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HomeMy WebLinkAbout1/3/2007 - STAFF REPORTS - 2.I. PALM So OF 4� � y c U N �C �O'ro..r•°`°.gyp. It City Council Staff Report JANUARY 3, 2007 CONSENT CALENDAR Subject: APPROVAL OF MASTER AGREEMENT, ADMINISTERING AGENCY -- STATE AGREEMENT FOR FEDERAL-AID PROJECTS, WITH THE STATE OF CALIFORNIA, STATE AGREEMENT NO. 08-5282R From: David H. Ready, City Manager Initiated by: Public Works and Engineering Department SUMMARY Approval of the revised Master Agreement, Administering Agency — State Agreement for Federal-Aid Projects, with the state of California (Caltrans) will continue to facilitate the City's receipt of federal funds for transportation projects. RECOMMENDATION: 1) Adopt Resolution No. "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALM SPRINGS, CALIFORNIA, APPROVING THE MASTER AGREEMENT, ADMINISTERING AGENCY — STATE AGREEMENT FOR FEDERAL-AID PROJECTS, STATE AGREEMENT NO. 08-5282R, AND AUTHORIZING THE CITY MANAGER TO EXECUTE THE AGREEMENT ON BEHALF OF THE CITY OF PALM SPRINGS;" and 2) Authorize the City Manager to execute all necessary documents. STAFF ANALYSIS: On November 1, 1978, the City Council approved the original agreement with the State of California, Department of Transportation (Caltrans), as Agreement No. 1459 (see Attachment 1). This agreement outlines the obligations of the City in its receipt and use of federal funds for transportation projects. With each federally funded project, the City and Caltrans enter into a supplemental agreement to the master agreement that specifically relates to the type and amount of the federal grant funding. ITEM NO. City Council Staff Report January 3, 2007-Page 2 Caltrans Master Agreement 08-5282R As federal and state regulations are changed, provisions in the master agreement must be modified to remain current. The master agreement was previously amended and approved by the City Council on February 18, 1998 (see Attachment 2). Caltrans has recently submitted a current, modified master agreement to reflect the most recent federal legislation with regard to federal-aid projects (see Attachment 3). It is necessary for the City to approve the agreement, as submitted, in order to continue receiving and using federal funds on transportation projects. FISCAL IMPACT: Approval of the revised Master Agreement with Caltrans will continue the City's receipt and use of federal funds for transportation projects- Submitted- David J. Barakian Thomas J. son Director of Public Works/City Engineer Assistant City Manager Approved: David H. Ready City Manager ATTACHMENTS: 1, Master Agreement (Original — approved 11/1/78)) 2. Master Agreement (Revision 1 — approved 2/18/98) 3. Master Agreement (Revision 2) 4. Resolution LOCAL PGENCr STATE OffilE r state bept �raasportation- FOR Master Agr for Federal Highway Funds (replc FAII master agr) FEDERAL-AID PROJECTS AGREEMENT #1459 (Orig 11-2-78) Res 12812, 11-1-78 08 - Riverside - Palm Springs lssi:r7c ounty city AGREEMENT NO. 08-5282 KASTER AGREEMENT THIS AGREEMENT, made in I��%Yri �n =�_ this, day of -i7e,w-mZacnl 197Y, by and befi en Cit of Palm rin s pPo'Tica s.itubdivisions) of the State of Ca 1 ornia hereinafter referred to as "LOCAL AGENCY", and the STATE OF CALIFORNIA, acting by and through the Department of Transportation, herinafter referred to as "STATE". WITNESSETH: WHEREAS, the Congress of the United States has declared it to be in the national interest for Federal Funds to be expended for highway, fringe parking, bicycle transportation, pedestrian walkways, and mass transportation projects; and WHEREAS, the Legislature of the State of California has enacted legislation by which certain Federal funds authorized may be made available for use on local transportation facilities in accordance vrith the intent of Federal acts; and WHEREAS, there exists a compelling need for improvements or restoration of roads, streets, highways, fringe parking, and public transportation facilities within the boundaries of LOCAL AGENCY; and WHEREAS, LOCAL AGENCY and STATE therefore desire to make use of such Federal funds as may be made available within the jurisdictional boundaries of said LOCAL AGENCY; and WHEREAS, before Federal-aid will be made available for projects, LOCAL AGENCY and STATE are required to enter into an agreement relative to prosecution of the said project and maintenance of the completed facility. 17 a -8 DH-OLA 255 (4-77) 17 a 4 THEREFORE, the parties agree as follows.- ARTICLE I - CONDITIONS 1. Projects located in urbanized areas (unless exempt) must be part of a program which serves to implement an areawide plan held currently valid by the regional transportation policy board. 2. Federal funds may participate only in work which has been officially programmed to and authorized by the Federal Highway Administration hi advance of Its performance. i. Funds apportioned such as the STATE's share of FAS funds are considered Federal-aid funds. ARTICLE 11 - WROVEMENTS/RESTORATIONS 1. The term 'IMPROVEMENT" or "RESTORATION" as used herein means any worl, that is financed in part with Federal funds. 2. The Supplemental Local Agency-State Agreement (program supplement) shall be in a farm prescribed by STATE; and shall designate who shall advertise, award, and administer the contract, the Federal funds requested, and the matching funds to be provided by LOCAL AGENCY, and, if a State Highway is involved„ the matching funds to be provided by STATE. Adoption of the program supplement by LOCAL AGENCY and approval by STATE shall cause such program supplement to be a part of this agreement as though fully set forth herein. Unless otherwise delegated the program supplement shall be approved by the LOCAL AGENCY's governing body. Cooperative projects including work on a State highway shall be the subject of a separate cooperative agreement, 3. In processing IMPROVEMENTS or RESTORATIONS, LOCAL AGENCY will conform to all STATE statutes, regulations and procedures (in- cluding those set forth in the STATE's Local Programs Manual) re- lating to the Federal-aid program and to all applicable Federal laws, regulations, and policy and procedural or instructional memoranda. This includes, but is not limited to, the holding of public hearings when required, the publishing of various press notices, and the pre- paration of plans, specifications, and estimates. 4. Unless otherwise designated in the approved program supple- ment, improvements will be constructed by contract in accordance with DH-OLA 255 (4-77 -2- Certification Acceptance procedures approved by the FHWA. Such pro- cedures require the use of Specifications described in the State's Certification; STATE approval of plans, special provisions and esti- mated costs prior to advertisement; a certification by LOCAL AGENCY with respect to the right-of-way; and advertisement for a minimum of 3 weeks prior to bid opening. The contract will be awarded by LOCAL AGENCY, its agent, or by STATE as may be determined between the parties prior to each project advertisement. 5. When the IMPROVEMENT or RESTORATION includes work to be performed by a railroad, the contract for such work shall be entered into by LOCAL AGE14CY or by STATE, as parties hereto agree. .A con- tract entered into by LOCAL AGENCY for such work must have prior approval of STATE, In either event, LOCAL AGENCY shall enter into an agreenent rsith the railroad providing for maintenance of the pro- tective devices or other facilities installed under the service contract. 6. LOCAL AGENCY shall provide or arrange for adequate super- vision and inspection of each improvement, including contracts awarded by STATE. With prior State approval, surveying, inspection and test- ing may be performed by a consulting engineer provided an employee of LOCAL AGENCY is in responsible charge. 7. STATE shall exercise general supervision over Federal-aid improvements and may assume full and direct control over the project whenever STATE, at its sole discretion, shall determine that its responsibility to the United States so requires. LOCAL AGENCY contracts shall so stipulate. ARTICLE III - RIGHTS-OF-WAY 1, No contract for the constructions of a Federal-aid IMPROVE- MENT or RESTORATION project shall be awarded until the necessary rights-of-way have been secured. Prior to the advertising of a proj- ect on a local street:, LOCAL AGENCY shall certify and upon request shall furnish STATE with evidence that necessary rights-of-way are available for construction purposes or will be available by the time of contract award. 2_ LOCAL AGENCY agrees to hold STATE harmless from any lia- bility which may result in the event the right-of-way is not clear as certified. The furnishing of right-of-way as provided for herein includes, in addition to all real property required for the improve- ment free and clear of obstructions and encumbrances affecting the 17 5 CH-OLA 255 (4-77) -3- a 0 1 ].7 a 6 proposed project, the payment as required by applicable law of dam- ages to real property not actually taken but injuriously affected by the proposed improvement. LOCAL AGENCY shall pay from its funds any costs which arise out of delays to the contractor because utility facilities have not been removed or relocated, or because rights-of- way have not been made available to the contractor for the orderly prosecution of the work. 3. Subject to STATE approval and such supervision over LOCAL AGENCY's right-of-way acquisition procedures as STATE may determine is necessary, LOCAL AGENCY may claim reimbursement from Federal funds for expenditures to purchase rights-of-way included in an approved project. 4. The LOCAL AGENCY will comply with Title II and III of the Uniform Real property Acquisition Policy. 5. Whether or not Federal-aid is to be requested for right-of- way, should LOCAL AGENCY, in acquiring right-of-way for a Federal-aid IMPROVEMENT, displace an individual , family, business, farm operation, or non-profit organization, relocation payments and services will be provided as set forth in Chapter 5 of Title 23, U.S. Cade. The public will be adequately informed of the relocation payments and services which will be available, and, to the greatest extent practicable, no person lawfully occupying real property shall be required to move from his dwelling or to move his business or farm operation without at least 90-days written notice from the LOCAL AGENCY. LOCAL AGENCY will pro- vide the State with specific assurance, on each project, that no person will be displaced until comparable decent, safe and sanitary replace- ment housing is available within a reasonable period of time prior to displacement, and that LOCAL AGENCY's relocation program is realistic and is adequate to provide orderly, timely and efficient relocation of displaced persons for the project as provided in FHPM 7-5. ARTICLE IV - FISCAL PROVISIONS 1. When a Federal-aid IMPROVEMENT or RESTORATION contract is to be awarded by STATE, matching funds will be provided by LOCAL AGENCY prior 'to the time that such funds are required to reimburse contractor. STATE will bill LOCAL AGENCY for amount due immediately following con- tract award, or at option of LOCAL AGENCY, will submit monthly bills during life of contract. 2. The estimated total cost of Federal-aid projects, the amounts of Federal-aid programmed, and the matching amounts agreed upon may be OH-OLA 255 (4-77) -4- adjusted by mutual consent of the parties hereto, provided funds are available to cover increases and provided Federal Highway Administration concurs in any increase in the Federal-aid. 3. Upon submittal by LOCAL AGENCY of a statement of expenditures for Federal-aid improvements, STATE will pay its agreed share and if permitted by State Law will advance an amount equal to the legal pro rata Federal share of the costs believed to be eligible for participa- tion with Federal funds or will voucher Federal Highway Administration for reimbursement. 4. LOCAL AGENCY shall use its own funds to finance the local share of eligible costs and expenditures ruled ineligible for financ- ing with Federal funds. STATE shall make preliminary determination of eligibility for Federal fund financing. Ultimate determination shall rest with the Federal Highway Administration. Any overpayment of amounts due shall be returned to STATE upon demand. 5. When any portion of a LOCAL AGENCY project is performed by STATE, charges therefor shall include assessment on direct labor costs in accordance with Section 8755.1 of the State Administrative Manual. The portion of such charges not financed with Federal funds shall be paid from funds of LOCAL AGENCY. 6. Should LOCAL AGENCY fail to pay monies due STATE within 30 days off d&rwnd or within such other period as may be agreed between the parties hereto, STATE, acting through State Controller, may with- hold an equal amount from future apportionments due LOCAL AGENCY from the Highway Users Tar Fund. 7. Auditors of STATE and the United States shall be given access to LOCAL AGENCY's books and records and shall he given such assistance and information as is requested for the purpose of checking costs paid, or to be paid by STATE hereunder. ARTICLE V - MISCELLANEOUS PROVISIONS 1. This agreement shall have no force or effect with respect to any project unless and until said project has been authorized by the Federal Highway Administration and a Program Supplemental Agree- ment has been executed. 2. The Congress of the United States, the Legislature of the State of California, and the Governor of the State of California, each within their respective jurisdiction, have prescribed certain employment practices with respect to contract and other work financed 17 a 7 DH-OLA 255 (4-77) -5- 17 a 8 with Federal or State funds. LOCAL AGENCY shall insure that work per- formed under this agreement is done in conformance with rules and regulations embodying such requirements where they are applicable. Nondiscrimination Assurances, Exhibit "A", are hereby considered a part of this agreement. 3. When Federal funds are to participate in 'the cost of work done by a consultant, the agreement or contract with the consultant may not be executed or awarded until the selection of the consultant and the terms of the agreement or contract have been approved by STATE. Such agreement or contract shall include a provision that the work and records of the consultant are subject to inspection at all times by representatives of LOCAL AGENCY, STATE and the Federal Highway Administration and that agreement or contract may be terminated by LOCAL AGENCY upon a finding that the consultant is failing to live up to the terms of the agreement or contract. All major changes in the agreement or contract must have prior approval of the STATE. As soon as agreement or contract with consultant has been awarded, two certified copies of said agreement or contract shall be submitted to STATE. 4. LOCAL AGENCY and its contractors shall retain all original records and documents relating to work hereunder financed in part with Federal funds and shall make same available for inspection by STATE and Federal representatives upon request. Following final settlement of the project accounts with the Federal Highway Adminis- tration, such records and documents may be microfilmed at the option of LOCAL AGENCY, but in any event shall be retained for a three-year period after FHFiA payment of final voucher, or a four-year period from the date of finale payment under the contract, whichever is longer. 5. (a) Neither STATE nor any officer or employee thereof shall be responsible for any damage or liability occurring by reason of any- thing done or omitted to be done by LOCAL AGENCY under or in connection with any work, authority or jurisdiction delegated to LOCAL, AGENCY under this agreement. it is also understood and agreed that, pursuant to Government Code Section 895.4•, LOCAL AGENCY shall fully indemnify and hold STATE harmless from any liability imposed for injury (as defined by Government Code Section 810.8) occurring by reason of anything done or omitted to be done by LOCAL AGENCY under or in connection with any work, authority or jurisdiction delegated to LOCAL AGENCY under this agreement. (b) Neither LOCAL AGENCY nor any officer or employee thereof, shall be responsible for any damage or liability occurring by reason of anything done or omitted to be done by STATE under or, in connection with any work, authority or jurisdiction not delegated to LOCAL AGENCY under this agreement. it is also understood and agreed that, pursuant to Government Code Section 895.4, STATE shall fully indemnify and hold OH OLA 255 (4-77) -6- LOCAL AGENCY harmless from any liability imposed for injury (as defined by Government Code Section 810.8) occurring by reason of anything done or omitted to be done by STATE under or in connection with any work, authority or jurisdiction not delegated to LOCAL AGENCY under this agreement. ARTICLE VI - MAINTENANCE 1. Upon acceptance by the awarding authority of a completed Federal-aid project or upon the contractor being relieved of the responsibility for maintaining and protecting a portion of the work, the agency having jurisdiction over the transportation facility shall maintain the completed work in a manner satisfactory to the authorized representatives of the State and the United States. If, within 90 days after receipt of notice from STATE that a project on a transportation facility under its jurisdiction or any portion thereof, is not being properly maintained, LOCAL AGENCY has not satisfactorily remedied the conditions complained of, the approval of further Federal- aid projects of LOCAL AGENCY will be withheld until the project shall have been put in a condition of maintenance satisfactory to STATE and the federal Highway Administration. The provisions of this section shall not apply to a transportation facility which has been vacated through due process of law. 2. The maintenance referred to in paragraph 1 above includes not only the physical condition of the facility but its operation as well. Traffic Operations Improvements on local streets shall be main- tained by an adequate and well-trained staff of traffic engineers and technicians. Said maintenance staff may be employees of a LOCAL AGENCY, another unit of government or a consultant under contract with a LOCAL AGENCY. 17 a 9 OFI-OLA 255 (4-77) -7- 17 a 10 IN WITNESS WHEREOF, the parties have executed this agreement by their duly authorized officers. STATE OF CALIFORNIA CITY OF Palm Springs DEPARTMENT OF TRANSPORTATION DISTRICT . D sir ct Director o Tra ortation M s'➢,„ A, eU•. ,.�L;_p L Gl ir1l{:JiGMti: ATTEST. �r Approval Recommended: ' tY R';F:'1. 617 oc I AssistanCeFgrneer V COUNTY OF By Chairman, Boar o upery sors ATTEST: Clerk of Board DH-OLA 255 (4-77) -8- l�ov�l'I�ff MJISIT °7 NONDISCRIMINATION ASSURANCES The 90ONAX/CITY of Palm Springs _ (hereinafter) referred to as the RECIPIENT HEREBY A RLES THAT as a con�ition to receiving any Federal financial assistance from the CalifoL-nia Department of Transportation, acting for the U. S. Department of Transportation, it will comply with Title VI of the Civil Rights Act of 1964, 73 Stat. 252, 42 U.S.C. 200Dd-42 U.S.L. 20OOd-4 (hereinafter referred to as the ACT), and all requirements imposed by or pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in Fnderally-Assisted Programs of, the Department of Transportation Effectuation of Title VI of the Civil Rights Act of 1964 (hereinafter referred to as the REGULATIONS), the Federal-aid Highway Act of 1973, and other pertinent directives, to the end that in accordance with the ACT, REGULATIONS, and other pertinent directives, no person in tiie United States shall , on the grounds of race, color, sex, or national origin, be excluded from participation in, he denied the benefits of, or be otherwise subjected to discrimination under any program or activity for which the RECIPIENT receives Federal financial assistance from 6e Federal Department of Transportation, HEREBY GIVES ASSURANCE THAT it will promptly take any measures necessary to effectuate this agreement. This assurance is required by subsection 21.7(a) (1 ) of the REGULATIONS. More specifically and without limiting the above general assurance, the RECIPIENT hereby gives the following specific assurances with respect to its Federal-aid Program_ 1 , Thac the RECIPIENT agrees that each "program" and each "facility" as defined in subsections 21.23 (e) and 21.23 (b) of the REGULATIONS, will be (with regard to a "program") conducted, or will be (with regard to a "facility") operated in compliance with all requirements imposed by, or pursuant to, the REGULATIONS. 2. That the RECIPIENT shall insert the following notification in all solicitations for bids for work or material subject to the REGULATIONS made in connection with the Federal-aid Program and, in adapted form in all proposals for negotiated agreements_ DH-OLA 255 (4-77) -9- AGREEMENT �I EXHIBIT "A" The (RO((NIX/C1TY of Palm Springs or other appwved con�rac'r.�rg hoe^vty hereby not7 ies all bidders that it will affirmatively insure that in any contract entered into pursuant to this advertisement, minority business enterprises will be afforded full opportu- nity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, sex, or national origin to consideration for an award. 3. That the RECIPIENT shall insert the clauses of Appendix A of this assurance in every contract subject to the ACT and the REGULATIONS. 4. That the clauses of Appendix B of this assurance shall be included as a covenant running with the land, in any deed from the United States effecting a transfer of real property, structures, or improvements thereon, or interest therein, 5. That where the Rt CYPIENT receives Federal financial assist- ance to construct a facility, or part of at facility, the assurance shall extend to the entire facility and facilities operated in connec- tion therewith. 6e That where the RECIPIENT receives Federal financial assist- ance in the form, or for the acquisition of real property or an interest in real property, the assurance shall extend to rights to space on, over, or under such property. 7. That the RECIPIENT shall include the appropriate clauses set forth in Appendix C of this assurance, as a covenant running with the land, in any future deeds, leases, permits, licenses, and similar agreements entered into by the RECIPIENT with other parties: (a) i`or the subsequent transfer of real property acquired or improved under the Federal-aid Program; and (b) for the construction or use of or access to space on, over, or under real property acquired, or improved under the Federal-aid Program. 8. That this assurance obligates the RECIPIENT for the period during which Federal financiall assistance is extended to the program, except where the Federal financial assistance is to provide, or is in the form of, personal property, or real property or interest therein or structures or improvements thereon, in which case the assurance obligates the RECIPIENT or any transferee for the longer of the fol- lowing periods; dN-OLA 255 (4-77) -10- AGREEMENT EXHIBIT "A" (a) the period during which the property is used for a purpose for which the Federal financial assistance is extended, or for another purpose involving the provision of similar services or benefits; or (b) the period during which the RECIPIENT retains own- ership or possession of the property. 9. The RECIPIENT shall provide for such methods of administra- tion for the program as are found by the U. S. Secretary of Transpor- tation, or the official to whom he delegates ,specific authority, to give reasonable guarantee that it, other recipients, subgrantees, con- tractors, subcontractors, transferees, successors in interest, and other participants of Federal financial assistance under such program will comply with all requirements imposed by, or pursuant to, the ACT, the REGULATIONS and this assurance. 10_ The RECIPIENT agrees that the United States and the State of California have a right to seek judicial enforcement with regard to any matter arising under the ACT, the REGULATIONS, and this assurance. THIS ASSURANCE is given in consideration of and for the purpose of obtaining any and all Federal grants, loans, contracts, property, discounts or other Federal financial assistance extended after the date hereof to the RECIPIENT by the California Department of Transpor- tation, acting for the U. S. Department of Transportation, and is binding on it, other recipients, subgrantees, contractors, subcon- tractors, transferees, successors in interest and other participants in the Federal-aid Highway Program. OH-OLA 255 (4-77) -11- AGREEMENT EXHIBIT "A" APPENDIX A During the performance of this contract, the contractor, for itself, its assignees and successors in interest (hereinafter referred to as the CONTRACTOR) agrees as follows: (1) Com liance with Regulations: The CONTRACTOR shall comply with the regu ations re ative to nondiscrimination in Federally-assisted programs of the Department of Transportation, Title 49, Code of Federal Regulations, Part 21 , as they may be amended from time to time, (here- inafter referred to as the REGULATIONS), which are herein incorporated by reference and made a part of this contract. (2) Nondiscrimination: The CONTRACTOR, with regard to the work performed y it duriFg the contract, shall not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment, The CONTRACTOR shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the REGULATIONS, including employment practices when the contract covers a program set forth in Appendix 8 of the REGULATIONS. (3) Solicitations for Subcontracts Including Procurements of Materials an�'ui meet: Ina solicitations either y competitive bidding or negotiation made by the CONTRACTOR for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subcontractor or supplier shall be notified by the CONTRACTOR of the cantractar's obligations under this contract and the REGULATIONS relative to nondiscrimination on the grounds of race, color, or national origin. (4) Information and Re orts: The CONTRACTOR shall provide all information an reports require by the REGULATIONS, or directives issued pursuant thereto, and shall permit access to its books, retards, accounts, other sources of information, and its facilities as may be determined by the State highway department or the Federal Highway Administration to be pertinent to ascertain compliance with such REGULATIONS or directives. Where any information required of a con- tractor is in the exclusive possession of another who fails or refuses to furnish this information, the CONTRACTOR shall so certify to the State highway department, or the Federal Highway Administration as appropriate, and' shall set forth what efforts it has made to obtain the information. (5) Sanctions for Noncompliance: In the event of the CONTRACTORS's noncompliance witt t eno�n iscrimination provisions of this contract, DH-OLA 255 (4-77) -12- • AGREEMENT EXHIBIT 'W the State highway department shall impose such contract sanctions as it or the Federal Highway Administration may determine to be appropriate, including, but not limited to: (a) withholding of payments to the CONTRACTOR under the contract until the CONTRACTOR complies; and/or (b) cancellation, termination or suspension of the contract, in whale or in part. (6) Incor oration of Provisions: The CONTRACTOR shall include the provisions o paragrap s through (6) in every subcontract, including procurements of materials and leases of equipment, unless exempt by the REGULATIONS, or directives issued pursuant thereto. The CONTRACTOR shall take such action with respect to any subcontract or procurement as the State highway department or the Federal Highway Administration may direct as a means of enforcing such provisions in- cluding sanctions for noncompliance: Provided, however, that, in the event a contractor becomes involved in, or is threatened with, litiga- tion with a subcontractor or supplier as a result of such direction, the CONTRACTOR may request the State highway department to enter into such litigations to protect the interests of the State, and, in addition, the CONTRACTOR may request the United States to enter into such litiga- tion to protect the interests of the United States. OH-OLA 255 (4-77) -13- AGREEMENT EXHIBIT "A" APPENDIX B The following clauses shall be included in any and all deeds effecting or recording the transfer of real property, structures or improvements the;^eon, or interest therein from the United States. (GRANTING CLAUSE) NOW, THEREFORE, the Department of Transportation, as authorized by law, and upon the condition that the RECIPIENT will accept title to the lands and maintain the project constructed thereon, in accordance with Title 23, United States Code, the Regulations for the Adminis- tration of Federal Aid for Highways and the policies and procedures prescribed by the Federal Highway Administration of the Department of Transportation and, also in accordance with and in compliance with the Regulations pertaining to and effectuating the provisions of Title VI of the Civil Rights Act of 1464 (78 Stat. 252; 42 U.S.C. 20O0d to 200Od-4), does hereby remise, release, quitclaim and convey unto the RECIPIENT all the right, title and interest of the Department of Trans- portation in and to said lands described in Exhibit "A" attached here- to and made a part hereof. (HABENDUM CLAUSE) TO HAVE AND TO HOLD said lands and interests therein unto the RECIPIENT and its successors forever, subject, however, to the covenant, conditions, restrictions and reservations herein contained as follows, which will remain in effect for the period during which the real prop- erty or structures are used for a purpose for which Federal financial assistance is extended or for another purpose involving the provision of similar services or benefits and shall be binding on the RECIPIENT, its successors and assigns. The RECIPIENT, in consideration of the conveyance of said lands and interests in lands, does hereby covenant and agree as a covenant running with the land for -itself, its successors and assigns, that (1) no person shall on the grounds of race, color, or national origin., be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination with regard to any facility located wholly or in part on, over, or under such lands hereby conveyed (,) (and)* DH-OLA 255 (447) _14- AGREEMENT EXHIBIT "A" APPENDIX B (2) that the RECIPIENT shall use the lands and interests in lands so conveyed, in compliance with all require- ments imposed by or pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, Part 21 , Non- discrimination in Federally-assisted programs of the Department of Transportation - Effectuation of Title VI of the Civil Rights Act of 1964, and as said Regulations may he amended (,) and (3) that in the event of breach of any of the above- mentioned nondiscrimination conditions, the Department of Transportation shall have a right to re-enter said lands and facilities on said land, and the above de- scribed land and facilities shall thereon revert to and vest in and become the absolute property of the Department of Transportation and its assigns as such interest existed prior to this deed.* *Reverter clause and related language to be used only when it is determined that such a clause is necessary in order to effectuate the purposes of Title VI of the Civil Rights Act of 1964_ DH-OLA 255 (4-77) _75_ AGREEMENT EXHIBIT "A" APPENDIX C The following clauses shall be included in any and all deeds, licenses, leases, permits, or similar instruments entered into by the RECIPIENT, pursuant to the provisions of Assurance 7(a). The (grantee, licensee, lessee, pernnittee, etc. , as appropriate) for himself, his heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree (in the case of deeds and leases add "as covenant running with the land") that in the event facilities are constructed, maintained, or otherwise operated on the said property described in this (deed, license, lease, permit, etc.) for a purpose for which a Department of Transpor- tation program or activity is extended or for another purpose involving the provision of similar services or benefits, the (grantee, licensee, lessee, permittee, etc.), shall maintain and operate such facilities and services in compliance with all other requirements imposed pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of Secretary, Part 21 , Nondiscrimination in Federally- assisted programs of the Department of Transportation - Effectuation of Title VI of the Civil Rights Act of 1964, and as said Regulations may be amended. (Include in licenses, leases, permits, etc. )* That in the event of breach of any of the above nondiscrimination covenants, the RECIPIENT shall have the right to terminate the (license, lease, permit, etc.) and to reenter and repossess said land and the facilities thereon, and hold the same as if said (license, lease, permit, etc.) had never been made or issued. (Include in deeds)* That in the event of breach of any of the above nondiscrimination covenants, the RECIPIENT shall have the right to re-enter said land and facilities thereon, and the above described lands and facilities shall thereupon revert to and vest in and become the absolute property of the RECIPIENT and its assigns. The following shall be included in all deeds, licenses, leases, permits, or similar agreements entered into by the RECIPIENT, pursuant to the provisions of Assurance 7 !b). * Reverter clause and related language to be used only when it is determined that such a clause is necessary in order to effectuate the purposes of Title VI of the Civil Rights ,Act of 1964- DFI-OLA 255 (4-77) -16-- AGREEMENT EXHIBIT "A" APPENDIX C The (grantee, licensee, lessee, permittee, etc., as appropriate) for himself, his personal representatives, successors in interest and assigns, as a part of the consideration hereof, does hereby covenant and agree (in the case of deeds, and leases add "as a covenant'running with the land') that: (1) no person on the ground of race, color, sex, or national origin shall be excluded from participation in, denied the benefits of, or otherwise subjected to discrimination in the use of said facilities, (2) that in the construction of any improvements on, over, or under such land and the furnishing of services thereon, no person on the ground of race, color, sex, or national origin shall be ex- cluded from participation in, denied the benefits of, or otherwise be subjected to discrimination, (3) that the (grantee, licensee, lessee, permittee, etc.,) shall use the premises in compliance with the Regulations. (Include in licenses, leases, permits, etc.)* That in the event of breach of any of the above nondiscrimination covenants, the RECIPIENT shall have the right to terminate the (license, lease, permit, etc. ) and to re-enter and repossess said land and the facilities thereon, and hold the same as if said (license, lease, permit, etc.) had never been made or issued. (Include in deeds)* That in the event of breach of any of the above nondiscrimination covenants, the RECIPIENT shall have the right to re-enter said land and facilities thereon, and the above described lands and facilities shall thereupon revert to and vest in and become the absolute property of the RECIPIENT, and its assigns. * Reverter clause and related language to be used only when it is determined that such a clause is necessary in order to effectuate the purposes of Title VI of the Civil Rights Act of 1964. DH-OLA 255 (4-77) -17- ATTACHMENT 2 MASTER AGREEMENT (REVISION 1) State Dept. Transportation Master Agr for Fed Mway Funds Restated & Amended AGREEMENT �-'1459 R19201, 2-18-98 MASTER AGREEMENT ` xT ADMINISTERING AGENCY-STATE AGREEMENT FOR FEDERAL-AID PROJECTS 08 City of Palm Springs District Administering Agency Agreement No- 08-5282 This AGREEMENT,made effective this_/ day of 4- , 1990is by and between the City of Palm Springs,hereinafter referred to as "ADMINISTERING AGENCY," and the State of California,acting by and through the California Department of Transportation(Caltraus),hereinafter rcfcrrcd to as "STATE," WITNESSETH: WHEREAS,the Congress of the United States has enacted the biternnodal Surface Transportation Efficiency,Act of 199I to fund programs which include,but are not limited to,the Surface Transportation Program(RSTP),the Congestion Mitigation and Air Quality Improvement Program(CMAQ), the Transportation Enbanccrosnt Activities Program(TEA),and the Bridge Replacement and Rehabilitation Program(BBRR) (collectively the "Programs"); and WHEREAS,the Legislature of the State of California has enacted legislation by which certain Federal funds (RSTP and CMAQ)may be made available for use on local transportation facilities of public entities qualified to act as recipients of these federal funds in accordance with the intent of Federal law; and WHEREAS,before Federal-aid will be made available for a specific Program project, ADMINISTERING AGENCY and STATE at'c required to enter into an agreement relative to prosecution of said project and maintenance of the completed facility. NOW, THEREFORE, the parties agree as follows: ARTICLE I - PROJECT ADMINISTRATION 1 . This AGREEMENT shall have no force or effect with respect to any Program project unless and until a project-specific Program Supplemennt to this AGREEMENT for Federal-aid Projects, hereinafter referred to as "PROGRAM SUPPLEMENT," has been executed- 2. The term"PROJECT," as used herehn,means that authorized project financed in part with Federal funds as further described in an"Authorization to Proceed" document executed by STATE,in the subsequent specific PROGRAM SUPPLEMENT, and in a Federal-aid Project Agreement(PR-2). 3. The Financial commitment of STATE administered federal funds will occur only upon the execution of this AGREEMENT, and the execution of each project-specific PROGRAM SUPPLEMENT and PR-2, 1 I 1/29/95 4. ADMINISTERING AGENCY further agrees,as a condition to payment of funds obligated to a PROTECT,to comply with all the agreed-upon Special Covenants or Remarks attached to the r PROGRAM SUPPLEMENT identifying and defusing the nature of the spec PROJECT. 5. The PROGRAM SUPPLEMENT shall designate the party responsible for implementing the various phases of the PROJECT,the Federal funds requested,and the matching funds to be provided by ADMINISTERING AGENCY and/or STATE. Adoption of the PROGRAM SUPPLEMENT by ADMINISTERING AGENCY and approval by STATE shall cause such PROGRAM SUPPLEMENT to be executed and be.a part of this AGREEMENT as though fully set forth herein. Unless otherwise expressly delegated in a resolution by the ADMINISTERING AGENCY's governing body,the PROGRAM SUPPLEMENT shall W approved and managed by the ADMINISTERING AGENCY's governing body. 6. ADMINISTERING AGENCY shall conform to all State statutes,regulations and procedures (including those set forth in LPP 95-07, "Reengineering," and subsequent approved revisions and Local Programs Manual updates, hereafter referred to as REENGINEERED PROCEDURES)relating to the Federal-aid Program,all Title 23 Federal requirements,and all applicable Federal laws,regulations, and policy and procedural or instructional memoranda,unless otherwise designated in the approved PROGRAM SUPPLEMENT. 7. I£PROJECT involves work on the State highway system,it shall also be,the subject of a separate standard form of encroachment permit and,where appropriate,a cooperative agreement between SSA'TE and ADMINISTERING AGENCY to determine how the PROJECT is to be constructed. 8. If PROJECT is not on STATE-owned right of way,PROJECT shall be constructed in accordance with REENGINEERED PROCEDURES. The REENGINEERED PROCEDURES describe minimum statewide design standards for local agency streets and roads. The REENGINEERED PROCEDURES for projects off the National highway System (NHS)allow the STATE to accept either the minimum statewide design standards or ADMINISTERING AGENCY-approved geometric design standards. Also,for projects off the NHS, STATE will accept ADMINISTERING AGENCY-approved standard specifications,standard plans,and materials sampling and testing quality assurance programs that meet the conditions described in the REENGINEERED PROCEDURES. 9. When PROJECT is not on the Stare highway system but includes wort:to be performed by a railroad,the contract for such work shall be prepared by ADMINISTERING AGENCY or by STATE, as the parties may hereafter agree. In either event,ADMINISTERING AGENCY shall enter into an agreement with the railroad providing for future maintenance of protective devices or other facilities installed under the contract. 10. ADMINISTERING AGENCY shall provide or arrange for adequate supervision and inspection of each PROJECT. As provided in the REENGINEERED PROCEDURES,work may be performed by a consultant(s),provided a fully qualified and licensed employee of ADMINISTERING AGENCY is in responsible charge. 11. The Congress of the United States,the Legislature of the State of California,and the Governor of the State of California,each within their respective jurisdiction,have prescribed certain employment practices with respect to work financed with Federal.or State funds_ ADMINISTERING AGENCY agrees to comply with the requirements of the FAIR EMPLOYMENT PRACTICES ADDENDUM(Exhibit A attached hereto)whenever State funds finance part of the PROJECT,and the NONDISCRIMINATION ASSURANCES (Exhibit B attached hereto). ADMINISTERING AGENCY further agrees that any agreement entered into by ADMINISTERING AGENCY with a third party for 2 11/29/95 13A �( performance of work connected with the PROJECT shall incorporate Exhibits A(whenever State funds finance part of the PROJECT)and Exhibit B (with third party's name replacing ADMINISTERING AGENCY)as parts of such agreement. ARTICLE II - RIGHTS OF WAY 1. No contract for the construction of a Federal-aid PROJECT shall be awarded until the necessary rights of way have been secured. Prior to the advertising for construction of the PROJECT, ADMINISTERING AGENCY shall certify and, upon request,shall furnish STATE with evidence that necessary rights of way are available for construction purposes or will be available by the time of award of the construction contract. 2„ ADMINISTERING AGENCY agrees to indemnify and hold STATE harmless from any liability which may result in the event the right of way for a PROJECT is not clear as certified. The furnishing of right of way as provided for herein includes,in addition to all real property required for the PROJECT,title free and clear of obstructions and encumbrances affecting PROJECT and the payment,as required by applicable law, of damages to real property not actually taken but injuriously affected by PROJECT. ADMINISTERING AGENCY shall pay,from its own non-matching funds,any costs which arise out of delays to the construction of the PROJECT because utility facilities have not been removed or relocated,or because rights of way have not been made available to ADMINISTERING AGENCY for the orderly prosecution of PROJECT work. 3. Subject to STATE approval and such supervision as is required in REENGINEERED PROCEDURES over ADMINISTERING AGENCY's right of way acquisition procedures, ADMINISTERING AGENCY may claim reimbursement from Federal fiords for expenditures to purchase only necessary rights of way included in PROJECT after crediting PROJECT with the fair market value of any excess property retained and not disposed of by ADMINISTERING AGENCY. 4. When real property tights are to be acquired by ADMINISTERING AGENCY for a PROJECT,said ADNMUSTERJNG AGENCY must carry out that acquisition in compliance with the Federal Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970,as amended. 5. Whether or not Federal-aid is to be requested for right of way,should ADMINISTERING AGENCY,in acquiring right of way for PROTECT, displace an individual,family,business,farm operation, or non-profit organization,relocation payments and services will be provided as set forth in Chapter 5 of Title 23,U.S.Code. The public will be adequately informed of the relocation payments and services which will be available,and,to the greatest extent practicable,no person lawfully occupying real property shall be required to move from his/her dwelling or to move his/her business or farm operation without at least 90-days written notice from ADMINISTERING AGENCY. ADMINISTERING AGENCY will provide STATE with specific assurances, on each portion of the PROJECT,that no person will be displaced until comparable decent,safe and sanitary replacement housing is available within a reasonable period of time prior to displacement,and that ADMINISTERING AGENCY's relocation program is realistic and adequate to provide orderly,timely and efficient relocation of displaced persons for the PROJECT as provided in Federal Highway Programs Manual(FHPM 7-5). 6. In all real property transactions acquired for the PROJECT,following recordation of the deed or such other recorded instrument evidencing title in the name of the ADMINISTERING AGENCY or their assignee,there shall also be recorded a separate document which is an "Agreement Declaring Restrictive Covenants." Said Agreement Declaring Restrictive Covenants will incorporate the assurances included within Exhibits A and B and Appendices A,B,C and D,as appropriate,when executed by ADMINISTERING AGENCY. 3 11/29/95 • 0 ARTICLE W - MANAGEMENT AND MAINTENANCE OF PROPERTY 1. ADMINISTERING AGENCY will maintain and operate the PROJECT property acquired, developed,rehabilitated,or restored for its intended public use until such time as the parties might amend this AGREEMENT to otherwise provide. With the approval of STATE,ADMINISTERING AGENCY or its successors in interest in the property may transfer this obligation and responsibility to maintain and operate the property to another public entity_ 2. Upon ADMINISTERING AGENCY acceptance of the completed Federal-aid construction contract or upon contractor being relieved of the responsibility for maintaining and protecting a portion of the work,the agency having jurisdiction over the PROJECT shall maintain the completed work in a manner satisfactory to the authorized representatives of STATE and the United States. If,within 90 days after receipt of notice from STATE that a PROJECT,or any portion thereof,under ADMINISTERING AGENCY's jurisdiction is not being properly maintained and ADMINISTERING AGENCY has not satisfactorily remedied the conditions complained of,the approval of fixture Federal-aid projects of ADMINISTERING AGENCY will be withheld until the PROJECT shall have been put in a condition of maintenance satisfactory to STATE and the Federal Highway Administration. The provisions of this section shall not apply to a PROJECT which has been vacated through due process of law. 3. The maintenance referred to in paragraph 2,above,includes not only the physical condition of the PROJECT but its operation as well. PROJECT shall be maintained by an adequate and well-trained staff of engineers and/or such other professionals and technicians as the pmject requires. Said maintenance staff may be employees of ADMINISTERING AGENCY,another unit of government,or a contractor under agreement with ADMINISTERING AGENCY. All maintenance will be performed at regular intervals or as required for efficient operation of the complete PROJECT improvements. ARTICLE IV - FISCAL PROVISIONS l. The PROJECT,or portions thereof,must be included in a Federally-approved Statewide Transportation Improvement Program(FSTIP)prior to ADMINISTERING AGENCY submittal of the "Request for Authorization." 2. State and Federal funds will not participate in PROJECT work performed in advance of approval of the "Authorization to Proceed." The parties shall execute a PROGRAM SUPPLEMENT between STATE and ADMINISTERING AGENCY subsequently incorporating the"Authorization to Proceed." 3. ADMINISTERING AGENCY may submit invoices in arrears for reimbursement of participating PROJECT costs on a monthly or quarterly progress basis once the PROJECT PROGRAM SUPPLEMENT has been executed by STATE and the PR-2 has been executed by FHWA. The total of all amounts claimed,plus any required matching funds,must not exceed the actual total allowable costs of all completed engineering work,right of way acquisition,and construction. 4. Invoices shall be submitted on ADMINISTERING AGENCY letierbead and shall include this AGREEMENT number,Federal-aid project number, and Progress billing number for the PROJECT, and shall be in accordance with REENGWEERED PROCEDURES. 5. ' The estimated total cost of PROJECT,the amounts of Federal-aid programmed,and the matching amounts agreed upon may be adjusted by mutual consent of the patties hereto in a Finance Lctrer/DetW Estimate and a PR-2 document which are to be,considered as part of this AGREEMENT. Federal-aid program amounts may be increased to cover PROJECT cost increases only if such funds are available and FHWA concurs with that increase. 1I Pr, 4 11/29/95 • 6. When additional federal-aid funds are not available,the ADMINISTERING AGENCY agrees that the payment of Federal funds will be limited to the amounts approved by the PR-2,or its modification(PR-2A),and agrees that any increases in PROJECT costs must be defrayed with ADMINISTERING AGENCY funds. 7. ADMINISTERING AGENCY shall use its own nonfederal-aid funds to finance the local share of eligible costs and all expenditures ruled ineligible for financing with Federal funds. STATE shall make the determination of ADMINISTERING AGENCY cost eligibility for Federal fund financing. 8. Any overpayment to ADMINISTERING AGENCY of amounts invoiced shall be returned to STATE by ADMINISTERING AGENCY upon written demand. 9. Should ADMINISTERING AGENCY fail to refund all moneys due STATE as provided hereunder or should ADMINISTERING AGENCY breach this Agreement by failing to complete PROJECT,than, within 30 days of demand,or within such other period as may be agreed to in writing between the parties hereto,STATE,acting through the State Controller,the State Treasurer,or any other 7li agency,may withhold or demand a transfer of an amount equal to the amount owed to STATE from future apportionments,or any other funds due ADMINISTERING AGENCY from the highway Users Talc Fund or any other funds and/or may withhold approval of future ADMINISTERING AGENCY Federal-aid projects. 10. Should ADMINISTERING AGENCY be declared to be in breach of this AGREEMENT or otherwise is default thereof by STATE,and if ADMINISTERING AGENCY is constituted as a joint powers authority,special district, or any other public entity not directly receiving funds through the State Controller, STATE is authorized to obtain reimbursement from whatever sources of funding are available, including the withholding or transfer of funds,pursuant to Article IV-9,from those constituent entities comprising a joint powers authority or by bringing of an action against ADMINISTERING AGENCY or its constituent member entities,to recover all funds provided by STATE hereunder. ARTICLE V - RETENTION OF itECORDSIAUDITS I. For the purpose of determining compliance with Public Contract Code Section 10115,et, seq. and Title 21,California Code of Regulations,Chapter 21,Section 2500 et,seq.,when applicable,and other matters connected with the performance of the Agreement pursuant to Government Code Section 10532,ADMINISTERING AGENCY and any third party under contract with ADMINISTERING AGENCY shall retain all original records to the project financed with Federal funds and shall make records available upon request by Federal and State representatives. Following final settlement of the project costs with 11-IWA the records/documents may be microfilmed by the ADMINISTERING AGENCY,but in any event shall be retained for a period of three years from STATE payment of the filial voucher,or a four-year period from the date of the final payment under the contract,whichever is longer. ADMINISTERING AGENCY shall retain records/documents longer if required in writing by STATE. 2. Per the Single Audit Act of 1984, any ADMINISTERING AGENCY that receives $100,000.00 or more per fiscal year in Federal Financial Assistance shall have an audit performed by an independent audit firm per the Single Audit Act- (see OMB-A128, "Audits of State and Local Governments"). ARTICLE VI - FEDERAL LOBBYING ACTIVITIES CERTIFICATION 1. By execution of this AGREEMENT,ADMINISTERING AGENCY certifies,to the best of the signatory officer's knowledge and belief,that 5 11/29/95 A. No STATE or Federal appropriated funds have been paid or will be paid,by or on behalf of ADMINISTERING AGENCY, to any person for influencing or attempting to influence an officer or employee of any STATE or Federal agency,a Member of the State Legislature or United States Congress,an officer or employee of the Legislature or Congress,or any employee of a Member of the Legislature or Congress in connection with the awarding of any STATE or Federal contract including this Agreement,the making of any STATE or Federal Ioaa,the entering into of any cooperative contract,and the extension,continuation,renewal,amendmetiL or modification of any STATE or Federal contract, grant,loan, or cooperative contract. B. If any funds other than Federal appropriated funds have been paid,or will be paid, to any person for influencing or attempting to influence an officer or employee of any Federal agency,a member of Congress,an officer or employee of Congress or an employee of a member of Congress in connection with this Agreement,grant,local,or cooperative contract,ADMINISTERING AGENCY shall complete and submit Standard Form-LLL, "Disclosure Form to Rep Lobbying,"in accordance with the form instructions. C. This certification is a material representation of fact upon which reliance was placed when this Agreement was made or entered into. Submission of this certification is a prerequisite for making or entering into this Agreement imposed by Section 1352,Title 31,U.S. Code. Any party who fails to file the required certification shall be subject to a civil penalty of not less than$10,000 and not more than$100,000 for each such failure. 2. ADMINISTERING AGENCY also agrees by signing this document that the language of this certification will be included in all lower tier sub-agreements which exceed$100,000 and that all such sub-recipients shall certify and disclose accordingly. ARTICLE VII - MISCELLANEOUS PROVISIONS 1. Neither STATE nor any officer or employee thereof shall be responsible for any damage or liability occurring by reason of anything done, or omitted to he done,by ADMINISTERING AGENCY under,or in connection with, any work,authority or jurisdiction delegated to ADMINISTERING AGENCY under this AGREEMENT. It is understood and agreed that,pursuant to Government Code Section 895.4,ADMINISTERING AGENCY shall fully defend,indemnify and save harmless STATE, its officers,and employees from all claims,suits or actions of every name,kind and description brought for, or on account of,injury(as defined in Government Code Section 810.8) occurring by reason of anything done,or omitted to be done, by ADMINISTERING AGENCY under,or in connection with,any work,authority or jurisdiction delegated to ADMINISTERING AGENCY under this Agreement STATE reserves the right to represent itself in any litigation in which STATE's interests are at stake. 2. Neither ADMINISTERING AGENCY nor any officer or employee thereof,shall be responsible for any damage or liability occurring by reason of anything done,or omitted to be done,by STATE under,or in connection,with any work,authority,or jurisdiction delegated to STATE under this AGREEMENT. It is also understood and agreed that,pursuant to Government Code Section 895.4, STATE shall fully indemnify and hold ADMINISTERING AGENCY harmless from any liability imposed for injury (as defined by Government Code Section 810.8)occurring by reason of anything done,or omitted to be done,by STATE under,or in connection with,any work,authority,or jurisdiction delegated to STATE under this Agreement. ADMINISTERING AGENCY reserves the right to represent itself in any litigation in which ADMINISTERING AGENCY's interests are at stake. 3. ADMINISTERING AGENCY and the officers and employees of ADMINISTERING AGENCY,when engaged in the performance of this Agreement,shall act in an independent capacity and not as officers,employees or agents of STATE. 6 11/29/95 4. STATE may terminate this AGREEMENT with ADMINISTERING AGENCY should ADMINISTERING AGENCY fail to perform the covenants herein contained at the time and in the manner herein provided. In the event of such termination, STATE may proceed with the PROJECT work in any manner deemed proper by STATE. If STATE terminates this AGREEMENT with ADMINISTERING AGENCY,STATE shall pay ADMINISTERING AGENCY the sum due ADMINISTERING AGENCY under this AGREEMENT prior to termination,provided,however,that the cost of PROJECT completion to STATE shall first be deducted from any sum due ADMINISTERING AGENCY under this AGREEMENT, and the balance,if any,shall then be paid ADMINISTERING AGENCY upon,demand. S. Without the written consent of STATE,this AGREEMENT is not assignable by ADMINISTERING AGENCY either in whole or in part. 6. No alteration or variation of the terms of this AGREEMENT shall be valid unless made in writing and signed by the parties hereto,and no oral understanding or Agreement not incorporated herein shall be binding on any of the parties hereto. 7. ADMINISTERING AGENCY warrants,by execution of this AGREEMENT,that no person or selling agency has been employed or retained to solicit or secure this AGREEMENT upon an agreement or understanding for a commission,percentage, brokerage, or contingent fee,excepting bona fide employees or bona fide established commercial or selling agencies maintained by ADMINISTERING AGENCY for the purpose of securing business. For breach or violation of this warranty, STATE has the right to annul this AGREEMENT without liability,pay only for the value of the work actually performed, or in STATE's discretion,to deduct from the price of consideration,or otherwise recover, the full amount of such commission,percentage,brokerage,or contingent fee. S. In accordance with Public Contract Code Section 10296, ADMINISTERhNG AGENCY hereby certifies under penalty of perjury that no more than oue final unappealable finding of contempt of court by.a Federal court has been issued against ADMINISTERING AGENCY within the immediate preceding two-year period because of ADMINISTERING AGENCY's failure to comply with an order of a Federal court that orders ADMINISTERING AGENCY to comply with an order of the National Labor Relations Board. 9. ADMINISTERING AGENCY shall disclose any financial,business,or other relationship with STATE or the K-IWA that may have an impact upon the outcome of this AGREEMENT. ADMINISTERING AGENCY shall also list current contractors who may have a financial interest in the outcome of this AGREEMENT. 10_ ADMINISTERING AGENCY hereby certifies that it does not now have nor shall it acquire any financial or business interest that would conflict with the performance of PROJECT under this AGREEMENT. 11. ADMINISTERING AGENCY warrants that this AGREEMENT was not obtained or secured through rebates,kickbacks or other unlawful consideration either promised or paid to any STATE. employee. For breach or violation of this warranty,STATE shall have the right,in its discretion,to terminate this AGREEMENT without liability,to pay only for the work actually performed,or to deduct from the PROGRAM SUPPLEMENT price or otherwise recover the full amount of such rebate,kickback, or other unlawful consideration. 12. This Agreement is subject to any additional restrictions,limitations,conditions, or any statute enacted by the State Legislature that may affect the provisions,terms,or funding of this AGREEMENT in any manner 7 1 V29/'9S ARTICLE VIII - TERMINATION OF AGREEMENT 1. This Agreement and any PROGRAM SUPPLEMENT(s) executed under this AGREEMENT shall terminate upon 60 days'prior written notice by STATE. 2. Each separate PROGRAM SUPPLEMENT shall separately establish the tern and hording limits for each described PROJECT funded under this Federal-aid program. No STATE or PHWA funds ace obligated agauist this AGREEMENT. IN WITNESS WHEREOF, the parties have executed this AGREEMENT by their duly authorized officers. STATE OF CALIFORNIA CITY OF PALM SPRINGS EEPARTIvU,Zj'4F TRANSPORTATION By By City Manager Chief, Office of Local Programs ADMINISTERING AGENCY Project Implementation Representative Name&Title r� (Authorized Governing Body Representative) Dale J�����4 bate ATTEST: CITY OF PALM SPRINGS, CALIFORNIA "�ity CLerk ,..fr U g 11/29/95 EXHIBIT A FAIR EMPLOYMENT PRACTICES ADDENDUM 1. In the performance of this Agreement,ADMINISTERING AGENCY willl not discriminate against any employee for employment because of race, color,sex,religion,ancestry or national origin. ADMINISTERING AGENCY will take affirmative action to ensure that employees are treated during employment,without regard to their race,sex, actual or perceived sexual orientation,color,religion, ancestry,or national origin. Such action shall include,but not be limited to,the following: employment, upgrading,demotion or transfer;recruitment or recruitment advertising;layoff or termination;rates of pay or other forms of compensation;and selection for training,including apprenticeship. ADMINISTERING AGENCY shall post in conspicuous places,available to employees for employment,uotices to be provided by STATE setting forth the provisions of this Fair Employment section. 2. ADMINISTERING AGENCY will permit access to the records of employment, employment advertisements,application forms,and other pertinent data and records by STATE,the State Fair Employment and Housing Commission,or any other agency of the State of California designated by STATE,for the purposes of investigation to ascertain compliance with the Fair Employment section of this Agreement. 3. Remedies for Willful Violation_ (a) STATE may determine a willful violation of the Fair Employment provision to have occurred upon receipt of a final judgment to that effect from a court in an action to which ADNEMSTERING AGENCY was a party, or upon receipt of a written notice from the Fair Employment and Housing Commission that it has investigated and determined that ADMINISTERING AGENCY has violated the Fair Employ- ment Practices Act and had issued an order under Labor Code Section 1426 which has become final or has obtained an injunction under Labor Code Section 1429, (b) For willful violation of this Fair Employment Provision,STATE shall have the right to terminate this Agreement either in whole or in part,and any loss or damage sustained by STATE in securing the goods or services thereunder shall be borne and paid for by ADMINISTERING AGENCY and by the surety under the performance bond, if any, and STATE may deduct from any moneys due or thereafter may become due to ADMINISTERING AGENCY,the difference between the price named in the Agreement and the actual cost thereof to STATE to cure ADMINISTERING AGENCY s breach of this Agreement. 9 11/29/95 EXHIBIT B NONDISCRIMINATION ASSURANCES ADMINISTERING AGENCY HEREBY AGREES THAT,as a condition to receiving any Federal financial assistance from the STATE,acting for the U.S.Department of Transportation,it will comply with Title VI of the Civil Rights Act of 1964, 78 Stagy 252, 42 U.S.C. 2000d-42 U.S.C. 2000d-4 (hereinafter referred to as the ACT),and all requirements imposed by or pursuant to Title 49,Code of Federal Regulations,Department of Transportation, Subtitle A,Office of the Secretary,Part 21, "Nondiscrimination in Federally-Assisted Programs of the Department of Transportation-Effectuation of Title VI of the Civil Rights Act of 1964" (hereinafter referred to as the REGULATIONS),the Federal-aid Highway Act of 1973, and other pertinent directives,to the end that in accordance with the ACT, REGULATIONS,and other pertinent directives,no person in the United States shall,on the grounds of race,color,sex,national origin, religion, age or disability,be excluded from participation in,be denied the benefits of,or be otherwise subjected to discrimination under any program or activity for which ADMINISTERING AGENCY receives Federal financial assistance from the Federal Department of Transportation,ADMINISTERING AGENCY HEREBY GIVES ASSURANCE THAT ADMINISTERING AGENCY will promptly take any measures necessary to effectuate this agreement. This assurance is required by subsection 21.7(a) (1)of the REGULATIONS. More specifically,and without limiting the above general assurance,ADMINISTERING AGENCY hereby gives the following specific assurances with respect to its Federal-aid Program: 1. That ADMINISTERING AGENCY agrees that each "program" and each "facility" as defined in subsections 21.23 (e) and 21.23 (b)of the REGULATIONS,will be(witb regard to a "program")conducted,or will be(with regard to a"facility")operated in compliance with all requirements unposed by, or pursuant to, the REGULATIONS. 2. That ADMINISTERING AGENCY shall insert the following notification in all solicitations for bids for work or material subject to the REGULATIONS made in connection with the Federal-aid Program and,in adapted form,in all proposals for negotiated agreements: ADMINISTERING AGENCY hereby notifies all bidders that it will affirmatively insure that in any agreement entered into pursuant to this advertisement, minority business enterprises will be afforded full opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race,color, sex,national origin,religion,age, or disability in consideration for an award. 3. That ADMINISTERING AGENCY shall insert the clauses of Appendix A of this assurance in every agreement subject to the ACT and the REGULATIONS. 4. That the clauses of Appendix B of this Assurance shall be,included as a covenant running with the land,in any deed effecting a transfer of real property,structures,of improvements thereon,or interest therein. 5. That where ADMINISTERING AGENCY receives Federal Financial assistance to construct a facility,or part of a facility,the Assurance shall extend to the entire facility and facilities operated in connection therewith. 10 1112"5 6. That where ADMINISTERING AGENCY receives Federal financial assistance in the form,or for the acquisition,of real property or an interest in real property, the Assurance shall extend to rights to space on,over,or under such property. 7. That ADMINISTERING AGENCY shall include the appropriate clauses set forth in Appendix C and D of this Assurance, as a covenant running with the land,in any future deeds,leases, permits,licenses,and similar agreements entered into-by the ADMnWSTERING AGENCY with other parties; Appendix C; (a) for the subsequent transfer of real property acquired or improved under the Federal- aid Program;and Appendix D; (b) for the construction or use of or access to space on,over, or under real properly acquired,or improved under the Federal-aid Program. 8. That this assurance obligates ADMINISTERING AGENCY for the period during which Federal financial assistance is extended to the program,except where the Federal financial assistance is to provide,or is in the form of,personal property or real property of interest therein,or structures,or improvements thereon,in which case the assurance obligates ADMINISTERING AGENCY or any transferee for the longer of the following periods: (a) the period during which the property is used for a purpose for which the Federal financial assistance is extended,or for another purpose involving the provision of similar services or benefits; or (b) the period during which ADMINISTERING AGENCY retains ownership or possession of the property. 9. That ADMINISTERING AGENCY shall provide for such methods of administration for the program as are found by the U.S. Secretary of Transportation,or the official to whom he delegates specific authority, to give reasonable guarantee that ADMINIS'l•ERING AGENCY,other recipients,sub- grantees,applicants,sub-applicants,transferees, successors in interest,and other participants of Federal financial assistance under such program will comply with all requirements imposed by,or pursuant to,the ACT,the REGULATIONS,this Assurance and the Agreement l0. That ADNMSTERING AGENCY agrees that the United States and the State of California have a right to seek judicial enforcement with regard to any matter arising under the ACT,the REGULATIONS,and this Assurance. THIS ASSURANCE is given in consideration of and for the purpose of obtaining any and all Federal grants,loans,agreements,property,discounts or other Federal financial assistance extended after the data hereof to ADMINISTERING AGENCY by STATE, acting for the U.S.Department of Transportation,and is binding on ADMINISTERING AGENCY, other recipients,subgrantees, applicants,sub-applicants,transferees,successors in interest and other participants in the.Federal-aid Highway Program. 11 11/29/95 APPENDIX A TO EXHIBIT B During the performance of this Agreement,ADMINISTERING AGENCY,for itself,its assignees and successors in interest(hereinafter collectively referred to as ADMINISTERING AGENCY)agrees as follows: (1) .Compliance with Regulations: ADMINISTERING AGENCY shall comply with the regulations relative to nondiscrimination in Federally assisted programs of the Department of Transportation,Title 49,Code of Federal Regulations,Part 21,as they may be amended from time to time,(hereinafter referred to as the REGULATIONS),which are herein incorporated by reference and made a part of this agreement (2) Nondi�crimination: ADMINISTERING AGENCY,with regard to the work performed by it during the AGREEMENT,Shall not discriminate on the grounds of race,color,sex,national origin, religion,age,or disability in The selection and retention of sub-applicants,including procurements of materials and leases of equipment. ADMINISTERING AGENCY shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the REGULATIONS,including employment practices when the agreement covers a program set forth in Appendix B of the REGULATIONS. (3) Solicitations For Sub-agreemenrs Including PrpcummemL of Materials andEquipment: In all solicitations either by competitive bidding or negotiation made by ADMINISTERING AGENCY for work to be performed under a Sub-agreement,including procurements of materials or leases of equipment, each potential sub-applicant or supplier shall be notified by ADMINISTERING AGENCY of the ADMINISTERING AGENCY's obligations under this Agreement and the REGULATIONS relative to nondiscrimination on the grounds of race,color,or national origin. (4) Information and Rao a: ADMINISTERING AGENCY shall provide all information and reports required by the REGULATIONS,or directives issued pursuant thereto,and shall permit access to ADMINISTERING AGENCY's books,records, accounts, other sources of information, and its facilities as may be determined by STATE or FHWA to be pertinent to ascertain compliance with such REGULATIONS or directives. Where any information required of ADMINISTERING AGENCY is in the exclusive possession of another who fails or refuses to furnish this information,ADMINISTERING AGENCY shall so certify to STATE or the FIIWA as appropriate, and shall set forth what efforts ADMINISTERING AGENCY has made to obtain the information. (5) Sanctions for Noncompliance: In the event of ADMINISTERING AGENCY's noncompliance with the nondiscrimination provisions of this agreement,STATE shall impose such agreement sanctions as it or the FHWA may determine to be.appropriate,including,but not limited to: (a) withholding of payments to ADMINISTERING AGENCY under the Agreement until ADMINISTERING AGENCY complies;and/or (b) cancellation,termination or suspension of the Agreement,in whole or in parC (6) Incorporation of provisions: ADMINISTERING AGENCY shall include the provisions of paragraphs (1)through(6)in every sub-agreement,including procurements of materials and leases of equipment,unless exempt by the REGULATIONS, or directives issued pursuant thereto. ADMINISTERING AGENCY shall take such action with respect to any sub-agreement or procurement as STATE or FHWA may direct as a means of enforcing such provisions including sanctions for noncompliance,provided,however,that,in the event ADMINISTERING AGENCY becomes involved in,or is threatened with,litigation with a sub-applicant or supplier as a result of such direction, ADMINISTERING AGENCY may request STATE enter into such litigation to protect the interests of STATE,and,in addition,ADMINISTERING AGENCY may request the United States to enter into such litigation to protect the interests of the United States. 3 tl 12 11/29/95 APPENDIX B TO EXHIBIT B 'ti, A , q The following clauses shall be.included in any and all deeds effectu ug or recording the transfer of PROJECT real property,structures or improvements thereon,or interest therein from the United States. (GRANTING CLAUSE) NOW,MEREFORK the U.S.Department of Transportation,as authorized by law,and upon the condition that ADMINISTERING AGENCY will accept title to the lands and maintain the project constructed thereon,in accordance with Title 23,United States Code,the Regulations for the Administration of Federal-aid for Highways and the policies and procedures prescribed by the Federal Highway Administration of the Department of Transportation and,also in accordance with and in compliance with the Regulations pertaining to and effectuating the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat_ 252; 42 U.S-C.2IX10d to 2000d-4), does hereby remise, release,quitclaim and convey unto the ADMINISTERING AGENCY all the right,tide,and interest of the U.S.Department of Transportation in,and to,said lands described in Exhibit"A"attached hereto and made a part hereof. (ITABENDUM CLAUSE) TO HAVE AND TO BOLD said lands and interests therein unto ADMINISTERING AGENCY and its successors forever,subject,however,to the covenant,conditions,restrictions and reservations herein contained as follows, which will remain in effect for the period during which the real property or structures are used for a purpose for which Federal financial assistance is extended or for another purpose involving the provision of similar services or benefits and shall be binding on ADMINISTERING AGENCY,its successors and assigns. ADMINISTERING AGENCY,in consideration of the conveyance of said lands and interests in lands, does hereby covenant and agree as a covenant running with the land for itself,its successors and assigns, (1) that no person shall on the grounds of race,color,sex,national origin,religion,age or disability,be excluded from participation in,be denied the benefits of,or be otherwise subjected to discrimination with regard to any facility located wholly or in part on,over, or under such lands hereby conveyed(;) (and) * (2) that ADMINISTERING AGENCY shall use the lands and interests in lands so conveyed, in compliance with all requirements imposed by or pursuant to Title 49,Code of Federal Regulations,Department of Transportation, Subtitle A,Office of the Secretary,Part 21, Non-discrimination in FederalIy-assisted programs of the Department of Transportation- Effectuation of Title VI of the Civil Rights Act of 1964,and as said Regulations may be amended(;)and (3) that in the event of breach of any of the above-mentioned nondiscrimination conditions,the U.S.Department of Transportation shall have a right to re-enter said lands and facilities on said land,and the above-described land and facilities shall thereon revert to and vest in and become the absolute property of the U.S.Department of Transportation and its assigns as such interest existed prior to this deed.* * Reverter clause and related language to be used only when it is determined that such a clause is necessary in order to effectuate the purposes of Title VI of the Civil Rights Act of 1964. 13 1I/29/95 APPENDIX C TO EXHIBIT B The following clauses shall be included in any and all deeds,licenses,leases,permits, or similar instmments entered into by ADMINISTERING AGENCY,pursuant to the provisions of Assurance 7(a) of Exhibit E, The grantee (licensee,lessee,permittee,etc., as appropriate)for himself,his heirs,personal representatives,successors in interest,and assigns,as a part of the consideration hereof,does hereby covenant and agree(in the case of deeds and leases add "as covenant running with the land")that in the event facilities ate constructed,maintained,or otherwise operated on the said property described in this (deed,license,lease,permir,etc.)for a purpose for which a U.S.Department of Transportation program or activity is extended or for another purpose involving the provision of similar services or benefits,the (grantee,licensee,lessee,permittee,etc.),shall maintain and operate such facilities and services in compliance with all other requirements imposed pursuant to Title 49,Code of Federal Regulations, U.S.Department of Transportation, Subtitle A, Office of Secretary, Part 21,Nondiscrimination in Federally-assisted programs of the Department of Transportation-Effectuation of Title VI of the Civil Rights Act of 1964,and as said Regulations may be amended. (Include in licenses,leases,permits, etc.)* That in the event of breach of any of the above nondiscrimination covenants,ADMMSTI RJNG AGENCY shall have the right to terminate the(license,lease,permit etc.)and to re-enter and repossess said land and the facilities thereon, and hold the same as if said (license,lease,permit,etc.)had never been made or issued. (Include in deeds)* That in the event of breach of any of the above nondiscrimination covenants, ADMINISTERING AGENCY shall have the right to re-enter said land and facilities thereon,and the above-described lands and facilities shall thereupon revert to and vest in and become the absolute property of ADMINISTERING AGENCY and its assigns_ * Reverter clause and related language to be used only when it is determined that such a clause is necessary in order to effectuate the purposes of Title VI of the Civil Rights Act of 1964. 1.4 11/29/95 A;Pr;ENnrx n TO ;ExHrlal[x s 13Oq !( The following shall be included in all deeds,licenses,leases,permits, or similar agreements entered into by the ADMINISTERING AGENCY,pursuant to the provisions of Assurance 7 (b) of Exhibit B. The grantee(licensee,lessee,permittee,etc„,as appropriate)for himself,his personal representatives, successors in interest and assigns,as a part of the consideration hereof,does hereby covenant and agree(in the case of deeds,and leases add "as a covenant running with the land")that: (1) no person on the ground of race,color,sex,national origin,religion,age or disability, shall be excluded from participation in,denied the benefits of,or otherwise subjected to discrimination in the use of said facilities; (2) that in the construction of any improvements on, over,or under such land and the furnishing of services thereon, no person on the ground of race, color,sex,national origin, religion,age or disability shall be excluded from participation in, denied the benefits of,or otherwise be subjected to discrimination;and (3) that the(gtautee,licensee, lessee,permittee,etc.,)shall use the premises in compliance with the Regulations. (Include in licenses,leases,permits,etc.)* That in the event of breach of any of the above nondiscrimination covenants,ADMINISTERING AGENCY shall have the right to terminate the(license,lease,permit,etc.)and to re-enter and repossess said land and the facilities thereon,and hold the same as if said(license,lease,permit,etc.)had never been made or issued. (Tnclude in deeds)* That in the event of breach of any of the above nondiscrimination covenants,ADAIMSTERING AGENCY shall have the right to re-enter said land and facilities thereon,and the above-described lands and facilities shall thereupon revert to and vest in and become the absolute property of ADMINISTERING AGENCY,and its assigns. * Reverter clause and related language to be used only when it is determined that such a clause is necessary in order to effectuate the purposes of Title VI of the Civil Rights Act of 1964. 15 11/29195 ATTACHMENT MASTER AGREEMENT (REVISION 2) MASTER AGREEMENT ADMINISTERING AGENCY-STATE AGREEMENT FOR FEDERAL-AID PROJECTS 08 City of Palm Springs ------------------------------------ District Administering Agency Agreement No. 08-5282R This AGREEMENT, is entered into effective this day of 200B, by and between the City of Palm Springs, hereinafter referred to as "ADMINISTERING AGENCY," and the State of California, acting by and through its Department of Transportation (Caltrans), hereinafter referred to as "STATE, and together referred to as "PARTIES" or individually as a "PARTY." RECITALS: 1. WHEREAS, the Congress of the United States has enacted the Intermodal Surface Transportation Efficiency Act (ISTEA) of 1991 and su6sh equent Transportation Authorization Bills to fund transportation programs. These transportation programs include, but are not limited to, the Surface Transportation Program (STP), the Congestion Mitigation and Air Quality Improvement Program (CMAQ), the Transportation Enhancement Program (TE), Highway Safety Improvement Program (HSIP) and the Highway Bridge Program (HBP) (collectively the 'PROGRAMS"); and 2. WHEREAS, the Legislature of the State of California has enacted legislation by which certain federal-aid funds may be made available for use on local transportation related projects of public entities qualified to act as recipients of these federal-aid funds in accordance with the intent of federal law; and 3. WHEREAS, before federal-funds will be made available for a specific program project, ADMINISTERING AGENCY and STATE are required to enter into an agreement to establish terms and conditions applicable to the ADMINISTERING AGENCY when receiving federal funds for a designated PROJECT facility and to the subsequent operation and maintenance of that completed facility. NOW, THEREFORE, the PARTIES agree as follows: Pagel of 26 ARTICLE I - PROJECT ADMINISTRATION 1. This AGREEMENT shall have no force or effect with respect to any program project unless and until a project-specific Program Supplement to this AGREEMENT for federal-aid projects, hereinafter referred to as "PROGRAM SUPPLEMENT", has been fully executed by both STATE and ADMINISTERING AGENCY. 2. The term "PROJECT', as used herein, means that authorized transportation related project and related activities financed in part with federal-aid funds as more fully-described in an "Authorization/ Agreement Summary" or "Amendment/Modification Summary", herein referred to as "E-76" or "E-76 (AMOD)" document authorized by STATE or the Federal Highway Administration (FHWA). 3. The E-76/E-76(AMOD) shall designate the parry responsible for implementing PROJECT, type of work and location of PROJECT. 4. The PROGRAM SUPPLEMENT sets out special covenants as a condition for the ADMINISTERING AGENCY to receive federal-aid funds from/through STATE for designated PROJECT. The PROGRAM SUPPLEMENT shall also show these Federal Funds that have been initially encumbered for PROJECT along with the matching funds to be provided by ADMINISTERING AGENCY and/or others. Execution of PROGRAM SUPPLEMENT by the PARTIES shall cause ADMINISTERING AGENCY to adopt all of the terms of this AGREEMENT as though fully set forth therein in the PROGRAM SUPPLEMENT. Unless otherwise expressly delegated in a resolution by the governing body of ADMINISTERING AGENCY, and with written concurrence by STATE, the PROGRAM SUPPLEMENT shall be approved and managed by the governing body of ADMINISTERING AGENCY. 5. ADMINISTERING AGENCY agrees to execute and return each project-specific PROGRAM SUPPLEMENT within ninety Q0) days of receipt. The PARTIES agree that STATE may suspend future authorizations/obligations and invoice payments for any on-going or future federal-aid project performed by ADMINISTERING AGENCY if any project-specific PROGRAM SUPPLEMENT is not returned within that ninety (90) day period unless otherwise agreed by STATE in writing. B. ADMINISTERING AGENCY further agrees, as a condition to the release and payment of Federal Funds encumbered for the PROJECT described in each PROGRAM SUPPLEMENT, to comply with the terms and conditions of this AGREEMENT and all of the agreed-upon Special Covenants or Remarks incorporated within the PROGRAM SUPPLEMENT, and Cooperative/Contribution Agreement where appropriate, defining and identifying the nature of the specific PROJECT. 7. Federal, State and matching funds will not participate in PROJECT work performed in advance of the approval of the E-76 or E-76 (AMOD), unless otherwise stated in the executed project- specific PROGRAM SUPPLEMENT. ADMINISTERING AGENCY agrees that it will only proceed with the work authorized for that specific phase(s) on the project-specific E-76 or E-76 (AMOD). ADMINISTERING AGENCY further agrees to not proceed with future phases of PROJECT prior to receiving an E-76 (AMOD) from STATE for that phase(s) unless no Further Federal funds are Page 2 of 26 needed or for those future phase(s). 8. That PROJECT or portions thereof, must be included in a federally approved Federal Statewide Transportation Improvement Program (FSTIP) prior to ADMINISTERING AGENCY submitting the "Request for Authorization". 9. ADMINISTERING AGENCY shall conform to all State statutes, regulations and procedures (including those set forth in the Local Assistance Procedures Manual and the Local Assistance Program Guidelines, hereafter collectively referred to as "LOCAL ASSISTANCE PROCEDURES") relating to the federal-aid program, all Title 23 federal requirements, and all applicable federal laws, regulations, and policy and procedural or instructional memoranda, unless otherwise specifically waived as designated in the executed project-specific PROGRAM SUPPLEMENT. 10. If PROJECT is not on STATE-owned right of way, PROJECT shall be constructed in accordance with LOCAL ASSISTANCE PROCEDURES that describes minimum statewide design standards for local agency streets and roads. LOCAL ASSISTANCE PROCEDURES for projects off the National Highway System (NHS) allow STATE to accept either the STATE's minimum statewide design standards or the approved geometric design standards of ADMINISTERING AGENCY. Additionally, for projects off the NHS, STATE will accept ADMINISTERING AGENCY- approved standard specifications, standard plans, materials sampling and testing quality assurance programs that meet the conditions described in the then current LOCAL ASSISTANCE PROCEDURES. 11. If PROJECT involves work within or partially within STATE-owned right-of-way, that PROJECT shall also be subject to compliance with the policies, procedures and standards of the STATE Project Development Procedures Manual and Highway Design Manual and where appropriate, an executed cooperative agreement between STATE and ADMINISTERING AGENCY that outlines the PROJECT responsibilities and respective obligations of the PARTIES. ADMINISTERING AGENCY and its' contractors shall each obtain an encroachment permit through STATE prior to commencing any work within STATE rights of way or work which affects STATE facilities. 12. When PROJECT is not on the State Highway System but includes work to be performed by a railroad, the contract for such work shall be prepared by ADMINISTERING AGENCY or by STATE, as the PARTIES may hereafter agree. In either event, ADMINISTERING AGENCY shall enter into an agreement with the railroad providing for future maintenance of protective devices or other facilities installed under the contract. 13. If PROJECT is using STATE funds, the Department of General Services, Division of the State Architect, or its designee, shall review the contract PS&E for the construction of buildings, structures, sidewalks, curbs and related facilities for accessibility and usability. ADMINISTERING AGENCY shall not award a PROJECT construction contract for these types of improvements until the State Architect has issued written approval stating that the PROJECT plans and specifications comiply with the provisions of sections 4450 and 4454 of the California Government Code, if applicable. Further requirements and guidance are provided in Title 24 of the California Code of Regulations. 14. ADMINISTERING AGENCY will advertise, award and administer PROJECT in accordance with the current LOCAL ASSISTANCE PROCEDURES unless otherwise stated in the executed Page 3 of 26 project-specific PROGRAM SUPPLEMENT, 15. ADMINISTERING AGENCY shall provide or arrange for adequate supervision and inspection of each PROJECT. While consultants may perform supervision and inspection work for PROJECT with a fully qualified and licensed engineer, ADMINISTERING AGENCY shall provide a full-time employee to be in responsible charge of each PROJECT. 16. ADMINISTERING AGENCY shall submit PROJECT-specific contract award documents to STATE's District Local Assistance Engineer within sixty (60) days after contract award. A copy of the award documents shall also be included with the submittal of the first invoice for a construction contract by ADMINISTERING AGENCY to: Department of Transportation, Division of Accounting Local Programs Accounting Branch, MS #33, PO Box 942874, Sacramento, California 94274- 0001. 17. ADMINISTERING AGENCY shall submit the final report documents that collectively constitute a "Report of Expenditures" within one hundred eighty (180) days of PROJECT completion. Failure by ADMINISTERING AGENCY to submit a "Report of Expenditures" within one hundred eighty(180) days of project completion will result in STATE imposing sanctions upon ADMINISTERING AGENCY in accordance with the current LOCAL ASSISTANCE PROCEDURES. 18. ADMINISTERING AGENCY shall comply with: (i) section 504 of the Rehabilitation Act of 1973 which prohibits discrimination on the basis of disability in federally assisted programs; (ii) the Americans with Disabilities Act (ADA) of 1990 which prohibits discrimination on the basis of disability irrespective of funding; and (iii) all applicable regulations and guidelines issued pursuant to both the Rehabilitation Act and the ADA. 19. The Congress of the United States, the Legislature of the State of California and the Governor of the State of California, each within their respective jurisdictions, have prescribed certain nondiscrimination requirements with respect to contract and other work financed with public funds_ ADMINISTERING AGENCY agrees to comply with the requirements of the FAIR EMPLOYMENT PRACTICES ADDENDUM (Exhibit A attached hereto) and the NONDISCRIMINATION ASSURANCES (Exhibit B attached hereto). ADMINISTERING AGENCY further agrees that any agreement entered into by ADMINISTERING AGENCY with a third party for performance of PROJECT-related work shall incorporate Exhibits A and B (with third party's name replacing ADMINISTERING AGENCY) as essential parts of such agreement to be enforced by that third party as verified by ADMINISTERING AGENCY. Page 4 of 26 ARTICLE II - RIGHTS OF WAY 1. No contract for the construction of a federal-aid PROJECT shall be awarded until all necessary rights of way have been secured. Prior to the advertising for construction of PROJECT, ADMINISTERING AGENCY shall certify and, upon request, shall furnish STATE with evidence that all necessary rights of way are available for construction purposes or will be available by the time of award of the construction contract- 2- ADMINISTERING AGENCY agrees to indemnify and hold STATE harmless from any liability that may result in the event the right of way for a PROJECT, including, but not limited to, being clear as certified or if said right of way is found to contain hazardous materials requiring treatment or removal to remediate in accordance with Federal and State laws. The furnishing of right of way as provided for herein includes, in addition to all real property required for the PROJECT, title free and clear of obstructions and encumbrances affecting PROJECT and the payment, as required by applicable law, of relocation costs and damages to remainder real property not actually taken but injuriously affected by PROJECT. ADMINISTERING AGENCY shall pay, from its own non- matching funds, any costs which arise out of delays to the construction of PROJECT because utility facilities have not been timely removed or relocated, or because rights of way were not available to ADMINISTERING AGENCY for the orderly prosecution of PROJECT work. 3. Subject to STATE approval and such supervision as is required by LOCAL ASSISTANCE PROCEDURES over ADMINISTERING AGENCY's right of way acquisition procedures, ADMINISTERING AGENCY may claim reimbursement from Federal Funds for expenditures incurred in purchasing only the necessary rights of way needed for the PROJECT after crediting PROJECT with the fair market value of any excess property retained and not disposed of by ADMINISTERING AGENCY. 4. When real property rights are to be acquired by ADMINISTERING AGENCY for a PROJECT, said ADMINISTERING AGENCY must carry out that acquisition in compliance with all applicable State and Federal laws and regulations, in accordance with State procedures as published in State's current LOCAL ASSISTANCE PROCEDURES and STATE's Right-of-Way Manual, subject to STATE; oversight to ensure that the completed work is acceptable under the Federal Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended. 5. Whether or not federal-aid is to be requested for right of way, should ADMINISTERING AGENCY, in acquiring right of way for PROJECT, displace an individual, family, business, farm operation, or non-profit organization, relocation payments and services will be provided as set forth in 49 CFR, Part 24. The public will be adequately informed of the relocation payments and services which will be available, and, to the greatest extent practicable, no person lawfully occupying real property shall be required to move from his/her dwelling or to move his/her business or farm operation without at least nonety (90) days written notice from ADMINISTERING AGENCY. ADMINISTERING AGENCY will provide STATE with specific assurances, on each portion of the PROJECT, that no person will be displaced until comparable decent, safe and sanitary replacement housing is available within a reasonable period of time prior to displacement, and that ADMINISTERING AGENCY's relocation program is realistic and adequate to provide Page 5 of 26 orderly, timely and efficient relocation of PROJECT- displaced persons as provided in 49 CFR, Part 24. 6. ADMINISTERING AGENCY shall, along with recording the deed or instrument evidencing title in the name of the ADMINISTERING AGENCY or their assignee, shall also record an Agreement Declaring Restrictive Covenants (ADRC) as a separate document incorporating the assurances included within Exhibits A and B and Appendices A, B, C and D of the AGREEMENT, as appropriate. Page 6 of 26 ARTICLE III - MAINTENANCE AND MANAGEMENT 1. ADMINISTERING AGENCY will maintain and operate the property acquired, developed, constructed, rehabilitated, or restored by PROJECT for its intended public use until such time as the parties might amend this AGREEMENT to otherwise provide. With the approval of STATE, ADMINISTERING AGENCY or its successors in interest in the PROJECT property may transfer this obligation and responsibility to maintain and operate PROJECT property for that intended public purpose to another public entity. 2. Upon ADMINISTERING AGENCY's acceptance of the completed federal-aid construction contract or upon contractor being relieved of the responsibility for maintaining and protecting PROJECT, ADMINISTERING AGENCY will be responsible for the maintenance, ownership, liability, and the expense thereof, for PROJECT in a manner satisfactory to the authorized representatives of STATE and FHWA and if PROJECT falls within the jurisdictional limits of another Agency or Agencies, it is the duty of ADMINISTERING AGENCY to facilitate a separate maintenance agreement(s) between itself and the other jurisdictional Agency or Agencies providing for the operation, maintenance, ownership and liability of PROJECT. Until those agreements are executed, ADMINISTERING AGENCY will be responsible for all PROJECT operations, maintenance, ownership and liability in a manner satisfactory to the authorized representatives of STATE and FHWA. If, within ninety (90) days after receipt of notice from STATE that a PROJECT, or any portion thereof, is not being properly operated and maintained and ADMINISTERING AGENCY has not satisfactorily remedied the conditions complained of, the approval of future federal-aid projects of ADMINISTERING AGENCY will be withheld until the PROJECT shall have been put in a condition of operation and maintenance satisfactory to STATE and FHWA. The provisions of this section shall not apply to a PROJECT that has been vacated through due process of law with STATE's concurrence. 3. PROJECT and its facilities shall be maintained by an adequate and well-trained staff of engineers and/or such other professionals and technicians as PROJECT reasonably requires. Said operations and maintenance staff may be employees of ADMINISTERING AGENCY, another unit of government, or a contractor under agreement with ADMINISTERING AGENCY. All maintenance will be performed at regular intervals or as required for efficient operation of the complete PROJECT improvements. Page 7 of 26 ARTICLE IV - FISCAL PROVISIONS 1. All contractual obligations of STATE are subject to the appropriation of resources by the Legislature and the allocation of resources by the California Transportation Commission (CTC). 2. STATE'S financial commitment of Federal Funds will occur only upon the execution of this AGREEMENT, the authorization of the project-specific E-76 or E-76 (AMOD), the execution of each project-specific PROGRAM SUPPLEMENT, and STATE's approved finance letter- 3- ADMINISTERING AGENCY may submit signed duplicate invoices in arrears for reimbursement of participating PROJECT costs on a monthly or quarterly progress basis once the project-specific PROGRAM SUPPLEMENT has been executed by STATE. 4. ADMINISTERING AGENCY agrees, as a minimum, to submit invoices at least once every six (6) months commencing after the funds are encumbered on either the project-specific PROGRAM SUPPLEMENT or through a project-specific finance letter approved by STATE. STATE reserves the right to suspend future authorizations/obligations, and invoice payments for any on-going or future federal-aid project by ADMINISTERING AGENCY if PROJECT costs have not been invoiced by ADMINISTERING AGENCY for a six (6) month period 5. Invoices shall be submitted on ADMINISTERING AGENCY letterhead that includes the address of ADMINISTERING AGENCY and shall be formatted in accordance with LOCAL ASSISTANCE PROCEDURES. 6. Invoices must have at least one copy of supporting backup documentation for costs incurred and claimed for reimbursement by ADMINISTERING AGENCY. Acceptable backup documentation includes, but is not limited to, agency's progress payment to the contractors, copies of cancelled checks showing amounts made payable to vendors and contractors, and/or a computerized summary of PROJECT costs. 7. Payments to ADMINISTERING AGENCY can only be released by STATE as reimbursement of actual allowable PROJECT costs already incurred and paid for by ADMINISTERING AGENCY, S. An Indirect Cost Rate Proposal and Central Service Cost Allocation Plan and related documentation are to be provided to STATE (Caltrans Audits & Investigations) annually for review and approval prior to ADMINISTERING AGENCY seeking reimbursement of indirect cost incurred within each fiscal year being claimed for federal reimbursement. 9. Once PROJECT has been awarded, STATE reserves the right to de-obligate any excess Federal Funds from the construction phase of PROJECT if the contract award amount is less than the obligated amount, as shown on the PROJECT E-76 or E-76 (AMOD). 10. STATE will withhold the greater of either two (2) percent of the total of all Federal Funds encumbered for each PROGRAM SUPPLEMENT or $40,000 until ADMINISTERING AGENCY submits the Final Report of Expenditures for each completed PROGRAM SUPPLEMENT PROJECT. Page 8 of 26 11 , The estimated total cost of PROJECT, the amount of Federal Funds obligated, and the required matching funds may be adjusted by mutual consent of the PARTIES hereto with a finance letter, a detailed estimate, if required, and approved E-76 (AMOD). Federal-aid funding may be increased to cover PROJECT cost increases only if such funds are available and FHWA concurs with that increase. 12, When additional federal-aid funds are not available, ADMINISTERING AGENCY agrees that the payment of Federal Funds will be limited to the amounts authorized on the PROJECT specific E-76 / E-76 (AMOD) and agrees that any increases in PROJECT costs must be defrayed with ADMINISTERING AGENCY's own funds. 13. ADMINISTERING AGENCY shall use its own non-Federal Funds to finance the local share of eligible costs and all expenditures or contract items ruled ineligible for financing with Federal Funds. STATE shall make the determination of ADMINISTERING AGENCY's cost eligibility for federal fund financing of PROJECT costs. 14. ADMINISTERING AGENCY will reimburse STATE for STATE's share of costs for work performed by STATE at the request of ADMINISTERING AGENCY. STATE's costs shall include overhead assessments in accordance with section 8755.1 of the State Administrative Manual. 15. Federal and state funds allocated from the State Transportation Improvement Program (STIP) are subject to the timely use of funds provisions enacted by Senate Bill 45, approved in 1997, and subsequent STIP Guidelines and State procedures approved by the CTC and STATE. 16, Federal Funds encumbered for PROJECT are available for liquidation for a period of seven (7) years from the beginning of the State fiscal year the funds were appropriated in the State Budget. State funds encumbered for PROJECT are available for liquidation only for five (5) years from the beginning of the State fiscal year the funds were appropriated in the State Budget. Federal or state funds not liquidated within these periods will be reverted unless an Cooperative Work Agreement (CWA) is submitted by ADMINISTERING AGENCY and approved by the California Department of Finance (per Government Code section 16304). The exact date of fund reversion will be reflected in the STATE signed finance letter for PROJECT. 17. Payments to ADMINISTERING AGENCY for PROJECT-related travel and subsistence (per diem) expenses of ADMINISTERING AGENCY forces and its contractors and subcontractors claimed for reimbursement or as local match credit shall not exceed rates authorized to be paid rank and file STATE employees under current State Department of Personnel Administration (DPA) rules. If the rates invoiced by ADMINISTERING AGENCY are in excess of DPA rates, ADMINISTERING AGENCY is responsible for the cost difference, and any overpayments inadvertently paid by STATE shall be reimbursed to STATE by ADMINISTERING AGENCY on demand within thirty (30) days of such invoice. 18. ADMINISTERING AGENCY agrees to comply with Office of Management and Budget (OMB) Circular A-87, Cost Principles for State and Local Governments, and 49 CFR, Part 18, Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments. Page 9 of 26 19. ADMINISTERING AGENCY agrees, and will assure that its contractors and subcontractors will be obligated to agree that (a) Contract Cost Principles and Procedures, 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31 , et seq., shall be used to determine the allowability of individual PROJECT cost items and (b) those parties shall comply with federal administrative procedures in accordance with 49 CFR, Part 18, Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments. Every sub-recipient receiving PROJECT funds as a contractor or sub-contractor under this AGREEMENT shall comply with Federal administrative procedures in accordance with 49 CFR, Part 18, Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments. 20. Any PROJECT costs for which ADMINISTERING AGENCY has received payment or credit that are determined by subsequent audit to be unallowable under OMB Circular A-87, 48 CFR, Chapter 1, Part 31 or 49 CFR, Part 18, are subject to repayment by ADMINISTERING AGENCY to STATE. Should ADMINISTERING AGENCY fail to reimburse moneys due STATE within thirty 30 days of demand, or within such other period as may be agreed in writing between the PARTIES hereto, STATE is authorized to intercept and withhold future payments due ADMINISTERING AGENCY from STATE or any third-party source, including but not limited to, the State Treasurer, the State Controller and the CTC. 21. Upon written demand by STATE, any overpayment to ADMINISTERING AGENCY of amounts invoiced to STATE shall be returned to STATE_ 22. Should ADMINISTERING AGENCY fail to refund any moneys due STATE as provided hereunder or should ADMINISTERING AGENCY breach this AGREEMENT by failing to complete PROJECT without adequate justification and approval by STATE, then, within thirty 30 days of demand, or within such other period as may be agreed to in writing between the PARTIES, STATE, acting through the State Controller, the State Treasurer, or any other public entity or agency, may withhold or demand a transfer of an amount equal to the amount paid by or owed to STATE from future apportionments, or any other funds due ADMINISTERING AGENCY from the Highway Users Tax Fund or any other sources of funds, and/or may withhold approval of future ADMINISTERING AGENCY federal-aid projects. 23. Should ADMINISTERING AGENCY be declared to be in breach of this AGREEMENT or otherwise in default thereof by STATE, and if ADMINISTERING AGENCY is constituted as a joint powers authority, special district, or any other public entity not directly receiving funds through the State Controller, STATE is authorized to obtain reimbursement from whatever sources of funding are available, including the withholding or transfer of funds, pursuant to Article IV - 22, from those constituent entities comprising a joint powers authority or by bringing of an action against ADMINISTERING AGENCY or its constituent member entities, to recover all funds provided by STATE hereunder. 24. ADMINISTERING AGENCY acknowledges that the signatory party represents the ADMINISTERING AGENCY and further warrants that there is nothing within a Joint Powers Agreement, by which ADMINISTERING AGENCY was created, if any exists, that would restrict or otherwise limit STATE's ability to recover State funds improperly spent by ADMINISTERING AGENCY in contravention of the terms of this AGREEMENT. Page 10 of 26 ARTICLE V AUDITS, THIRD PARTY CONTRACTING, RECORDS RETENTION AND REPORTS 1. STATE reserves the right to conduct technical and financial audits of PROJECT work and records when determined to be necessary or appropriate and ADMINISTERING AGENCY agrees, and shall require its contractors and subcontractors to agree, to cooperate with STATE by making all appropriate and relevant PROJECT records available for audit and copying as required by paragraph three (3) of ARTICLE V. 2, ADMINISTERING AGENCY, its contractors and subcontractors shall establish and maintain an accounting system and records that properly accumulate and segregate incurred PROJECT costs and matching funds by line item for the PROJECT_ The accounting system of ADMINISTERING AGENCY, its contractors and all subcontractors shall conform to Generally Accepted Accounting Principles, enable the determination of incurred costs at interim points of completion, and provide support for reimbursement payment vouchers or invoices sent to or paid by STATE. 3. For the purpose of determining compliance with Title 21 , California Code of Regulations, Chapter 21, section 2500 et seq., when applicable, and other matters connected with the performance of ADMINISTERING AGENCY's contracts with third parties, ADMINISTERING AGENCY, ADMINISTERING AGENCY's contractors and subcontractors, and STATE shall each maintain and make available for inspection and audit all books, documents, papers, accounting records, and other evidence pertaining to the performance of such contracts, including, but not limited to, the costs of administering those various contracts. All of the above referenced parties shall make such AGREEMENT and PROGRAM SUPPLEMENT materials available at their respective offices at all reasonable times during the entire PROJECT period and for three (3) years from the date of final payment to ADMINISTERING AGENCY under any PROGRAM SUPPLEMENT. STATE, the California State Auditor, or any duly authorized representative of STATE or the United States, shall each have access to any books, records, and documents that are pertinent to a PROJECT for audits, examinations, excerpts, and transactions and ADMINISTERING AGENCY shall furnish copies thereof if requested. 4. ADMINISTERING AGENCY is required to have an audit in accordance with the Single Audit Act of OMB Circular A-133 if it receives a total of $500,000 or more in Federal Funds in a single fiscal year. The Federal Funds received under a PROGRAM SUPPLEMENT are a part of the Catalogue of Federal Domestic Assistance (CFDA) 20.205, Highway Planning and Research. 5. ADMINISTERING AGENCY agrees to include all PROGRAM SUPPLEMENTS adopting the terms of this AGREEMENT in the schedule of projects to be examined in ADMINISTERING AGENCY's annual audit and in the schedule of projects to be examined under its single audit prepared in accordance with OMB Circular A-133, 6. ADMINISTERING AGENCY shall not award a construction contract over $10,000 or other contracts over $26,000 (excluding professional service contracts of the type which are required to be procured in accordance with Government Code sections 4525 (d), (e) and (f) on the basis of a noncompetitive negotiation for work to be performed under this AGREEMENT without the prior written approval of STATE. Contracts awarded by ADMINISTERING AGENCY, if intended as local match credit, must meet the requirements set forth in this AGREEMENT regarding local match funds. Page 11 of 25 7. Any subcontract entered into by ADMINISTERING AGENCY as a result of this AGREEMENT shall contain all of the provisions of ARTICLE IV, FISCAL PROVISIONS, and this ARTICLE V, AUDITS, THIRD-PARTY CONTRACTING RECORDS RETENTION AND REPORTS, and shall mandate that travel and per diem reimbursements and third-party contract reimbursements to subcontractors will be allowable as PROJECT costs only after those costs are incurred and paid for by the subcontractors. 8. To be eligible for local match credit, ADMINISTERING AGENCY must ensure that local match funds used for a PROJECT meet the fiscal provisions requirements outlined in ARTICLE IV in the same manner as required of all other PROJECT expenditures. 9. In addition to the above, the pre-award requirements of third-party contractor/consultants with ADMINISTERING AGENCY should be consistent with LOCAL ASSISTANCE PROCEDURES. Page 12 of 26 ARTICLE VI -FEDERAL LOBBYING ACTIVITIES CERTIFICATION 1. By execution of this AGREEMENT, ADMINISTERING AGENCY certifies, to the best of the signatory officer's knowledge and belief, that: A. No federal or state appropriated funds have been paid or will be paid, by or on behalf of ADMINISTERING AGENCY, to any person for influencing or attempting to influence an officer or employee of any STATE or federal agency, a member of the State Legislature or United States Congress, an officer or employee of the Legislature or Congress, or any employee of a Member of the Legislature or Congress in connection with the awarding of any STATE or federal contract, including this AGREEMENT, the making of any STATE or federal loan, the entering into of any cooperative contract, and the extension, continuation, renewal, amendment, or modification of any STATE or federal contract, grant, loan, or cooperative contract. B. If any funds other than federal appropriated funds have been paid, or will be paid, to any person for influencing or attempting to influence an officer or employee of any federal agency, a member of Congress, an officer or employee of Congress or an employee of a member of Congress in connection with this AGREEMENT, grant, local, or cooperative contract, ADMINISTERING AGENCY shall complete and submit Standard Form-LLL, "Disclosure Form to Rep Lobbying," in accordance with the form instructions. C. This certification is a material representation of fact upon which reliance was placed when this AGREEMENT and each PROGRAM SUPPLEMENT was or will be made or entered into. Submission of this certification is a prerequisite for making or entering into this AGREEMENT imposed by Section 1352, Title 31 , United States Code. Any party who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. 2. ADMINISTERING AGENCY also agrees by signing this AGREEMENT that the language of this certification will be included in all lower tier sub-agreements which exceed $100,000 and that all such sub-recipients shall certify and disclose accordingly. Page 13 of 28 ARTICLE VII - MISCELLANEOUS PROVISIONS 1. ADMINISTERING AGENCY agrees to use all State funds reimbursed hereunder only for transportation purposes that are in conformance with Article XIX of the California State Constitution and the relevant Federal Regulations, 2. This AGREEMENT is subject to any additional restrictions, limitations, conditions, or any statute epacted by the State Legislature or adopted by the CTC that may affect the provisions, terms, or funding of this AGREEMENT in any manner. 3. ADMINISTERING AGENCY and the officers and employees of ADMINISTERING AGENCY, when engaged in the performance of this AGREEMENT, shall act in an independent capacity and not as officers, employees or agents of STATE or the federal government. 4. Each project-specific PROGRAM SUPPLEMENT shall separately establish the terms and funding limits for each described PROJECT funded under the AGREEMENT. No federal or state funds are obligated against this AGREEMENT. 5. ADMINISTERING AGENCY certifies that neither ADMINISTERING AGENCY nor its principals are suspended or debarred at the time of the execution of this AGREEMENT. ADMINISTERING AGENCY agrees that it will notify STATE immediately in the event a suspension or a debarment occurs after the execution of this AGREEMENT. 6. ADMINISTERING AGENCY warrants, by execution of this AGREEMENT, that no person or selling agency has been employed or retained to solicit or secure this AGREEMENT upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by ADMINISTERING AGENCY for the purpose of securing business. For breach or violation of this warranty, STATE has the right to annul this AGREEMENT without liability, pay only for the value of the work actually performed, or in STATE's discretion, to deduct from the price of consideration, or otherwise recover, the full amount of such commission, percentage, brokerage, or contingent fee. 7. In accordance with Public Contract Code section 10296, ADMINISTERING AGENCY hereby certifies under penalty of perjury that no more than one final unappealable finding of contempt of court by a federal court has been issued against ADMINISTERING AGENCY within the immediate preceding two (2) year period because of ADMINISTERING AGENCY's failure to comply with an order of a federal court that orders ADMINISTERING AGENCY to comply with an order of the National Labor Relations Board. 8. ADMINISTERING AGENCY shall disclose any financial, business, or other relationship with STATE, FHWA or FTA that may have an impact upon the outcome of this AGREEMENT. ADMINISTERING AGENCY shall also list current contractors who may have a financial interest in the outcome of this AGREEMENT. 9. ADMINISTERING AGENCY hereby certifies that it does not now have nor shall it acquire any financial or business interest that would conflict with the performance of PROJECT under this Page 14 of 26 AGREEMENT. 10. ADMINISTERING AGENCY warrants that this AGREEMENT was not obtained or secured through rebates, kickbacks or other unlawful consideration either promised or paid to any STATE employee. For breach or violation of this warranty, STATE shall have the right, in its discretion, to terminate this AGREEMENT without liability, to pay only for the work actually performed, or to deduct from the PROGRAM SUPPLEMENT price or otherwise recover the full amount of such rebate, kickback, or other unlawful consideration. 11. Any dispute concerning a question of fact arising under this AGREEMENT that is not disposed of by agreement shall be decided by the STATE's Contract Officer who may consider any written or verbal evidence submitted by ADMINISTERING AGENCY. The decision of the Contract Officer, issued in writing, shall be conclusive and binding on the PARTIES on all questions of fact considered and determined by the Contract Officer. 12. Neither the pending of a dispute nor its consideration by the Contract Officer will excuse ADMINISTERING AGENCY from full and timely performance in accordance with the terms of this AGREEMENT. 13. Neither ADMINISTERING AGENCY nor any officer or employee thereof is responsible for any injury, damage or liability occurring by reason of anything done or omitted to be done by, under or in connection with any work, authority or jurisdiction arising under this AGREEMENT. It is understood and agreed that STATE shall fully defend, indemnify and save harmless the ADMINISTERING AGENCY and all of its officers and employees from all claims, suits or actions of every name, kind and description brought forth under, including, but not limited to, tortuous, contractual, inverse condemnation and other theories or assertions of liability occurring by reason of anything done or omitted to be done by STATE under this AGREEMENT. 14. Neither STATE nor any officer or employee thereof shall be responsible for any injury, damage or liability occurring by reason of anything done or omitted to be done by ADMINISTERING AGENCY under, or in connection with, any work, authority or jurisdiction arising under this AGREEMENT. It is understood and agreed that ADMINISTERING AGENCY shall fully defend, indemnify and save harmless STATE and all of its officers and employees from all claims, suits or actions of every name, kind and description brought forth under, including, but not limited to, tortuous, contractual, inverse condemnation or other theories or assertions of liability occurring by reason of anything done or omitted to be done by ADMINISTERING AGENCY under this AGREEMENT. 15. STATE reserves the right to terminate funding for any PROJECT upon written notice to ADMINISTERING AGENCY in the event that ADMINISTERING AGENCY fails to proceed with PROJECT work in accordance with the project-specific PROGRAM SUPPLEMENT, the bonding requirements if applicable, or otherwise violates the conditions of this AGREEMENT and/or PROGRAM SUPPLEMENT, or the funding allocation such that substantial performance is significantly endangered. Page 15 of 26 16. No termination shall become effective if, within thirty (30) days after receipt of a Notice of Termination, ADMINISTERING AGENCY either cures the default involved or, if not reasonably susceptible of cure within said thirty (30) day period, ADMINISTERING AGENCY proceeds thereafter to complete the cure in a manner and time line acceptable to STATE. Any such termination shall be accomplished by delivery to ADMINISTERING AGENCY of a Notice of Termination, which notice shall become effective not less than thirty (30) days after receipt, specifying the reason for the termination, the extent to which funding of work under this AGREEMENT is terminated and the date upon which such termination becomes effective, if beyond thirty (30) days after receipt. During the period before the effective termination date, ADMINISTERING AGENCY and STATE shall meet to attempt to resolve any dispute_ In the event of such termination, STATE may proceed with the PROJECT work in a manner deemed proper by STATE. If STATE terminates funding for PROJECT with ADMINISTERING AGENCY, STATE shall pay ADMINISTERING AGENCY the sum due ADMINISTERING AGENCY under the PROGRAM SUPPLEMENT and/or STATE approved finance letter prior to termination, provided, however, ADMINISTERING AGENCY is not in default of the terms and conditions of this AGREEMENT or the project-specific PROGRAM SUPPLEMENT and that the cost of PROJECT completion to STATE shall first be deducted from any sum due ADMINISTERING AGENCY. 17. In case of inconsistency or conflicts with the terms of this AGREEMENT and that of a project- specific PROGRAM SUPPLEMENT, the terms stated in that PROGRAM SUPPLEMENT shall prevail over those in this AGREEMENT. 18. Without the written consent of STATE, this AGREEMENT is not assignable by ADMINISTERING AGENCY either in whole or in part. 19. No alteration or variation of the terms of this AGREEMENT shall be valid unless made in writing and signed by the PARTIES, and no oral understanding or agreement not incorporated herein shall be binding on any of the PARTIES. IN WITNESS WHEREOF, the PARTIES have executed this AGREEMENT by their duly authorized officers. STATE OF CALIFORNIA City of Palm Springs DEPARTMENT OF TRANSPORTATION By BY Chief, Office of Project Implementation City of Palm Springs Division of Local Assistance Representative Name & Title (Authorized Governing Body Representative) Date Date Page 16 of 25 EXHIBIT A FAIR EMPLOYMENT PRACTICES ADDENDUM 1. In the performance of this Agreement, ADMINISTERING AGENCY will not discriminate against any employee for employment because of race, color, sex, sexual orientation, religion, ancestry or national origin, physical disability, medical condition, marital status, political affiliation, family and medical care leave, pregnancy leave, or disability leave. ADMINISTERING AGENCY will take affirmative action to ensure that employees are treated during employment without regard to their race, sex, sexual orientation, color, religion, ancestry, or national origin, physical disability, medical condition, marital status, political affiliation, family and medical care leave, pregnancy leave, or disability leave. Such action shall include, but not be limited to, the following: employment; upgrading; demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. ADMINISTERING AGENCY shall post in conspicuous places, available to employees for employment, notices to be provided by STATE setting forth the provisions of this Fair Employment section. 2. ADMINISTERING AGENCY, its contractor(s) and all subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Government Code Section 1290-0 et seq.), and the applicable regulations promulgated thereunder (California code of Regulations, Title 2, Section 7285.0 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code, Section 12900(a-f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations are incorporated into this AGREEMENT by reference and made a part hereof as if set forth in full. Each of the ADMINISTERING AGENCY'S contractors and all subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreements, as appropriate. 3. ADMINISTERING AGENCY shall include the nondiscrimination and compliance provisions of this clause in all contracts and subcontracts to perform work under this AGREEMENT. 4. ADMINISTERING AGENCY will permit access to the records of employment, employment advertisements, application forms, and other pertinent data and records by STATE, the State Fair Employment and Housing Commission, or any other agency of the State of California designated by STATE, for the purposes of investigation to ascertain compliance with the Fair Employment section of this Agreement. 5. Remedies for Willful Violation: (a) STATE may determine a willful violation of the Fair Employment provision to have occurred upon receipt of a final judgment to that effect from a court in an action to which ADMINISTERING AGENCY was a party, or upon receipt of a written notice from the Fair Employment and Housing Commission that it has investigated and determined that ADMINISTERING AGENCY has violated the Fair Employment Practices Act and had issued an order under Labor Code Section 1426 which has become final or has obtained an injunction under Labor Code Section 1429. Page 17 of 26 (b) For willful violation of this Fair Employment Provision, STATE shall have the right to terminate this Agreement either in whole or in part, and any loss or damage sustained by STATE in securing the goods or services thereunder shall be borne and paid for by ADMINISTERING AGENCY and by the surety under the performance bond, if any, and STATE may deduct from any moneys due or thereafter may become due to ADMINISTERING AGENCY, the difference between the price named in the Agreement and the actual cost thereof to STATE to cure ADMINISTERING AGENCY's breach of this Agreement. Page 18 of 26 EXHIBIT B NONDISCRIMINATION ASSURANCES ADMINISTERING AGENCY HEREBY AGREES THAT, as a condition to receiving any federal financial assistance from the STATE, acting for the U.S. Department of Transportation, it will comply with Title VI of the Civil Rights Act of 1964, 78 Stat. 252, 42 U.S.C. 2000d-42 U.S.C. 2000d-4 (hereinafter referred to as the ACT), and all requirements imposed by or pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, Part 21, "Nondiscrimination in Federally-Assisted Programs of the Department of Transportation - Effectuation of Title VI of the Civil Rights Act of 1964" (hereinafter referred to as the REGULATIONS), the Federal-aid Highway Act of 1973, and other pertinent directives, to the end that in accordance with the ACT, REGULATIONS, and other pertinent directives, no person in the United States shall, on the grounds of race, color, sex, national origin, religion, age or disability, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under any program or activity for which ADMINISTERING AGENCY receives federal financial assistance from the Federal Department of Transportation. ADMINISTERING AGENCY HEREBY GIVES ASSURANCE THAT ADMINISTERING AGENCY will promptly take any measures necessary to effectuate this agreement. This assurance is required by subsection 21.7(a) (1) of the REGULATIONS. More specifically, and without limiting the above general assurance, ADMINISTERING AGENCY hereby gives the following specific assurances with respect to its federal-aid Program: 1. That ADMINISTERING AGENCY agrees that each "program" and each "facility" as defined in subsections 21.23 (0) and 21.23 (b) of the REGULATIONS, will be (with regard to a "program") conducted, or will be (with regard to a "facility") operated in compliance with all requirements imposed by, or pursuant to, the REGULATIONS. 2. That ADMINISTERING AGENCY shall insert the following notification in all solicitations for bids for work or material subject to the REGULATIONS made in connection with the federal-aid Program and, in adapted form, in all proposals for negotiated agreements: ADMINISTERING AGENCY hereby notifies all bidders that it will affirmatively insure that in any agreement entered into pursuant to this advertisement, minority business enterprises will be afforded full opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, sex, national origin, religion, age, or disability in consideration for an award. 3. That ADMINISTERING AGENCY shall insert the clauses of Appendix A of this assurance in every agreement subject to the ACT and the REGULATIONS. 4. That the clauses of Appendix B of this Assurance shall be included as a covenant running with the land, in any deed effecting a transfer of real property, structures, or improvements thereon, or interest therein. Page 19 of 26 5. That where ADMINISTERING AGENCY receives federal financial assistance to construct a facility, or part of a facility, the Assurance shall extend to the entire facility and facilities operated in connection therewith. 6. That where ADMINISTERING AGENCY receives federal financial assistance in the form, or for the acquisition, of real property or an interest in real property, the Assurance shall extend to rights to space on, over, or under such property- 7- That ADMINISTERING AGENCY shall include the appropriate clauses set forth in Appendix C and D of this Assurance, as a covenant running with the land, in any future deeds, leases, permits, licenses, and similar agreements entered into by the ADMINISTERING AGENCY with other parties: Appendix C; (a) for the subsequent transfer of real property acquired or improved under the federal-aid Program; and Appendix D; (b) for the construction or use of or access to space on, over, or under real property acquired, or improved under the federal-aid Program. 8. That this assurance obligates ADMINISTERING AGENCY for the period during which federal financial assistance is extended to the program, except where the federal financial assistance is to provide, or is in the form of, personal property or real property or interest therein, or structures, or improvements thereon, in which case the assurance obligates ADMINISTERING AGENCY or any transferee for the longer of the following periods: (a) the period during which the property is used for a purpose for which the federal financial assistance is extended, or for another purpose involving the provision of similar services or benefits; or (b) the period during which ADMINISTERING AGENCY retains ownership or possession of the property. 9. That ADMINISTERING AGENCY shall provide for such methods of administration for the program as are found by the U.S. Secretary of Transportation, or the official to whom he delegates specific authority, to give reasonable guarantee that ADMINISTERING AGENCY, other recipients, sub-grantees, applicants, sub-applicants, transferees, successors in interest, and other participants of federal financial assistance under such program will comply with all requirements imposed by, or pursuant to, the ACT, the REGULATIONS, this Assurance and the Agreement. 10_ That ADMINISTERING AGENCY agrees that the United States and the State of California have a right to seek judicial enforcement with regard to any matter arising under the ACT, the REGULATIONS, and this Assurance. Page 20 of 26 11. ADMINISTERING AGENCY shall not discriminate on the basis of race, religion, age, disability, color, national origin or sex in the award and performance of any STATE assisted contract or in the administration on its DBE Program or the requirements of 49 CFR Part 26. ADMINISTERING AGENCY shall take all necessary and reasonable steps under 49 CFR Part 26 to ensure non discrimination in the award and administration of STATE assisted contracts_ ADMINISTERING AGENCY'S DBE Race-Neutral Implementation Agreement is incorporated by reference in this AGREEMENT. Implementation of this program is a legal obligation and failure to carry out its terms shall be treated as a violation of this agreement. Upon notification to the recipient of its failure to carry out its approved DBE Race-Neutral Implementation Agreement, STATE may impose sanctions as provided for under 49 CFR Part 26 and may, in appropriate cases, refer the matter for enforcement under 18 USC 1001 and/or the Program Fraud Civil Remedies Act of 1985 (31 USC 3801 es seq.) THESE ASSURANCES are given in consideration of and for the purpose of obtaining any and all federal grants, loans, agreements, property, discounts or other federal financial assistance extended after the date hereof to ADMINISTERING AGENCY by STATE, acting for the U.S. Department of Transportation, and is binding on ADMINISTERING AGENCY, other recipients, subgrantees, applicants, sub-applicants, transferees, successors in interest and other participants in the federal-aid Highway Program, Page 21 of 26 APPENDIX A TO EXHIBIT B During the performance of this Agreement, ADMINISTERING AGENCY, for itself, its assignees and successors in interest (hereinafter colloctivoly referred to as ADMINISTERING AGENCY) agrees as follows- (1) Compliance with Regulations: ADMINISTERING AGENCY shall comply with the regulations relative to nondiscrimination in federally assisted programs of the Department of Transportation, Title 49, Code of Federal Regulations, Part 21 , as they may be amended from time to time, (hereinafter referred to as the REGULATIONS), which are herein incorporated by reference and made a part of this agreement. (2) Nondiscrimination: ADMINISTERING AGENCY, with regard to the work performed by it during the AGREEMENT, shall not discriminate on the grounds of race, color, sex, national origin, religion, age, or disability in the selection and retention of sub-applicants, including procurements of materials and leases of equipment. ADMINISTERING AGENCY shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the REGULATIONS, including employment practices when the agreement covers a program set forth in Appendix B of the REGULATIONS. (3) Solicitations for Sub-agreements, Including Procurements of Materials and Equipment: In all solicitations either by competitive bidding or negotiation made by ADMINISTERING AGENCY for work to be performed under a Sub-agreement, including procurements of materials or leases of equipment, each potential sub-applicant or supplier shall be notified by ADMINISTERING AGENCY of the ADMINISTERING AGENCY's obligations under this Agreement and the REGULATIONS relative to nondiscrimination on the grounds of race, color, or national origin. (4) information and Reports: ADMINISTERING AGENCY shall provide all information and reports required by the REGULATIONS, or directives issued pursuant thereto, and shall permit access to ADMINISTERING AGENCY's books, records, accounts, other sources of information, and its facilities as may be determined by STATE or FHWA to be pertinent to ascertain compliance with such REGULATIONS or directives. Where any information required of ADMINISTERING AGENCY is in the exclusive possession of another who fails or refuses to furnish this information, ADMINISTERING AGENCY shall so certify to STATE or the FHWA as appropriate, and shall set forth what efforts ADMINISTERING AGENCY has made to obtain the information- (5) Sanctions for Noncompliance: In the event of ADMINISTERING AGENCY's noncompliance with the nondiscrimination provisions of this agreement, STATE shall impose such agreement sanctions as it or the FHWA may determine to be appropriate, including, but not limited to: (a) withholding of payments to ADMINISTERING AGENCY under the Agreement within a reasonable period of time, not to exceed 90 days; and/or (b) cancellation, termination or suspension of the Agreement, in whole or in part. Page 22 of 26 (6) Incorporation of Provisions: ADMINISTERING AGENCY shall include the provisions of paragraphs (1) through (6) in every sub-agreement, including procurements of materials and leases of equipment, unless exempt by the REGULATIONS, or directives issued pursuant thereto. ADMINISTERING AGENCY shall take such action with respect to any sub-agreement or procurement as STATE or FHWA may direct as a means of enforcing such provisions including sanctions for noncompliance, provided, however, that, in the event ADMINISTERING AGENCY becomes involved in, or is threatened with, litigation with a sub-applicant or supplier as a result of such direction, ADMINISTERING AGENCY may request STATE enter into such litigation to protect the interests of STATE, and, in addition, ADMINISTERING AGENCY may request the United States to enter into such litigation to protect the interests of the United States. Page 23 of 26 APPENDIX B TO EXHIBIT B The following clauses shall be included in any and all deeds effecting or recording the transfer of PROJECT real property, structures or improvements thereon, or interest therein from the United States. (GRANTING CLAUSE) NOW, THEREFORE, the U.S. Department of Transportation, as authorized by law, and upon the condition that ADMINISTERING AGENCY will accept title to the lands and maintain the project constructed thereon, in accordance with Title 23, United States Code, the Regulations for the Administration of federal-aid for Highways and the policies and procedures prescribed by the Federal Highway Administration of the Department of Transportation and, also in accordance with and in compliance with the Regulations pertaining to and effectuating the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252; 42 U.S.C. 2000d to 2000d-4), does hereby remise, release, quitclaim and convey unto the ADMINISTERING AGENCY all the right, title, and interest of the U.S. Department of Transportation in, and to, said lands described in Exhibit "A" attached hereto and made a part hereof. (HABENDUM CLAUSE) TO HAVE AND TO HOLD said lands and interests therein unto ADMINISTERING AGENCY and its successors forever, subject, however, to the covenant, conditions, restrictions and reservations herein contained as follows, which will remain in effect for the period during which the real property or structures are used for a purpose for which federal financial assistance is extended or for another purpose involving the provision of similar services or benefits and shall be binding on ADMINISTERING AGENCY, its successors and assigns. ADMINISTERING AGENCY, in consideration of the conveyance of said lands and interests in lands, does hereby covenant and agree as a covenant running with the land for itself, its successors and assigns, (1) that no person shall on the grounds of race, color, sex, national origin, religion, age or disability, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination with regard to any facility located wholly or in part on, over, or under such lands hereby conveyed (;) (and) (2) that ADMINISTERING AGENCY shall use the lands and interests in lands so conveyed, in compliance with all requirements imposed by or pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Non-discrimination in federally-assisted programs of the Department of Transportation - Effectuation of Title VI of the Civil Rights Act of 1964, and as said Regulations may be amended (;) and (3) that in the event of breach of any of the above-mentioned nondiscrimination conditions, the U.S. Department of Transportation shall have a right to re-enter said lands and facilities on said land, and the above-described land and facilities shall thereon revert to and vest in and become the absolute property of the U.S. Department of Transportation and its assigns as such interest existed prior to this deed_' * Reverter clause and related language to be used only when it is determined that such a clause is Page 24 of 26 necessary in order to effectuate the purposes of Title VI of the Civil Riyhls Act of 1964 APPENDIX C TO EXHIBIT B The following clauses shall be included in any and all deeds, hcPnses lenses, pPirnits of similar instruments entered into by ADMINISTERING AGENCY, pursuant to the provisions of Assurance 7(a) of Exhibit 8- The grantee (licensee, lessee, permittee, etc., as appropriate) for himself, his heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree (in the case of deeds and leases add "as covenant running with the land") that in the event facilities are constructed, maintained, or otherwise operated on the said property described in this (deed, license, lease, permit, etc.) for a purpose for which a U.S. Department of Transportation program or activity is extended or for another purpose involving the provision of similar services or benefits, the (grantee, licensee, lessee, permittee, etc.), shall maintain and operate such facilities and services in compliance with all other requirements imposed pursuant to Title 49, Code of Federal Regulations, U.S. Department of Transportation, Subtitle A, Office of Secretary, Part 21 , Nondiscrimination in federally-assisted programs of the Department of Transportation - Effectuation of Title VI of the Civil Rights Act of 1964, and as said Regulations may be amended. (Include in licenses, leases, permits, etc.)' That in the event of breach of any of the above nondiscrimination covenants, ADMINISTERING AGENCY shall have the right to terminate the (license, lease, permit etc.) and to re-enter and repossess said land and the facilities thereon, and hold the same as if said (license, lease, permit, etc.) had never been made or issued. (Include in deeds)' That in the event of breach of any of the above nondiscrimination covenants, ADMINISTERING AGENCY shall have the right to re-enter said land and facilities thereon, and the above- described lands and facilities shall thereupon revert to and vest in and become the absolute property of ADMINISTERING AGENCY and its assigns- * Reverter clause and related language to be used only when it is determined that such a clause is necessary in order to effectuate the purposes of Title VI of the Civil Rights Act of 1964. Page 25 of 26 APPENDIX D TO EXHIBIT B The following shall be included in all deeds, licenses, leases, permits, or similar agreements entered into by the ADMINISTERING AGENCY, pursuant to the provisions of Assurance 7 (b) of Exhibit B. The grantee (licensee, lessee, permittee, etc., as appropriate) for himself, his personal representatives, successors in interest and assigns, as a part of the consideration hereof, does hereby covenant and agree (in the case of deeds, and leases add "as a covenant running with the land") that: (1) no person on the ground of race, color, sex, national origin, religion, age or disability, shall be excluded from participation in, denied the benefits of, or otherwise subjected to discrimination in the use of said facilities; (2) that in the construction of any improvements on, over, or under such land and the furnishing of services thereon, no person on the ground of race, color, sex, national origin, religion, age or disability shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination; and (3) that the (grantee, licensee, lessee, permittee, etc.,) shall use the premises in compliance with the Regulations. (Include in licenses, leases, permits, etc.)' That in the event of breach of any of the above nondiscrimination covenants, ADMINISTERING AGENCY shall have the right to terminate the (license, lease, permit, etc.) and to re-enter and repossess said land and the facilities thereon, and hold the same as if said (license, lease, permit, etc.) had never been made or issued. (Include in deeds)` That in the event of breach of any of the above nondiscrimination covenants, ADMINISTERING AGENCY shall have the right to re-enter said land and facilities thereon, and the above- described lands and facilities shall thereupon revert to and vest in and become the absolute property of ADMINISTERING AGENCY, and its assigns. Reverter clause and related language to be used only when it is determined that such a clause is necessary in order to effectuate the purposes of Title VI of the Civil Rights Act of 1964. Page 26 of 26 RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALM SPRINGS, CALIFORNIA, APPROVING THE MASTER AGREEMENT, ADMINISTERING AGENCY — STATE AGREEMENT FOR FEDERAL-AID PROJECTS, STATE AGREEMENT NO. 08-5282R, AND AUTHORIZING THE CITY MANAGER TO EXECUTE THE AGREEMENT ON BEHALF OF THE CITY OF PALM SPRINGS WHEREAS, the Congress of the United States has enacted the Intermodal Surface Transportation Efficiency Act (ISTEA) of 1991 and subsequent Transportation Authorization Bills to fund transportation programs. These transportation programs include, but are not limited to, the Surface Transportation Program (STP), the Congestion Mitigation and Air Quality Improvement Program (CMAQ), the Transportation Enhancement Program (TE), Highway Safety Improvement Program (HSIP), and the Highway Bridge Program (HBP); and WHEREAS, the Legislature of the State of California has enacted legislation by which certain federal-aid funds may be made available for use on local transportation related projects of public entities qualified to act as recipients for these federal-aid funds in accordance with the intent of federal law; and VVHEREAS, before federal-funds will be made available for a specific program project, the City of Palm Springs and State of California are required to enter into an agreement to establish terms and conditions applicable to the City of Palm Springs when receiving federal funds for a designated project facility and to the subsequent operation and maintenance of that completed facility. THE CITY COUNCIL OF THE CITY OF PALM SPRINGS DOES HEREBY RESOLVE AS FOLLOWS: SECTION 1. Master Agreement, Administering Agency — State Agreement for Federal- Aid Projects, State Agreement No. 08-5282R, with the state of California, is approved. SECTION 2. The City Manager is authorized to execute and administer the Master Agreement as may be necessary. Resolution No. Page 2 ADOPTED THIS 3rd day of January, 2007. David H. Ready, City Manager ATTEST: James Thompson, City Clerk CERTIFICATION STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss. CITY OF PALM SPRINGS ) I, JAMES THOMPSON, City Clerk of the City of Palm Springs, hereby certify that Resolution No. is a full, true and correct copy, and was duly adopted at a regular meeting of the City Council of the City of Palm Springs on January 3, 2007, by the following vote: AYES: NOES: ABSENT: ABSTAIN: James Thompson, City Clerk City of Palm Springs, California