "Scope Level Codes" of the "Approved Project Budget" to determine what constitutes the Scope of the Project. In connection with a loan, loan guarantee, or line of credit financed with Federal assistance authorized for the Transportation Infrastructure Finance and Innovation Act of 1998, as amended, 23 U.S.C. §§ 181 et seq., "Project" means the transportation activities financed by that loan, loan guarantee, or line of credit. m. Recipient means the entity that receives Federal assistance directly from FTA to support the Project. The term "Recipient" includes each FTA "Grantee" as well as each FTA Recipient of a Cooperative Agreement. Except as FTA permits otherwise, the Recipient is the entire legal entity even if only a single organization within that entity is designated the Recipient in the Grant Agreement or Cooperative Agreement. Unless stated otherwise, in the case of a Recipient that is a consortium, partnership, or other multi-party entity, each participant in, member of, or party to that consortium, partnership, or multi-party entity is treated as a "Recipient" for purposes of compliance with applicable requirements of the Grant Agreement or Cooperative Agreement. n. Secretar’z means the U.S. DOT Secretary, including his or her duly authorized designee. o. Subagreement means an agreement through which a Recipient awards financial assistance derived from FTA to the subrecipient as defined in Subsection 1 .p of this Master Agreement below. The term "subagreement" also includes the term "subgrant," but does not include the term "third party subcontract." p. Subrecipient means any entity that receives Fedeial assistance awarded by a FTA Recipient, rather than FTA directly. The term "subrecipient" also includes the term "subgrantee," but does not include "third party contractor" or "third party subcontractor." q. Third Party Contract means a contract or purchase order awarded by the Recipient or subrecipient to a vendor or contractor, financed in whole or in part with Federal assistance awarded by FTA. r. Third Party Subcontract means a subcontract at any tier entered into by the third party contractor or third party subcontractor, financed in whole or in part with Federal http://www, fta.dot.gov/3 990_8358_ENG_Printable.htm 112312006 assistance originally derived from FTA. s. Transit means transportation by a conveyance, either publicly or privately owned, that provides regular and continuing general or special public transportation to the public, but does not include school bus, charter, or sightseeing transportation. The term "transit" also includes "mass transportation" and "public transportation." t. U.S. DOT is the acronym for the United States Department of Transportation, including its operating administrations. Section 2. Project Implementation. a. General Requirements. The Recipient agrees to carry out the Project as follows: (1) Project Description. The "Project Description" in the FTA Award section of the Grant Agreement or Cooperative Agreement describes the Project or Projects to be funded by that Grant Agreement or Cooperative Agreement. (2) Effective Date. Upon full Execution of the Grant Agreement, Cooperative Agreement, or any Amendment thereto by the Recipient, the effective date of that Grant Agreement, Cooperative Agreement, or Amendment is the date on which the FTA’s Authorized Official signs the Award for that Grant Agreement, Cooperative Agreement, or Amendment. The Recipient agrees to commence Project work promptly after receiving notice of Project approval. (3) Recipient’s Capacity. The Recipient agrees to maintain or acquire sufficient legal, financial, technical, and managerial capacity to plan, manage, and complete the Project, and provide for the use of Project facilities and equipment, to comply with the terms of the Grant Agreement or Cooperative Agreement, the Approved Project Budget, the Project schedules, the Recipient’s annual certifications and assurances to FTA, and all applicable Federal laws, executive orders, regulations, directives, and published policies governing the Project. (4) Completion Dates. The Recipient agrees to complete the Project in a timely manner. Nevertheless, except in the case of full funding grant agreements or as otherwise specified, milestone dates and other Project completion dates (either in electronic format or typewritten hard copy) are to be treated as good faith estimates rather than precise and firm legal obligations. b. U.S. DOT Administrative Requirements. The Recipient acknowledges that Federal administrative requirements differ based on the type of entity receiving Federal assistance: (1) A Recipient that is a State, a local government, or an Indian tribal government agrees to comply with U.S. DOT regulations, "Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments," 49 C.F.R. Part 18. (2) A Recipient that is an institution of higher education or a nonprofit organization agrees to comply with U.S. DOT regulations, "Uniform Administrative Requirements for Grants and Agreements with Institutions of Higher Education, Hospitals, and Other Non-Profit Organization.s," 49 C.F.R. Part 19. http://www.fta.dot.gov/3990_8358_ENG_Printable.htm 1/23/2006 (3) Except as FTA specifies otherwise, a Recipient that is a private for-profit organization agrees to comply with the "Uniform Administrative Requirements for Grants and Agreements with Institutions of Higher Education, Hospitals, and Other Non-profit Organizations," 49 C.F.R. Part 19. c. Application of Federal, State, and Local Laws and Requlations. (1) Federal Laws and Regulations. Federal law or laws authorizing Project approval (identified in the FTA Award section of the Grant Agreement or Cooperative Agreement) control Project implementation. The Recipient acknowledges that Federal laws, regulations, policies, and related administrative practices applicable to the Project on the date the authorized FTA official signs the Grant Agreement or Cooperative Agreement may be modified from time to time. In particular, new Federal laws, regulations, policies, and administrative practices may be promulgated after the date when the Recipient executes the Grant Agreement or Cooperative Agreement, and might apply to that Grant Agreement or Cooperative Agreement. The Recipient agrees that the most recent of such Federal requirements will govern the administration of the Project at any particular time, unless FTA issues a written determination otherwise. FTA’s written determination may be issued as a Special Condition, Requirement, or Provision or Condition of Award within the Grant Agreement or Cooperative Agreement, a change to an FTA directive, or a letter signed by the Federal Transit Administrator, the language of which modifies or otherwise conditions the text of a specific provision of this Master Agreement. To accommodate changing Federal requirements, the Recipient agrees to include notice in each agreement with each subrecipient and each third party contractor participating in the Project that Federal requirements may change and the changed requirements will apply to the Project as required, unless the Federal Government determines otherwise. All standards or limits within this Master Agreement are minimum requirements, unless modified by FTA. (2) _State, Territorial, and Local Law. Except when a Federal statute or regulation pre- empts State, local, or territorial law, no provision of the Grant Agreement, Cooperative Agreement, or this Master Agreement shall require the Recipient to observe or enforce compliance with any provision, perform any other act, or do any other thing in contravention of State, territorial, or local law. Thus if any provision or compliance with any provision of the Grant Agreement, Cooperative Agreement, or this Master Agreement violates State, territorial, or local law, or would require the Recipient to violate State, territorial, or local law, the Recipient agrees to notify FTA immediately in writing. Should this occur, FTA and the Recipient agree to make appropriate arrangements to proceed with or, if necessary, terminate the Project expeditiously. d. Recipient’s Primary_ Resp_o~ to Com_LoJy with Federal Requirements. Irrespective of participation by other parties in the Project, the Recipient continues to remain responsible to FTA for compliance with all Federal requirements imposed by Federal statute, regulations, executive orders, directives, published policies, this Master Agreement, and the Grant Agreement or Cooperative Agreement for the Project. (1) Significant Participation by a Third Party Contractor. Although the Recipient may enter into a third party contract in which the third party contractor agrees to provide property or services in support of the Project, or even carry out Project activities normally performed by the Recipient (such as in a turnkey contract), the Recipient continues to remain responsible to FTA for compliance with Federal requirements. (2) Significant Participation by a Subrecipient. Although the Recipient may delegate http://www.fta.dot.gov/3990_8358_ENG_Printable.htm 1/23/2006 any or almost all Project responsibilities to one or more subrecipients, the Recipient continues to remain responsible to FTA for compliance with Federal requirements. (3) Exce_ptions. The Recipient, however, is relieved of compliance with Federal responsibilities in the following two circumstances: (a) When the Designated Recipient of urbanized area formula program funds authorized for 49 U.S.C. § 5307 has entered into a Supplemental Agreement with FTA and a grantee covering the Project, the Designated Recipient is not responsible to FTA for compliance with Federal requirements in connection with the Project, or (b) When the Federal Government, through appropriate official action, relieves the Recipient of a portion of or all responsibility to the Federal Government. e. Recipient’s Responsibility to Extend Federal Requirements to Other Entities. (1) Entities Affected. Only the entities that are signatories to the Grant Agreement or Cooperative Agreement are parties to that agreement. To achieve compliance with certain Federal laws, regulations, or directives, however, other Project participants, such as subrecipients and third party contractors, will necessarily be affected. Accordingly, the Recipient agrees to take appropriate measures necessary to ensure all Project participants comply with applicable Federal requirements affecting their performance. (2) Documents Affected. The applicability provisions of Federal statutes, regulations, and directives establishing each Federal requirement determine the extent to which that requirement affects a Project participant. Accordingly, the Recipient agrees to include adequate provisions to ensure that Project participants comply with applicable Federal requirements. In addition, the Recipient agrees to require its third party contractors and subrecipients to include adequate provisions to ensure compliance with applicable Federal requirements in each lower tier subcontract and subagreement financed in whole or in part with financial assistance provided by FTA under the Grant Agreement or Cooperative Agreement. Additional requirements include the following: (a) Third Party. Contracts. Because Project activities performed by a third party contractor must comply with Federal requirements, the Recipient agrees to include appropriate clauses in each third party contract statin9 the third party contractor’s responsibilities under Federal law, regulation, or directive, including any necessary provisions requiring the third party contractor to extend applicable requirements to its subcontractors to the lowest tier necessary. When the third party contract requires the third party contractor to undertake responsibilities for the Project usually performed by the Recipient, the requirements applicable to the Recipient imposed by this Master Agreement and the Grant Agreement or Cooperative Agreement for the Project must be included in that third party contract and extended throughout each tier to the extent appropriate. Additional guidance pertaining to third party contracting is contained in the FTA Best Practices Procurement Manual. FTA cautions, however, that its Best Practices Procurement Manual focuses mainly on third party procurement processes and may omit certain other Federal requirements applicable to the work to be performed. (b) Subagreements. Because Project activities performed by a subrecipient must be carried out in accordance with Federal requirements, the Recipient agrees to include appropriate clauses in each subagreement stating the subrecipient’s responsibilities under Federal law, regulation, or directive, including any necessary provisions http ://www. fta. dot.gov/3990_8358_ENG_Printab le.htm 1/23/2006 requiring the subrecipient to impose applicable Federal requirements on entities to the lowest tier necessary. When the subagreement requires the subrecipient to undertake primary responsibilities for the Project usually performed by the Recipient, the requirements applicable to the Recipient imposed by this Master Agreement and the Grant Agreement or Cooperative Agreement for the Project must be included in that subagreement and extended throughout each tier to the extent appropriate. f. No Federal Government Obliqations to Third Parties. The Recipient agrees that, absent the Federal Government’s express written consent, the Federal Government shall not be subject to any obligations or liabilities to any subrecipient, any third party contractor, or any other person not a party to the Grant Agreement or Cooperative Agreement in connection with the performance of the Project. Notwithstanding that the Federal Government may have concurred in or approved any solicitation, subagreement, or third party contract, the Federal Government has no obligations or liabilities to any party, including any subrecipient or any third party contractor. g. _Changes in Project Performance_(L~_._, D~isp_utesLB__r.e_aches, Defaults, or Liti~). The Recipient agrees to notify FTA immediately of any change in local law, conditions (including its legal, financial, or technical capacity), or any other event that may significantly affect the Recipient’s ability to perform the Project in accordance with the terms of the Grant Agreement or Cooperative Agreement. In addition, the Recipient agrees to notify FTA immediately of any current or prospective major dispute, breach, default, or litigation that may affect the Federal Government’s interests in the Project or the Federal Government’s administration or enforcement of Federal laws or regulations. The Recipient agrees to inform FTA before naming the Federal Government as a party to litigation for any reason, in any forum. Top Section 3. Ethics. a. Code of Ethics. The Recipient agrees to maintain a written code or standards of conduct that shall govern the performance of its officers, employees, board members, or agents engaged in the award or administration of third party contracts or subagreements supported by Federal assistance. This code or standards of conduct shall provide that the Recipient’s officers, employees, board members, or agents may neither solicit nor accept gratuities, favors, or anything of monetary value from any present or potential contractor or subrecipient. The Recipient may establish minimum rules where the financial interest is not substantial, or the gift is an unsolicited item of nominal intrinsic value. This code or standards of conduct shall also prohibit the Recipient’s officers, employees, board members, or agents from using their positions in a manner that constitutes a real or apparent personal or organizational conflict of interest or personal gain. As permitted by State or local law or regulations, the code or standards of conduct shall include penalties, sanctions, or other disciplinary actions for violations by the Recipient’s officers, employees, board members, or their agents, or by the Recipient’s contractors or subrecipients or their agents. (1) Personal Conflicts of Interest. The Recipient’s code or standards of conduct shall prohibit the Recipient’s employees, officers, board members, or agents from participating in the selection, award, or administration of any third party contract or subagreement supported by Federal funds if a real or apparent conflict of interest would be involved. Such a conflict would arise an employee, officer, board member, or agent, including any member of his or her immediate family; partner; or organization that employs, or intends to employ, any of the above. (2) Q[ganizational Conflicts of Interest. The Recipient’s code or standards of conduct http://www.fta.dot.gov/3990_8358_ENG_Printable.htm 1/23/2006 must include procedures for identifying and preventing real and apparent organizational conflicts of interest. An organizational conflict of interest exists when the nature of the work to be performed under a proposed third party contract or subagreement may, without some restrictions on future activities, result in an unfair competitive advantage to the third party contractor or subrecipient or impair its objectivity in performing the contract work. b. Debarment and Suspension. The Recipient agrees to comply, and assures the compliance of each third party contractor and subrecipient at any tier, with Executive Orders Nos. 12549 and 12689, "Debarment and Suspension," 31 U.S.C. § 6101 note, and U.S. DOT regulations, "Governmentwide Debarment and Suspension (Nonprocurement)," within 49 C.F.R. Part 29. c. Bonus or Commission. The Recipient affirms that it has not paid, and agrees not to pay, any bonus or commission to obtain approval of its Federal assistance application for the Project. d. Lobbying Restrictions. The Recipient agrees to: (1) Refrain from using Federal assistance funds to support lobbying, (2) Comply, and assure the compliance of each third party contractor at any tier and each subrecipient at any tier, with U.S. DOT regulations, "New Restrictions on Lobbying," 49 C.F.R. Part 20, modified as necessary by 31 U.S.C. § 1352. (3) Comply with Federal statutory provisions to the extent applicable prohibiting the use of Federal assistance funds for activities designed to influence Congress or a State legislature on legislation or appropriations, except through proper, official channels. e. Employee Political Activity. To the extent applicable, the Recipient agrees to comply with the provisions of the Hatch Act, 5 U.S.C. §§ 1501 - 1508, 7324 o 7326, and U.S. Office of Personnel Management regulations, "Political Activity of State or Local Officers or Employees," 5 C.F.R. Part 151. The Hatch Act limits the political activities of State and local agencies and their officers and employees, whose principal employment activities are financed in whole or part with Federal funds including a Federal loan, grant, or cooperative agreement. Nevertheless, in accordance with 23 U.S.C. § 142(g), the Hatch Act does not apply to a nonsupervisory employee of a transit system (or of any other agency or entity performing related functions) receivin£1 FTA assistance to whom the Hatch Act would not otherwise apply. f. False or Fraudulent Statements or Claims. The Recipient acknowledges and agrees that: (1) The Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. §§ 3801 et seq. and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 C.F.R. Part 31, apply to its activities in connection with the Project. Accordingly, by executing the Grant Agreement or Cooperative Agreement, the Recipient certifies or affirms the truthfulness and accuracy of each statement it has made, it makes, or it may make in connection with the Project covered by the Grant Agreement or Cooperative Agreement. In addition to other penalties that may apply, the Recipient also acknowledges that if it makes a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of http ://www. fta.dot.gov/3990_8358_ENG_Printable.htm 1123/2006 1986, as amended, on the Recipient to the extent the Federal Government deems appropriate. (2) If the Recipient makes a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government in connection with an urbanized area formula project financed with Federal assistance authorized for 49 U.S.C. § 5307, the Government reserves the right to impose on the Recipient the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307(n)(1), to the extent the Federal Government deems appropriate. Top Section 4. Federal Financial Assistance. The Recipient agrees that FTA will provide Federal financial assistance for the Project equal to the smallest of the following amounts: (a) the maximum amount permitted by Federal law or regulations, (b) the "Maximum FTA Amount Approved," set forth in the Grant Agreement or Cooperative Agreement, or (c) the amount calculated in accordance with the "Maximum Percentage(s) of FTA Participation," as may be modified by applicable Special Conditions, Requirements, or Provision of the Grant Agreement or Cooperative Agreement. FTA’s obligation to make Federal assistance payments is limited to the amounts listed in the Approved Project Budget for the Project. The "Estimated Total Eligible Cost" in the Grant Agreement or Cooperative Agreement is the basis upon which FTA determines the "Maximum FTA Amount Awarded." a. "Net Project Cost". For any Project required by FTA or Federal law to be financed on the basis of its "Net Project Cost" as defined by 49 U.S.C. § 5302(a)(8), FTA intends to provide Federal assistance to the Recipient for that portion of the Project that cannot reasonably be financed from the Recipient’s revenues, Le., "Net Project Cost" of the Project. Accordingly, the amount stated as the "Estimated Total Eligible Cost" is the "Estimated Net Project Cost" and forms the basis on which FTA will calculate the amount of Federal assistance to award for the Project. b. Other Basis for FTA Participation. For any Project not required by Federal law or FTA to be financed on the basis of its "Net Project Cost" as defined by 49 U.S.C. § 5302(a)(8), FTA intends to provide assistance to the Recipient in financing all or part of the cost of the Project. Therefore, the amount stated as the "Estimated Total Eligible Cost" forms the basis on which FTA will calculate the amount of Federal assistance to award for the Project. Top Section 5. Local Share. If FTA requires the Recipient to provide a local share for the Project financed under the Grant Agreement or Cooperative Agreement, the Recipient agrees as follows: a. Restrictions on the Source of the Local Share. Except as permitted otherwise by Federal law, the Recipient agrees to provide sufficient funds or approved in-kind resources that, together with the Federal financial assistance awarded, will assure payment of the actual cost of each Project activity covered by the Grant Agreement or Cooperative Agreement. The Recipient agrees that no local share funds provided will be derived from receipts from the use of Project facilities or equipment, revenues of the transit system in which such facilities or equipment are used, or other Federal http ://www. fta. dot. gov/3990_8358_ENG_Printab le.htm 1/23/2006 funds, except as permitted by law. b. Duty to Obtain the Local Share. Unless FTA otherwise approves, the Recipient agrees to complete all proceedings necessary to provide the local share of the Project costs at or before the time those funds are needed to meet Project expenses. c. Calculation of the Local Share. Unless FTA expressly approves otherwise in writing, the Recipient agrees that the local share will apply to each Project activity in the Grant Agreement or Cooperative Agreement. d. Reduction of the Local Share. Unless FTA expressly approves otherwise in writing, the Recipient agrees that no refund or reduction of the local share may be made unless, at the same time, a refund of the proportional amount of the Federal financial assistance provided is made to .the Federal Government. Top Section 6. Approved Project Budget. The Recipient agrees to prepare a Project budget which, upon approval by FTA, is designated the "Approved Project Budget." Any amendment awarding additional Federal financial assistance requires a new Approved Project Budget. The Approved Project Budget may also be revised as permitted by and in conformance with applicable Federal requirements. An amendment to the Approved Project Budget requires the issuance of a formal amendment to the Grant Agreement or Cooperative Agreement, except that re-allocation of funds among budget items or fiscal years that does not increase the total amount of the Federal financial assistance awarded may be made in accordance with applicable Federal regulations and directives. The Recipient agrees to incur obligations and make disbursements of Project funds only as authorized in the latest Approved Project Budget. The latest Approved Project Budget is incorporated herein by reference and made part the Grant Agreement or Cooperative Agreement for the Project. Top Section 7. Accounting Records. a. Project Accounts. The Recipient agrees to establish and maintain for the Project either a separate set of accounts, or separate accounts within the framework of an established accounting system, that can be identified with the Project, consistent with applicable Federal regulations and other requirements that FTA may impose. The Recipient agrees that all checks, payrolls, invoices, contracts, vouchers, orders, or other accounting documents related in whole or in part to the Project shall be clearly identified, readily accessible and available to FTA upon its request, and, to the extent feasible, kept separate from documents not related to the Project. b. Funds Received or Made Available for the Project. The Recipient agrees to deposit, in a financial institution, all advance Project payments it receives from the Federal Government and record in the Project Account all amounts provided by the Federal Government in support of the Grant Agreement or Cooperative Agreement and all other funds provided for, accruing to, or otherwise received on account of the Project (Project funds) consistent with applicable Federal regulations and other requirements FTA may impose. Use of financial institutions owned at least 50 percent by minority group members is encouraged. http://www.fta.dot.gov/3990_8358_ENG_Printable.htm 1/23/2006 c. Documentation of Project Costs and Proqram Income. The Recipient agrees to support all costs charged to the Project, including any approved services contributed by the Recipient or others, with properly executed payrolls, time records, invoices, contracts, or vouchers describing in detail the nature and propriety of the charges. The Recipient also agrees to maintain accurate records of all program income derived from Project implementation, except certain income determined by FTA to be exempt from the general Federal program income requirements. d. _Checks, Orders, and Vouchers. The Recipient agrees to refrain from drawing checks, drafts, or orders for goods or services to be charged against the Project Account until it has received and filed a properly signed voucher describing in proper detail the purpose for the expenditure. Top Section 8. Reporting, Record Retention, and Access. a. _Types of Reports. The Recipient agrees to submit to FTA the reports required by U.S. DOT administrative regulations for grants and cooperative agreements and any other reports the Federal Government may require. b. Format Requirements for Reports. The Recipient agrees that all reports and other documents or information intended for public availability developed in the course of the Project and required to be submitted to FTA must be prepared and submitted in electronic and or typewritten hard copy formats as FTA may require. Electronic submissions must comply with the electronic accessibility requirements of Subsections 12.g(9) and 15.s of this Master Agreement. FTA reserves the right to require records to be submitted in other formats. c. Record Retention. The Recipient agrees to maintain intact and readily accessible all data, documents, reports, records, contracts, and supporting materials relating to the Project as the Federal Government may require during the course of the Project and for three years thereafter. d. Access to Records of Recipients and Subrecipients. Upon request, the Recipient agrees to permit, and require its subrecipients to permit, the U.S. Secretary of Transportation, the Comptroller General of the United States, and, to the extent appropriate, the State, or their authorized representatives, to inspect all Project work, materials, payrolls, and other data, and to audit the books, records, and accounts of the Recipient and its Subrecipients pertaining to the Project. e. Project Closeout. Project closeout does not alter the reporting and record retention requirements of this Section 8 of the Master Agreement. Top Section 9. Payments. The Recipient agrees to refrain from seeking payment from FTA for Project costs until it has executed the Grant Agreement or Cooperative Agreement for the Project. a. Recipient’s Request for Payment. To obtain a Federal assistance payment for the Project from FTA, the Recipient agrees to: http://www.fta.dot.gov!3990_8358_ENG_Printable.htm 1/23/2006 (1) Demonstrate or certify that it will provide adequate local funds that, when combined with Federal payments, will cover all costs to be incurred for the Project. Unless the Federal Government has expressly permitted the Recipient to defer provision of the local share, a Recipient required by Federal statute or the Grant Agreement or Cooperative Agreement to provide a local share agrees to refrain from: (a) Requesting or obtaining Eederal funds exceeding the amount justified by the local share previously provided, and (b) Taking any action that would cause the proportion of Federal funds made available to the Project at any time to exceed the percentage authorized by the Grant Agreement or Cooperative Agreement, (2) Submit to FTA all financial and progress reports required to date by this Master Agreement, and (3) Identify the source(s) of financial assistance provided for the Project from which the payment is to be derived. b. Payment by FTA. The Recipient agrees that FTA will make all payments through the Automated Clearing House (ACH) method of payment, regardless of the amount involved. (1) Electronic Clearing House Operation Pa.y.ments. If payment is made through the FTA Electr6nic Clearinghouse Operation (ECHO) using an ECHO Control Number, the Recipient agrees to comply with: FTA’s ECHO requirements that implement U.S. Department of Treasury (U.S. Treasury) Circular 1075, Part 205,"Withdrawal of Cash from the Treasury for Advances Under Federal Grants and Other Programs;" Treasury Financial Manual, Vol. 1, Part 6, Chapter 2000; the ECHO System Operations Manual, "Guidelines for Disbursements" used for FTA Projects; and the requirements of this Subsection 9.b(1). The Recipient also agrees that if it fails to comply with the following requirements of this Subsection 9.b(1 ), the Federal Government may revoke the unexpended portion of Federal assistance awarded for the Project. (a) The Recipient may draw down cash only when actually needed for immediate disbursement required for Project purposes. Unless provided otherwise by Federal law or regulation, the Recipient agrees to expend all Federal funds obtained under the Project for Project purposes no later than three (3) days after receiving those funds. If the Recipient fails to expend those Federal assistance funds within three (3) days of their receipt or fails to return those funds to FTA within a reasonable period, or fails to establish procedures to minimize the time elapsing between cash advances and the disbursement, the Federal Government may revoke or temporarily suspend the Recipient’s ECHO Control Number and the Recipient’s access to the ECHO System. In addition, a Recipient’s failure to adhere to these requirements may result in other remedies or penalties authorized by Federal law or regulation. (b) The Recipient agrees to report its cash disbursements and balances promptly in compliance with Federal requirements. (c) The Recipient agrees to provide for control and accountability for all Project funds consistent with Federal requirements and procedures for use of the ECHO system. http ://www.fta.dot.gov/3990_8358_ENO_Printable.htm 1/23/2006 (d) The Recipient may not draw down funds for a Project in an amount exceeding the sum obligated by the Federal Government or the current available balance for that Project. (e) The Recipient agrees to draw down funds only for eligible Project costs. (f) The Recipient agrees to refrain from drawing down Federal assistance until needed for disbursement. (g) The Recipient agrees to notify the appropriate Regional or Program Office when a single draw down will exceed $50 million. (h) The Recipient agrees to remit interest to the Federal Government on any Federal assistance prematurely drawn down, irrespective of whether that Federal assistance has been deposited in an interest-bearing account. The Recipient agrees that a debt for any premature draw down of Federal assistance funds does not qualify as a "claim" covered by the Debt Collection Act of 1982, as amended, 31 U.S.C. §§ 3701 through 3720, and that the interest provisions of this Subsection 9.b(1 )(h) of this Master Agreement, rather than the interest provisions of the Debt Collection Act of 1982, as amended, will determine the amount of interest due on any debt for Federal assistance prematurely drawn down. The Recipient agrees that the amount of interest due depends on whether the Recipient is a State or State instrumentality. _1_. A Recipient that is a State or State instrumentality agrees to remit interest to the Federal Government calculated as provided by U.S. Treasury regulations, "Rules and Procedures for Funds Transfers," 31 C.F.R. Part 205 that implement section 5(b) of the Cash Management Improvement Act of 1990, as amended, 3! U.S.C. § 6503(b). Thus, a Recipient that is a State or a State instrumentality agrees that interest on any debt it may incur for Federal assistance prematurely drawn down does not qualify for the interest exemption of the Debt Collection Act of 1982, as amended, 31 U.S.C. §§ 3701 and 3717. 2_. A Recipient that is neither a State nor a State instrumentality agrees to remit prejudgment common law interest on the debt for Federal assistance prematurely drawn down, as permitted by joint U.S. Treasury and U.S. Department of Justice (joint U.S. Treasury/U.S. DO J) regulations, "Standards for the Administrative Collection of Claims," at 31 C.F.R. § 901.9(i). A Recipient that is either a local government or an instrumentality of a local government agrees that interest on any debt it may incur for Federal assistance prematurely drawn down does not qualify for the interest exemption for general local governments of the Debt Collection Act of 1982, as amended, 31 U.S.C. §§ 3701 and 3717. (2) Requisition. If the requisition method of payment is used, the Recipient understands and agrees as follows: (a) Recipient Responsibilities. The Recipient agrees to: 1_. Complete and submit the "Payment Information Form - ECHO-ACH Payment System," Revised 10/92, to FTA’s Accounting Division. 2. Complete and submit Standard Form 270, "Request for Advance or Reimbursement," to the designated FTA office. http ://www. fta.dot.gov/3990_8358_ENG_Printable.htm 1/23/2006 (b) FTA Responsibilities. Upon receiving a request for payment and adequate supporting information, FTA will approve payment by direct deposit, provided that the Recipient has complied with the requirements of the Grant Agreement or Cooperative Agreement, satisfied FTA that the Federal funds requested are needed in that requisition period, and is making adequate progress toward Project completion. Upon completion of these requirements, the Federal Government may reimburse the apparent allowable costs incurred (or to be incurred in the requisition period), not to exceed the maximum amount of Federal funds payable through the Federal fiscal year of that requisition, as set forth in the Approved Project Budget for the Project. c. Costs Reimbursed. The Recipient agrees that Project costs eligible for Federal participation must comply with all the following requirements. Thus, eligible Project costs must be: (1) In conformance with the Project Description, the Approved Project Budget, and all other terms of the Grant Agreement or Cooperative Agreement, (2) Necessary in order to accomplish the Project, (3) Reasonable for the goods or services purchased, (4) Actual net costs to the Recipient (i.e., the price paid minus any refunds, rebates, or other items of value received by the Recipient that have the effect of reducing the cost actually incurred, excluding program income), (5) Incurred for work performed after the Effective Date of the Grant Agreement or Cooperative Agreement, unless the Federal Government has provided otherwise in writing, (6) Satisfactorily documented, (7) Treated consistently in accordance with accounting principles and procedures approved by the Federal Government for the Recipient, and with accounting principles and procedures approved by the Recipient for its contractors, (8) Eligible under Federal law, regulation, or guidelines for Federal participation, and (9) Unless permitted otherwise by Federal statute or regulationl be in compliance with the U.S. Office of Management and Budget (OMB) Circular or Federal regulation listed below that is applicable to the Recipient: (a) For a Recipient that is a State, a local government, or an Indian tribal government, the provisions of OMB Circular A-87, Revised, "Cost Principles for State .and Local Governments," apply; (b) For a Recipient that is an institution of higher education, the provisions of OMB Circular A-21, Revised, "Cost Principles for Educational Institutions," apply; (c) For a Recipient that is a private nonprofit organization, the provisions of OMB Circular A-122, Revised, "Cost Principles for Non-Profit Organizations" apply; (d) For a Recipient that is a for-profit organization, the provisions of the Federal http://www.fta.dot.gov/3990_8358_ENG_Printable.htm 1/2312006 Acquisition Regulation, 48 C.F.R. Chapter I, Subpart 31.2, "Contracts with Commercial Organizations" apply. d. Bond Interest and Other Financing Costs. To the extent permitted in writing by FTA, bond interest and other similar financing costs are allowable. The Recipient understands and agrees that FTA’s participation in Project interest costs will be limited to an amount that does not exceed the most favorable financing terms reasonably available for the Project at the time of borrowing. e. Excluded Costs. The Recipient understands and agrees as follows: (1) In determining the amount of Federal assistance FTA will provide, FTA will exclude the following: (a) Any Project cost incurred by the Recipient before the Effective Date of the Grant Agreement or Cooperative Agreement or Amendment thereto, unless otherwise permitted by Federal law or regulation, or unless an authorized FTA official states in writing to the contrary; (b) Any cost that is not included in the latest Approved Project Budget; (c) Any cost for goods or services received in connection with a third party contract or other arrangement required to be, but has not been, concurred in or approved in writing by the Federal Government; (d) Any ordinary governmental or nonproject operating cost, consistent with the prohibitions of 49 U.S.C. § 5323(h)(1); and (e) Any cost ineligible for FTA participation as required by Federal law, regulation, or guidelines for Federal participation. (2) The Recipient agrees that reimbursement by the Federal Government of any cost does not constitute a final decision of the Federal Government about whether that cost is eligible for reimbursement and does not constitute a waiver of any violation by the Recipient of the terms of the Grant Agreement or Cooperative Agreement. The Recipient acknowledges that the Federal Government will not make a final determination about the eligibility of any cost until an audit of the Project has been completed. If the Federal Government determines that the Recipient is not entitled to receive any portion of the Federal funds requested or provided, the Federal Government will notify the Recipient stating its reasons. The Recipient agrees that Project closeout will not alter the Recipient’s obligation to return any funds due to the Federal Government as a result of later refunds, corrections, or other transactions; nor will Project close-out alter the Federal Government’s right to disallow costs and recover funds on the basis of a later audit or other review. Unless prohibited by law, the Federal Government may recover any Federal assistance funds to be made available for the Project as needed to satisfy any outstanding monetary claims that the Federal Government may have against the Recipient. Exceptions pertaining to disallowed costs are contained in FTA directives or in other written Federal guidance. f. Federal Claims E.,_EX~xcess Pa.2m_e__n__ts, Disallowed Costs, includinq Interest. (1) Recipient’s Obligation to Pay. Upon notification to the Recipient that specific amounts are owed to the Federal Government, whether for Federal claims for funds recovered from third parties or elsewhere, for excess payments, or for disallowed http ://www.fta.dot.gov/3990_8358_ENG_Printable.htm 1/23/2006 costs, the Recipient agrees to remit to the Federal Government promptly the amounts owed, including any interest due. (2) Amount of Interest Due. The Recipient agrees that the amount of interest due depends on whether or not the principal portion of the debt is treated as a Federal claim or is treated as a debt owed to the Federal Government. Thus, Recipient agrees to pay interest calculated as follows: (a) Federal Claims against the Recipient. The Debt Collection Act of 1982, as amended, 31 U.S.C. §9 3701 through 3720, exempts State governments and units of general local government from the obligation to pay interest on claims pursued by the Federal Government under that Act, 31 U.S.C. §§ 3701 and 3717. Interest on claims against other parties will be calculated in accordance with the provisions of joint U.S. Treasury/U.S. DOJ regulations, "Standards for the Administrative Collection of Claims," at 31 C.F.R. § 901.9(i). (b) Excess Payments. The Recipient agrees that a debt for any excess payment does not qualify as a "claim" for purposes of the Debt Collection Act of 1982, as amended, 31 U.S.C. 99 3701 through 3720; thus the interest exemption for State governments and units of general local government provided by that Act will not apply to interest on the debt for excess payments. Accordingly, a Recipient that is a State government or a unit of general local government agrees that interest on any debt for excess payments does not qualify for the interest exemption for State and local governments at 31 U.S.C. 9§ 3701 and 3717. Thus, irrespective of whether the Recipient is a State government, a unit of general local government, a public organization, a private nonprofit organization, an institution of higher education, an individual, or any other party, the Recipient agrees to pay common law prejudgment interest and related charges for excess payments made by the Federal Government, as permitted by joint U.S. Treasury/U.S. DOJ regulations, "Standards for the Administrative Collection of Claims," at 31 C.F.R. § 901 (i). (c) Disallowed Costs. The Recipient agrees that a debt for any disallowed cost does not qualify as a "claim" for purposes of the Debt Collection Act of 1982, as amended, 31 U.S.C. 99 3701 through 3720; thus the interest exemption for State governments and units of general local government provided by that Act will not apply to interest on the debt for disallowed costs. Accordingly, a Recipient that is a State government or a unit of general local government agrees that interest on any debt for disallowed costs does not qualify for the interest exemption for State and local governments at 31 U.S.C. §§ 3701 and 3717. Thus, irrespective of whether the Recipient is a State government, a unit of general local government, a public organization, a private nonprofit organization, an institution of higher education, an individual, or any other party, the Recipient agrees to pay common law prejudgment interest and related charges for excess payments made by the Federal Government, as permitted by joint U.S. Treasury/U.S. DOJ regulations, "Standards for the Administrative Collection of Claims," at 31 C.F.R. 9 901(i). g. _De-o___~_bli~igation of Funds. The Recipient agrees that the Federal Government may de-obligate unexpended Federal funds before Project closeout. Top Section 10. Project Completion, Audit, Settlement, and Closeout. a. Project Completion. Within ninety (90) days following Project completion or termination by the Federal Government, the Recipient agrees to submit a final http://www.fta.dot.gov/3990_8358_ENG_Printable.htm 1/23/2006 Financial Status Report (either electronically or on Standard Form 269A), a certification of Project expenses, and third party audit reports, as applicable. b. Audit o~ Recipients. The Recipient acknowledges and agrees as follows: (1) Audit Requirements. The Recipient agrees to have performed the financial and compliance audits required by the Single Audit Act Amendments of 1996, 31 U.S.C. §§ 7501 et seq., in accordance with OMB Circular A-133, "Audits of States, Local Governments, and Non-Profit Organizations," and the OMB A-133 Compliance Supplement provisions for the Department of Transportation, March, 2002, and any further revision or supplement thereto. The Recipient also agrees to obtain any other audits required by the Federal Government. Project closeout will not alter the Recipient’s audit responsibilities. The Recipient agrees that audits will be conducted in accordance with U.S. General Accounting Office, "Government Auditing Standards." (2) Audit Costs. Audit costs for Project administration and management are allowable to the extent authorized by OMB Circular A-87, Revised, OMB Circular A-21, Revised, OMB Circular A-122, Revised, or 48 C.F.R. Chapter I, Subpart 31.2, whichever is applicable. c. Funds Due the Federal Government. The Recipient agrees to remit to the Federal Government any excess payments made to the Recipient, any costs disallowed by the Federal Government, and any amounts recovered by the Recipient from third parties or from other sources, as well as any interest required by Subsection 9.f(2) of this Master Agreement. d. Project Closeout. Project closeout occurs when FTA notifies the Recipient that FTA has closed out the Project, and either forwards the final Federal assistance payment or acknowledges that the Recipient has remitted the proper refund. The Recipient agrees that Project closeout by FTA does not invalidate any continuing obligations imposed by the Grant Agreement or Cooperative Agreement or by the Federal Government’s final notification or acknowledgment. Top Section 11. Right of the Federal Government to Terminate. Upon written notice, the Recipient agrees that the Federal Government may suspend or terminate all or part of the Federal financial assistance provided herein if the Recipient has violated the terms of the Grant Agreement or Cooperative Agreement, or if the Federal Government determines that the purposes of the statute authorizing the Project would not be adequately served by the continuation of Federal financial assistance for the Project. Any failure to make reasonable progress on the Project or other violation of the Grant Agreement or Cooperative Agreement that endangers substantial performance of the Project shall provide sufficient grounds for the Federal Government to terminate the Grant Agreement or Cooperative Agreement. Termination of any Federal financial assistance for the Project will not invalidate obligations properly incurred by the Recipient before the termination date, to the extent those obligations cannot be canceled. If, however, the Federal Government determines that the Recipient has willfully misused Federal assistance funds by failing to make adequate progress, failing to make reasonable and appropriate use of the Project real property, facilities, or equipment, or has failed to comply with the terms of the Grant Agreement or Cooperative Agreement, the Federal Government reserves the right to require the Recipient to refund the entire amount of Federal funds http ://www. fta.dot.gov/3990_8358_ENG_Printable.htm !/23/2006 provided for the Project or any lesser amount as the Federal Government may determine. Expiration of any Project time period established for the Project does not, by itself, constitute an expiration or termination of the Grant Agreement or Cooperative Agreement. Top Section 12. Civil Rights. The Recipient agrees to comply with all applicable civil rights statutes and implementing regulations including, but not limited to, the following: a. Nondiscrimination in Federal Transit Proqrams. The Recipient agrees to comply, and assures the compliance of each third party contractor at any tier and each subrecipient at any tier under the Project, with the provisions of 49 U.S.C. § 5332, which prohibits discrimination on the basis of race, color, creed, national origin, sex, or age, and prohibits discrimination in employment or business opportunity. b. Nondiscrimination -- Title Vl of the Civil Riqhts Act. The Recipient agrees to comply, and assures the compliance of each third party contractor and each subrecipient at any tier of the Project, with all requirements prohibiting discrimination on the basis of race, color, or national origin of Title VI of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000d et seq., and U.S. DOT regulations, "Nondiscrimination in Federally-Assisted Programs of the Department of Transportation--Effectuation of Title Vl of the Civil Rights Act," 49 C.F.R. Part 21, and any implementing requirements FTA may issue. c. Equal Employment Opportunity. The Recipient agrees to comply, and assures the compliance of each third party contractor and each subrecipient at any tier of the Project, with all requirements of Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e, and 49 U.S.C. § 5332 and any implementing requirements FTA may issue. Those equal employment opportunity (EEO) requirements include, but are not limited to, the following: (1) General Requirements. The Recipient agrees as follows: (a) The Recipient agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, sex, disability, age, or national origin. The Recipient agrees to take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, sex, disability, age, or national origin. Such action shall include, but not be limited to, employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Recipient also agrees to comply with any implementing requirements FTA may issue. (b) If the Recipient is required to submit and obtain Federal Government approval of its EEO program, that EEO program approved by the Federal Government is incorporated by reference and made part of the Grant Agreement or Cooperative Agreement. Failure by the Recipient to carry out the terms of that EEO program shall be treated as a violation of the Grant Agreement or Cooperative Agreement. Upon notification to the Recipient of its failure to carry out the approved EEO program, the Federal Government may impose such remedies as it considers appropriate, including termination of Federal financial assistance in accordance with Section 11 of this Master Agreement, or other measures that may affect the Recipient’s eligibility to http ://www. fta.dot.gov/3990_8358_ENG_Printable.htm 1/23/2006 obtain future Federal financial assistance for transportation Projects. (2) Equal Employment Opportunity Requirements for Construction Activities. With respect to activities deemed by the U.S. Department of Labor (U.S. DOL) to qualify as "construction," the Recipient agrees to comply, and assures the compliance of each third party contractor and each subrecipient at any tier of the Project, with all applicable EEO requirements of U.S. DOL regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. Parts 60 et seq., which implements Executive Order No. 11246, "Equal Employment Opportunity," as amended by Executive Order No. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," 42 U.S.C. § 2000 (e) note, and any Federal statutes, executive orders, regulations, and Federal policies affecting construction undertaken as part of the Project. d. Disadvantaged Business Enterprise. The Recipient agrees to take the following measures to facilitate participation by disadvantaged business enterprises (DBE) in the Project: (1) The Recipient agrees to comply with section 1101(b) of TEA-21, 23 U.S.C. § 101 note, and U.S. DOT regulations, "Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs," 49 C.F.R. Part 26. (2) The Recipient agrees that it shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of any third party contract, or subagreement supported with Federal assistance derived from the U.S. DOT or in the administration of its DBE program or the requirements of 49 C.F.R. Part 26. The Recipient agrees to take all necessary and reasonable steps set forth in 49 C.F.R. Part 26 to ensure nondiscrimination in the award and administration of all third party contracts and subagreements supported with Federal assistance derived from the U.S. DOT. The Recipient’s DBE program, as required by 49 C.F.R. Part 26 and approved by the U.S. DOT, is incorporated by reference and made part of the Grant Agreement or Cooperative Agreement. Implementation of this DBE program is a legal obligation, and failure to carry out its terms shall be treated as a violation of the Grant Agreement or Master Agreement. Upon notification to the Recipient of its failure to implement its approved DBE program, the U.S. DOT may impose sanctions as provided for under 49 C.F.R. Part 26 and may, in appropriate cases, refer the matter for enforcement under 18 U.S.C. § 1001, andlor the Program Fraud Civil Remedies Act, 3t U.S.C. §§ 3801 et seq. e. Nondiscrimination on the Basis of Sex. The Recipient agrees to comply with all applicable requirements of Title IX of the Education Amendments of 1972, as amended, 20 U.S.C. §§ 1681 et seq., with implementing U.S. DOT regulations, "Nondiscrimination on the Basis of Sex in Education Programs or Activities Receiving Federal Financial Assistance," 49 CoF.R. Part 25, and with any implementing directives that U.S. DOT or FTA may promulgate, which prohibit discrimination on the basis of sex. f. Nondiscrimination on the Basis of Aqe. The Recipient agrees to comply with all applicable requirements of the Age Discrimination Act of 1975, as amended, 42 UoS.C. §§ 6101 et seq.,and implementing regulations, which prohibit employment and other discrimination against individuals on the basis of age. g. Access Requirements for Persons with Disabilities. The Recipient agrees to comply with the requirements of 49 U.S.C. § 5301 (d), which states the Federal policy that elderly persons and persons with disabilities have the same right as other persons to http ://www. fta. dot. gov/3990_8358_ENG_Printable.htm 1/23/2006 use mass transportation service and facilities, and that special efforts shall be made in planning and designing those services and facilities to implement that policy. The Recipient also agrees to comply with all applicable requirements of section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794, which prohibits discrimination on the basis of handicaps, with the Americans with Disabilities Act of 1990 (ADA), as amended, 42 U.S.C. §§ 12101 et seq., which requires that accessible facilities and services be made available to persons with disabilities, including any subsequent amendments to that Act, and with the Architectural Barriers Act of 1968, as amended, 42 U.S.C. §§ 4151 et seq., which requires that buildings and public accommodations be accessible to persons with disabilities, including any subsequent amendments to that Act. In addition, the Recipient agrees to comply with all applicable requirements of the following regulations and any subsequent amendments thereto: (1) U.S. DOT regulations, "Transportation Services for Individuals with Disabilities (ADA)," 49 C.F.R. Part 37; (2) U.S. DOT regulations, "Nondiscrimination on the Basis of Handicap in Programs and Activities Receiving or Benefiting from Federal Financial Assistance," 49 C.F.R. Part 27; (3) Joint U.S. Architectural and Transportation Barriers Compliance Board (U.S. ATBCB)/U.S. DOT regulations, "Americans With Disabilities (ADA) Accessibility Specifications for Transportation Vehicles," 36 C.F.R. Part 1192 and 49 C.F.R. Part 38; (4) U.S. DOJ regulations, "Nondiscrimination on the Basis of Disability in State and Local Government Services," 28 C.F.R. Part 35; (5) U.S. DOJ regulations, "Nondiscrimination on the Basis of Disability by Public Accommodations and in Commercial Facilities," 28 C.F.R. Part 36; (6) U.S. General Services Administration (U.S. GSA) regulations, "Accommodations for the Physically Handicapped," 41 C.F.R. Subpart 101-19; (7) U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630; (8) U.S. Federal Communications Commission regulations, "Telecommunications Relay Services and Related Customer Premises Equipment for the Hearing and Speech Disabled," 47 C.F.R. Part 64, Subpart F; and (9) U.S. ATBCB regulations, "Electronic and Information Technology Accessibility Standards," 36 C.F.R. Part 1194; and (10) FTA regulations, "Trans3ortation for Elderly and Handicapped Persons," 49 C.F.R. Part 609; (11 ) Any implementing requirements FTA may issue. h. Dru.q or Alcohol Abuse - Confidentiality and Other Civil Riqhts Protections. The http ://www. t~a.dot.gov/3990_8358_t~NG_Printable.htm 1/23/2006 Recipient agrees to comply with the confidentiality and other civil rights protections of the Drug Abuse Office and Treatment Act of 1972, as amended, 21 U.S.C. §§ 1174 et seq., with the Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, as amended, 42 U.S.C. §§ 4581 etseq., and with the Public Health Service Act of 1912, as amended, 42 U.S.C. §§ 290dd-3 and 290ee-3, and any subsequent amendments to these acts. i. Access to Services for Persons with Limited Enqlish Proficiency_. The Recipient agrees to comply with Executive Order No. 13166,"Improving Access to Services for Persons with Limited English Proficiency," 42 U.S.C. § 2000d-1 note, and U.S. DOT Notice, "DOT Guidance to Recipients on Special Language Services to Limited English Proficient (LEP) Beneficiaries," 66 Fed. Reg. 6733 et seq., January 22, 2001. j. Environmental Justice. The Recipient agrees to comply with the policies of Executive Order No. 12898, "Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations," 42 U.S.C. § 4321 note. k. Other Nondiscrimination Statutes. The Recipient agrees to comply with all applicable requirements of any other nondiscrimination statute(s) that may apply to the Project. Top Section 13. Planning and Private Enterprise. a. FTA Req_u.irements. The Recipient agrees to implement each Project financed with Federal assistance awarded for the Grant Agreement or Cooperative Agreement in a manner consistent with the plans developed in compliance with applicable planning and private enterprise provisions of 49 U.S.C. §§ 5303 through 5306, and 5323(I), and with joint Federal Highway Administration (FHWA)/FTA regulations, "Planning Assistance and Standards," at 23 C.F.R. Part 450 and 49 C.F.R. Part 613, and with FHWA/FTA regulations, "Metropolitan and Statewide Planning," 23 C.F.R. Part 1410, and 49 C.F.R. Part 621, when promulgated; and to the extent applicable, with FTA regulations, "Major Capital Investment Projects," 49 C.F.R. Part 611. b. Governmental and Private Nonprofit Providers of Nonemergency Transportation. In addition to providing opportunities to participate in planning described in Subsection 13.a of this Master Agreement above, to the extent feasible, the Recipient agrees to comply with the requirements of 49 U.S.C. § 5323(k), which afford governmental agencies and nonprofit organizations that receive assistance for nonemergency transportation from Federal Government sources (other than U.S. DOT) an opportunity to be included in the design, coordination, and planning of transportation services. c. Infrastructure Investment. During the implementation of the Project, the Recipient agrees to take into consideration the recommendations of Executive Order No. 12803, "Infrastructure Privatization," 31 U.S.C. § 501 note, and Executive Order No. 12893, "Principles for Federal Infrastructure Investments," 31 U.S.C. § 501 note. Top Section 14. Preference for United States Products and Services. To the extent applicable, the Recipient agrees to comply with the following U.S. http://www.fta.dot.gov/3990_8358_ENG_Printable.htm 1/23/2006 domestic preference requirements: a. Buy America. The Recipient agrees to comply with 49 U.S.C. § 5323(j), FTA regulations, "Buy America Requirements," 49 C.F.R. Part 661, and implementing guidance FTA may issue. b. Cargo Preference--Use of United States-Flag Vessels. The Recipient agrees to comply with U.S. Maritime Administration regulations, "Cargo Preference--U.S.-Flag Vessels," 46 C.F.R. Part 381, to the extent those regulations apply to the Project. c. Fl~t America. The Recipient understands and agrees that the Federal Government will not participate in the costs of international air transportation of any’persons involved in or property acquired for the Project unless that air transportation is provided by U.S.-flag air carriers to the extent service by U.S.-flag air carriers is available, in accordance with the International Air Transportation Fair Competitive Practices Act of 1974, as amended, 49 U.S.C. § 40118, and with U.S. GSA regulations, "Use of United States Flag Air Carriers," 41 C.F.R. §§ 301-10.131 through 301-10.143. Top Section 15. Procurement. To the extent applicable, the Recipient agrees to comply with the following third party procurement requirements: a. Federal Standards. The Recipient agrees to comply with FTA Circular 4220.1 E, "Third Party Contracting Requirements," as amended or revised by FTA, and applicable Federal regulations or requirements. The FTA "Best Practices Procurement Manual" provides additional procurement guidance. Nevertheless, be aware that the FTA "Best Practices Procurement Manual" is focused on procurement processes and may omit certain Federal requirements applicable to the work to be performed. b. Pr_zgj_e_ct A~o_proval/Third Party_C_ontract Approval. Unless stated otherwise in writing, the Recipient agrees that FTA’s approval of the Project does not constitute pre- approval of any non-competitive third party contract awards associated therewith. c. FTA Technical Review. The Recipient agrees to permit FTA to review and approve the Recipient’s technical specifications and requirements, to the extent FTA believes necessary to ensure proper Project administration. d. Exclusionary or Discriminatory Specifications. Apart from inconsistent requirements imposed by Federal statute or regulations, the Recipient agrees to comply with the requirements of 49 U.S.C. § 5323(h)(2) by refraining from using any Federal assistance awarded by FTA to support procurements using exclusionary or discriminatory specifications. e. Bus Seat S_pecifications. A State or local government recipient may use specifications conforming to the requirements of 49 U.S.C. § 5323(e) to acquire bus seats. f. Clean Air and Clean Water. The Recipient agrees to include in third party contracts and subgrants and subagreements exceeding $100,000 adequate provisions to http ://www. fta.dot.gov/3990_8358_ENG_Printable.htrn 1/23/2006 ensure that Project participants report the use of facilities placed or likely to be placed on U.S. Environmental Protection Agency (U.S. EPA) "List of Violating Facilities," refrain from using violating facilities, report violations to FTA and the Regional. U.S.EPA Office, and comply with the inspection and other applicable requirements of: (1) Section 306 of the Clean Air Act, as amended, 42 U.S.C. § 7414, and other applicable provisions of the Clean Air Act, as amended, 42 U.S.C. §§ 7401 etseq.; and (2) Section 508 of the Federal Water Pollution Control Act, as amended, 33 U.S.C. § 1368, and other applicable provisions of the Federal Water Pollution Control Act, as amended, 33 U.S.C. §§ 1251 etseq. g. Preference for Recycled Products. To the extent applicable, the Recipient agrees to comply with U.S. EPA regulations, "Comprehensive Procurement Guidelines for Products Containing Recovered Materials," 40 C.F.R. Part 247, implementing section 6002 of the Resource Conservation and Recovery Act, as amended, 42 U.S.C. § 6962, and otherwise provide a competitive preference for products and services that conserve natural resources and protect the environment and are energy efficient. h. G_eo_graphic Restrictions. The Recipient agrees to refrain from using any State or local geographic preference, except those expressly mandated or encouraged by Federal statute, such as those set forth in Subsection 15.i of this Master Agreement below, or as permitted by FTA. i. Architec_t.u_ra_L_l Engineering, Design, or Related Services_. When procuring architectural, engineering, or related services, the Recipient agrees to comply with the provisions of 49 U.S.C. § 5325(b), either by negotiating for those services in the same manner as a contract for architectural and engineering services is negotiated under Title IX of the Federal Property and Administrative Services Act of 1949, as amended, 40 U.S.C. §§ 541 et seq., or by using an equivalent qualifications-based requirement of the State. Provided that a sufficient number of qualified firms are eligible to compete for the third party contract, the contractor’s geographic location may be a selection criterion. In addition, when awarding contracts for architectural, engineering, or related services, the Recipient agrees to accept undisputed audits conducted by other governmental agencies, in accordance with 23 U.S.C. § 112(b)(2) (C)through (F). To the extent the Recipient qualifies for an exception in accordance with 49 U.S.C. § 5325(b), however, this Subsection 15.i of this Master Agreement does not apply. j. Force Account. The Recipient agrees that FTA may determine the extent to which Federal assistance may be used to participate in force account costs. k. Award to Other than the Lowest Bidder. In accordance with 49 U.S.C. § 5325(c), a Recipient may award a third party contract to a party other than the lowest bidder, when such an award furthers objectives consistent with the purposes of 49 U.S.C. Chapter 53 and any implementing regulations, directives, circulars, manuals, or other guidance FTA may issue. I. Rolling Stock. In acquiring rolling stock, the Recipient agrees as follows: (1) Method of Acquisition. The Recipient may award a third party contract for rolling stock based on initial capital costs, performance, standardization, life cycle costs, and other factors, or based on a competitive procurement process, in accordance with 49 U.S.C. § 5326(c). http://www.fta.dot.gov/3990_8358_ENG_Printable.htm 1/23/2006 (2) _Multi-year Options. In accordance with 49 U.S.C. § 5326(b)(1 ), a Recipient procuring rolling stock financed with Federal assistance appropriated for 49 U.S.C. Chapter 53 may enter into a multi-year contract with an option, not to exceed 5 years after the date of the original contract, to purchase additional rolling stock and replacement parts. (3) Pre-Award and Post-Delivery Requirements. The Recipient agrees to comply with the requirements of 49 U.S.C. § 5323(m) and FTA regulations, "Pre-Award and Post- Delivery Audits of Rolling Stock Purchases," 49 C.F.R. Part 663, and any revision thereto. (4) Bus Testing. To the extent applicable, the Recipient agrees to comply with the requirements of 49 U.S.C. § 5323(c) and FTA regulations, "Bus Testing," 49 C.F.R. Part 665, and any revision thereto. m. Bondinq. To the extent applicable, the Recipient agrees to comply with the following bonding requirements: (1) Construction Activities. The Recipient agrees to provide bid guarantee, contract performance, and payment bonds to the extent deemed adequate by FTA and applicable Federal regulations, and comply with any other bonding requirements FTA may issue. (2) Other Activities. The Recipient agrees to Comply with any other bonding requirements or restrictions FTA may impose. n. Notification of Federal Participation. To the extent required by law, in the announcement of any third party contract award for goods or services (including construction services) having an aggregate value of $500,000 or more, the Recipient agrees to specify the amount of Federal assistance to be used in financing that acquisition of goods and services and to express that amount of that Federal assistance as a percentage of the total cost of that third party contract. o. Access to Third Party Contract Records. The Recipient agrees to require its third party contractors and third party subcontractors at as many tiers of the Project as required to provide to the U.S. Secretary of Transportation and the Comptroller General of the United States, or their duly authorized representatives, access to all third party records as requested to conduct audits and inspections related to any third party contract that have not been awarded on the basis of competitive bidding for a capital or improvement Project, as required by 49 U.S.C. § 5325(a). The Recipient further agrees to require its third party contractors and third party subcontractors at as many tiers of the Project as required to provide sufficient access to third party procurement records as needed for compliance with Federal regulations or to assure proper Project management as determined by FTA. p. National Intelligent Transportation _Sy.stems Architecture and Standards. The Recipient agrees to conform, to the extent applicable, to the National Intelligent Transportation Systems (ITS) Architecture and Standards as required by section 5206 (e) of TEA-21,23 U.S.C. § 502 note, and comply with FTA Notice, "FTA National ITS Architecture Policy on Transit Projects" 66 Fed. Reg. 1455 et seq., January 8, 2001, and other Federal requirements that may be issued. q. Federal Supply Schedules. In making federally assisted acquisitions, State, local, or nonprofit Recipients may not use Federal Supply Schedules except to the extent http://www.fta.dot.gov/3990_8358_ENG_Printable.htm 1/23/2006 permitted by U.S. GSA, U.S. DOT, or FTA regulations or directives. r. Neutrality in Labor Relations. To the extent permitted by law, the Recipient agrees to comply with Executive Order No. 13202, "Preservation of Open Competition and Government Neutrality Towards Government Contractors’ Labor Relations on Federal and Federally Funded Construction Projects," Executive Order No. 13202, as amended by Executive Order No. 13208, 41 U.S.C. § 251 note which, among other things, prohibits requirements for affiliation with a labor organization as a condition for award of any third party contract or subcontract for construction or construction management services. s. Electronic and Information Technology_. When using Federal financial assistance to procure reports or other information that will be delivered to the Recipient and provided by the Recipient to FTA, among others, the Recipient agrees to include within the specifications a requirement that such reports or information will be prepared using electronic or information technology capable of assuring that the reports or information delivered will meet the applicable accessibility standards of section 508 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794d, and U.S. ATBCB regulations, "Electronic and Information Technology Accessibility Standards," 36 C.F.R. Part 1194. Top Section 16. Leases. a. Capital Leases. To the extent applicable, the Recipient agrees to comply with FTA regulations, "Capital Leases," 49 C.F.R. Part 639, and any revision thereto. b. Leases Involving Certificates of Participation. The Recipient agrees to obtain FTA concurrence before entering into a leasing arrangement involving the issuance of certificates of participation in connection with the acquisition of any capital asset. c. Cross-Border Leases. To the extent applicable, the Recipient agrees to comply with FTA Circular 7020.1, "Cross-Border Leasing Guidelines," April 26, 1990, and any amendment thereto, in connection with the acquisition of capital assets involving a cross-border lease. Top Section 17. Patent Rights. a. General. If any invention, improvement, or discovery of the Recipient or any of its third party contractors or subrecipients at any tier of the Project is conceived or first actually reduced to practice in the course of or under the Project, and that invention, improvement, or discovery is patentable under the laws of the United States of America or any foreign country, the Recipient agrees to notify FTA immediately and provide a detailed report. b. Federal Rights__. The Recipient agrees that its rights and responsibilities, and those of each third party contractor and each subrecipient at any tier of the Project, pertaining to that invention, improvement, or discovery wil! be determined in accordance with applicable Federal laws, regulations, including any waiver thereof. Absent a determination in writing to the contrary by the Federal Government, the Recipient agrees to transmit to FTA those rights due the Federal Government in any http.//www.t~a.dot.gov/.~990_8_~ 58_ENG_Printable.htm 1/23/2006 invention, improvement, or discovery resulting from that third party contract or subcontract as specified in U.S. Department of Commerce regulations, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," 37 C.F.R. Part 401 (implementing the Presidential Memorandum [Statement] on Government Patent Policy to the Heads of Executive Departments and Agencies, dated February 18, 1983, 19 Weekly Comp. Pres. Doc. 252-253, Feb. 28, 1983), irrespective of the status of the Recipient, subrecipient, or third party contractor at any tier of the Project (Le., a large business, small business, State government or State instrumentality, local government, nonprofit organization, institution of higher education, individual, etc.) Top Section 18. Rights in Data and Copyrights. a. Definition. The term "subject data" used in this section means recorded information, whether or not copyrighted, that is delivered or specified to be delivered under the Grant Agreement or Cooperative Agreement. Examples include, but are not limited to: computer software, standards, specifications, engineering drawings and associated lists, process sheets, manuals, technical reports, catalog item identifications, and related information. "Subject data" does not include financial reports, cost analyses, or similar information used for Project administration. b. Federal Restrictions. The following restrictions apply to all subject data first produced in the performance of the Grant Agreement or Cooperative Agreement: (1) Except for its own internal use, the Recipient may not publish or reproduce subject data in whole or in part, or in any manner or form, nor may the Recipient authorize others to do so, without the written consent of the Federal Government, until such time as the Federal Government may have either released or approved the release of such data to the public. (2) The restriction on publication of Subsection 18.b(1 ) of this Master Agreement, however, does not apply to an Agreement with an institution of higher learning. c. Federal Rights in Data and CQp_y_ri&b_ts. The Recipient agrees to provide to the Federal Government a royalty-free, non-exclusive and irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use, for Federal Government purposes the "subject data" described in Subsections 18.c(1) and 18.c (2) of this Master Agreement. As used herein, "for Federal Government purposes," means use only for the direct purposes of the Federal Government. Without the copyright owner’s consent, the Federal Government may not provide or otherwise extend to other parties the Federal Government’s license to: (1) Any subject data developed under the Grant Agreement or Cooperative Agreement, or under a third party contract or subagreement financed by the Grant Agreement or Cooperative Agreement, whether or not a copyright has been obtained; and (2) Any rights of copyright to which a Recipient, subrecipient, or a third party contractor purchases ownership with Federal assistance. d. Special Federal Riqhts in Data for Research, Development, Demonstration, and Special Studies (Planning) Projects. FTA’s purpose in providing financial assistance for a special studies (planning), research; development, or demonstration Project, is http ://www. fta.dot.gov/3990_8358_ENG_Ptintable.htm 1/23/2006 to increase transportation knowledge, rather than limit the benefits of the Project to participants in the Project. Therefore, unless FTA determines otherwise, the Recipient of FTA financial assistance to support a research, development, demonstration, or a special studies (planning) Project agrees that, in addition to the rights in data and copyrights of Subsection 18.c of this Master Agreement, FTA may make available to any FTA recipient, subrecipient, third party contractor, or third party subcontractor, either FTA’s license in the copyright to the subject data or a copy of the subject data. If the Project is not completed for any reason whatsoever, all data developed under that Project shall become subject data as defined in Subsection 18.a of this Master Agreement and shall be delivered as the Federal Government may direct. This Subsection 18.d of this Master Agreement, however, does not apply to adaptations of automatic data processing equipment or programs for the Recipient’s use Whose costs are financed with Federal funds for capital Projects. e. Hold Harmless. Except as prohibited or otherwise limited by State law, upon request by the Federal Government, the Recipient agrees to indemnify, save, and hold harmless the Federal Government and its officers, agents, and employees acting within the scope of their official duties against any liability, including costs and expenses, resulting from any willful or intentional violation by the Recipient of proprietary rights, copyrights, or right of privacy, arising out of the publication, translation, reproduction, delivery, use, or disposition of any data furnished under the Project. The Recipient shall not be required to indemnify the Federal Government for any such liability caused by the wrongful acts of Federal employees or agents. f. Restrictions on Access to Patent Rights. Nothing in this Section 18 pertaining to rights in data shall imply a license to the Federal Government under any patent or be construed to affect the scope of any license or other right otherwise granted to the Federal Government under any patent. g. Data Developed Without Federal Funding or Support. In connection with the Project, the Recipient may find it necessary to provide data developed withdut any Federal funding or support to the Federal Government. The requirements of Subsections 18.b, 18.c, and 18.d of this Master Agreement do not apply to data developed without Federal funding or support, even though that data may have been used in connection with the Project. Nevertheless, the Recipient understands and agrees that the Federal Government will not be able to protect any data from unauthorized disclosure unless that data is clearly marked "Proprietary" or "Confidential." h. Statutory Requirements to Release Data. The Recipient understands and agrees that the Federal Government may be required to make available data and information submitted to the Federal Government for dissemination under the Freedom of Information Act, or other Federal statute(s) in accordance with implementation instructions contained in U.S. DOT regulations, "Uniform Administrative Requirements for Grants and Agreements with Institutions of Higher Education, Hospitals, and Other Non-Profit Organizations," at 49 C.F.R. § 19.36, revised March, 2000, to the extent applicable, and any subsequent applicable Federal requirements that may be promulgated. Top Section 19. Use of Real Property, Equipment, and Supplies. The Recipient understands and agrees that the Federal Government retains a Federal interest in any real property, equipment, and supplies financed with Federal assistance until, and to the extent, that the Federal Government relinquishes its http ://v~ _vw.t~a.dot.gov/3990_8358_ENG_Printable.htm 1/23/2006 Federal interest that property. Unless otherwise approved by FTA, the Recipient agrees to comply with the following requirements with respect to real property, equipment, and supplies financed by the Grant Agreement or Cooperative Agreement: a. Use of Property. The Recipient agrees to Gse Project real property, equipment, and supplies for appropriate Project purposes (which may include joint development purposes, that generate program income, both during and after the award period used to support transit activities) for the duration of the useful life of that property, as required by FTA. Should the Recipient unreasonably delay or fail to use Project property during the useful life of that property, the Recipient agrees that it may be required to return the entire amount of the Federal assistance expended on that property. The Recipient further agrees to notify FTA immediately when any Project property is withdrawn from Project use or when Project property is used in a manner substantially different from the representations the Recipient has made in its Application or the Project Description for the Grant Agreement or Cooperative Agreement for the Project. b. General Federal Requirements. A Recipient that is a State, a local government, or an Indian tribal government agrees to comply with property management standards of 49 C.F.R. §§ 18.31 through 18.34, including any amendments thereto, and other applicable guidelines or regulations the Federal Government may issue. A Recipient that is an institution of higher education, or a private nonprofit organization, agrees to comply with 49 C.F.R. §§ 19.30 through 19.37, including any amendments thereto, and other applicable guidelines or regulations the Federal Government may issue. Any exception to the requirements of 49 C.F.R. §§ 18.31 through 18.34, and to 49 C.F.R. §§ 19.30 through 19.37, requires the express approval of the Federal Government. A Recipient that is a for-profit organization agrees to comply with property management standards satisfactory to FTA. In addition, the Recipient consents to FTA’s established reimbursement requirements for premature dispositions of certain Project equipment (Le., when Project equipment is withdrawn from appropriate use before the expiration of the equipment’s useful life established by FTA), as explained in Subsection 19.g of this Master Agreement. c. Maintenance. The Recipient agrees to maintain Project real property and equipment in good operating order, in compliance with any guidelines, directives, or regulations FTA may issue. d. Records. The Recipient agrees to keep satisfactory records regarding the use of Project real prdperty, equipment, and supplies, and submit to the FTA upon request such information as may be required to assure compliance with Section 19 of this Master Agreement. e. Encumbrance of Project Propert~t. The Recipient agrees to maintain satisfactory continuing control of Project real property or equipment. Thus, absent written authorization by FTA permitting otherwise: (1) Written Transactions. The Recipient agrees to refrain from executing any transfer of title, lease, lien, pledge, mortgage, encumbrance, third party contract, grant anticipation note, alienation, or any other obligation that in any way would affect the Federal interest in any Project real property or equipment. (2) Oral Transactions. The Recipient agrees to refrain from obligating itself in any manner to any third party with respect to Project real property or equipment. http ://w~....-w. fta. do t. gov/3990_8358_ENG_Printab 1 e .htm 112312006 (3) Other Actions. The Recipient agrees to refrain from taking any action that would either adversely affect the Federal interest or impair the Recipient’s continuing control of the use of Project real property or equipment. f. Transfer of Proiect Property. The Recipient understands and agrees as follows: (1) _Recipient Request. The Recipient may transfer assets financed with Federal assistance authorized for 49 U.S.C. Chapter 53 to a public body to be used for any public purpose with no further obligation to the Federal Government, provided the transfer is approved by the Federal Transit Administrator and conforms with the requirements of 49 U.S.C. §§ 5334(g)(1) and (2). (2) Federal Government Direction. The Recipient agrees that the Federal Government may direct the disposition of, and even require the Recipient to transfer title to, any real property, equipment, or supplies financed with Federal assistance made available for the Grant Agreement or Cooperative Agreement. (3) Leasing Project P__r_qp__e_Ay to Another Party. If the Recipient leases any Project asset to another party, the Recipient agrees to retain ownership of the leased asset, and assure that the lessee will use the Project asset appropriately, either through a "Lease and Supervisory Agreement" between the Recipient and lessee, or another similar document, unless the Federal Government determines otherwise in writing. Upon request by FTA, the Recipient agrees to provide a copy of any relevant documents. g. Disposition of Proiect Property.. With prior FTA approval, the Recipient may sell, transfer, or lease Project property and use the proceeds to reduce the gross project cost of other eligible capital transit projects to the extent peCmitted by 49 U.S.C. § 5334(g)(4). Nevertheless, the Recipient agrees that FTA may establish the useful life of Project property, and that the Recipient will use Project property continuously and appropriately throughout that useful life. (1) Pr_EE0~Le_ct Pr____p_ope_A~_ Whose Useful Life Has Expired. When the useful life of Project Property has expired, the Recipient agrees to comply with FTA’s disposition requirements. (2) Project Property Prematurely_ Withdrawn from Use. For property withdrawn from appropriate use before its useful life has expired, the Recipient agrees as follows: (a) Notification Requirement. The Recipient agrees to notify FTA immediately when any Project real property, equipment, or supplies are prematurely withdrawn from appropriate use, whether by planned withdrawal, misuse, or casualty loss. (b) Calculating_the Fair Market Value of Prematurely Withdrawn Proj_ect_P__rop_e_~_y.. The Recipient agrees that the Federal Government retains a Federal interest in the fair market value of Project property prematurely withdrawn from mass transportation use. The amount of the Federal interest in the property shall be determined on the basis of the ratio of the Federal assistance awarded by the Federal Government for the property to the actual cost of the Property. The Recipient agrees that the fair market value of property prematurely withdrawn from use will be calculated as follows: 1_. Equipment and Sup#lies. Unless otherwise determined in writing by FTA, the Recipient agrees that fair market value shall be calculated by straight-line http ://www. fta. dot. gov/3990_8358_ENG_Printabl e.htm 1/23/2006 depreciation of the equipment or supplies, based on the useful life of the equipment or supplies established or approved by FTA. In addition, the fair market value of equipment and supplies shall be the value immediately before the occurrence prompting the withdrawal of that property from use. In the case of equipment or supplies lost or damaged by fire, casualty, or natural disaster, the fair market value shall be calculated on the basis of the condition of that property immediately before the fire, casualty, or natural disaster, irrespective of the extent of insurance coverage. As authorized by 49 C.F.R. § 18.32(b), a State may use its own disposition procedures, provided that those procedures comply with the State’s laws. 2. Real Propert~t. The Recipient agrees that the fair market value of real property shall be determined either by competent appraisal based on an appropriate date approved by the Federal Government, as provided by 49 C.F.R. Part 24, or by straight line depreciation, whichever is greater. 3. Exceptional Circumstances. The Recipient agrees that the Federal Government may require the use of another method of determining the fair market value of property. In unusual circumstances, the Recipient may request that another reasonable valuation method be used including, but not limited to, accelerated depreciation, comparable sales, or established market values. In determining whether to approve such a request, the Federal Government may consider any action taken, omission made, or unfortunate occurrence suffered by the Recipient with respect to the preservation or conservation of Project property withdrawn from appropriate use. (c) _Qb_jligations to the Federal Government. Unless otherwise approved in writing by the Federal Government, the Recipient agrees to remit to the Federal Government the Federal interest in the fair market value of Project real property, equipment, or supplies prematurely withdrawn from appropriate use. In the case of fire, casualty, or natural disaster, the Recipient may fulfill its responsibilities with respect to the Federal interest remaining in the damaged equipment or supplies by either: 1_. Investing an amount equal to the remaining Federal interest in like-kind equipment or supplies that are eligible for assistance within the scope of the Project that provided financial assistance for the damaged equipment or supplies; or ~. Returning to the Federal Government an amount equal to the remaining Federal interest in the damaged property. h. Insurance Proceeds. If the Recipient receives insurance proceeds as a result of damage or destruction to the Project property, the Recipient agrees to: (1) Apply those insurance proceeds to the cost of replacing the damaged or destroyed Project property taken out of service, or (2) Return to the Federal Government an amount equal to the remaining Federal interest in the damaged or destroyed property. i. Tran_s_portation - Hazardous Materials. The requirements of U.S. Research and Special Programs Administration regulations, "Shippers - General Requirements for Shipments and Packagings," 49 CoF.R. Part 173, apply to the transportation of hazardous materials. j. Misused or Damaged Project Property. If any damage to Project real property, equipment, or supplies results from abuse or misuse of that property occurring with the Recipient’s knowledge and consent, the Recipient agrees to restore that real http ://www.fta.dot.gov/3990_8358_ENG_Printable.htm 1/23/2006 property or equipment to its original condition or refund the value of the Federal interest in the damaged property, as the Federal Government may require. k. Obligations After Project Closeout. A Recipient that is a State, local government, or Indian tribal government agrees that Project closeout will not alter its property management obligations of Section 19 of this Master Agreement and applicable Federal regulations and other FTA requirements or directives. Top Section 20. Insurance. In addition to any other insurance requirements that may apply in connection with the Project, the Recipient agrees as follows: a. Minimum Requirements. At a minimum, the Recipient agrees to comply with the insurance requirements normally imposed by the laws, regulations, and ordinances of its State and local governments. b. Flood Hazards. To the extent applicable, the Recipient agrees to comply with the flood insurance purchase requirements of section 102(a) of the Flood Disaster Protection Act of 1973, 42 U.S.C. § 4012a(a), with respect to any Project activity involving construction or an acquisition having an insurable cost of $10,000 or more. Top Section 21. Relocation. When relocation of individuals or businesses is required, the Recipient agrees to comply with the following requirements: a. Relocation Protections. The Recipient agrees to comply with the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended, 42 U.S.C. §§ 4601 et seq.; and U.S. DOT regulations, "Uniform Relocation and Real Property Acquisition for Federal and Federally Assisted Programs," 49 C.F.R. Part 24, which provide for fair and equitable treatment of persons displaced or whose property is acquired as a result of Federal and federally assisted programs. These requirements apply to all interests in real property acquired for Project purposes regardless of Federal participation in their purchase. b. Nondiscrimination in Housin.q. The Recipient agrees to comply with Title VIII of the Civil Rights Act of 1968, as amended, 42 U.S.C. §§ 3601 et seq. and Executive Order No. 12892, "Leadership and Coordination of Fair Housing in Federal Programs: Affirmatively Furthering Fair Housing," 42 U.S.C. § 3608 note, when carrying out its responsibilities to provide housing used to meet Federal relocation requirements. c. Prohibition Against Use of Lead-Based Paint. In undertaking construction or rehabilitation of residence structures on behalf of individuals affected by land acquisition in connection with the Project, the Recipient agrees to refrain from using lead-based paint in accordance with Section 401 (13) of the Lead-Based Paint Poisoning Prevention Act, 42 U.S.C. § 4831(b). Top http://www, fta.dot.gov/3990_8358_ENG_Printable.htm 1/23/2006 Section 22. Real Property. For Projects involving real property, the Recipient agrees as follows: a. Land Acquisition. The Recipient agrees to comply with the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended, 42 U.S.C. §5 4601 et seq.; and U.S. DOT regulations, "Uniform Relocation and Real Property Acquisition for Federal and Federally Assisted Programs," 49 C.F.R. Part 24. These requirements apply to all interests in real property acquired for Project purposes regardless of Federal participation in their purchase. b. Covenant Assurinq Nondiscrimination. The Recipient agrees to include a covenant in the title of the real property to assure nondiscrimination during the useful life of the Project. c. Recording Title to Real Property. To the extent required by FTA, the Recipient agrees to record the Federal interest in the title of real property. d. FTA A!~_ roval of Changes in Real Property Ownership_. The Recipient agrees that it will not dispose of, modify the use of, or change the terms of the real property title, or other interest in the site and facilities without permission and instructions from FTA. Top Section 23. Construction. For activities involving construction, the Recipient agrees as follows: a. Draftinq, Review, and Approval of Construction Plans and Specifications. To the extent required by FTA, the Recipient agrees to comply with FTA requests pertaining to the drafting, review, and approval of construction plans and specifications. b. _S__u_pervision of Construction. The Recipient agrees to provide and maintain competent and adequate engineering supervision at the construction site to ensure that the complete work conforms to the approved plans and specifications. c. Construction Reports. The Recipient agrees to provide progress reports and such other information as may be required by FTA or the State. d. Project Manaqement for Major Capital Projects. To the extent applicable, the Recipient agrees to comply with FTA regulations, "Project Management Oversight," 49 C.F.R. Part 633, and any revision thereto. e. Seismic SafetY. The Recipient agrees to comply with the Earthquake Hazards Reduction Act of 1977, as amended, 42 U.S.C. 55 7701 et seq., with Executive Order No. 12699, "Seismic Safety of Federal and Federally-Assisted or Regulated New Building Construction," 42 U.S.C. 5 7704 note, and with U.S. DOT regulations, "Seismic Safety,"49 C.F.R. Part 41 (specifically, 49 C.F.R. 5 41.117). Top http ://www. fta.dot.gov/3990_8358_ENG_Printable.htm 1/23/2006 Section 24. Employee Protections. a. Construction Activities. The Recipient agrees to comply, and assures the compliance of each third party contractor and each subrecipient at any tier of the Project, with the following employee protection requirements for construction employees: (1) Davis-Bacon Act, as amended, 40 U.S.C. §§ 276a - 276a(7), FTA’s enabling legislation requiring compliance with the Davis-Bacon Act, at 49 U.S.C. § 5333(a), and U.S. DOL regulations, "Labor Standards Provisions Applicable to Contracts Governing Federally Financed and Assisted Construction (also Labor Standards Provisions Applicable to Nonconstruction Contracts Subject to the Contract Work Hours and Safety Standards Act)," 29 C.F.R. Part 5; (2) Contract Work Hours and Safety Standards Act, as amended, particularly with the requirements of section 102 of that Act, 40 U.S.C. §§ 327 - 332; and U.S. DOL regulations, "Labor Standards Provisions Applicable to Contracts Governing Federally Financed and Assisted Construction (also Labor Standards Provisions Applicable to Nonconstruction Contracts Subject to the Contract Work Hours and Safety Standards Act)," 29 C.F.R. Part 5; and with section 107 of that Act, 40 U.S.C. § 333, and U.S. DOL regulations, "Safety and Health Regulations for Construction," 29 C.F.R. Part 1926; and (3) _Copeland "Anti-Kickback" AcLas.amended, 18 U.S.C. § 874 and 40 U.S.C. § 276c, and U.S. DOL regulations, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in part by Loans or Grants from the United States," 29 C.F.R. Part 3. b. Activities Not Involvinq Construction. The Recipient agrees to comply and assures the compliance of each third party contractor and each subrecipient at any tier of the Project, with employee protection requirements for nonconstruction employees of section 102 of the Contract Work Hours and Safety Standards Act, as amended, 40 U.S.C. §§ 327 - 332, and U.S. DOL regulations, "Labor Standards Provisions Applicable to Contracts Governing Federally Financed and Assisted Construction (also Labor Standards Provisions Applicable to Nonconstruction Contracts Subject to the Contract Work Hours and Safety Standards Act)," 29 C.F.R. Part 5. c. Activities Involving Commerce. The Recipient agrees that the provisions of the Fair Labor Standards Act, 29 U.S.C. §§ 201 et seq., applies to employees performing Project work involving commerce. d. Transit Empl_oyee Protective Arrang_ements. If the Grant Agreement or Cooperative Agreement indicates that transit employee protective arrangements required by U.S. DOL apply to transit operations performed in connection with the Project, the Recipient agrees to comply with the applicable requirements for its Project as follows: (1) Standard Transit Emp_lo_yee Protective Arrangements. To the extent that the Project involves transit operations, the Recipient agrees to implement the Project in compliance with the terms and conditions that the U.S. Secretary of Labor has determined to be fair and equitable to protect the interests of any employees affected by the Project and that meet the requirements of 49 U.S.C. § 5333(b), and of the U.S. DOL guidelines, "Section 5333(b), Federal Transit Law," 29 C.F.R. Part 215 and any amendments thereto. These terms and conditions are identified in U.S. DOL’s certification of transit employee protective arrangements to FTA, the date of which http ://www. fta.dot.gov/3990_8358_ENG_Printable.htm 1/23/2006 certification appears in the Grant Agreement or Cooperative Agreement, and the Recipient agrees to implement the Project in compliance with the conditions stated in that U.S. DOL certification. That U.S. DOL certification and any documents that may be cited therein are incorporated by reference and made part of the Grant Agreement or Cooperative Agreement. The requirements of this Subsection 24.d(1 ) of this Master Agreement do not apply to Projects for elderly persons or persons with disabilities that are authorized by 49 U.S.C. § 5310(a)(2) or to Projects for nonurbanized areas that are authorized by 49 U.S.C. § 5311 ; separate requirements for those Projects are contained in Subsections 24.d(2) and 24.d(3), respectively, of this Master Agreement. (2) Transit Employee Protective Arranqements for Projects for Elderly and Persons with Disabilities Authorized b__y 49 U.S.C. 53~_~3__!_0_~)~.~.). To the extent that the U.S. Secretary of Transportation has determined or determines in the future that employee protective arrangements required by 49 U.S.C. § 5333(b) are necessary or appropriate for a public body subrecipient under the Project, the Recipient agrees to carry out the Project in compliance with the terms and conditions determined by the U.S. Secretary of Labor as necessary to meet the requirements of 49 U.S.C. § 5333 (b), and the U.S. DOL guidelines, "Section 5333(b), Federal Transit Law," at 29 C.F.R. Part 215, and any amendments thereto. These terms and conditions are identified in U.S. DOL’s certification of transit employee protective arrangements to FTA, the date of which appears in the Grant Agreement. The Recipient agrees to implement the Project in compliance with the conditions stated in that U.S. DOL certification. That U.S. D©L certification and any documents that may be cited therein are incorporated by reference and made part of the Grant Agreement. (3) Transit Employee Protective Arranqements for Proiects in Nonurbanized Areas Authorized by 49 U.S.C. § 5311. The Recipient agrees to comply with the terms and conditions of the Special Warranty for the Nonurbanized Area Program agreed to by the U.S. Secretaries of Transportation and Labor, dated May 31, 1979, U.S. DOL implementing procedures, and any revisions thereto. Top Section 25. Environmental Requirements. The Recipient recognizes that many Federal and State laws imposing environmental and resource conservation requirements may apply to the Project. Some, but not all, of the major Federal laws that may affect the Project include: the National Environmental Policy Act of 1969, as amended, 42 U.S.C. §§ 4321 et seq.; the Clean Air Act, as amended, 42 U.S.C. §§ 7401 et seq. and scattered sections of 29 U.S.C.; the Federal Water Pollution Control Act, as amended, 33 U.S.C. §§ 1251 et seq.; the Resource Conservation and Recovery Act, as amended, 42 U.S.C. §§ 6901 et seq.; and the Comprehensive Environmental Response, Compensation, and Liability Act, as amended, 42 U.S.C. §§ 9601 et seq. The Recipient also recognizes that U.S. EPA, FHWA and other Federal agencies have issued, and in the future are expected to issue, regulations, guidelines, standards, orders, directives, or other requirements that may affect the Project. Thus, the Recipient agrees to comply, and assures the compliance of each subrecipient and each third party contractor, with any such Federal requirements as the Federal Government may now or in the future promulgate. Listed below are requirements of particular concern to FTA and the Recipient. The Recipient agrees that those laws and regulations do not constitute the Recipient’s entire obligation to meet all Federal environmental and resource conservation requirements. a. Environmental Protection. The Recipient agrees to comply with all applicable requirements of the National Environmental Policy Act of 1969, as amended, 42 http://www.fta.dot.gov/3990 8358 ENG Printable.htm 1/23/2006 U.S.C. §§ 432! et seq., Executive Order No. 11514, as amended, "Protection and Enhancement of Environmental Quality," 42 U.S.C. § 4321 note; FTA statutory requirements at 49 U.S.C. § 5324(b); U.S. Council on Environmental Quality regulations pertaining to compliance with the National Environmental Policy Act of 1969, as amended, 40 C.F.R. Part 1500 et seq.; joint FHWA/FTA regulations, "Environmental Impact and Related Procedures," 23 C.F.R. Part 771 and 49 C.F.R. Part 622, and, when promulgated, joint FHWA/FTA regulations, "NEPA and Related Procedures for Transportation Decisionmaking, Protection of Public Parks, Wildlife and Waterfowl Refuges, and Historic Sites," 23 C.F.R. Part 1420 and 49 C.F.R. Part 623. b. Air Quality. The Recipient agrees to comply with all applicable regulations, standards, orders, and requirements implementing the Clean Air Act, as amended, 42 U.S.C. §§ 7401 etseq. In addition : (1) The Recipient agrees to comply with the applicable requirements of the U.S. EPA regulations, "Conformity to State or Federal Implementation Plans of Transportation Plans, Programs, and Projects Developed, Funded or Approved Under Title 23 U.S.C. or the Federal Transit Act," 40 C.F.R. Part 51, Subpart T; and "Determining Conformity of Federal Actions to State or Federal Implementation Plans," 40 C.F.R. Part 93. To support the requisite air quality conformity finding for the Project, the Recipient agrees to implement each air quality mitigation or control measure incorporated in the Project. The Recipient further agrees that any Project identified in an applicable State Implementation Plan as a Transportation Control Measure will be wholly consistent with the design concept and scope of the Project described in the State Implementation Plan. (2) U.S. EPA also imposes requirements implementing the Clean Air Act, as amended, that may apply to transit operators, particularly operators of large transit bus fleets. Accordingly, the Recipient agrees to comply with the following U.S. EPA regulations to the extent they are applicable to the Project: "Control of Air Pollution from Motor Vehicles and Motor Vehicle Engines," 40 C.F.R. Part 85; "Control of Air Pollution from New and In-Use Motor Vehicles and New and In-Use Motor Vehicle Engines: Certification and Test Procedures," 40 C.F.R. Part 86; and "Fuel Economy of Motor Vehicles," 40 C.F.R. Part 600. (3) The Recipient agrees to comply with the notification of violating facility requirements of Executive Order No. 11738, "Administration of the Clean Air Act and the Federal Water Pollution Control Act with Respect to Federal Contracts, Grants, or Loans," 42 U.S.C. § 7606 note. c. Clean Water. The Recipient agrees to comply with all applicable standards, orders, or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. §§ 1251 et seq. In addition: (1) The Recipient agrees to protect underground sources of drinking water consistent with the provisions of the Safe Drinking Water Act of 1974, as amended, 42 U.S.C. §§ 300f et seq. (2) The Recipient agrees to comply with the notification of violating facility requirements of Executive Order No. 11738, "Administration of the Clean Air Act and the Federal Water Pollution Control Act with Respect to Federal Contracts, Grants, or Loans," 42 U.S.C. § 7606 note. d. Use of Public Lands. The Recipient agrees to refrain from using in its Project any http ://~ww)v~. fta. dot. gov/3990_8358_ENG_Printabl e .htm 1/23/2006 publicly owned land from a park, recreation area, or wildlife or waterfowl refuge of national, State, or local significance as determined by the Federal, State, or local officials having jurisdiction thereof, and also refrain from using in its Project any land from a historic site of national, State, or local significance unless the Federal Government makes the specific findings as required by 49 U.S.C. § 303. e. Wild and Scenic Rivers. The Recipient agrees to Comply with the Wild and Scenic Rivers Act of 1968, as amended, 16 U.S.C. §§ 1271 etseq, relating to protecting components of the national wild and scenic rivers system. f. Coastal Zone Management. The Recipient agrees to assure Project consistency with the approved State management program developed under the Coastal Zone Management Act of 1972, as amended, 16 U.S.C. §§ 145! et seq. g. Wetlands. The Recipient agrees to comply with the protections for wetlands in accordance with Executive Order No. 11990, as amended, "Protection of Wetlands," 42 U.S.C. § 4321 note. h. Floodplains. The Recipient agrees to comply with the flood hazards protections in floodplains in accordance with Executive Order No. 11988, as amended, "Floodplain Management" 42 U.S.C. § 4321 note. i. Endangered Species.. The Recipient agrees to comply with the protections for endangered species of the Endangered Species Act of 1973, as amended, 16 U.S.C. §§ 1531 et seq. j. Historic Preservation. The Recipient agrees to facilitate compliance with the Federal historic and archaeological preservation requirements of section 106 of the National Historic Preservation Act, as amended, 16 U.S.C. § 470f; of Executive Order No. 11593, "Protection and Enhancement of the Cultural Environment," 16 U.S.C. § 470 note; and of the Archaeological and Historic Preservation Act of 1974, as amended, 16 U.S.C. §§ 469a et seq. by taking the following actions: (1) In accordance with U. S. Advisory Council on Historic Preservation regulations, "Protection of Historic and Cultural Properties," 36 C.F.R. Part 800, the Recipient agrees to consult with the State Historic Preservation Officer concerning investigations to identify properties and resources included in or eligible for inclusion in the National Register of Historic Places that may be affected by the Project, and agrees to notify FTA of any affected properties. (2) The Recipient agrees to comply with all Federal requirements to avoid or mitigate adverse effects on those historic properties. k. Environmental Justice. The Recipient agrees to comply With the policies of Executive Order No. 12898, "Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations," 42 U.S.C. § 4321 note. I. Mitigation of Adverse Environmental Effects. Should the Proposed project cause or result in adverse environmental effects, the Recipient agrees to take all reasonable measures to minimize those adverse effects, as required by 49 U.S.C. § 5324(b), and other applicable Federal laws and regulations, including joint FHWA/FTA regulations, "Environmental Impact and Related Procedures," 23 C.F.R. Part 771 and 49 C.F.R. Part 622 and, when promulgated, with new FHWAJFTA regulations, "NEPA and Related Procedures for Transportation Decisionmaking, Protection of Public Parks, Wildlife and Waterfowl Refuges, and Historic Sites," 23 C.F.R. Part 1420, and 49 http ://~. fta. dot. go v/3990_8358_ENG_Printab le.htm 1/23/2006 C.F.R. Part 623. The Recipient agrees to comply with all environmental mitigation measures identified as commitments in applicable environmental documents (Le., environmental assessments, environmental impact statements, memoranda of agreement, and documents required by 49 U.S.C. § 303) and with any conditions imposed by the Federal Government in a finding of no significant impact or a record of decision. The Recipient agrees that those mitigation measures are incorporated by reference and made part of the Grant Agreement or Cooperative Agreement. The Recipient agrees that deferred mitigation measures will be incorporated by reference and made part of the Grant Agreement or Cooperative Agreement as soon as agreement with the Federal Government is reached and understands that those mitigation measures agreed upon may not be modified or withdrawn without the express written approval of the Federal Government. Top Section 26. Energy Conservation. The Recipient agrees to comply with the mandatory energy efficiency standards and policies within the applicable State energy conservation plans issued in compliance with the Energy Policy and Conservation Act, 42 U.S.C. §§ 6321 et seq. Top Section 27. State Management and Monitoring Systems. The Recipient agrees to comply with applicable requirements of joint FHWA/FTA regulations, "Management and Monitoring Systems," 23 C.F.R. Parts 500 and 49 C.F.R. Part 614, to the extent applicable. Top Section 28. Charter Service Operations. The Recipient agrees that neither it nor any transit operator performing work in connection with the Project will engage in charter service operations, except as permitted by 49 U.S.C. § 5323(d), FTA regulations, "Charter Service," 49 C.F.R. Part 604, and any amendments thereto, that may be issued. Any charter service agreement required by these regulations is incorporated by reference and made part of the Grant Agreement or Cooperative Agreement. Top Section 29. School Transportation Operations. The Recipient agrees that neither it nor any transit operator performing work in connection with the Project will engage in school transportation operations for the transportation of students or school personnel exclusively in competition with private school transportation operators, except as permitted by 49 U.S.C. § 5323(f) and FTA regulations, "School Bus Operations," 49 C.F.R. Part 605, and any amendments thereto that may be issued. Any school transportation agreement required by these regulations is incorporated by reference and made part of the Grant Agreement or Cooperative Agreement. Top http://ww-w.fta.dot.gov/3990_8358 ENG Printable.htm 1/23/2006 Section 30. Metric System. As required by U.S. DOT or FTA, the Recipient agrees to use the metric system of measurement in its Project activities, in accordance with the Metric Conversion Act, as amended by the Omnibus Trade and Competitiveness Act, 15 U.S.C. §§ 205a et seq.; Executive Order No. 12770, "Metric Usage in Federal Government Programs," 15 U.SlC. § 205a note; and any U.S. DOT or FTA regulations, guidelines, and policies. To the extent practicable and feasible, the Recipient agrees to accept products and services with dimensions expressed in the metric system of measurement. Top Section 31. Substance Abuse. The Recipient agrees to comply with the following Federal substance abuse regulations: a. Druq-Free Workplace. U.S. DOT regulations, "Drug-Free Workplace Requirements (Grants)," 49 C.F.R. Part 29, Subpart F, as modified by 41 U.S.C. §§ 702 et seq. b. Alcohol Misuse and Prohibited Drug Use. FTA regulations, "Prevention of Alcohol Misuse and Prohibited Drug Use in Transit Operations," 49 CFR Part 655, to the extent applicable. Top Section 32. State Safety Oversight of Rail Fixed Guideway Public Systems. To the extent applicable, the Recipient agrees to comply with 49 U.S.C. § 5330, and FTA regulations, "Rail Fixed Guideway Systems; State Safety Oversight," 49 C.F.R. Part 659, and any guidance that FTA or U.S. DOT may issue to implement 49 U.S.C. § 5330. Top Section 33. Seat Belt Use. In accordance with Executive Order No. 13043, "Increasing Seat Belt Use in the United States," 23 U. S. C. § 402 note, the Recipient is encouraged to adopt on-the- job seat belt use policies and programs for its employees that operate company- owned, rented, or personally-operated vehicles and include this provision in third party contracts and subcontracts, and subagreements under the Project. Top Section 34. Protection of Sensitive Security Information. To the extent applicable, the Recipient agrees to comply with section 101 (e) of the Aviation and Transportation Security Act, 49 U.S.C. § 40119(b), with U.S. Transportation Security Administration regulations, "Protection of Sensitive Security http ://www. fta. dot.gov/3990_8358_ENG_Printable.htm 1/23/2006 Information," 49 C.F.R. Part 1520, and with any implementing regulations, requirements, or guidelines that the Federal Government may issue. Top Section 35. Special Requirements for Urbanized Area Formula Projects. The following requirements apply to all Projects financed with Federal assistance authorized for 49 U.S.C. § 5307: a. Fares and Services. Before increasing fares or instituting a major reduction of service, the Recipient agrees to use its established administrative process to solicit and consider public comment. b. Audit Req_u.irements. The Recipient agrees that the Federal Government may conduct, or may require the Recipient to engage an independent entity to conduct, annual or more frequent reviews and audits as required by 49 U.S.C. § 5307(i) and any applicable regulations or guidelines that the Federal Government may issue. The Recipient agrees that such audits will be conducted in accordance with the U.S. General Accounting Office, "Government Auditing Standards." c. Half-Fare Requirements. The Recipient agrees that the fares or rates it charges the elderly and persons with disabilities during nonpeak hours for transportation using or involving Project facilities and equipment will not exceed one-half of the rates that generally apply to other persons at peak hours, irrespective of whether the operation of such facilities and equipment is by the Recipient or another entity through lease or otherwise. In addition, the Recipient agrees to give the rate required herein to any person presenting a Medicare card duly issued to that individual pursuant to Title II or Title XVIII of the Social Security Act, 42 U.S.C. §9 401 et seq., and 42 U.S.C. 99 1395 et. seq. d. Procurement of an Associated Capital Maintenance Product. In accordance with the terms of 49 U.S.C. 9 5326(d), the Recipient may, without prior Federal approval, procure an eligible associated capital maintenance product by contract directly with the original supplier or manufacturer of the item to be replaced, provided that the Recipient: (1) first certifies in writing that such manufacturer or supplier is the only source of that item and the price of that item is no higher than the price paid for that item by like customers, and (2) complies with applicable Buy America statutory and regulatory requirements. e. Transit Security_. Each fiscal year, the Recipient agrees to spend at least one (1) percent of its funds authorized by 49 U.S.C. 9 5307 for transit security Projects, unless the Recipient has certified to FTA that such expenditures are not necessary. f. Restrictions on the Use of Formula Assistance for Operations. A Recipient permitted to use Federal assistance authorized for 49 U.S.C. 9 5307 to support operations agrees as follows: (1) The Recipient will comply with the restrictions of 49 U.S.C. 99 5307(b)(1 ) and 5307(f) in using urbanized area formula funds for operating assistance, unless permitted otherwise by FTA. (2) Financial assistance authorized by 49 U.S.C. 9 5307 may be applied to the Net Project Cost of the Recipient’s operating expenses incurred during the Project time http ://www. fta.dot.gov/3990_8358_ENG_Printabte.htm 1/23/2006 period set forth in the Approved Project Budget and, with FTA approval, may be extended to a later date to the extent permitted by law, provided that the applicable operating assiStance limitation is not exceeded. g. Re~ing~_quirements. For each fiscal year, the Recipient agrees to conform, and assures that any transit operator to which the Recipient provides funds authorized by 49 U.S.C. § 5307 will conform, to the reporting system and the uniform system of accounts and records required by 49 U.SoC. § 5335(a) for FTA’s national transit database and FTA regulations, "Uniform System of Accounts and Records and Reporting System," 49 C.F.R. Part 630. h. Criminal Sanctions. The Federal criminal sanctions of 49 U.S.C. § 1001 apply to any submission or certification provided in connection with the Urbanized Area Formula Program authorized by 49 U.S.C. § 5307. Top Section 36. Special Requirements for Elderly and Persons with Disabilities Formula Projects. The Recipient agrees to comply with following requirements in administering Projects financed with Federal assistance authorized for 49 U.S.C. § 5310: a. Eligible Subrecipients. tf Federal assistance authorized for 49 U.S.C. § 5310 and awarded for the Grant Agreement has been designated for Projects to be undertaken by entities eligible for assistance in accordance with 49 U.S.C. § 5310(a)(2), the Recipient will provide assistance only to subrecipients that qualify as: (1) a private nonprofit corporation or association meeting the special needs of the elderly and persons with disabilities for whom transit services are unavailable, insufficient, or inappropriate; (2) a public body approved by the State to coordinate services for the elderly and persons with disabilities; or (3) a public body that certifies to the Governor that there are no nonprofit corporations or associations readily available in its area able to provide service to meet the special needs of the elderly and persons with disabilities. b. State Procedures. The Recipient agrees to administer each Project financed with Federal assistance authorized for 49 U.S.C. § 5310 in accordance with FTA Circular 9070.1 E, "Elderly and Persons with Disabilities Program Guidance and Application Instructions" or any revision thereto, other applicable FTA guidance, and applicable Federal statutes and regulations. To the extent, however, that any existing or subsequent Federal statute or regulation conflicts with the provisions of FTA Circular 9070.1E or any revision thereto, the Federal statute or regulation will apply. c. _E!i.qible Project Activities. Federal assistance awarded for the Project may be used for eligible capital Projects specified under 49 U.S.C. § 5310 and may include meal delivery service to the extent permitted by 49 U.S.C. § 5310(h). d. Transfer of Assets. In addition to the statutory authority of 49 U.S.C. § 5334(g) permitting the transfer of Project assets, the Recipient may also transfer facilities and equipment acquired with Federal assistance authorized for 49 U.S.C. § 5311 to any entity eligible to receive assistance under 49 U.S.C. chapter 53, provided that the subrecipient currently in possession of these facilities or equipment consents to the transfer and the facilities or equipment will continue to be used in accordance with the requirements of 49 U.S.C. § 53t 1. http://www, fta.dot.gov/3990_8358_ENG_Printable.htm 1/23/2006 Top Section 37. Special Requirements for Nonurbanized Area Formula Projects. The Recipient agrees to comply with following requirements in administering Projects financed with Federal assistance authorized for 49 U.S.C. § 5311 : a. State Procedures. The Recipient agrees to administer each Project financed with Federal assistance authorized for 49 U.S.C. § 5311 in accordance with FTA Circular 9040.1 E, "Nonurbanized Area Formula Program Guidance and Grant Application Instructions" or any revision thereto, or other applicable FTA guidance, and applicable Federal statutes and regulations. To the extent, however, that any existing or subsequent Federal statute or regulation conflicts with the provisions of FTA Circular 9040.1E or any revision thereto, the Federal statute or regulation will apply. b. Eligible Project Activities. Federal assistance provided for the Grant Agreement and subagreements may be used for transit Projects in areas other than urbanized areas. These Projects must be eligible for Federal assistance authorized for 49 U.S.C. § 5311, and may include purchase of service agreements with private providers of transit service and meal delivery service, to the extent permitted by 49 U.S.C. § 5311. c. Transfer of Assets. In addition to the statutory authority of 49 U.S.C. § 5334(g) permitting the transfer of Project assets, the Recipient may also transfer facilities and equipment acquired with Federal assistance authorized for 49 U.S.C. § 5311 to any entity eligible to receive assistance under 49 U.S.C. chapter 53, provided that the subrecipient currently in possession of these facilities or equipment consents to the transfer and the facilities or equipment will continue to be used in accordance with the requirements of 49 U.S.C. § 5311. d. Restrictions on the Use of Formula Assistance for Operations. Formula assistance authorized for 49 U.S.C. § 5311 and provided for operating assistance may be applied to the Net Project Cost of the subrecipient’s operating expenses incurred during the Project time period specified for the Project, and, with FTA approval, may be extended to a later date to the extent permitted by law. e. Intercity Transportation. The Recipient agrees to spend at least fifteen (15) percent of its funds authorized for 49 U.S.C. § 5311 each fiscal year for intercity transportation Projects, unless the State’s chief executive officer or his or her duly authorized designee has certified to FTA that the State’s intercity bus service needs are being adequately met. Top Section 38. Special Requirements for Clean Fuels Formula Projects. The Recipient agrees to comply with following requirements in administering Projects financed with Federal assistance authorized for 49 U.S.C. § 5308: a. General Req.uirements. The Recipient agrees to comply with FTA regulations, "Clean Fuels Formula Grant Program," 49 C.F.R. Part 624, and other implementing Federal requirements or guidance that may be issued. b. Requirements to Use Clean Fuels. The Recipient agrees to use only clean fuels in http ://www. fta.dot.gov/3990_8358_ENG_Printable.htm 1/23/2006 any vehicle acquired with Federal transit assistance funds authorized by 49 U.S.C. § 5308. c. Limitations on the Use of Funds. The Recipient agrees to use funds authorized by 49 U.S.C. § 5308 only for Projects approved by FTA, and obtain FTA concurrence before using those funds for other purposes. Top Section 39. Special Requirements for Research, Development, Demonstration, and Special Studies (Planning) Projects. The Recipient agrees to comply with following requirements: a..P_roje__ct__R_e_port. The Recipient agrees to: (1) Prepare and make available a comprehensive report on the results of the Project, the conclusions reached, and the methods used. (2) Include in each report appropriate notice that the report is being disseminated under the sponsorship of the U.S. Department of Transportation, Federal Transit Administration to foster information exchange, and that: (a) the U.S. Government assumes no liability for the contents or use of the report, (b) the U.S. Government is not endorsing manufacturers or products cited in the report, and (c) any trade name appearing within the report has been included only because it is essential to the content of the report. b. Proiect Identification. The Recipient agrees that each tangible product developed in the course of or resulting from Project activities shall be include an appropriate sign, designation, or notification stating that the Project has been financed with Federal assistance provided by the U.S. Department of Transportation, Federal Transit Administration. Unless waived by FTA, this requirement applies to all equipment, hardware, construction, reports, data, or any similar items produced under the Grant Agreement or Cooperative Agreement. c. Protection of Human Subjects. The Recipient agrees to comply with the requirements of the National Research Act, Pub. L. 93-348, July 12, 1974, as amended, 42 U.S.C. §§ 289 et seq. and U.S. DOT regulations, "Protection of Human Subjects," 49 C.F.R. Part 11 pertaining to protections for human subjects participating in or involved in research, development, and related activities in connection with the Project. d. Protection of Animals. The Recipient agrees to comply with the requirements of the Laboratory Animal Welfare Act of 1966, as amended, 7 U.S.C. §§ 2131 et seq. and U.S. Department of Agriculture regulations, "Animal Welfare," 9 C.F.R. Subchapter A, Parts 1,2, 3, and 4 pertaining to the care, handling, and treatment of warm blooded animals involved in research, development, and related activities involved in the Project. e. Export Control. The Recipient understands and agrees that any technical information developed under this Agreement may be subject to export control regulations promulgated by the Bureau of Export Administration of the U.S. Department of Commerce and by other agencies of the Federal Government, including the U.S. Department of State, U.S. Department of the Treasury, or U.S. http ://www. fta.dot.gov/3990_8358_ENG_Printable.htm 1/23/2006 Department of Defense. Accordingly, for any technical information regulated by U.S. export control regulations, the Recipient agrees that it will not export that technical information, or the direct product thereof, directly or indirectly, to any countries or foreign persons without first obtaining the necessary license(s) and/or other complying with any such export control regulations. Top Section 40. Special Requirements for Job Access and Reverse Commute Grant Projects. The Recipient agrees to comply with following requirements in administering Projects financed with Federal assistance authorized for section 3037 of TEA-21,49 U.S.C. § 5309 note: a..G__en___eral Re______~irements. The Recipient agrees to comply with all applicable Federal requirements or guidance that may be issued to implement the Job Access and Reverse Commute Grant Program, authorized by section 3037 of TEA 21, 49 U.S.C. § 5309 note. b. _Restrictions on the Use of Grant Funds. The Recipient agrees that it will not use any grant funds awarded for------S-~ctio----n 3037 Projects to support the costs of planning or coordination activities, as restricted by section 3037(e) of TEA-21,49 U.S.C. § 5309 note. Top Section 41. Special Requirements for Over-the-Road Bus Accessibility Projects. The Recipient agrees to comply with following requirements in administering Projects financed with Federal assistance authorized for section 3038 of TEA-21,49 U.S.C. § 5310 note: a. General Requirements. The Recipient agrees to comply with any applicable Federal requirements or guidance that may be issued to implement the Over-the- Road Bus Accessibility Program authorized by section 3038 of TEA-21,49 U.S.C. § 5310 note. b. ~uir___ements. The Recipient agrees to comply with U.S. DOT regulations, "Transportation Services for Individuals with Disabilities (ADA)," 49 C.F.R. Part 37, Subpart H, "Over-the-Road Buses," and joint U.S. ATBCB/U.S. DOT regulations, "Americans With Disabilities (ADA) Accessibility Specifications for Transportation Vehicles," 36 C.F.R. Part 1192 and 49 C.F.R. Part 38. c. FTA Notice. The provisions of FTA Notice, "Over-the-Road Bus Accessibility Program Grants," 67 Fed. Reg. 16,799 - 16,810 (April 8, 2002) and any subsequent revision thereto, supers---ede----~onflicting provisions of this Master Agreement. Top Section 42. Special Requirements for State Infrastructure Bank Projects. The Recipient agrees as follows: http://www, fta.dot.gov/3990_8358_ENG_Printable’htm 112312006 a. General Requirements. The Recipient agrees to administer the Project in accordance with the applicable requirements of: (1) section 350 of the National Highway System Designation Act of 1995, as amended, (NHS Act), 23 U.S.C. § 101 note, and any amendments thereto or subsequent legislation, (2) section 1511 of TEA-21,23 U.S.C. § 181 note, and any amendments thereto or subsequent legislation, (3) any other applicable Federal guidance that may be issued, (4) the terms and conditions of U.S. Department of Labor Certification(s) of Transit Employee Protective Arrangements required by Federal law or regulations, (5) the Cooperative Agreement establishing the State Infrastructure (SIB) program within the State (entered into by the Federal Highway Administrator, Federal Transit Administrator, and authorized State official), and (6) the FTA Grant Agreement providing Federal assistance for the SlB Project; except, however, any provision of this Master Agreement conflicting with applicable Federal SIB Guidelines, the Cooperative Agreement establishing the SlB program within the State, or this Grant Agreement will not apply to the Grant Agreement or the Project to the extent the SlB program is involved. b. Limitations on Accessing. Federal Assistance in the Transit Account. The Recipient understands that the total amount of Federal assistance awarded for a Grant Agreement may not be available for immediate draw down. Thus, the State agrees to limit the amount of Federal assistance drawn down for deposit in the SIB to amounts not exceeding the limitations specified in its Grant Agreement or the Approved Project Budget for that Grant Agreement to the extent the SlB program is involved. c. Latest Requirements__A_p_p__ly_. The Recipient agrees to comply with, and assures the compliance of the SlB and any subrecipient receiving Federal funding thereunder, with the applicable requirements for the SlB program and amendments thereto, except as FTA determines otherwise. Top Section 43. Special Requirements for TIFIA Projects. To the extent applicable, the Recipient agrees to administer each Project financed with Federal assistance authorized for the Transportation Infrastructure Finance and Innovation Act of 1998 (TIFIA) program, in accordance with the requirements of: (1) " 23 U.S.C. §§ 181 etseq., including any amendments that may be enacted, (2)49 U.S.C. §§ 5323(o), 5307, and 5309, and (3) the joint U.S. DOT/FTA regulations, "Credit Assistance for Surface Transportation Projects," 49 C.F.R. Part 80 and 49 C.F.R. Part 640. Nevertheless, any provision of this Master Agreement that conflicts with 23 U.S.C. §§ 181 et seq, 49 U.S.C. §§ 5323(o), 5307, or 5309, or the joint U.S. DOT/FTA regulations, "Credit Assistance for Surface Transportation Projects," 49 C.F.R. Part 80 and 49 C.F.R. Part 640 will not apply to the TIFIA Loan or Loan Guarantee for the Project thereunder. FTA reserves the right to declare the Recipient in violation of the Master Agreement if the Recipient has defaulted on a TIFIA Loan or Loan Guarantee and such default has not been cured within 90 days. Top Section 44. Disputes, Breaches, Defaults, or Other Litigation. The Recipient agrees that FTA has a vested interest in the settlement of any dispute, breach, default, or litigation involving the Project. Accordingly: http ://www. fta.dot.gov/3990_8358_ENG_Printable.htm 112312006 a. Notification to FTA. The Recipient agrees to notify FTA of any current or prospective major dispute, breach, default, or litigation that may affect the Federal Government’s interests in the Project or the Federal Government’s administration or enforcement of Federal laws or regulations. If the Recipient seeks to name the Federal Government as a party to litigation for any reason, in any forum, the Recipient agrees to inform FTA before doing so. b. Federal Interest in Recovery. The Federal Government retains the right to a proportionate share, based on the percentage of the Federal share awarded for the Project, of proceeds derived from any third party recovery, except that the Recipient may return any liquidated damages recovered to its Project Account in lieu of returning the Federal share to the Federal Government. c. Enforcement. The Recipient agrees to pursue all legal rights provided within any third party contract. d. FTA Concurrence. FTA reserves the right to concur in any compromise or settlement of any claim involving the Project and the Recipient. e. Alternative Dispute Resolution. FTA encourages the Recipient to use alternative dispute resolution procedures, as may be appropriate. Top Section 45. Amendments to the Project. The Recipient agrees that a change in Project conditions causing an inconsistency with the terms of the Grant Agreement or Cooperative Agreement will require an amendment to the Grant Agreement or Cooperative Agreement signed by the original signatories. The Recipient agrees that a change in the fundamental information submitted in its Application will also require an Amendment to its Application or the Grant Agreement or Cooperative Agreement. Top Section 46. FTA’s Electronic Award and Management System. Except as otherwise permitted by FTA, the Recipient agrees to use FTA’s electronic award and management system to submit information and reports to FTA. FTA, however, reserves the right to determine the extent to which the Recipient may use FTA’s electronic award and management system to execute legal documents pertaining to FTA Projects. Top Section 47. Information Obtained Through Internet Links. This Master Agreement may include electronic links to Federal statutes, regulations, directives, guidance, and other documents. FTA does not guarantee the accuracy of information accessed through such links. Accordingly, the Recipient agrees that information obtained thl:ough any electronic link within this Master Agreement does not represent an official version of a Federal statute, regulation, requirement, http://www, fta.dot.gov/3990_8358_ENG Printable.htm 1/23/2006 guidance, or document, and might be inaccurate. Thus, information obtained through such links is neither incorporated by reference nor made part of this Master Agreement. The Federal Register and the Code of Federal Regulations are the official sources for regulatory information pertaining to the Federal Government. Top Section 48. Severability. If any provision of the Grant Agreement or Cooperative Agreement is held invalid, the remainder of the Agreement shall not be affected if that remainder would continue to conform to the requirements of applicable law. Last Modified: Monday, April 04, 2005 http://www.fta.dot.gov/3990_8358_ENG Printable.htm 1/23/2006 ATTACHMENT C ~ CITY OF PALO ALTO CONTRACT NO. #06112057 AGREEMENT BETWEEN THE CITY OF PALO ALTO AND EIP AS SOCIATRES FOR PROVISION OF TECHNICAL STUDIES & ENVIRONMENTAL WORK PROGRAP£4ING FOR THE PALO ALTO INTERMODAL TRANSIT CENTER This AGREEMENT is entered into , by and between ~=~:~ CITY OF PALO ALTO, a chartered city and a ~u~~{cipa! corporation_ ~_~ of ~h~.~ State ofC=~::-~=~-~n~-~ ("~<~v"~ ), and ~_~ ASSOCIATES, a California cornoration ] ~=~]o ___oc=~ at _ cared at 35~ Sacramento S~reet, Suite !000, San Francisco, CA 94111, 4iS-362-!5000("CONSULTANT"). RECITALS The foiiowinc recitals are a substantive portion of~n= Agreement. A. CiTY intends to engage an environmental planning firm interested in preparing technic~ <tudies, conceptual engineering and environmental work programs.ing sufficient to complete the Project Descrintion and Work Program to identify the next steps in the environmental review process to satisfy CEQA and NEPA requirements and Section 4(f) Evaluation for the Paio Alto intermodai Transit Center ("Services"). B. CONSULTANT has represented ~na: ~ and any sumconsu±~ants nave the necessary professional expertise, qualifications, and capability, and a!! required licenses and!or certifications to p~o~_e~ the Services. C. CITY in reliance on these representations desires to engage CONSULTANT to provide the Services as more fully d=s .... = .... Exhibit "~",_~ attached to and made a _~art of th~s .... ~:~emen~. .... D CONSULTANT ~:=s agreed to perform the Servmces on the uerms and conditions contained in this Agreement. NOW, ~_~H=_ORs, in consideration of the recitals, covenants, terms and co~d=uions, this Agreement, the parties agree: SECTION I. SCOPE OF SERVICES. CONSULTANT shall perform the Services described in Exhibit "A’" in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY. 050310 SECTION 2. TERM. The term__¯ of this s~:==m~L< ........ shall be from the date of ~ ful! execution ~hrough March 31, 2007, unless ~-: -~ earlier_pursuant to Section 21 of th~q_._~ ~_g=~L.~~ .... m~~. SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Exhibit "B", attached to and made a mart of this Agreement. Any Services for which times for performance are not specified in this Agreement shall be com~menced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction comm.unicated to the CONSULTANT. CITY’s agreement to extend the term or the schedule for performance shal! not preclude recovery of damages for delay if the extension is required due to the fault of CONSULTANT. CONSULTANT shall not be responsible for delays which are beyond their reasonable control. SECTION 4. NOT TO EXCEED COMPENSATION. The comoensation to be maid to C~,~,~SULTANT zor merformance of the Services describeC in Exhibit "’~", includinG~ both mayment for professional services and reimbursable exoenses, shall nor exceed two thousand r~ me ~ ~ ~ ’~,.~:uneree ten dollars ($2~ ~0) .in.....ms, ~_<he event additional <ervices are authorized, the total compensation ,_-or _~v=ces ant reimbursable expenses shall not exceed two hunered seventy-eight thousand three hundred eighty four dollars {$27~,384) ~he=~_~_=c~_~~]~ -’~]= rates and schedule of ~vm=ntare se~’ ou: in Exhibit "C", =~+~=~=~=~ ....bO~,~N~SATiON,’" which _ ant ~=~a@e a parr of this Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit "C". CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. Additional Services shall mean any work that is determined by CiTY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described in Exhibit "A". SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the services merformed and the applicable charges (including an identification of personnel who performed the services, hours worked, hourly rates, and reimbursable expenses), based upon the CONSULTANT’s billing rates (set forth in Exhibit "C"). if applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT’s payment requests shal! be subject to verification by CITY. -SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All of the Services shall be performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it possesses the professiona! and technical personne! necessary to perform the Services required by 050310 ~xw~:-~:.~e t~ Derform t~e <=rv~ ~ -assigned to tm=m~~- =~e~CONSULTANT reoresents that ~t, its =:~<s:oy=~s ane suDconsu!~anrs have and shall maintain .......~u:~g the.. term of thi~ A~reemer~t._ ~==~ i~censes,~ ’_~:~=r~ s, qualifications, insurance and approvals of whatever nature tha< are All of the services to be furnished by CONSULTANT under this agreement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. SECTION 7. COMPLI.~CE WITH LAWS. CONSULTANT shall keep itself informed of and in compliance with a!l federal, state and local laws, ordinances,~c~iations,and .~s=--¯ ......~o~s that m~y az~ect in anv~ ....... ~= Proje,-9 or ÷~.-the S~ --=:-=::~:.~.~ performance of thos~r,~=ces or ._ e e<camed to Services ....-- this ...........--. ~u~e~r A~:~k~ CONSULTANT shall ~,c~~ all Dermit~ and licenses, pay all charce< fee<, and give all notices remuired by law in the performance of the Services ©b.R,~.~N~qh~ ~~-=-iy the ~=TY’ project manager,............:= report ~mm=u~_=~~o b~__ s ~n writing, any d~< .........o ~ o-~"the~ -~=~F=~.,] r ==~,~o~.a~s~ency it discovers in ~s, regu!a=~ons, orders, an~./o= guideiines ~ relation to the Project of the m=~:o<~-nc- ~ the Services. A77 documentation prepared by CONSULTANT shall provide for a completed project that conforms to al! applicable codes, rules, regulations and guidelines that are in force =% the time such documentation is prepared. SECTION 8. EP~RORS/OMISSIONS. CONSULTANT shall correct, at no cost to C<Tv any and a7 7 errors ..........or omis<i on< in the work product submitted to CITY,provided CiTY gives notice to CONSULTANT. if CONSULTANT has mremared ~--....._ _s~_~=s and~oeci .......~ications or other design documents to construct the Project, CONSULTANT shall be obligated to correct any~..=,~d all errors or omissions during the course of constructio.n, of the Project. This obligation sha~_ __7 survive termination o: the ~_g=~m~n~ ~’ ...... SECTION i0. INDEPENDENT CONTRACTOR. it is understood and agreed that in performing the Services under this Agreement CONSULTANT, and any person employed by or contracted with CONSULTANT to furnish 7~bor and/or ~r’La!~ this Agreement, sh~71 act as and be an-- -m=u~__ S unQer ....’ independent contractor and not an agent or emp!oyee of the CITY. The manner and means of conducting the Services are the ~ responsibility of and under the contro! of CONSULTANT, except to the extent they are limited by applicable law and the exnress terms of this Agreement. 050310 CONqNT.~;,,~ will be resnonsibie for =m~Ti~ ¯ a~, persons necessary to perform the Services. Al! contractors and mp~y~s of CONSULTANT are deemed ~o ~e under CONSULTANT’S ~ ....~<r~ ~ ~cont~C~N~NTp~~ sha!~ ;~ ....~fi~ for their performance. SECTION Ii. ASSIGNMENT The partie~ ajree that the exme-~se and experience o~ CONSULTANT ~re ....<-’-__ ~,,=~r~=_ considerations for this ~:<:~t. CONSULTANT shall not assign or transzer any ~nrerest in this Aa<eement nor the ~erform~nce of any of CONSULT~N~’s obligations hereunder without the p~1 ....~ ~_o~ written consent of the city manacer Consent to one ~ ~n. ~ll ’ d==m=d be~ -~ss-~.me~u wl__ not ©e ......toconsent to an’] su~sequen~ assmgnment,snv assmgnmen< made wmthout the approval of the city manager willbe void. SECTION 12. SUBCONTRACTING. }~t~i+~<tandina S<~_~. i~_""’<ultant~~,~-~~ ~i~n " above, CITY acrees that suscon ...... may be used to comp!ete_ the S~=~i~.~ ~=-The subconsu!tantsauthorized by CITY to perform work on this Project are" i. Korve Engineering 2. Biggs Cardosa Associates 3. Carey & Co. (DBE subconsultant) 4. William Se!f Asssociates 5. Parikh Consultants (DBE subconsu!rant) CONSULTANT shall be responsible for directing the work of any subconsu!tants and for any compensation due to subconsu!tants. CITY assumes no responsibility whatsoever concerning such compensation. CONSULTANT shall be fully responsible to CiTY for a!l acts and omissions of a subconsuitant. CONSULTANT shall change or add subconsu!tants only with the prior approval of the city manager or his designee. SECTION 13. PROJECT MANAGEMENT.CONSULTANT will assign Rod A. Jeung as the project director to have supervisoryresponsibility for the performance, progress, and execution of the Services and Michael Kay as the project coordinator to represent CONSULTANT during the day-to-day work on the Project. !f circumstances or conditions subsequent to the execution of this Agreement cause the substitution of the project director, project coordinator, or any other key personnel for any reason, the appointment of a substitute project director and the assignment of any key new or replacement personne! will be subject to the prior written approval of the CiTY’s project manager. CONSULTANT, at CITY’s request, shall promptly remove personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the ade@uate or timely completion of u.~e Project or a threat to the safety of persons or property. The city manager will represent CITY for al! ©ur©n~es under this 050310 4 SECTION 14. DUTIES OF CITY.To" assist C~o_.,!~w£.~_£b±’~’qr~ ~’ "<~ n the ©error~m~.~nC~- OZ tP_e Services,CT~v=~= w~~. ] :urns- ’ ~_,~h or c=uSe~ "~LO <~=~.~ furni~hed~ .....th= spe.cifiee ’ services ........ =~;~ such ozher avaz!am:~lnlorm.aEAon as may be reasonably reGuest=m x.. ~o.~ SECTION 15. OWNERSHIP OF MATERIALS. =a l ~] ~ drawings, calculati ons, @~~ts, ouster materi ~ ~ and eoDvrl~t i n%erests ~ua~ng a coDyrzg~tabie zn~er=~ts<=-_~ arzsi . under the 1990 Architectural Wor~k< .....P~v:=~’~ ~o"ar=p~ion Ac:~ ’ develomed or discovered by_ CO~,~.~_ ...... ....~,~. or anv~ othe-~ ::’er~on-~ en~age~ di:~Lly or indirectly by C~,aUI.T~NT to me,form the services required hereunder <hal ] be and remai n th........ prope:~y of Cl’ri~ w~rnour restriction or ::n~ration umon_ <near_ use. Neither CONSULTANT nor its co_~r=c~on~ - = re, if any, sha]i ma~ any of ma:eria!s avail =~ e to any individual or orcanization without the pri~r wr~t=n - ....~’~ of<he city manager or designee. 15.2. !n addition to the provisions of Subsection 15.1., above, the following shall a~lV to a!l plans, drawings, specifications, and related reports and documents, and electronic equivalents (collectively "Plans") developed pursuant to this Agreement: 15 2 l C<~V ~h~q~ have +~ ’ "..... ~ ......u::~ right to r=~OSU~= and use the Plans formurmoses_ ~ of the __~<~ect that i<_ the subject of this Agreement, including, but not limited to, ~nv~ " use associat~ with construction, reconstruction, modification, ~ ....~m~=~+ maintenance, and renovation of the Project. 15.2.2. CiTY shall have the right to reproduce, use and modify the PLANS, or portions thereof, in the design and construction of any other future CITY project. CITY acknowledges that CONSULTANT does not warrant the suitability of the PLANS for reuse other than as needed for the Project that is the subject of this AGREEMENT. 15.2.3. The right of the CiTY to modify and reuse the PLANS pursuant to this Subsection 15.2. is subject to the provisions of California Business and Professions Code Sections 5536.25, 6735, 6735.3 or 6735.4,whichever is applicable. SECTION 16. AUDITS.CONSULTANT wi!] "-’~-, ~ CT~V "-~=mi~ ....to au@lt,at any 050310 5 reasonable time during the term of this Agreement and for t:...:~-~ (3] years thereafter, ~n~<~,~T, ’ ’ ingrecords De:-r~n to ma:rers cover:~ by this ~.~r:~en~.CONSULTANT zur:ner agrees to maim, rain and r=tm{n such records. = r..............1o at least three (3) years after the expiration or earlier termination SECTION 17. iNDEM!qITY. CONSULTANT agrees to indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, caused by or arising out of or resulting in any way from work performed under this Contract due to the willful or negligent acts (whether active or passive) or omissions or willful misconduct, or conduct for which applicable law may impose strict liability on CONSULTANT, of CONSULTANT’s officers, employees, contractors or agents. The acceptance of said services and duties shall not operate as a waiver of such right of indemnification. SECTION 18. WAIVERS. ~-~= waiver by e~=r _~artv_ of any breach or violation o~ any covenant, term, cona~u~on mrovision .... of this A@reement~ , or of the ~mrovisions o~ any ordinance or law, w~_~_ ~o~- = ~- deemed ~o ~he a waiver of any other term, covenant, condition, mrovisions, ordinance or law, or of anv.., s~bseauent breach or ~-~e~~:~.==~,o~ oz~ the same or of any other term,covenant, condition,nrovision, or@Anance or ±aw. SECTION 19. INSLFRANCE. 19.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described -in Exhibit "D" CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming the City of Palo Alto as an additional insured under any general liability or automobile policy or policies. 19.2. All insurance coverage required hereunder shall be provided through carriers with Best’s Key Ratin@ Guide ratings of A-:Vii or higher which are admitted to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to. perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this insured uncer such policies as re,q.ui~-~d above. an i9 3 Cerr~ r~ ~:t=S _ ..........~ such __ be....... ....=:~-’. ~iled wi~h CTTY COn~rrene]V with "’~=ect to the a~s, rova~ of CT~Y’ s ~<The certificates will be su~{____k’{=~=g=r and wA] ~ contain an =~m ~ .- = =._2 ~o~s~m~n< stating that t-he insurance is mrimarv coverage and will not be canceled, or materially reduced in coverage or i~mi~s, by the insurer except after filing witch the surc~=sing Manager rn~rnv (30) cays’ prior wrx:ten notice of the ........ =~on, .~u~S~.= ~=~ = ....ii respons .....for eD-s~r!ng-_ ~nat current cerEir~__cates ~=v~:c:~:c~’~, ~ ~ the insurance are ~rovided to ....~’ rut ~b= ! ~ s ~ chasing Hanacer during :ne ent i re term of this Agreement. 19 ’~’~h-~ procur~ ~ of such recui red........ n~ ~_-. cv DO ciesof insurance wi]] n~t be ....... ~-~ ’ limit.....c~L:~:~ ro ....CONSu~.~ s liability hereunder nor e~, fu!fi] ~ the : ~ ~....2nee=~nlfication Drov~ <~ons oz Enls Agreement Notwithstanding :he ~ ~ :cv¯~o:~ , or_ :oo]__i cies of !ns~rmnce,~NSu~£~w~ ,me ob~igat-~ for the fui~and total amount of anv~....inj ....~=;~=g~,ury,or !o<~__ caused ~:h~., ordirecr!y arising as a result_of the q=--vi~-" _ ....’ ~ ¯~~ -~ perzormee ,~nd=-- ~nzs ~,~reem.en<, incluazng such ~2amaoe, =~j ~=i~, or loss aris~ ns az~e-~ the ~ . or the term has expired. SECTION 20. WORKSRS’ COMPENSATION. CONSULTANT, by executing this Agreement, cer:ifies that it is aware of the provisions of the Labor Code of the State of California which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that Code, and certifies that it will comply with such provisions, as applicable, before cos~encing and during the performance of the Services¯ SECTION 21.TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES. 2~l The city m-~- ...._~ kk~=~+ ~-n- of the Servic=~, in WhO]m or in mart, or terminat= this ~= .... with or without cause, by civinc ten (]0) days’ p~ ’ notice thereof to CONSULTANT. Upon <=~=~t of such notice, --~-+-~ discontinue its performance of theCONSULTANT wml]i~med:~=y __Services¯ 21 2 CONSULTANT may terminate ~8i~ ~=-=m-~=¯-~ ......~=~:~ or suspendits performance of ~h= Servia=’ ’ ’ -t_2~ s by g!v!ng zen (lO) days prior written notice thereof to CITY, but only in the event of a substantial failure of performance by CITY. 21.3¯ Upon such suspension or termination, CONSULTANT shall deliver to the City Manager in, mediately any and a!l copies of studies, sketches, drawings, computations, and other data, whether or not completed, prepared by CONSULTANT or its contractors, if 050310 7 U~o~ ~]~.ch suspension or termination bv CONSULTANT wi!l be paid for the Services rendered or materials :~ ~O CTTV 4n accordance with the scope of services on or mezore nne effective date (i e , 10 days azter oivinc notice) of <~s~=~<1on or termination; provided, h if..owever,u~.:~ Agreement is suspended or terminated on account of a ~=~=,~+o~_~=_ my CObSULTANT, CITY wil! be obligated no compensate CONSUT.TANT only for ~=~ portion of .... ~:~~ ’ ~=~,~,~_aue benefitbO~aumzr.Szf S services wnzcn are of direct and ~- =~ ~’ C!TY as <uch determination may be made bv the City m=nager ~n ~ reasonable exercise of hit/her dis--= 21. < No ~aymen:, ~=._ L±~_ pay:c..~ent, acceptance, or martia! acceptance by CITY wil! operate as a waiver on the part of z ~ oz anv o: i us rights under ~h4 q ~r~=mm~ SECTION 22.NOTICES. All notices hereunder wil! ~=~==~......g:~n in writ-l~g and mailed,.mostage _prepaid,_ by ~e<~ified~ -~mai~:,address=~ as follows" To CITY"0{{~= o{ ~ Ci’~=_.. C ....Ait±Ly O: Pa!o o Post Office Box 10250 Pa!o Alto, CA 94303 With a copy to ~. ~e Purchasing Manager. TO ~ Hq~’TT~HT" -AS ’bO~,,~U~_p ....RiP sociates Attn: Rodney Jeung, Project Director ~s3 Sacramento Street, Suite !000 San Francisco, CA 94iii SECTION 23. CONFLICT OF INTEP.EST. 23.1. in accepting this Agreement, CONSULTANT covenants that it_presently_ has no _..~n~ere<t,_ ~ and ~±±±:~ not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services. 23.2. CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subconsu!tants, contractors or persons having such an ......¯±~±Ler~sL CONSULTANT ~ =h ~per .. ’’certifie< c_~au no son who has or will nave any financial interest under this Agreement is an O{ficer .... or =~mplo~"== of CITY, this- provision ,,,i]!,.__ be interpreted in accordance with., r__e applicable provisions., of the Palo Alto Hunicipal_ Code =he- ~ the Government Code of the State of California. 050310 23.3. if the Project_ ManaGer determines that ~< a ~o~-u!tan<~’ =< that term is defined by ~ne Regu~atoon< of the F-~ Political Prac~=s Co~ission, ~c~<n~ s~a~ ~ required <ec}~ir=d by the Pa!o ~e~ ~,,r.i-i~ Code and the Political Reform Act. SECTION 24. NONDISCRIMINATION As set forth in Pal o Alto i,{un!c±ma Code ~e~tion 9 30 ~i’~ C~,~qNT~,H~ aqrees t~a~ in the p=-~--~- rh~ s ~greemenE, it ~ ~ ~~ .....sna£~not @!scrimps.ate iN_ ~ne em~! v oi~ of any merson ~e~=us~ oz tb_e race, a£::~ color, ~=<H=r @.s<, disabiii:y, nnt{ o<~~:~.~=n,~-~ ancest ry, sexua~. ~ O~m~:!t~umOn, .........hO~, ~ing status, marital_ status, famiiia]_ _ s:atus, wei~8~.~ or height of such the ~ro~r{sions of Chapter 2 28 o£ the m=io A!:o MUmipi~,~] Code --’~ ’ ’ther ’: ’:o-~t=~n eof, and amrees Eo meet a .....~’the form ~-~< sh .....CITY and set zor~n SECTION 25. MISCELLANEOUS PROVISIONS. 25 ~ This Agreement will........... ~o,~,~:n~u my the laws o: the State of California. 25.2. in the event that an action ~< ~.r~,~r the oarties ~-== that :rim] O~ <uph action w~l~ m= v ....~ exclusivelyin the state courts of ~= -~=C~==~o=~±a or in ~,~ United ~’ n .... Court for the Northern District of California in the County ofSanta Clara, qrate of Ca!~= ~i- 25 3 ~h= nre~ai l i ng party in any ac~=or~, mrousnu to ............... ~:~:.~,_ may recover its reasonable costs and attorneys’ fees e~omendeS in connection with that action 25.4. This document represents the entire and integrated agreement between the parties and supersedes all prior negotia- tions, representations, and contracts, either written or oral. T~ ~ocumen< mav~ be amended ....only: by a writ~=~,~__<~ instr,~menE, wn~cn is signed by the parties. 25 5 The ---n- ~ ¯.... cov~:.=n<s, ~erms, thi< .... Agreement will___ apply to, ane’ will bi_:d,,n~ the ~emrs, successors, executors, ~emln=s~_~tors, assignees, may be, of the parties. 25.6. if a court of competent jurisdiction finds or rules that any provision of this Agreement or any amendment thereto is void or unenforceable, the unaffected provisions of this Agreement and any amendments thereto will remain in ful! force and effect. 050310 25 7 ~ exhibits r=ferred to in this ~ .........~ a:d any addenda, appendices, attachments, and sc:.~e~::~s~= ’~--to this .-.~reement~,-h~ h from time to time ~ be ~ ~ ’ ".~_=c~_, , may referred Eo in any du!y execu~e~ amenemenr inereto are by ~ucn reference ~ncor~orat=S in th{ s and wi!l~m=~ deemed to b=~ a mart of this =,~’s:~en~. 25.8. This Agreement is subject to the fiscal provisions of the Charter of the City of Pa!o Alto and the Pa!o A!to Municipal Code. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds =~= not a~m .... -~-~-~ for the ~ ~a~ f~c~( ~ ~ any t~me w~n ca!:o:_~,,_:~year, or ~ a~ ........~ a fis year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This Section 25.8 shal! take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. 0~03_0 MRR Ol 2008 3:55PM HP LRSERJET 3200 ....... n~_:=~=, the parties hereto have by+~h=:~-~ duly author!zed representatives executed this on t~= datefirst above written. CITY OF PALO ALTO Senior Asst City APPROVED: Assistant City Hanag_r [CONSULTA~T] Director of-~ml~strative Services Attachmen=s: EXHIBIT EXHIBIT EXHIBIT "C": EXHIBIT "D": - (Co~,-<piiance with Corp, Code ~ 313 is re?aired if the entity on whose behalf this contract is signed is a corporation. In <he alzernativ~, a certified corporate resolution attesting to the signatory auzhority of the individuals signing in their respective capacities is accapt=~!e) SCOPE OF WORK SCHEDULE OF PERFORMANCE COMPENSATION INSURANCE 050310!I EXHIBIT A SCOPE OF \VORK AND APPROACH This Scope of Vv’ork represents the work tasks EIP shall perform for the Technical S~udies and Environmental \~7ork Programming for the Palo Alto In~ermodal Transit Center Project. BACKGROUND A down~own train depot has been a part of Pa]o Alto since the City’s incorporation in 189+. Soon after construction of the first fully enclosed depot in 1895, the area immediately east of the station on either side of University Avenue was designated as a park and began to func~:ion as the main civic plaza for the citizens of Palo Alto. However, by the 1940s the station and the area surrounding ~he station underwent drastic changes: the 189.5 depot was replaced with a Streamline Modern depot building (now listed on she National Register of Historic Places’); the ~racks were elevated and shifted west towards E1 Camino Real; University Avenue was depressed under the realigned tracks; pedestrian circulation tunnels were constructed; and the area between E1 Camino Real and Alma Street underwent a complete redesign. These changes (as well as the widening of E1 Camino Real to four lanes) resu]ted in an environment that is unfriendly to pedestrians and cyclists due to the narrow width of walkways and tunnels. The area eas~ of ~he station no longer functioned as a civic plaza and the connection between the City of Palo Alto and Stanford University was further constricted. In addition, the vehicular ramps and overcrossings acted to isolate the station from bo~h Downtown Palo ~%lto and the university. Beginning in 1895, the City of Pato Alto and Stanford University began a series of meetings and community workshops to discuss ways to improve pedestrian, bicycle, and open space connections around the station area. Proposed rail and bus service expansion planned by ~he Peninsula Joint Powers Board (Caltrain), the San Mateo County Transit Dis~ric~ (SamT~ans), and the Santa Clara Valley Transportation Authority (VTA) pointed to an additional need ~o develop the s’cation area as an intermodal transit facility. Following a series of further meetings and workshops, a Conceptual Design Study was completed in o_.00~. This study evaluated two alternatives for what was to become known as the Palo Alto Intermodal Transi~ Center (PAITC): Option 1 and Option ~ (Preferred Scheme). Both of these alternatives include a doubling of the number of Caltrain tracks from ~wo ~o four and the construction of center- loading platforms accessed with ramps and escalators from an expanded concourse area. Under both alternatives, the new and existing tracks would be placed on columns in the station area and span University Avenue. This proposed modification would provide room below the tracks for the expanded concourse area as well as provide space for a major civic park to be constructed in the median of a widened University Avenue between Alma Street and ~he Stanford Gate at Palm Drive. A new civic park in the median of University Avenue would be created by separating University Avenue into two one-way sections. A large loop encircling the park would include separate areas for bicycles, pedestrians, and vehicles. In addition, new bicycle lanes and pedestrian corridors would be created, linking the various facilities adjacent to the station. KIP Associates Exhibit A - Sc~)pe otWolk and Approach Page Alma Street would be returned to grade at the east end of the park and terraces would be formed by parapet seat walls between Alma Street and the new u-acks. The construction of a new park in a widened University "Circle" would allow the area adjacent to the station to once again function as a dvic plaza and help to reintegrate the City of Palo Alto with Stanford University. The two alternatives differ in the location of the proposed expanded bus transfer area. Option 1 includes a new bus transfer area to be constructed in the vicinity of the current bns n’ansfer area adjacent to the depot. Option ~ (Preferred Scheme) includes the construction of an expanded bus transfer area directly below the tracks to allow easy circulation between the buses and trains. Under both alternatives, buses would access the bus transfer area via E1 Camino Real opposite Quarry Road. The preliminary cost estimate for Option 1 is $196 million. The preliminary cost estimate for Option 9 (Preferred Scheme) is $9÷7 million. Funding for the PAITC would come from a variety of local, State, and federal sources administered by agencies such as Caltrans, FH\VA, YTA, the Metropolitan Transportation Commission (MTC), the Bay Area Air Quality Management District (BAAQMD), and VTA. Because the project would be funded by bod~ State and federal sources, the project is subject to the requirements of CEQA, NEPA, Section 106 of the National Historic Preservation Act of 1966, Section ÷ (f) of the Department of Transportation Act of 1966 regarding the use of publicly-owned park lands for transportation projects, as well as numerous Executive Orders and State and federa! regulations governing the protection of environmental resources and disad;;antac~ed~, populations. Initial fl~nds for the PAITC have been included in the 1996 Santa Clara County Measure B and ~he ~000 Santa Clara County Measure A half-cent sales tax increases. A portion of these sales tax funds has been set aside to initiate the envi:’onmental process for the PAITC TASKS TO BE COMPLETED U~DER THIS SCOPE OF \VORK This Scope of \Vork is based on the tasks outlined by the City in the RFP for the project and subsequent negotiations with City staff, with input fl’om VTA and Caltrain Staff. A description of how PIP will accommodate the objectives and requirements of the City is provided for each task listed in the RFP. This Scope of\Vork is organized into the following 11 work tasks: Task 1:Develop Work Program, Form Technical Advisory Committee and Schedule Kick-Off Meeting!Orientation Task _:Monthly Status Report Task ~:Review Background Data Task ~:Identify Needed Technical Data Task 5:Prepare Project Description EIP Associates Exhibit A - Scq)e of Vv’mk and Approach Page~ Task 6: Task ~’: Task 8: Task 9: Task 10: Task 1 !: Phase I Initial Site Assessment Preliminary Geotechnical Report Prepare Transit Demand Analysis and Traffic Management Plan/Construction Staging Evaluation Section 106 Historic Resources Documentation Prepare Preliminary Section ÷(f) Evaluation Develop Project Implementation Plan, Costs, and Timeline for Next Steps TASK 1 : DEVELOP \VORK PROGRAM, FORM TECHNICAL ADVISORY COMMITTEE AND SCHEDULE t~ICK-OFF MEETING! ORIENTATION Discussion: \Vidain 15 days of the finalization of the contract with the City, the EIP team will hold a kick-off meeting with City staff. The purpose of the kick-off meeting will be to discuss data needs; identify base map requirements; review procedures for contacting other public agencies (and City staff); establish a list of contact personnel within the various City departments; and discuss the report format, organization, and presentation requirements of the City. Other key matters to discuss at this meeting include the City’s expectations given the timeffame and the available budget; the strategy for building on the work completed in the early phases, so that this work has enduring value to the City; the best way to position this project for subsequent Rmding; and bow, when, and how frequently to engage FTA. As part of this task, EIP will work with the City to create a Technical Advisory Committee (TAC) for the project. In addition to staff from VTA, SamTrans, and Caltrans, other agencies to be considered for inclusion in the TAC are FTA, Stanford University, and members of the communit); or individuals from the original Steering Committee and Development Team. The rote of the TAC and communication with and among the TAC members will also be discussed at the kick-off meeting. EIP believes it is crucial to clearly identify and document the City’s needs, expectations, and issues to be resolved, as wel! as the products and services, in a detailed work program. The work program becomes the single most important document defining the conduct of work and the approach/methodology to be followed in evaluating potential impacts. This detailed work program will be developed by EIP based on the results of the kick-off meeting. The work program will include a schedule for project meetings and a schedule for the comple<ion of the Project Implementation Plan The detailed work program and schedule will be submitted to the City for review within 15 days of the conclusion of the kick-offmeeting. Deliverables: Revised \’Vork Program and Schedule; TAC roster. Meetings/City Involvement: Kick-offmeeting with staff; Review of Revised "Work Program and Schedule; Meeting ofTAC. (EIP assumes a maximum of two meetings under this task.) El P Associates Exhibit A -Sc~)pe ()f \,’v’o~l¢ and Approach TASK ~: ~]70NTHLY STATUS PvEPORT Discussion: EIP will prepare monthly Status Reports detailing work progress and issues encountered which may affect the project schedule. A summary of costs incurred during the month and a description of upcoming work will also be included in the Status Reports. These reports will accompany each monthly invoice submitted to the City. Each quarter, EIP will also prepare a Quarterly Report on the status of the project. As directed by the City, this Quarterly Report will based on guidance supplied by VTA and will be submitted to the City for submittal to ETA. Deliverables: Monthly Status Report; Quarterly Status Report. TASK B: I~EVIE\V ]~ACKGROUND DATA Discussion: All background data and information fl’om prior studies and technical memoranda supplied by the City (including data requested under Task 1) will be reviewed by the EIP team. These studies and memoranda wilt be reviewed with an eye towards looking for background data gaps; whether the data is current; the reasonab]eness of the assumptions in the studies!memoranda given current conditions; etc. This review, to be completed !5 days after the completion of the revised work program, will a]so lead into Task ~: Identi~ needed Technica! Data. Deliverables: None. TASK ~: IDENTIFY ,N-EEDED TECHNICAL DATA Discussion: The implementation of the PAITC will require compliance with a broad range of local, State, and federal regulations. Many of these regulations require the completion of stand- alone technical reports. The project will require the preparation of Section 106 documentation (to evaluate project effects on historic resources), a Phase I Initial Site Assessment (to examine the potential to encounter hazardous substances), a Transit Demand Analysis and Traffic Management Plan!Construction Staging Evaluation (to evaluate the potential for increase in transit usage and implementation issues of the project), and a Geotechnical Report (to examine potential geologic concerns and aid in the development of construction cost estimates). These reports are further described below. Following the review of background data (described under Task 5) and a site reconnaissance, EIP will identify" in a memorandum additional technical information needed and a preliminary list of potential project impacts. This memorandum will be forwarded to the City within ~,0 days of the completion of the Revised Scope of-Work as described in Task 1. Deliverables: Technical Memorandum and Electronic File. Meetings!City~ Involvement: Meetings with staff and!or TAC. ,~EIP~, assumes a maximum of one meeting under this task.) TASK 5: PREPARE PROJECT DESCRIPTION Discussion: The Project Description acts as the foundation for the preparation of technical reports and CEQA and NEPA documents which fully evaluate the potential effects of a KIP Associates Exhibit A -Scope ~i’\~’ol’k and Approach Page+ proposed project. The Project Description will also be instrumental in securing federal funds for the project. Towards that end, the Project Description will emphasize the transit benefits of the project m increasin~ transit usage by improvin~ station ahcess and modal transfers in the station area. OVorkin~ with the City, PIP wil! prepare a Pr~ect Description which describes the location and boundaries of the PAITC as we!l as a detailed narrative explainin~ the concept behind the PAITC. The proposed buildings, rail facilities, roadways, new public spaces, and pedestrian and bicycle facilities which make up the proposed project will be explained %r the reader. Graphics will be included: as necessary, to aid the reader in understandinz the scope of the project. The Project Description will also include a narrative of the actions and approvals necessary to complete the project, describe project costs (includinz potential fundinz sources), and provide a preliminary implementation schedule and a description of construction stazin~. Finally, the Pr~ect Description will include a statement of objectives and purpose and need as described below. CEQA Guidelines Section 151~÷(b) requires that a Project Description include a clearly written statement of objectives, including the underlying purpose of the project. Similarly, NEPA CEQ regulations (÷0 CFR Section 15o~o.13) require a discussion of purpose and need which "briefly specify the underlying purpose and need to which the azency is responding in proposin~ the alternatives including the proposed action." Both the statement of objectives and the purpose and need are important in formulating a range of project alternatives. In the case of CEQA, the statement of objectives is also important in assisting the decision makers in preparing findings and a statement of overridin~ considerations, if necessary, at the conclusion of the CEQA process. A statement of overriding consideration is required if implementation of a project would result in impacts for which reasonable mitization measures are not available. If it can be demonstrated that the preferred a]ternative is the only alternative that meets the statement of objectives, this becomes the basis of approving the project in spite of the resultant unavoidable impacts. As such, ]ZIP will concentrate on writin~ a concise and understandable statement of objectives and purpose and need to enable an adequate analysis of alternatives without bein~ so narrow as to unreasonably point to a single solution to the problem statement. Deliverables: Fifteen bound copies each and one electronic copy each of the Draft and revised Project Description, including alternatives and Purpose and Need Statement, for City review. The electronic copy of the final Project Description prepared under this task (and all subsequent tasks included in this scope) shall be suitable for posting on the City’s web page. tN’iEETINGS/CITY INVOLVEMENT: meetings under this task.) Meetings with staK (EIP assumes a maximum of two El P Associates Exhibit A - Scope oI\,Vmk and App~*,.)ach Page TASK 6: PHASE I INITIAL SITE ASSESSMENT Discussion: Subconsultant Parikh Consultants, Inc. (PARIKH) will prepare a Phase I Initial Environmental Site Assessment (ISA) following EPA formatting. Generally, the American Society- of Testing and Materials (ASTM.~ recommends a one-mile radius for the data search. The ISA will be prepared to identify" potential hazardous waste sites and evaluate environmental factors that may contribute to contamination of sol! or groundwater quality within the project limits. The stud)" wil! include data collection and documents research including historical land use based on study of aerial photographs and other relevant documents. The data research wit1 be ordered from the Environmenta! Data Registry (EDR) or a similar database for the proposed project. This data base search will reveal if the project site or nearby properties are listed by a loca!, state or federal agency with oversight of hazardous materials sites, or if the project site or nearby properties are known to have experienced soil or groundwater contamination and been involved in some cleanup activities. \Vhile a site visit for visual evidence of contamination or poor housekeeping practices will be undertaken, no field exploration and/or testing are included in this phase of the work. The outcome of the Phase I assessment is a reasonable expectation that the project site may or may not be environmentally contaminated. If there is a reasonable suspicion that soil or groundwater contamination exists, then further field testing may be required and will be included in a separately scoped Phase II study, if warranted. Deliverables: Fifteen bound copie.s each and one electronic copy each of the Draft and revised ISA for City review. TASK 7: PRELIMINARY OEOTECHNICAL REPORT Discussion: Subconsultant PARIKH wil! also prepare a Preliminary Geotechnica! Report. The report will identi~; geoseismic conditions at the project site that may result in an enviromnental impact or trigger out-of-the-ordinary engineering or costs for remediation. Such conditions include but are not limited to slope stability, geology, seismic impacts, erosion, groundwater conditions, etc. for the proposed bridge foundations, pavement sections, retaining walls, cuts and embankments. No field exploration work is proposed for this phase, however, site review and data research is proposed. The review will be based on readily available data including as-buih Log of" Test Borings from any existing projects and other Agency records (if available). The potential geotechnicaligeologic impacts and mitigations will be discussed on a broad bas~s. Generally, the geotechnical issues relevant to the proposed project will be presented in a qualitative manner with no specific design recommendations. Certain design assumptions wi!l be made about the type of retaining wall, type of foundations, approximate pile lengths and approximate s!ope angles etc., unless that information can be readily provided by subconsuttant KORVE or subconsultant Biggs Cardosa Associates. Potential mitigation measures will also recommended. These are helpful in defining the overall design program and evaluating the cost impacts. Subsequently, a detailed Geotechnical Design Report would be required during the P.S. & E phase. Deliverables: Fifteen bound copies each and one electronic copy each of the Draft and revised Preliminary Geotechnicat Report for City review. EI P Associates Exhibit A - Scope ot’\Vo~’k and Approach Page NIEETINGSiCITY INVOLVEMENT: meetings under this task.) Meetings with staff. (KIP assumes a maximum oftw’o TASK 8: PREPARE TRANSIT DEMAND kkNALYSIS AND TRAFFIC MANAGEMENT PLAN,/ CONSTRUCTI ON STAGING EVALUATI ON Initial Modeling Coordination Meeting. At the beginning of the Transit Demand Analysis task, a meeting will be convened with key staff members fl’om Caltrain, SamTrans, VTA, City of Palo Alto, and the consultant team to discuss the parameters of the modeling exercise and to reach consensus on those parameters. Primary items to be discussed would include horizon years, currendy thought to be ~2ol.5 and ~0~0, with a calibration year of-0000, and the level of transit service to be included in the modeling. Of particular importance would be the level of Caltrain service, frequency and speed, Dumbarton rail service, and feeder bus service to the Palo Alto Transit Center. Other regional improvements such as BART and the Transbay Terminal would also be discussed and included in the model as necessary. Following this meeting, VTA has agreed to proceed with the transit demand modeling. Subconsuhant KORVE wil! develop a technical memorandum that outlines the modeling process and the assumptions included in the modeling. This technical memo will be distributed for review and comment. Once finalized, this memo will establish the basis for the transit patronage forecasts and will be included as part of the project description. Post Process Modeling Results. The VTA modeling effort wil! produce daily station ridership (boardings and ahghtm,,s~. The daily" ridership forecasts will be for _0005. ~015, and ~050. Subconsuhant KORVE wi!l post process those forecasts to arrive at the projections for the project. In August ~005, Cahrain implemented a new service model relying on more "Baby Bullet" trains with faster travel speeds. Palo Alto is a key Baby Bullet station. The service model will be the basis of future forecasts. The February ~005 (or _0006, if available) Caltrain On-Board Survey will be used as the comparison t’or the _0005 calibration forecasts. The ~015 and ~0~o forecasts will be adjusted as necessary" to comply with the relationship between the ~005 calibration and the _0005 or _0006 on-board survey. _0015 and -00,~0 projections will then be developed by mode. The modes will include, park-and-ride, kiss-and-ride, walk, bicycle, and transit (both fixed route service and local shuttles). Factors will be applied to the daily forecasts to arrive at peak hour forecasts. Subconsultant KORVE will evaluate and report transit user benefits that can be calculated by the travel demand model. During the post processing, subconsultant KORVE will meet with VTA modeling staff as necessary. A reasonable assumption at this time is the need for two meetings. Prepare Transit Patronage Report. EORVE will prepare the Transit Patronage Report for the Pa!o Alto Transit Center. This report wil! document daily and peak hour patronage forecasts in total and by individual mode. Transit user benefits will also be documented. A draft report wil! be prepared and distributed for review and comment. Upon receipt of comments, the final report will be prepared. Project Feasibility and Construction Evaluation Plan.. Because of the size and complexity of the proposed project, development of a project feasibility and construction evaluation plan has been identified as a component of the work plan. The project feasibility and construction plan would be interwoven with the implementation plan so that construction items and funding KIP Associates Exhibit A - Scope o/Wo~k and Approach Page V plans are coordinated. This is seen as an i~erative process, with adjustments ~nade in the individual components as specificity is developed within each component. Update Funding Plan. Subconsultant KORVE will evaluate and upcta~e the funding plan previously prepared and included in the ~00~ PAITC Study. That study identified construction costs and potential funding mechanisms for the individual components of the project. The cost will be updated to either the curren~ year or another agreed upon year of expected consu’uc:ion. The funding scenarios wi!l also be updated and expanded as necessary for changes since Assess Construction Elements. The potential elements of construction will be identified and their construction feasibility established. Al! elements of the project will be included in ~he evaluation. For example, can a four-track project with center platforms proceed without improvements to University Avenue or the E1 Camino Real overcrossing, other than those necessary to stage the construction? Also, given the potential Section ÷(f) impacts of the ~ransit center connection to E1 Camino Real opposite Quarry Road (as discussed in Task lO), are there o~her alignments for this roadway that do not impact park land? Railroad and roadway engineers, along with the structural engineer included as a separate subconsultant, will convene a half day construction evaluation workshop. At the conclusion of this workshop, a construction feasibility plan wi!l be prepared. The engineering team wilt be reassembled for a second workshop where the feasibili~cy plan will be reviewed and refined. Following the second workshop, the construction feasibility plan will be finalized. Integrate Funding Plan and Construction Plan. The construction plan and funding plan will be integrated ~o form a "road map" for implementation. It is expected that adjustments may need to be made to the initia! funding plan and to the initial construction plan to achieve the require fi~. Imple~r, entation Plan Report. The elements of Task 8 will be incorporated into draft report. This report will be distributed for comments. Upon receipt of commen’cs this report wilt be finalized and will ultimately be incorporated into the final documentation of this phase of the project. Deliverables: Fifteen bound copies each and one electronic copy each of the Draf~ and revised Implementation Plan Report for City review. NIEETINGS/CITY INVOLVEMENT: Meetings with staff. (kIP assumes a maximum of two meetings and two workshops under this task.) ~I’ASK 9: SECTION 106 HISTORIC RESOURCES DOCUMENTATION Discussion: Subconsultant Carey & Co. will provide historic resource documentation and subconsul~ant \,Villiam Self Associates (WSA) will provide prehistoric resource documentation for the project in compliance with Section 106 of the Nationa! Historic Preservation Act. Historic Resources. Subconsultant Carey & Co. will review existing inr%rmation about the proposed project site as provided. Subsequent to this review the proposed project site will be surveyed. The site will be photographed and contextual and physical relationships to the EIP Associates Exhibit A- Sc~)pe of\Vork and Approach Page8 surrounding neighborhood will be noted. Subconsultant Carey & Co. will then gather additional information as needed for historic resources and potential historic resources. This effort includes archival research at local and regional repositories, and inquiries with the Palo Alto Historical Society. Based on the evaluation of the existing and potential historic resources at or adiacent to the proposed project site, subconsultant Carey & Co. will identify boundaries for an Area of Potential Effect (APE). Subconsultant Carey & Co. will then prepare a technical report of findings, conclusions and recommendations. The contents of the technical report will be used as the basis for preparing subsequent documentation needed for the EIR/EA and Section 106 evaluations. Archaeological Resources. Subconsultant \VSA wil! consult with the California Historical Resources Information System, Northwestern In%rmation Center (NIC) at Sonoma State University to conduct a record search of the project area to identi~" known archaeological sites and previous surveys in or near the project area. The search will cover the entire project area and a minimum one-half mile radius adjacent to the project limits. All previous cultural resource surveys, known historic or prehistoric sites, and listed or eligible National Register of Historic Places (NRHP) properties within the area of the record search wil! be identified. Copies of applicable site records and survey reports will be made as necessary, and site locations will be plotted on USGS quad sheets. Additional data on the history and prehistory of the area on file at subconsultant \VSA, and other sources as necessary will be also reviewed. The Native American Heritage Commission in Sacramento will be contacted by letter to describe the proposed project and request a listing of local, interested Native American representatives, and to have the Commission review their Sacred Lands file %r information on traditional or cultural lands within the project area and vicinity. The results of the consultation will be described and the list of individual tribal members wil! be provided to the City for their use in soliciting comments on the project documentation. In accordance with CEQA and NHPA Section 106, as a means of evaluating the potential impacts to cultural resources, unless recently surveyed by qualified archaeologists (as evidenced by a competent report on file at NIC), the project area will be examined by a qualified archaeological field researcher under the supervision of an archaeologist meeting federal criteria under 56 CFR 61. This is intended to be an intensive survey of the entire project area conducted to meet the requirements of Section 106. Any newly discovered historic (over ~5 years of age) or prehistoric archaeological sites would be recorded, as required, on appropriate Department of Parks and Recreation Primary Record (DPR 5o_~) and associated forms. Any cultural resources discovered will be evaluated for significance NRHP eligibility in accordance with the criteria in 56 CFR 8o0. It is assumed, for this proposal, that (other than the tv,’o historic buildings) no significant cultural resources exist in the project area, and that no documentation forms will be prepared. The draft Cultural Resource Assessment Report will include a brief description of the preferred project, its location, a discussion of the results of the record and literature search, Native American consultation, and an explanation of survey methodology and results. Sites discovered during the survey, or known sites examined during the survey, if any, will be described and evaluated for significance (insofar as possible given field conditions) as described above. Mitigation recommendations, if warranted, will be presented. If existing conditions do not permit the required assessment of site significance, a proposal for site testing or additional data gathering will be presented. Such testing could involve hand or mechanical auger borings EIP Associates Exhibit A - Scope of Vv%k and Approach ol- other subsurface examination procedures as necessary to determine site extent and composition. All new site records, updated site records and maps and photographs will be appended to the report. Upon acceptance and approval by EIP and the City of Palo Alto, the Cultural Resources Assessment Report will be submitted, as required, to the Northwest Information Center in Sonoma. Upon completion of the Section 106 documentation, a recommendation will be made regarding submittal of the documentation to the State Historic Preservation Office (SHPO). Consideration will be given to the overall project schedule and the likelihood SHP0 would act on the documentation submitted. Deliverables: Fifteen bound copies each and one electronic copy each of the Draft and revised Reports prepared under this task for City review. N[EETINGS/CITY INVOLVEMENT: meedng under this task.) Meetings with staff. (EIP assumes a maximum of one TASK 10: PREPARE PRELIMINARY SECTION 4(F) EVALUATION Discussion: Under Section -~(0 of the Department of Transportation Act, the Secretary of Transportation ’2..shall not approve any program or project which requires the use of any publicly owned land from a public park, recreation area, or wildlife and waterfow! refuge ~f national, States, or local significance as determined by the Federal, State, or local officials having 5urisdiction thereofi or any land from an historic site of national, State, or local significance as so determined by such officials unless (1) there is no feasible and prudent alternative to the use of such land, and~_/,’~"~ such program includes all possible planning to minimize harm to such park, recreation areas, wildlife and waterfowl refuge, or historic sites resulting from such use.. " EIP Associates will provide a preliminary Section ÷(0 evaluation following the guidance set forth by the federal Department of Transportation. This evaluation shal! list ~(0 properties potentially affected by the pro~ect; the current use of such properties; the potential %r direct or "constructive" use of the properties, as defined by Section ~(f); and alternatives to such use. Deliverables: Fifteen bound copies each and one electronic copy each of the Draft and revised Section ~(f) Evaluation for City review. N’IEETINOSiCITY INVOLVEMENT: Meetings with staff. (EIP assumes a maximum of one meeting with the City and one meeting with the TAC under this task.) TASK 1 1: DEVELOP PROJECT IMPLEMENTATION PLAN, COSTS, AND TIMELINE FOR NEXT STEPS The product of Task 5 through Task 10 will iclentify areas that need to be explored more Rally as part of a more comprehensive environmental document. Task 11 will outline tlaat document, the issues needed to be addressed, and an initial approach/methodology. EIP has extensive experience with joint CEQA!NEPA documents, and anticipate that the document will be a combined EIR/EA. The approach and methodology wil! need to acknowledge the participation of the FTA and FH\VA, meaning that Council on Environmental Quality (CEQ) and Title ~, KIP Associates Exhibit A- Scope of Work and Approach Page 10 Code of Federal Regulations (CFR), Part 7"71 guidance documents become important in reaching concurrence on the project environmental document. Additionally, under the NEPA component, topics typically not addressed in a CEQA document must be explored, including socioeconomic impacts, environmental justice considerations, and procedural requirements of" Section 106, Section +(F.,~, and federal air confo~’mity regulations. These additional areas environmental investigation, procedural milestones, and agency coordination will be outlined in the final Project Implementation Plan. The plan will also include an estimate of costs necessary to complete subsequent phases of-the project as well as a schedule for the completion of the EIR/EA. The EIR/EA schedule will be reflective of FTA review and oversight of all deliverab]es. The Project Implementation Plan will also describe the public scopinz process and subsequent public participation for the project as well as key project milestones and interim steps (includinz anticipated sequencinz). Finally, the Project Implementation Plan shall identify all agencies involved in the project implementation; their respective roles and responsibilities; and the decision making structme and lead agencies for each phase. Deliverables: 15 copies of Draft Plan and 50 copies of Final P]an and electronic file. Meetings/City Involvement: Meetings with staff and/or TAC. (KIP assumes a maximum of four meetings under this task.) KIP Associates Exhibit A - Scrape <~f’Work and Appr~,)ach Page 1 1 EXHIBIT "B" SCHEDULE OF PERFORMANCE CONSULTANT shall perform the Services so as to complete each milestone within the number of weeks specified below. The time to complete each milestone may be increased or decreased by mutual written agreement of the project managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement. CONSULTANT shall provide a detailed schedule of work consistent with the schedule below within 2 weeks of receipt of the notice to proceed. Task 1 Develop Work Program, Form TAC, and Schedule Kick-Off Meeting Task 2 Monthly (and Quarterly) Status Repots Task 3 Review Background Data Task 4 Identify Needed Technical Data Task 5 Prepare Project Description Task 6 Prepare Initial Site Assessment Task 7 Prepare Geotechnical Report) Task 8 Prepare Traffic Demand Analysis & Traffic Management Plan Task 9 Prepare Section 106 Documentation Task 10 Prepare Preliminary Section 4(f) Evaluation Task 11 Develop Project Implementation Plan, Costs, and Timeline for Next Steps 2 Weeks 40 Weeks 4 Weeks 4 Weeks 35 Weeks 23 Weeks 23 Weeks 36 Weeks 31 Weeks 23 Weeks 40 Weeks 050310 EXHIBIT "C" COMPENSATION The CITY agrees to compensate the CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement, and as set forth in the budget schedule below. Compensation shall be calculated based on the hourly rate schedule attached as Exhibit C-1 up to the not to exceed budget amount for each task set forth below. The compensation to be paid to CONSULTANT under this Agreement for all services described in Exhibit "A" ("Basic Services") and reimbursable expenses shall not exceed $263,910. CONSULTANT agrees to complete all Basic Services, including reimbursable expenses, within this amount. In the event CITY authorizes any Additional Services, the maximum compensation shall not exceed $278,384. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY. CONSULTANT shall perform the tasks and categories of work as outlined and budgeted below. The CITY’s Project Manager may approve in writing the transfer of budget amounts between any of the tasks or categories listed below provided the total compensation for Basic Services, including reimbursable expenses, does not exceed $263,910 and the total compensation for Additional Services does not exceed $14,474. BUDGETSCHEDULE NOT TO EXCEED AMOUNT Task 1 $8,979 (Develop Work Program, Form TAC, and Schedule Kick-Off Meeting) Task 2 (Monthly [and Quarterly] Status Reports) $3,663 Task 3 (Review Background Data) Task 4 (Identify Needed Technical Data) $6,394 $4,462 Task 5 (Prepare Project Description) $23,934 Task 6 (Prepare Initial Site Assessment) $14,039 Task 7 (P.repare Geotechnical Report) $13,660 Task 8 $! 17,329 (Prepare Traffic Demand Analysis & Traffic Management Plan) Task 9 $25,003 (Prepare Section 106 Documentation) Task 10 $11,006 (Prepare Preliminary Section 4(f) Evaluation) Task 1 ! $28,269 (Develop Project Implementation Plan, Costs, and Timeline for Next Steps) Sub-total Basic Services $256,770 Reimbursable expenses $7,!40 (Excluding subconsultant costs, and consultants 3% administrative fee on such costs what are included in the per task budgets above.) Total Basic Services and Reimbursable expenses 9263,910 Additional Services (not to Exceed)$14,474 MAXIMUM TOTAL COMPENSATION $278,384 REIMBURSABLE EXPENSES CITY shall reimburse CONSULTANT for reimbursable expenses at cost plus 2%. Expenses for which CONSULTANT shall be reimbursed are: A: Travel outside the San Francisco Bay Area. B. Costs of printing formal submissions. C. Courier and long distance telephone charges. D. Other miscellaneous expenses All requests for payment of expenses shall be accompanied by appropriate backup information. Any expense anticipated to be more than $7,!40 shall be approved in advance by the CITY’s project manager. ADDITIONAL SERVICES The CONSULTANT shall provide Additional Services only by advanced, written authorization from the CITY. The CONSULTANT, at the CITY’s project manager’s request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONSULTANT’s proposed maximum compensation, including reimbursable expense, for such services based on the rates set forth in Exhibit C. The additional services scope, schedule and maximum compensation shall be negotiated and agreed to in writing by the CITY’s Project Manager and CONSULTANT prior to commencement of the services. Payment for additional services is subject to all requirements and restrictions in this Agreement. EXHIBIT "C-1" HOURLY RATE SCHEDULE EIP ASSOCIATES HOURLY BILLING P,~&TES AND JOB CLASSIFICATIONS Technical Director/Program Manager $150 - $230/hour Senior Manager / Senior Scientist/Senior Engineer Senior Planner / Senior Administrator $110 - $160/hour Associate Manager / Associate Scientist / Associate Planner / Associate Administrator $75-$120/hour Environmental Professional / Planner / Scientist / Administrative $55 - $85!hour TeChnician/Analyst / Clerical $45-$60/hour 050310 EXHIBIT D ATTACHMENT G INSURANCE REQUIREMENTS CONTRACTORS TO THE CiTY OF PALO ALTO (CtT’ff/, AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH A BEST’S KEY RATINGOF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACTINSURANCE BUSINESS IN THE STATE QF CALIFORNIA. .AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS~ AS SPECIFIED, BELOW: TYPE OF COVER~.GEREQUIRED YES WORKER’S COMPENSATION YES LUTOMOBtLE LIABILITY YES COMPREHENSIVE GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTP~,CTUAL, AND FIRE LEGAL LIABILI-t-Y YES NO COMPREHENSIVE AUTOMOBILE LIABILITY, INCLUDING, OWNED, HIRED, NON-OWNED PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE 0v~JHEN APPLICABLE), AND NEGLIGENT PERFORMANCE REQUIREMENT STATUTORY STATUTORY BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERq-Y DAMAGE COMBINED BODILY INJURY EACH PERSON EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED MINIMUM LIMITS EACH OCCURRENCE $1,000,000 $!,000,000 $i,000,000 $i,000,000 $1,000,000 $i,000,000 $1,000,000 $1,000,000 ALL DAMAGES i S1,000,000 AGGREGATE $1,000,000 $1,000,000 S1,000,000 $1,000,000 $I,000,000 $1,000,000 $1,o00,o00 $1,o0o,0o0 YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: PROPOSER, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY PROPOSER AND ITS SUBCONSULTANS, IF ANY, BUT ALSO, WiTH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABiLIT~f AND PROFESSIONAL INSUP~,NCE, NAMING AS ADDITIONAL INSURES CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. INSURANCE COVERAGE MUST INCLUDE: A PROVISION FOR A WRtqq-EN THIRTY DAY ADVANCE NOTICE TO CITY OF CHANGE IN COVERAGE OR OF COVERAGE CANCELLATION; AND A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY- SEE SECTION TBD, SAMPLE AGREEMENT FOR SERVICES. SUBMIT CERTIFICATE(S)OF INSURANCE EVIDENCING REQUIRED COVERAGE, OR COMPLETE THISSECTION AND IV THROUGH V, BELOW. A.NAME AND ADDRESS OF COMPANY AFFORDING COVERAGE (NOT AGENT OR BROKER): B.NAME, ADDRESS, AND PHONE NUMBER OF YOUR INSURANCE AGENT/BROKER: C.POLICY NUMBER(S): City of Pa!o Alto - RFP Page 1 of 2 EXHIBIT D ATTACHMENT G INSURANCE REQUIREMENTS D.DEDUCTIBLE AMOUNT(S) (DEDUCT!BLE AMOUNTS IN EXCESS OF $5,000 REQU!RE CITY’S PRIOR APPROVAL): AWARD iS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AND PROPOSER’S SUBMITTAL OF CERTIFICATES OF INSURANCE EVIDENCING COMPLIANCE WITH THE REQUIREMENTS SPECIFIED HEREIN. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO "ADDITIONAL INSURES" A,PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTINGWITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSURES. B.CROSS LIABILI-~,’ THE NAMING OF MORE THAN ONE PERSON, " P’ . ....r-h,M. OR CORPORATION AS INSURES UNDER THE POI I¢:v SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE tNSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. C.NOTICE OF CANCELLATION IF THE POLICY iS CANCELED B,_FuR~_ ITS EXPIRATION DATE FOR ANY REASON OTHER THAN I mE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A TH!RTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITYAT LEAST A TEN (10) DAY WRIq-i-I EN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. PROPOSER CERTIFIES THATPROPOSER’SINSURANCE COVERAGE MEETSTHEABOVE REQUIREMENTS: THE INFORMATION HEREIN IS CERTIFIED CORRECT BY SIGNATURE(S) BELOW. SIGNATURE(S) MUST BE SAME SIGNATURE(S) AS APPEAR(S) ON SECTION I1, ATTACHMENT A, PROPOSER’S INFORMATION FORM. Signature: Name: (Print or type name} (Print or type name) Signature: Name: NOTICES SHALL BE MAILED TO: PURCHASING AND CONTRACT ADMINISTRATION CITY OF PALO ALTO P.O. BOX 10250 City of Palo Alto - RFP Page 2 of 2