Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
MN-GOV-2004-09-27
GOVERNANCE COMMITTEE PROCEEDINGS CITY OF ITHACA, NEW YORK Regular Meeting 7:00 p.m. September 27, 2004 PRESENT: Chair Mackesey Alderpersons (3) Whitmore, Taylor, Korherr EXCUSED: Alderperson (1) Zumoff OTHERS PRESENT: Information Management Specialist- Day City Attorney— Marty Luster Mayor— Carolyn Peterson MEETING CALLED TO ORDER: Chair Mackesey called the meeting to order at 7:00 p.m. APPROVAL OF MINUTES Approval of August 23, 2004 Governance Committee Meeting Minutes By: Whitmore Seconded By: Korherr RESOLVED, that the August 23, 2004 Governance Committee Meeting be approved as published. Carried Unanimously ANNOUNCEMENTS AND REPORTS FROM COMMITTEE MEMBERS Alderperson Korherr suggested the usage of interns to work on language in the City Code regarding bicycles. Alderperson Whitmore announced the Recreation Partnership— meeting with the Tompkins County Legislature would be held at 9:00 a.m. on 9/28/04, and on 9/30/04 at 7:00 p.m. at the Town of Ithaca. Establishing City Ethics Committee— Discussion Discussion was held on the floor regarding the provision that prohibits the public from filing an ethics complaint on a member of the governing body. Mayor Peterson stated • the logical person to act as an official hearing officer and to address the Ethics Board would be City Attorney Luster. Financial Disclosure Forms for Department Heads — Discussion 1 t Discussion was held regarding a proposed requirement for Department Heads to file annual disclosure statements. Aldersperson Korherr volunteered to draft a form for the committee to review and discuss further. Date for next Governance Committee meeting - Discussion No meeting will be held for the month of October due to budget meetings. The next committee meeting will be held on November 22, 2004. ADJOURNMENT: On a motion the meeting adjourned at 7:40 p.m. wilt 1621 .K)Ctr1\9 -O. m c._cKili Cindie L. Day Pamela Mackesey Information Management Specialist Chair ORDINANCE NO. OF 2004 AN ORDINANCE TO AMEND SECTION 39-1 OF CHAPTER 39 (ENTITLED "CONTRACTS") OF THE CITY OF ITHACA MUNICIPAL CODE. WHEREAS, pursuant to Ordinance Number 2003-13 adopted on July 9`h, 2003, the Common Council of the City of Ithaca enacted a new Chapter 215 of the City of Ithaca Municipal Code entitled "Human Rights Protections", and WHEREAS, the said Human Rights Protections Chapter, among other things, established a new list of protected classes of individuals, and WHEREAS, the Common Council of the City of Ithaca now wishes to amend the Contracts Chapter of the Code to make it consistent with the anti-discrimination language set forth in Chapter 215, NOW, THEREFORE, BE IT ORDAINED AND ENACTED by Common Council of the City of Ithaca, New York, that Section 39-1 of Chapter 39 of the City of Ithaca Municipal Code is hereby amended as follows: Section 1 § 39-1. Nondiscrimination clause. • The following clause shall be included in any city contract: "The contractor will not discriminate against any employee, applicant for employment, subcontractor, supplier of materials or services or program participant because of . , • :, . . , - , • . . - •, . . .• • , . . . . - . . - - -- actual or perceived age; creed; color; disability; ethnicity; familial status; gender; height; immigration or citizenship status; marital status; national origin; race; religion; sex; sexual orientation socioeconomic status; or weight." ARTICLE II,Responsibility Determinations § 39-2. Guidelines. A. In deliberating upon the responsibility of a bidder or a subcontractor, all contracting agencies shall give due consideration to any credible evidence or reliable information that the past or current record of a bidder or proposed subcontractor includes any of the following: (1) Lack of adequate expertise, prior experience with comparable projects or financial resources to perform the work of the contract or subcontract in a timely, competent and acceptable manner. Evidence of such a lack of ability to perform may include, but shall not be limited to, evidence of suspension or revocation for cause of any professional license of any director or officer, or any holder of 5% or more of the bidder's or proposed subcontractor's stock Proposed new language is underlined and language being deleted is stfnek- gh. \\CITYHALL\V OL2\ATTORNEY\Ordinances\Contracts.doc or equity; failure to submit satisfactory evidence of insurance, surety bonds or financial responsibility; or a history of termination of prior contracts for cause. (2) Criminal conduct in connection with government contract or the conduct of business activities involving the infliction, injury or intentional property damage, in connection with involvement in a pattern of racketeering, labor racketeering, extortion, obstruction of justice or other comparable crimes; bribery, fraud, bid-rigging, embezzlement or other comparable crimes; or serious moral turpitude, fundamental lack of integrity or knowing disregard for the law. Evidence of such conduct may include a judgment of conviction,pending criminal indictment of formal grant of immunity in connection with a criminal prosecution of the bidder or proposed subcontractor, and director or officer, or any holder of 5% or more of the shares or equity of the bidder or proposed subcontractor, or any affiliate of the bidder or proposed subcontractor. (3) Grave disregard for the personal safety of employees, city personnel or members of the public. Due consideration shall be given to whether available evidence concerning the training of employees, equipment actually in use at the work site and company practices for identifying and addressing deficiencies and securing employee compliance demonstrates a genuine commitment to safety or lack of the same. (4) Willful noncompliance with the prevailing wage and supplements payment requirements of the Labor Law, including consideration of any pending violations of the bidder or proposed subcontractor, or any affiliate of the bidder or proposed subcontractor. (5) Any other significant Labor Law violations, including but not limited to child labor violations,failure to pay wages or unemployment insurance tax delinquencies. (6) Any significant violation of the Workers'Compensation Law, including but not limited to the failure of a bidder or proposed subcontractor to provide proof of workers' compensation or disability benefits coverage. (7) Any criminal conduct involving violations of the Environmental Conservation Law or other federal, state or city environmental statutes or repeated or significant civil violations for federal, state or city environmental statutes or regulations. (8) The failure of a bidder or contractor to demonstrate good-faith efforts to comply with applicable federal, state or city statutes and regulations requiring efforts to solicit and utilize minority-owned and women-owned business enterprises and disadvantaged business enterprises as potential subcontractors, in connection with a pending bid for the performance of a federal-aid or state- or city-funded or-assisted project subject to such statutory and regulatory requirements. (9) The failure of a bidder, contractor or proposed subcontractor to comply with federal, state or city statutes or regulations requiring the hiring,training and employment of persons presumed to be disadvantaged in accordance with federal, state or city definitions to meet federal, state and city equal employment opportunity requirements. Proposed new language is underlined and language being deleted is struck eugh. \\CITYHALL\V OL2\ATTORNEY\Ordinances\Contracts.doc d ` (10) The submission of a bid which is mathematically or materially unbalanced. (11) The submission of a bid which is so much lower than the agency's confidential engineers' estimate for the cost of, or anticipated bids for,the contract that it appears unlikely that the bidder will be able to perform the contract satisfactorily at the price bid. (12) Any other cause of so serious or compelling a nature that it raises questions about the present responsibility of a contractor or subcontractor, including but not limited to, submission to a contracting agency of a false or misleading statement on a uniform questionnaire, or in some other form, in connection with a bid for or award of a contract or a request for approval of a subcontractor. B. In addition to the factors specified above, contracting agencies may also give due consideration to any other factors considered by the contracting agencies to bear upon responsibility, including but not limited to any mitigating factors brought to the agency's attention by the bidder or proposed subcontractor. § 39-3. Definitions. As used in this article, the following terms shall have the meanings indicated: BIDDER, CONTRACTOR and SUBCONTRACTOR: A. Any person or business entity submitting a competitive bid for,receiving the award of or submitted for approval as a subcontractor on a contract by any one of the contracting agencies. B. A corporation, partnership or proprietorship shall be considered to be an affiliateof the bidder or proposed subcontractor if one owns, controls or has the ability to control the other,or if a third person, corporation, partnership or proprietorship owns, controls or has the ability to control both. CONTRACT--Any construction or service contract that is required by statute to be let by competitive bid to the lowest reasonable bidder. CONTRACTING AGENCIES --Any agency or department of the city which is letting a contract through competitive bidding. . Section 2. SEVERABILITY. Severability is intended throughout and within the provisions of this ordinance. If any section, subsection, sentence,clause,phrase or portion of this ordinance is held to be invalid or unconstitutional by a court of competent jurisdiction, then that decision shall not affect the validity of the remaining portions of this ordinance. Section 3. EFFECTIVE DATE. This Ordinance shall take effect in accordance with law upon publication of notice as provided in the Ithaca City Charter. Proposed new language is underlined and language being deleted is struck t ough. \\CITYHALL\V OL2\ATTORNEY\Ordinances\Contracts.doc 1 ' usgbc news Press Kit press releases usgbc in the news leed news USGBC Fact Sheet /' member news usgbc update Mission media resources press kit The U.S. Green Building Council is the nation's foremost coalition of leaders from across the building industry working to promote buildings that are environmentally responsible, profitable and healthy places to live and work. Purpose Founded in 1993, the U.S. Green Building Council is leading the national consensus for producing a new generation of buildings that deliver high performance with minimal damage to the environment. Council members across all spectrums of the building industry unite to promote resources, products, policy guidance, education, and marketing tools that support the adoption and market expansion of green building. Membership Council membership is comprised of over 5,300 leading organizations including product manufacturers, non-profits, building owners, building professionals, utilities, government agencies, research institutions, professional societies, universities and others. The strength and diversity of the USGBC membership has been vital to forging strategic alliances r ' usgbc news Press Kit press releases usgbc in the news leed news LEED Fact Sheet member news What is LEED? usgbc update media resources The LEED (Leadership in Energy and Environmental Design) Green Building Rating System is a voluntary standards and certification program that defines press kit high-performance green buildings--which are more environmentally responsible, healthier, and more profitable structures. Developed by USGBC, it addresses a variety of buildings and building project types through individualized systems, including: •New Construction(LEED-NC)available 'Existing Buildings (LEED-EB)available •Commercial Interiors(LEED-CI) available 'Core& Shell (LEED-CS)in pilot,to be released 2005 "Homes (LEED-H)in development, to be piloted in 2005 'Neighborhood Development(LEED-ND)in development In addition, application guides are available to provide information and instruction about applying LEED to market segments. LEED's open, consensus-based development process LEED rating systems are developed through a consensus process in USGBC committees. Each volunteer committee is composed of a diverse group of practitioners and experts representing a cross-section of the building and construction industry. Any USGBC member can serve on a committee,and all committee procedures and proceedings are available at www.usgbc.org. usgbc news press Kit press releases usgbc in the news Leadership in Energy and Environmental Design (LEED®)Frequently Teed news Asked Questions t member news usgbc update How are credit points awarded under LEED? media resources Credits are awarded based on six categories of performance: sustainable sites, press kit energy and atmosphere, water efficiency, indoor environmental quality, materials and resources, and innovation in design. Is LEED training availalble? USGBC offers a variety of LEED Workshops including a basic introduction, technical reviews, and advanced application-oriented sessions. Workshops are available nationally in conjunction with local chapters,at industry tradeshows, and at Greenbuild. Private workshops can also be scheduled for your company. Can products be certified under LEED? No. LEED applies to green building projects. Individual products can contribute to points under the rating system; LEED criteria are performance-based. In attempting to meet these requirements,LEED practitioners identify products that have desired attributes. However, some LEED criteria do require specific product data as a part of a successful submittal. How much does it cost to register a project? A modest fee is required at project registration. Registration fees are based on project square footage,with a maximum fee of$3750. Discounts apply for USGBC members. What is a LEED Accredited Professional and how do you become one? LEED Accredited ProfessionalsTM are experienced building industry practitioners who have demonstrated their knowledge of integrated design and their capacity to facilitate the LEED certification. To become an accredited professional you must Green Building Fact Sheet: November 2004 The annual market for green building in products and services is $5.8 billion, representing 34% growth over the prior year (based on 2003 figures). U.S. Green Building Council: Membership • 5300 member organizations, including corporations, governmental agencies, and nonprofits. • USGBC's membership has grown by 1000% in the past four years. LEED Green Building Rating SystemTM • LEED for new construction (LEED-NC) was first released in 2000 • New LEED rating systems addressing Commercial Interiors (LEED-CI) and Existing Buildings (LEED-EB) are in pilot and will be released in 2004 • 195 million square feet of commercial building space has been registered or certified under LEED • A total of 1,619 registered building projects are currently LEED-registered, and an additional 148 have completed certification • There are LEED projects in all 50 states and 12 countries • Owners of LEED-registered and certified projects represents a diverse cross-section of the industry. • 25%are owned by for-profit corporations • 24%are owned by local government • 22%are owned by state & federal government • 19%are owned by nonprofit organizations. • Project types of all LEED-registered and certified projects by square footage includes: • 25% Mixed use • 16%Commercial Office • 8% Higher Education • 6% K-12 Green Building Fact Sheet:August 2004 Page 1 of 3 • An investigation of 20 studies with 30,000 subjects found significant associations between low ventilation levels and higher carbon dioxide concentrations-a common symptom in facilities with sick building syndrome. Size and Impact of the U.S. Built Environment U.S. Construction market in 2001 (includes all commercial, residential, industrial) • Represents 20% of U.S. economy Source: National Institute of Standards and Technology and the National science and Technology Council: Construction Industry Statistics, 1995 • Comprises 12.7%of the $10 trillion U.S. GDP. (Includes all commercial, residential, and industrial construction) Source:2003 U.S. DOE Buildings Energy Databook Energy consumption • Buildings represent 39% of U.S. primary energy use (includes fuel input for production) Source:2003 U.S. DOE Buildings Energy Databook. Electricity consumption • Buildings represent 70% of U.S consumption Source:2003 U.S. DOE Buildings Energy Databook Water use: • Buildings use 12.2% of all potable water, or 15 trillion gallons per year Source: U.S. Geological Service, 1995 data. Materials use: • Buildings use 40% of raw materials globally (3 billion tons annually) Source: Lenssen and Roodman, 1995, "Worldwatch Paper 124:A Building Revolution:How Ecology and Health Concerns are Transforming Construction," Worldwatch Institute. Waste: • The EPA estimates that 136 million tons of building-related construction and demolition (C&D) debris was generated in the U.S. in a single year Source:http://www.epa.gov/epaoswer/non-hw/debris/about.htm, and U.S. EPA Characterization of Construction and Demolition Debris in the United States, 1997 Update. • Compare that to 209.7 million tons of municipal solid waste generated in the same year. Source: U.S. EPA Characterization of Municipal Solid Waste in the United States, 1997 Update. Report No. EPA530-R-98-007 Green Building Fact Sheet:August 2004 Page 3 of 3 2,7477:- LEED Users Summary Updated: 8-13-04 Fiv et* Prepared by: __1 _ Peter Templeton Director, LEED & International Programs 202.828-7422 ext. 137 ptempletonausgbc.org �r For updates, contact: Allison Herren Chapter Coordinator 202-828-1148 ext. 148 aherrenausgbc.org FEDERAL USERS: DOE: The Department of Energy supported the development of the LEED Rating System, training workshops, and reference materials. DOI: The Department of the Interior has signed a Memorandum of Understanding with the USGBC supporting the use of LEED for Existing Buildings by its facilities. The DOI has also signed a memorandum with the GSA and the USGBC supporting LEED for all partnered projects. Contact: Heather S. Davies; heather davies@ios.doi.gov EPA: The Environmental Protection Agency aims to have alt of their new facility construction and new building acquisition projects 20,000 gsf or larger meet LEED Silver standard by 2005. The Agency also aims to use LEED for new Commercial Interiors and Existing Building standards by 2005 on at least one appropriate project where space in an existing building is acquired. The Agency currently has multiple projects registered for LEED-NC certification and is supporting development of LEED for Existing Buildings. The Agency will request that GSA provide new major office leases that meet the Energy Star requirements. LIED USC:rm Staxt many Str:tc:taxi T.n;:ni C,m rr tm-nt Tholkif The Physical Fitness Center at Barksdale AFB in Louisiana earned LEED 1.0 Bronze certification in December 2002. Contact: Boyce Bourland; (210) 536-5483 The Sustainable Development Guide: http://wvwv.afcee.brooks.af.mil/dc/dcd/arch/rfg/index.html The LEED Application Guide for Lodging: http://www.afcee.brooks.af.mil/dc/DCD/arch/leed/leedguide. pdf The Air Force Policy Letter for Sustainable Development: . http://www.afcee.brooks.af.mil/green/resources/policymemo. pdf Army: The Army has adopted LEED into its Sustainable Project Rating Tool (SPiRiT), but is not requiring certification of its projects. All buildings built in the Fiscal Year 2004 (October 1-September 31) must have a Bronze rating; FY2005- Silver; FY2006 Gold SpiRiT rating. Contact: Richard Schneider, U. S. Army Engineering Research& Development Center;217-373-6752 r-schneider@cecer.army.mil Construction Engineering Research Laboratory: http://www.cecer.armv.mil/SustDesian Navy: The Navy was the first federal agency to certify a LEEDTM project. The Bachelor Enlisted Quarters at the Great Lakes Naval Training Center was certified under the Pilot version 1.0 of LEEDTM. The Navy continues to pursue sustainable development in its facilities requiring all applicable projects to meet the LEEDN Certified level, unless justifiable conditions exist that limit accomplishment of the LEEDTM' credits necessary for achieving the Certified level. Submission to the USGBC for LEED certification is not a requirement, but is recommended for high visibility and showcase projects. The Navy uses the LEEDTM Green Building Rating System as a tool in applying sustainable development principles and as a metric to measure the sustainability achieved. The Navy has provided support for the I.F.ED Users Summary St:1w and T.1:_2t 1 c'rnmt n1 T,cr,tkii building tax credit for commercial developers: http://business.marylandtaxes.com/taxinfo/taxcredit/greenbl dg/default.asp MD Green Building Council contacts: Sean McGuire,Environmental Design;(410)260-8727 • www.dnr.state.md.us/ed Steve Gilliss, MD Dept. of General Services; (410) 767-4675 sgi I I i sse_dgs.state.md.u s Massachusetts: Massachusetts is considering LEED adoption for all state projects as well as a green building tax credit program. Contact: John DiModica, Dept. of Capital Planning; (617) 727- 4030 John.Di Modica( dcp.state.ma.us Barbra Batshalom, The Green Roundtable; (617) 374.3740 bbagreenroundtable.org Michigan: The state of Michigan requires that all state-funded capital projects over $1,000,000, including state agencies, universities, and community colleges, be constructed to a LEED Certified level. Department of Management and Budget, Major Projects Design Manual: http://www.michigan.gov/dmb/0.1607.7- 150-9152-80693--.00.html New Jersey: Governor James E. McGreevey signed Executive Order # 24 in July 2002 requiring all new school designs to incorporate LEED guidelines. The New Jersey Economic Schools Construction Corporation is encouraging the use of LEED but not requiring certification of new projects built under its $12 billion public school construction program. Executive order: www.state.nj.us/infobank/circular/eom24.htm Contact: Ted Huesing; (908) 281-5385 New York: New York Governor Pataki issued Executive Order #111 in June 2001 encouraging but not requiring state projects to seek LEED Certification. New York State Energy Research and LEES)Users Summary Sink'ind T.,(1cM Gemrrnmcnt Te>lkii new and existing buildings by providing economic incentives. http://www.cityofseattle.net/light/conserve/sustainability/ City of Seattle Sustainable Building Policy: http://www.cityofseattle.net/util/rescons/susbuild/policy.htm Contact: Peter Dobrovolny, Seattle City Light; (206) 615-1094 peter.dobrovol nyaseattl e.gov Suffolk County, NY: Legislator Viloria-Fisher introduced a resolution to apply significant aspects of LEED all Suffolk County building projects of$1 million or more. If passed by the County Legislature, Viloria-Fisher's legislation would require County Building proposals to meet a minimum LEED criteria in order to be approved. The resolution is expected to be brought up in the beginning of 2004. Contact: Office of Hon. Vivian Viloria Fisher;(631) 854-1500 Vancouver, BC: On July 8,2004, The City of Vancouver officially announced the adoption of green building standards—LEED for British Columbia(LEED-BC)for all new civic buildings greater than 500 square meters. New public buildings mustachieve the Leadership in Energy and Environmental Design(LEED)Gold certification. The City also mandated specific energy points in the LEED Rating System to ensure a 30%energy reduction in all new civic buildings. http://www.city.vancouv er.b c.ca/ctycl erk/ccl erk/20040708/pedec.ht m Contact: Thomas Mueller;(604)436-6818 thomas.mueller@gvrd.bc.ca I.TED Users Stimmary Sink'mil T.nc_M ( rinmi:ni Tce,kil rating. Formal certification with USGBC is encouraged but not required. Contact: Heidi Kline, Associate Planner;(925)931-5609 hkline@ci.pleasanton.ca.us Portland, OR: Portland passed a resolution requiring LEED certification of all public projects (new and major retrofits) and has developed Portland LEED supplement. A new LEED Business Energy Tax . Credit (BETC) is being administered by the state Office of Energy (http://www.enerRy.state.or.us/bus/tax/sustain.htm) This site also contains a link to the City of Portland cost comparison study at http://www.green- rated.org/g rated/resources/trpdfs/pdxleed.pdf Contact: Rob Bennett, Office of Sustainable Development G/Rated - City of Portland Green Building Program; (503) 823-7082 bennett@ci.portland.or.us San Diego, CA: San Diego Mayor Dick Murphy included requiring LEED Silver certification of all municipal projects among his 10 goals for the year in his 2002 State of the City Address. The city has subsequently adopted LEED for all public projects. The city has also developed a sustainable building expedite program that uses LEED criteria and provides significant plan review and construction incentives. The city's downtown library is currently in the design phase with an aim for LEED Gold certification. Contact: Tom Blair, Environmental Services; (858) 492.6001 San Francisco, CA On May 18, 2004, the Board of Supervisors of the City and County of San Francisco, CA adopted an ordinance (Chapter 7 of the Environment Code) requiring all municipal new construction, additions and major renovation projects over 5000 square feet starting conceptual design on or after September 18 to achieve a LEED Silver certification by the USGBC. It also requires that a LEED Accredited Professional be a member of each design team and achievement of the LEED Additional Commissioning Credit for all projects. I..EED I?scStanmary Sinks and T.�;,r,l C«01:rire i:cnt Thrall Contact: Glen Svendsen, Facility Management Division Manager, Sustainable Building Task Force; (541) 682-5008 . glen.I.svendsenCc�ci.eugene.or.us Frisco, TX: The City of Frisco passed Ordinance #04-05-41 to be in effect for one year beginning.September 1, 2004 that requires all non-single-family residential developments over 10,000 ft2 to submit a LEED checklist to the city. The checklist must be filled out by a LEED Accredited Professional, must document which points can and cannot be earned, and must include an estimated cost for each point. The city passed Ordinance #01-05-39 on May 1, 2001 creating a Green Building Program for all single-family residential buildings. http://mail.ci.frisco.tx.us/WebLink/ Contact: Jeff Witt, Comprehensive and Environmental Administrator; (972)335-5540 ext. 145 jwitt@ci.frisco.tx.us Houston, TX: The city adopted Green Building Resolution#2004-15 on June 23, 2004, stating that all city owned buildings and facilities over 10,000 sq ft shall use LEED to the greatest extent practical and reasonable with a target of LEED Silver certification. Contact: Rebecca Bryant;(713)524-2155 -rebeccab(abaileyarchitects.com Kathleen English; (713) 850-0400-kenglish@english-architects.com english-architects.com Kansas City, MO: Kansas City requires that all new city buildings be designed to meet LEED Silver at a minimum as per Resolution #011739. The city is also participating in LEED EB pilot program for city hall. Contact: Tom Bean, City Architect; (816) 513-2531 EB pilot: Bob Lawler; (816) 513-2532 King County, WA: King County Executive Order FES 9-3 (AEP) requires all new public construction projects to seek LEED certification and encourages the application of LEED criteria to building retrofits and tenant improvements. There is a LEED supplement for King County projects. http://dnr.metrokc.gov/swd/leed/kcbldgs.asp LEED iJsc-rs Sttrnm. ry Sint('mui 1.<1,-:)! (gin rtntlIcni T=xzlkii Contact: Benjamin Taube,Environmental Manager, City of Atlanta; (404) 330-6752 BTaube cr AtlantaGa.Gov Austin, TX: The Austin City Council passed a resolution in June 2000 requiring LEED certification of all public projects over 5,000 gsf. Contact: Richard Morgan, City of Austin-Green Building Program; (512) 505-3709 Richard.morgan@austinenergy.com City of Austin Green Building Program: http://www.ci.austin.tx.us/greenbuilder/ Berkeley, CA: The Berkeley City Council passed a resolution that requires municipal buildings over 5,000 ft2 to achieve the LEED Certified rating in 2004 and 2005 and a LEED Silver rating in 2006 and beyond. Details are available on the City Council website: http://www.ci.berkeley.ca.us/sustainabledevelopment/greenb uilding/ Contact: Rahul Young, City of Berkeley's Green Building Coordinator; (510) 981-7535 RahulYoungCa�ci.berkeley.ca.us Boulder, CO: All new or significantly renovated city facilities are built to a LEED Silver standard. Contact: Elizabeth A. Vasatka,Environmental Coordinator; (303)441-1964 vasatkae@ci.bouldenco.us Bowie, MD: The city council passed Resolution #R-15-03 requiring all municipal projects to follow green building criteria and to use LEED guidelines on a project by project basis. The city has partnered with several local, state, and federal agencies to construct the city's first green demonstration project, the T FFD Uscrc Summary til�f.:snd T. s:l Crmcni Toni kii House bill 993 (2003) including a High Performance Green Building Tax Credit is currently under committee review and has not moved. http://www.legis.state.pa.us/WU01/1.1/81/BT/2003/0/HB099 3P1166.HTM House Bill No.125 includes financial incentives for school buildings achieving LEED certification. A committee is reviewing the bill. Four state funds including the $20 million Sustainable Energy Fund provide grants, loans and "near-equity" investments in energy efficiency and renewable energy projects in Pennsylvania. Contact: Catherine Brownlee, Governor's Green Government Council; (717) 772-8946 cbrownlee©state.pa.us Washington Legislation requiring the use of LEED on state projects will be reintroduced in the latter half of 2004. Contact: Glen Gilbert, Cascadia Green Building Council; (503) 228-5533 Glen@CascadiaGBC.org MUNICIPAL USERS: Several municipalities are currently requiring LEED certification of their projects: Alameda County,CA: All county projects initiated after July 1,2003 must be LEED"Silver" certified. This ordinance added chapter 4.38 to Title 4 of the Administrative Code of the County of Alameda. Contact: Michael Cadrecha,Architect, County of Alameda GSA-TSD; (510)208-9589 michael.cadrecha@acgov.org. acgov.org. Arlington, MA: In May 2003, the town of Arlington voted in favor of requiring all new buildings and major renovation projects to achieve a LEER Users 4tcrnmary itai. 3:ncf T.oen1 Get%'rnn;c:rni Te� lkii Ct TRANSPORTATION AGREEMENT AMONG CITY OF ITHACA,COUNTY OF TOMPKINS, CORNELL UNIVERSITY, TOMPKINS CONSOLIDATED AREA TRANSIT, AND TOMPKINS CONSOLIDATED AREA TRANSIT, INC. This TRANSPORTATION AGREEMENT is effective as of this 1St day of January,2005, by and among the City of Ithaca, a municipal corporation of the State of New York, City Hall, of 108 East Green Street, Ithaca,New York,hereinafter called the "City," and the County of Tompkins, a municipal corporation of the State of New York, of 125 East Court Street,Ithaca,New York, hereinafter called the "County," and Cornell University, an educational institution chartered by the State of New York, of 116 Maple Avenue, Ithaca,New York,hereinafter called "Cornell," and Tompkins Consolidated Area Transit, a joint venture created by the City, County and Cornell to operate a public transportation system, as authorized by section 119(s)(1) of the New York General Municipal Law, of 737 Willow Avenue, Ithaca, New York, hereinafter called the "TCAT joint venture",and Tompkins Consolidated Area Transit, Inc., a not-for-profit corporation incorporated under the laws of the State of New York, of 737 Willow Avenue, Ithaca, New York, hereinafter called"TCAT, Inc.", all of whom are collectively sometimes referred to as the "parties." WHEREAS, public transportation is necessary to achieve public goals to improve air quality, energy conservation, and economic development; to reduce traffic congestion and parking demands; to improve intermodal facilities; to increase mobility for the general public and especially for elderly persons, persons with disabilities, and economically disadvantaged persons in urban and rural areas; and to support sustainable community development; and - 1 - • WHEREAS, the, City, County and Cornell entered into an agreement dated April 1, 1998 (the "Consolidation Agreement"), to create the TCAT joint venture to provide public transportation services; and WHEREAS, from 1998 to the present, the TCAT joint venture has been operating a coordinated public transportation system in Tompkins County and surrounding areas, with its staff employed by the City, County and Cornell; and WHEREAS, the City, County and Cornell have determined as a result of the TCAT joint venture's strategic planning process, and the New York State Department of Transportation has directed, that public transportation services should be provided by a single employer;and WHEREAS, TCAT, Inc. was incorporated in 2004 to be the single employer and to provide public transportation services in Tompkins County and other areas beginning January 1, 2005; NOW, THEREFORE, in consideration of the promises and mutual covenants and agreements herein contained, it is hereby agreed by and between and among the parties as follows: 1 —Effect on Terms of Consolidation Agreement The City, County and Cornell agree that as of January 1, 2005, the terms of this Agreement shall supercede those of the Consolidation Agreement, except the TCAT joint venture shall continue to exist and its Board may continue to meet as necessary until such time as the City, County and Cornell jointly agree to formal termination of the Consolidation Agreement. Once the Consolidation Agreement is formally terminated, the TCAT joint venture shall cease to be a party to this Agreement. 2—Operation of Public Transportation Services 2.1 Cessation of Services by TCAT Joint Venture. The County, City, Cornell and the TCAT joint venture hereby agree that the TCAT joint venture shall not operate public transportation services after December 31, 2004. - 2 - 2.2 TCAT, Inc.'s Provision of Services. TCAT, Inc. agrees to begin providing public transportation services as of January 1, 2005. TCAT, Inc. shall provide open-to-the-public mass transportation services throughout Tompkins County and may also provide such services in surrounding areas. Initial routes, which are subject to changes in the future by TCAT, Inc., are shown on the map attached as Exhibit A. TCAT, Inc. shall have control over and responsibility for these services and the manner in which they are provided, including the determination of staffing levels and bus routes. Among other things, TCAT, Inc. shall be responsible for adoption, in a manner consistent with federal and state public participation process requirements, of (1) a regional service plan and the rules and procedures by which the service plan may be altered, and (2) a system of fares and the rules and procedures by which the system may be altered. TCAT, Inc. will receive all fare revenue and all state and federal assistance applied for on its behalf. 2.3 TCAT, Inc.'s Affairs. The affairs of TCAT,Inc. shall be governed by its bylaws, as they may be amended from time to time. 3—Transfers and Contributions 3.1 Capital Assets. Except as specified in sections 3.2 and 3.3 below, the City, County, Cornell and TCAT joint venture agree to transfer to the County, with such transfer effective January 1, 2005, title to all capital assets owned by or on behalf of the TCAT joint venture as of December 31, 2004. Exhibit B lists all such capital assets shown on the TCAT joint venture's books as of December 31, 2003. Exhibit B will be updated to include those capital assets acquired in 2004 once the TCAT joint venture completes and closes out its 2004 fiscal year. The County shall also hold title to all capital assets acquired after January 1, 2005 that are purchased with federal or state funds and are to be used by TCAT, Inc. The term "capital assets" as used hereafter in this paragraph shall refer to the assets that are and will be listed on Exhibit B as well as all capital assets acquired after January 1, 2005 that are purchased with federal or state funds. The City, County and Cornell shall each own a one-third (1/3) equitable interest in the locally- owned share of the capital assets. In consideration of the public transportation services TCAT, Inc. will provide under this Agreement, the County shall lease the capital assets to TCAT, Inc. for $1 per year pursuant to a separate capital lease agreement. Should TCAT, Inc. be dissolved, the City, County and Cornell may each repurchase one-third(1/3) of the capital assets at the price of$1. The capital assets initially contributed by the City, County and Cornell to the TCAT joint venture in 1998 shall be returned to the party that contributed them and their value shall be - 3 - counted towards that party's one-third share,provided the asset still exists and there has not been a previous disposition of the asset. 3.2 Locally-Owned Assets. Notwithstanding section 3.1 above, the City, County, Cornell and TCAT joint venture agree to transfer to TCAT, Inc., with such transfer effective January 1, 2005, title to all buses and bus shelters that were purchased with one hundred percent (100%) local funds and were owned by or on behalf of the TCAT joint venture as of December 31, 2004. These locally-owned buses and bus shelters are listed on attached Exhibit C. TCAT, Inc. shall also hold title to all capital assets acquired on or after January 1, 2005 that are purchased with one hundred percent (100%) local funds. The term "locally-owned capital assets" as used hereafter in this paragraph shall refer to the assets that are listed on Exhibit C as well as all capital assets acquired after January 1, 2005 that are purchased with one hundred percent(100%) local funds. In consideration of the asset transfer and annual contributions described below, the City, County and Cornell shall each own a one-third (1/3) equitable interest in the locally-owned capital assets. Should TCAT, Inc. be dissolved, the City, County and Cornell may each repurchase one-third (1/3) of the locally-owned capital assets at the price of$1. The locally- owned capital assets initially contributed by the City, County and Cornell to the TCAT joint venture in 1998 shall be returned to the party that contributed them and their value shall be counted towards that party's one-third share,provided the asset still exists and there has not been a previous disposition of the asset. 3.3 Existing Real Property and Leasehold. Notwithstanding section 3.1 above, the City and County will hold joint title to the regional transit facility known as the Ithaca-Tompkins Transit Center ("Transit Center") and will own it for the benefit of TCAT, Inc. Cornell may either maintain its leasehold interest in the Transit Center for the benefit of TCAT, Inc., or may assign the same to TCAT, Inc. for$1. 3.4 Other Transfers. The City,County, Cornell and the TCAT joint venture shall transfer to TCAT, Inc., with such transfer effective as of January 1, 2005, all (a) non-capital assets owned by or on behalf of the TCAT venture as of December 31, 2004 (including parts, inventory, and accounts receivable), (b) liabilities of the TCAT joint venture existing on its balance sheets as of December 31, 2004 (except any tort or other liabilities arising out of activities by or on behalf of the TCAT joint venture that are or may be the subject of threatened, pending, or asserted litigation), and (c) TCAT joint venture fund balances existing on December 31, 2004. TCAT, Inc. shall hold title to all parts and inventory that are transferred as of January 1, 2005, or that are acquired after that date. In consideration of the asset transfer and annual contributions described -4- • below, the City, County and Cornell shall each own a one-third (1/3) equitable interest in the locally-owned share of the parts and inventory. Should TCAT, Inc. be dissolved, the City, County and Cornell may each repurchase one-third (1/3) of the parts and inventory at the price of $1. 3.5 Payment Terms for Transferred Balances Due. Liabilities to be transferred to TCAT, Inc. include balances due to the City and Cornell as of December 31, 2004 for TCAT joint venture employees' wages and benefits. Receivables to be transferred to TCAT, Inc. include federal and state funds to pay for these wages and fringe benefits. To assist TCAT, Inc. in maintaining cash flow to meet its payroll obligations beginning January 1, 2005, [text to be provided once controllers reach agreement]. 3.6 Annual Contributions. The City, County and Cornell agree to pay equal annual contributions to TCAT, Inc. for operating and capital expenses, with their payments due by the end of the first quarter of each TCAT, Inc. fiscal year. Their contributions may take the form of in-kind services,property, funds, or other forms, including debt service on capital assets. Any in- kind contributions shall be approved in advance by the TCAT, Inc. Board as to nature and dollar value to be credited to such party. The 2005 contribution from the City, County and Cornell shall total One Million Eight Hundred Fifteen Thousand Eight Hundred Thirty-Seven Dollars ($1,815,837.00), with each of the three parties paying Six Hundred Five Thousand Two Hundred Seventy-Nine Dollars ($605,279.00). 3.7 Effect of Parties' Approval of Annual Contributions. In the course of the City's, County's or Cornell's approval or disapproval of its annual contribution to TCAT, Inc., none of those parties shall have the authority to modify TCAT, Inc.'s capital or service plans, or Annual Operating Budget, or to designate for what portion of the budget or capital plan its annual contribution may be used. 4-Fiscal Management 4.1 Fiscal Planning. To enable the City, County and Cornell to evaluate TCAT, Inc.'s requests for annual contributions, the TCAT, Inc. Board shall adopt each year(1) a capital plan, and (2) an Operating Budget to implement the service plan as set forth in section 2.2. The TCAT, Inc. Board shall adopt plans and budgets and make its requests to the City, County and Cornell for annual contributions at an early enough date and supported by sufficient information - 5 - and explanation so that each of those parties may study, deliberate, and approve its annual contribution to TCAT, Inc. in a timely fashion. 4.2 Budget. The budget shall set forth budgeted expenses, revenues, and operating reserves from all sources and further set forth the contribution, if any,the TCAT, Inc. Board recommends the City, County and Cornell make. The service plan, capital plan, and Operating Budget adopted by the TCAT, Inc. Board may be amended only by action of the TCAT, Inc. Board. 4.3 Fiscal Year. TCAT, Inc.'s bylaws shall set forth its fiscal year, which is January 1 to December 31, unless the bylaws are modified by action of the TCAT,Inc.Board. 4.4 Accounts and Audits. TCAT, Inc. agrees to maintain a system of accounts to conform to the uniform system required by federal and state laws, and to provide for the auditing of said accounts once per year by a competent, independent certified public accountant. 5-Rights and Duties of the Parties Each party shall be free to engage in its normal and usual activities, including any other business activity, except as limited herein. Except for TCAT, Inc.'s operations, no party shall engage in public transportation service in Tompkins County,New York or in other areas served by TCAT,Inc.without approval of the other parties. 6 -Allocation of Losses 6.1 Definitions. a. Losses are the amount by which expenses exceed revenues in any fiscal year. b. Revenues are all operating incomes from all sources including, but not limited to, fares, sales, state and federal operating assistance, royalty or license income, rents, advertising income, or other fees and payments for services or products. c. Expenses are all operating costs including, but not limited to, fuel, utilities, maintenance, repairs, contractual expenses, personnel, supplies, equipment, debt service, administration, advertising, training, insurance, taxes, reserves, depreciation, or other costs whether paid for directly by TCAT, Inc. or paid for by one of the parties and contributed in-kind, - 6 - • as approved by the TCAT, Inc. Board. Notwithstanding the foregoing, expenses do not include uninsured losses arising out of tort liability for bodily injury or death. 6.2 Method of Allocation. Any losses of TCAT, Inc. shall be apportioned among the City, County and Cornell in the following percentages unless the percentage is changed pursuant to the terms of this Agreement: City 33 1/3% County 33 1/3% Cornell 33 1/3% 6.3 Apportionment of Loss. It is anticipated by the parties that TCAT,Inc.would operate at a loss without monetary contributions and contributions in-kind of certain expense items by the City, County and Cornell. Recommended monetary and in-kind contributions shall be included in the budget of TCAT, Inc. Any amount by which expenses exceed revenues shall be borne by the City, County and Cornell in the percentages set forth in section 6.2, provided, however, that there shall first be adjustments for expense items contributed in-kind and any monies advanced or contributed by the respective parties in accordance with the budget during the fiscal year. 7-Withdrawal; Assignments and Transfers 7.1 Withdrawal. As cooperative effort of all the parties is required for TCAT, Inc. to remain financially viable to provide public transportation services, the parties agree that, except as specified below in section 7.1.c, in the event the City, County or Cornell wishes to withdraw from this Agreement during its term, such party shall lose its interest in the assets owned by TCAT, Inc. or leased to TCAT, Inc. by Tompkins County (including those assets the withdrawing party originally contributed to the TCAT joint venture in 1998) , shall not be able to recover any of its contributions to TCAT, Inc., and shall not be relieved of its obligations under this Agreement that were incurred prior to the effective date of formal withdrawal or the effective date of imputed withdrawal, unless otherwise agreed to by the other parties. In the event of the. withdrawal of one or more of the parties, the remaining parties, at their option, may alter any terms of this Agreement as may be appropriate, solicit some other party to participate in place of the withdrawing party, or pursue such other options as may be appropriate. a. Formal Withdrawal. Withdrawal may be by formal withdrawal, made upon at least one (1)year's written notice, effective at the end of the next following fiscal year. - 7 - b. Imputed Withdrawal. Withdrawal may be imputed by a party's attempted unauthorized transfer of its interest in this Agreement, or by unreasonable neglect or prolonged refusal to recommend directors to be appointed to the TCAT, Inc. Board, or to contribute its fair share of monies and/or services to defray losses. However, such withdrawal may only be imputed if one or more remaining parties gives the party who is said to have imputedly withdrawn ninety (90) days' written notice specifying the actions (or failure to act) that it deems have created an imputed withdrawal, and that party has within said ninety (90) days failed or refused to take substantial steps to remedy the actions or failures to act; if such is the case, then such withdrawal shall be effective upon the expiration of said ninety (90)days. c. Window of Permitted Withdrawal. At any time during the final ninety (90) days of the third (3rd) calendar year of this Agreement, the City, County or Cornell may give written notice to the other parties that it will withdraw from this Agreement without forfeiture of its share in the assets owned by TCAT, Inc. or leased to TCAT, Inc. by Tompkins County, such withdrawal to be effective at the end of the fourth (4th) calendar year after the effective date of this Agreement. Notwithstanding such notice, such party shall remain liable for its obligations under this Agreement that were incurred prior to the party's effective date of withdrawal, unless otherwise agreed to by the other parties. 7.2 Assignments and Transfers. During the term of this Agreement, no party may assign or transfer its rights and interest in this Agreement to another party to this Agreement, or to a third- party, without the prior written consent of the other parties. Any purported transfer or assignment of any party's interest without such consent shall be subject to the rights and obligations provided in this Agreement and the purported transferee or assignee shall not succeed to any rights of the purported transferor or assignor. No transfer or assignment shall relieve any party of such party's duties or obligations under this Agreement, except with the express written consent of the other parties. 8 -Liability and Insurance 8.1 Liability. This Agreement shall not be construed by third parties to impose any liability on TCAT, Inc. for any acts or omissions of the other parties or any one of them, nor to impose any liability on the other parties or any one of them for TCAT, Inc.'s or any other party's acts or omissions. - 8 - 8.2 Limited Covenant Not to Sue. With respect to all matters pertaining to or covered by this Agreement, each party for itself, its employees, and officers (acting in such capacity), governing body, subsidiaries, agents, successors, and assigns, hereby agrees that it will never institute any action or suit in law or in equity against any other party hereto, except for the reasons stated below. 8.3 Exceptions to Limited Covenant Not to Sue. This covenant not to sue shall not apply in the following circumstances: a. Breach of this Agreement. If any party is in default to the other party or parties for sums or services promised or costs incurred pursuant to the terms of this Agreement, any party may make a demand on the defaulting party or institute an action to recover sums owed or to obtain services promised. b. Third-Party Actions. If any claim or action is brought against one or more of the parties to this Agreement by someone who is not a party to this Agreement (whether directly or by counterclaim, cross-claim, or other means initiated by such third-party) and where such claim or demand alleges damages due to or arising out of the property or activities which are the subject of or contemplated by this Agreement, the party so sued may join, implead, or cross- claim against any other party to this Agreement for the purposes of defending such claim or action. In the event of claim or suit by a party outside of this Agreement, the parties to this Agreement may investigate and determine a joint or separate defense of the action. TCAT, Inc. will not be held liable, even where a claim or action is brought against it, where the acts or omissions giving rise to the claim were performed by or on behalf of the TCAT joint venture, in which case the responsible party or parties alone shall defend such claim or action. Except as otherwise provided herein, in no event shall any party to this Agreement be able to collect damages from any other party to this Agreement, except as a judgment for contribution and/or indemnity ("judgment over") as a result of this exception (b)to the covenant not to sue. The sole purpose of exception (b) is the protection of a party to this Agreement from claims of third parties resulting from this Agreement. 8.4 Insurance. TCAT, Inc. shall secure and maintain such liability insurance and property and vehicle insurance as its Board deems prudent and responsible, with the County named as an additional insured. The City and/or Cornell shall also be named as additional insureds if they request to be named and the insurance company(ies)determine they have an insurable interest. - 9 - 8.5 Waiver of Subrogation. If any party to this Agreement shall obtain or have in force individual insurance to cover any liability that may arise out of this Agreement, the party shall advise the insurance carrier that said party has waived any right of recovery or subrogation against the other parties hereto and shall obtain an endorsement to the insurance policy acknowledging said waiver of subrogation. 8.6 Property Insurance. To the extent that insurance for the protection of property shall be desirable and necessary, said insurance shall be written, to the extent permitted by law, for the protection and benefit of TCAT, Inc. and all parties to this Agreement regardless of which party may be the owner or leaseholder of record, and parties hereto waive all rights against each other for all losses and damages caused by any perils covered by said insurance. 8.7 Waiver. The parties waive all rights to challenge the validity of this Agreement at any time. 9-Effect and Amendments 9.1 Effective Date. This Agreement shall be effective January 1, 2005. 9.2 Amendments. This Agreement may be modified or amended only by an instrument in writing in the same manner in which it was adopted. The parties agree to use their best efforts to amend this Agreement if such amendment is necessary for TCAT, Inc. to obtain or maintain 501(c)(3)tax exempt status. 10-Termination 10.1 Term. This Agreement shall continue in effect for a term ending October 9,2021. 10.2 Early Termination. This Agreement may be terminated prior to the end of the term only by mutual agreement of the parties. 10.3 Impracticability of Performance. TCAT, Inc. has been created to foster and realize common goals and purposes of the parties, as set forth in the "whereas" clauses above. TCAT, Inc. is not expected to earn a surplus, nor to break even without annual contributions by the City, County and Cornell of monies and in-kind services or goods, or without state and federal transportation operating assistance ("TOA"). In the event that the purposes of this Agreement - 10 - become impossible or impractical to perform, or in the event that public transportation, the regulation thereof, or provision of TOA to public transportation, changes in such a way as to make successful operation by TCAT, Inc. impossible, illegal, or no longer financially practicable, for the parties or for any one or more of them, then the parties or any one or more of them, may terminate this Agreement and the City, County and Cornell shall recover their aforementioned equitable interests in the assets owned by TCAT, Inc. or leased to TCAT, Inc. by Tompkins County. 11 -Other Provisions 11.1 Severability. In the event that any provision or section of this Agreement is rendered invalid by the decision of any court or tribunal, or by the enactment of any law, such provision shall be deemed to have never been included therein and the balance of this Agreement shall continue in effect in accordance with its terms. 11.2 Full Effect. The parties agree to execute any further agreements, certificates, statements, leases, or contracts necessary to give full effect to this Agreement, either with each other or with third parties. 11.3 Governing Law. This Agreement shall be governed by the laws of the State of New York. 11.4 Notices. Any notices required to be given by this Agreement shall be deemed given upon receipt and shall be hand-delivered or sent by certified mail, return receipt requested, to the addresses shown above or any other address a party may hereafter designate in writing to the other parties. 11.5 Entire Agreement. This Agreement is the entire agreement of the parties and except as otherwise specified herein, it supercedes any previous understandings, representations, commitments or agreements, oral or written. 11.6 Federal Clauses. Clauses required by the federal government are attached to this Agreement as Exhibit D and are incorporated herein by reference. - 11 - IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers and sealed with their corporate seals, intending to be effective as of the day and the year first aforementioned regardless of the actual date of execution. CITY OF ITHACA Dated: ,2004 By: COUNTY OF TOMPKINS Dated: ,2004 By: CORNELL UNIVERSITY Dated: , 2004 By: TOMPKINS CONSOLIDATED AREA TRANSIT Dated: , 2004 By: TOMPKINS CONSOLIDATED AREA TRANSIT, INC. Dated: , 2004 By: - 12- STATE OF NEW YORK ) ) ss.: COUNTY OF TOMPKINS ) On this day of , 2004, before me personally came to me known, who, being by me duly sworn, did depose and say that he is the of the City of Ithaca, the municipal corporation described in and which executed the above instrument; that_he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Common Council of said corporation,that he signed h name thereto by like order. Notary Public STATE OF NEW YORK ) ) ss.: COUNTY OF TOMPKINS ) On this day of , 2004, before me personally came to me known, who, being by me duly sworn, did depose and say that _he is the of the County of Tompkins, the municipal corporation described in and which executed the above instrument; that _he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the County Legislature of said corporation, that _he signed h name thereto by like order. Notary Public STATE OF NEW YORK ) ) ss.: COUNTY OF TOMPKINS ) On this day of , 2004, before me personally came to me known, who, being by me duly sworn, did depose and say that _he is the of Cornell University, the corporation described in and which executed the above instrument; that_he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Trustees of said corporation,that he signed h name thereto by like order. Notary Public - 13 - STATE OF NEW YORK ) ) ss.. COUNTY OF TOMPKINS ) On this day of , 2004, before me personally came to me known, who, being by me duly sworn, did depose and say that _he is the of Tompkins Consolidated Area Transit,the joint venture described in and which executed the above instrument; that _he knows the seal of said joint venture;that the seal affixed to said instrument is such seal;that it was so affixed by authority of the Board of Directors of said joint venture,that he signed h name thereto by like order. Notary Public STATE OF NEW YORK ) ) ss.: COUNTY OF TOMPKINS ) On this day of , 2004, before me personally came to me known, who, being by me duly sworn, did depose and say that he is the of Tompkins Consolidated Area Transit, Inc., the corporation described in and which executed the above instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, that_he signed h name thereto by like order. Notary Public - 14 - --i/ c, EXHIBIT D FEDERAL CLAUSES The parties shall comply with the following requirements. "Purchaser" shall mean Tompkins County; "Contractor"or"Consultant" shall mean TCAT, Inc. 1. No Obligation by the Federal Government (1)The Purchaser and Contractor acknowledge and agree that,notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this contract and shall not be subject to any obligations or liabilities to the Purchaser, Contractor,or any other party (whether or not a party to that contract)pertaining to any matter resulting from the underlying contract. (2)The Contractor agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions. 2. Program Fraud and False or Fraudulent Statements or Related Acts (1)The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. § 3801 et seq. and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 C.F.R. Part 31, apply to its actions pertaining to this Project. Upon execution of the underlying contract, the Contractor certifies or affirms the truthfulness and accuracy of any statement it has made,it makes, it may make, or causes to be made,pertaining to the underlying contract or the FTA assisted project for which this contract work is being performed. In addition to other penalties that may be applicable,the Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification,the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the Contractor to the extent the Federal Government deems appropriate. (2)The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission,or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. § 5307,the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307(n)(1) on the Contractor, to the extent the Federal Government deems appropriate. 1 (3)The Contractor agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions. 3. Access to Records -The following access to records requirements apply to this Contract: (1) Where the Purchaser is not a State but a local government and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 C.F.R. 18.36(i),the Contractor agrees to provide the Purchaser,the FTA Administrator,the Comptroller General of the United States or any of their authorized representatives access to any books, documents, papers and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations,excerpts and transcriptions. Contractor also agrees,pursuant to 49 C.F.R. 633.17 to provide the FTA Administrator or his authorized representatives including any PMO Contractor access to Contractor's records and construction sites pertaining to a major capital project, defined at 49 U.S.C. 5302(a)1, which is receiving federal financial assistance through the programs described at 49 U.S.C. 5307, 5309 or 5311. (2) Where the Purchaser is a State and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 C.F.R. 633.17, Contractor agrees to provide the Purchaser, the FTA Administrator or his authorized representatives, including any PMO Contractor, access to the Contractor's records and construction sites pertaining to a major capital project, defined at 49 U.S.C. 5302(a)1,which is receiving federal financial assistance through the programs described at 49 U.S.C. 5307, 5309 or 5311. By definition, a major capital project excludes contracts of less than the simplified acquisition threshold currently set at$100,000. (3) Where the Purchaser enters into a negotiated contract for other than a small purchase or under the simplified acquisition threshold and is an institution of higher education, a hospital or other non-profit organization and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 C.F.R. 19.48, Contractor agrees to provide the Purchaser, FTA Administrator,the Comptroller General of the United States or any of their duly authorized representatives with access to any books, documents,papers and record of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions. (4) Where any Purchaser which is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 U.S.C. 5325(a)enters into a contract for a capital project or improvement(defined at 49 U.S.C. 5302(a)1)through other than competitive bidding, the Contractor shall make available records related to the contract to the Purchaser,the Secretary of Transportation and the Comptroller General or any authorized officer or employee of any of them for the purposes of conducting an audit and inspection. 2 (5) The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. (6) The Contractor agrees to maintain all books, records, accounts and reports required under this contract for a period of not less than three years after the date of termination or expiration of this contract, except in the event of litigation or settlement of claims arising from the performance of this contract, in which case Contractor agrees to maintain same until the Purchaser, the FTA Administrator,the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. Reference 49 C.F.R. 18.39(i)(11). (7) FTA does not require the inclusion of these requirements in subcontracts. 4. Federal Changes -Contractor shall at all times comply with all applicable FTA regulations,policies,procedures and directives, including without limitation those listed directly or by reference in the Agreement(Form FTA MA(11) dated October,2004) between Purchaser and FTA, as they may be amended or promulgated from time to time during the term of this contract. Contractor's failure to so comply shall constitute a material breach of this contract. 5. Civil Rights -The following requirements apply to the underlying contract: (1)Nondiscrimination-In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975, as amended,42 U.S.C. § 6102, section 202 of the Americans with Disabilities Act of 1990,42 U.S.C. § 12132,and Federal transit law at 49 U.S.C. § 5332,the Contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability. In addition,the Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue. (2)Equal Employment Opportunity-The following equal employment opportunity requirements apply to the underlying contract: (a)Race, Color, Creed,National Origin, Sex-In accordance with Title VII of the Civil Rights Act, as amended,42 U.S.C. § 2000e, and Federal transit laws at 49 U.S.C. § 5332, the Contractor agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor(U.S. DOL)regulations, "Office of Federal Contract Compliance Programs,Equal Employment Opportunity, Department of Labor," 41 C.F.R. Parts 60 et sg., (which implement Executive Order No. 11246, "Equal Employment Opportunity," as amended by Executive Order No. 11375,"Amending Executive Order 11246 Relating to Equal Employment Opportunity," 42 U.S.C. § 2000e note), and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect construction activities undertaken in the course of the Project. The Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment,without regard to their race, color, creed, national origin, sex, or age. Such action shall include, but not be 3 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. In addition,the Contractor agrees to comply with any implementing requirements FTA may issue. (b)Age- In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 623 and Federal transit law at 49 U.S.C. § 5332,the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition,the Contractor agrees to comply with any implementing requirements FTA may issue. (c)Disabilities-In accordance with section 102 of the Americans with Disabilities Act, as amended,42 U.S.C. § 12112, the Contractor agrees that it will comply with the requirements of U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630, pertaining to employment of persons with disabilities. In addition,the Contractor agrees to comply with any implementing requirements FTA may issue. (3)The Contractor also agrees to include these requirements in each subcontract financed in whole or in part with Federal assistance provided by FTA,modified only if necessary to identify the affected parties. 6. DBE/Prompt Payment Requirements-Purchaser is required by the United States Department of Transportation(49 C.F.R. Part 26)to establish and enforce terms for prompt payment by the Consultant to a subcontractor for satisfactory performance of their contract where Purchaser is paying Consultant for the subcontractor's work. However,no such payments from Purchaser to Consultant are contemplated by this Agreement, so this requirement is not applicable. 7. Suspension and Debarment This contract is a covered transaction for purposes of 49 C.F.R. Part 29. As such,the contractor is required to verify that none of the contractor, its principals, as defined at 49 C.F.R. 29.995, or affiliates, as defined at 49 C.F.R. 29.905, are excluded or disqualified as defined at 49 C.F.R. 29.940 and 29.945. The contractor is required to comply with 49 C.F.R. 29, Subpart C and must include the requirement to comply with 49 C.F.R.29, Subpart C in any lower tier covered transaction it enters into. By signing this Agreement,the contractor certifies as follows: The certification in this clause is a material representation of fact relied upon by Tompkins County. If it is later determined that contractor knowingly rendered an erroneous certification, in addition to remedies available to Tompkins County,the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. The contractor agrees to comply with the requirements of 4 49 C.F.R. 29, Subpart C throughout the period of the Agreement. The contractor further agrees to include a provision requiring such compliance in its lower tier covered transactions. 8. Buy America -The contractor agrees to comply with 49 U.S.C. 5323(j) and 49 C.F.R. Part 661, which provide that Federal funds may not be obligated unless steel, iron, and manufactured products used in FTA-funded projects are produced in the United States, unless a waiver has been granted by FTA or the product is subject to a general waiver. General waivers are listed in 49 C.F.R. 661.7, and include final assembly in the United States for 15 passenger vans and 15 passenger wagons produced by Chrysler Corporation, and microcomputer equipment and software. Separate requirements for rolling stock are set out at 49 U.S.C. 5323(j)(2)(C) and 49 C.F.R. 661.11. Rolling stock must be assembled in the United States and have a 60 percent domestic content. 9. Remedies - Unless this contract provides otherwise, all claims, counterclaims, disputes and other matters in question between Tompkins County and the Contractor arising out of or relating to this agreement or its breach will be decided by arbitration if the parties mutually agree, or in Tompkins County Supreme Court. 10. Lobbying Certification for Contracts, Grants, Loans, and Cooperative Agreements By signing this Agreement, Contractor certifies,to the best of his or her knowledge and belief,that: (1)No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned,to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress,or an employee of a Member of Congress in connection with the awarding of any Federal contract,the making of any Federal grant,the making of any Federal loan,the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2)If any funds other than Federal appropriated funds have been paid or will be paid to any person for making lobbying contacts to an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement,the undersigned shall complete and submit Standard Form--LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions [as amended by "Government wide Guidance for New Restrictions on Lobbying," 61 Fed. Reg. 1413 (1/19/96). Note: Language in paragraph (2)herein has been modified in accordance with Section 10 of the Lobbying Disclosure Act of 1995 (P.L. 104-65,to be codified at 2 U.S.C. 1601, et seq.)] (3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and 5 contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31, U.S.C. § 1352 (as amended by the Lobbying Disclosure Act of 1995). Any person 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. The Contractor,TCAT,Inc., certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition,the Contractor understands and agrees that the provisions of 31 U.S.C. A 3801, et seq., apply to this certification and disclosure, if any. 11. Clean Air (1)The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. §§ 7401 et seq. The Contractor agrees to report each violation to the Purchaser and understands and agrees that the Purchaser will, in turn,report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. (2)The Contractor also agrees to include these requirements in each subcontract exceeding$100,000 financed in whole or in part with Federal assistance provided by FTA. 12. Clean Water (1)The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et sed. The Contractor agrees to report each violation to the Purchaser and understands and agrees that the Purchaser will,in turn,report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. (2)The Contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA. 13. Fly America Requirements-The Contractor agrees to comply with 49 U.S.C. 40118 (the "Fly America"Act) in accordance with the General Services Administration's regulations at 41 C.F.R. Part 301-10, which provide that recipients and subrecipients of Federal funds and their contractors are required to use U.S. Flag air carriers for U.S. Government-financed international air travel and transportation of their personal effects or property, to the extent such service is available, unless travel by foreign air carrier is a matter of necessity, as defined by the Fly America Act. The Contractor shall submit, if a foreign air carrier was used, an appropriate certification or memorandum adequately 6 explaining why service by a U.S. flag air carrier was not available or why it was necessary to use a foreign air carrier and shall, in any event,provide a certificate of compliance with the Fly America requirements. The Contractor agrees to include the requirements of this section in all subcontracts that may involve international air transportation. 14. Contract Work Hours and Safety Standards (1) Overtime requirements-No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. (2)Violation; liability for unpaid wages; liquidated damages -In the event of any violation of the clause set forth in paragraph(1) of this section the contractor and any subcontractor responsible therefore shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph(1) of this section, in the sum of$10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph(1)of this section. (3)Withholding for unpaid wages and liquidated damages—Tompkins County shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph(2)of this section. (4) Subcontracts -The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraphs (1)through(4)of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (1)through (4) of this section. 15. Transit Employee Protective Provisions (1)The Contractor agrees to comply with applicable transit employee protective requirements as follows: 7 (a) General Transit Employee Protective Requirements- To the extent that FTA determines that transit operations are involved, the Contractor agrees to carry out the transit operations work on the underlying contract in compliance with terms and conditions determined by the U.S. Secretary of Labor to be fair and equitable to protect the interests of employees employed under this contract and to meet the employee protective requirements of 49 U.S.C. § 5333(b), and U.S. DOL guidelines at 29 C.F.R. Part 215, and any amendments thereto. These terms and conditions are identified in the letter of certification from the U.S. DOL to FTA applicable to the FTA Recipient's project from which Federal assistance is provided to support work on the underlying contract. The Contractor agrees to carry out that work in compliance with the conditions stated in that U.S. DOL letter. The requirements of this subsection(1),however, do not apply to any contract financed with Federal assistance provided by FTA either for projects for elderly individuals and individuals with disabilities authorized by 49 U.S.C. § 5310(a)(2), or for projects for nonurbanized areas authorized by 49 U.S.C. § 5311. Alternate provisions for those projects are set forth in subsections (b) and (c)of this clause. (b) Transit Employee Protective Requirements for Projects Authorized by 49 U.S.C. 5310(a)(2) for Elderly Individuals and Individuals with Disabilities- If the contract involves transit operations financed in whole or in part with Federal assistance authorized by 49 U.S.C. § 5310(a)(2), and if the U.S. Secretary of Transportation has determined or determines in the future that the employee protective requirements of 49 U.S.C. § 5333(b) are necessary or appropriate for the state and the public body subrecipient for which work is performed on the underlying contract,the Contractor agrees to carry out the Project in compliance with the terms and conditions determined by the U.S. Secretary of Labor to meet the requirements of 49 U.S.C. § 5333(b), U.S. DOL guidelines at 29 C.F.R. Part 215, and any amendments thereto. These terms and conditions are identified in the U.S. DOL's letter of certification to FTA,the date of which is set forth Grant Agreement or Cooperative Agreement with the state. The Contractor agrees to perform transit operations in connection with the underlying contract in compliance with the conditions stated in that U.S. DOL letter. (c)Transit Employee Protective Requirements for Projects Authorized by 49 U.S.C. § 5311 in Nonurbanized Areas - If the contract involves transit operations financed in whole or in part with Federal assistance authorized by 49 U.S.C. § 5311,the Contractor agrees to comply with the terms and conditions of the Special Warranty for the Nonurbanized Area Program agreed to by the U.S. Secretaries of Transportation and Labor, dated May 31, 1979, and the procedures implemented by U.S. DOL or any revision thereto. (2)The Contractor also agrees to include the any applicable requirements in each subcontract involving transit operations financed in whole or in part with Federal assistance provided by FTA. 16. Charter Service Operations -The contractor agrees to comply with 49 U.S.C. 5323(d) and 49 C.F.R. Part 604, which provides that recipients and subrecipients of FTA 8 assistance are prohibited from providing charter service using federally funded equipment or facilities if there is at least one private charter operator willing and able to provide the service, except under one of the exceptions at 49 C.F.R. 604.9. Any charter service provided under one of the exceptions must be "incidental," i.e., it must not interfere with or detract from the provision of mass transportation. 17. School Bus Operations - Pursuant to 69 U.S.C. 5323(f) and 49 C.F.R. Part 605, recipients and subrecipients of FTA assistance may not engage in school bus operations exclusively for the transportation of students and school personnel in competition with private school bus operators unless qualified under specified exemptions. When operating exclusive school bus service under an allowable exemption, recipients and subrecipients may not use federally funded equipment,vehicles, or facilities. 18. Drug and Alcohol Testing-The contractor agrees to establish and implement a drug and alcohol testing program that complies with 49 C.F.R. Part 655, produce any documentation necessary to establish its compliance with Part 655, and permit any authorized representative of the United States Department of Transportation or its operating administrations,the State Oversight Agency of New York State, or Tompkins County, to inspect the facilities and records associated with the implementation of the drug and alcohol testing program as required under 49 C.F.R. Part 655 and review the testing process. The contractor agrees further to certify annually its compliance with Part 655 and to submit the Management Information System (MIS)reports before March 15 to the Federal Transit Administration, 400 Seventh Street, S.W., Washington, D.C. 20590. To certify compliance the contractor shall use the "Substance Abuse Certifications" in the "Annual List of Certifications and Assurances for Federal Transit Administration Grants and Cooperative Agreements," which is published annually in the Federal Register. 19. Energy Conservation -The contractor agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. 20. Recycled/Recovered Materials—Where applicable,the contractor agrees to comply with all the requirements of Section 6002 of the Resource Conservation and Recovery Act(RCRA), as amended (42 U.S.C. 6962), including but not limited to the regulatory provisions of 40 C.F.R. Part 247, and Executive Order 12873, as they apply to the procurement of the items designated in Subpart B of 40 C.F.R. Part 247. 21. ADA Access - Consultant agrees to comply with the requirements of 49 U.S.C. § 5301(d), which states the Federal policy that elderly persons and persons with disabilities have the same right as other persons to use mass transportation service and facilities, and that special efforts shall be made in planning and designing those services and facilities to implement that policy. The Consultant also agrees to comply with all applicable requirements of section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794,which prohibits discrimination on the basis of handicaps, with the Americans with Disabilities Act of 1990 (ADA), as amended, 42 U.S.C. § 12101 et seq.,which requires 9 s ' • that accessible facilities and services be made available to persons with disabilities, including any subsequent amendments to that Act, and with the Architectural Barriers Act of 1968, as amended, 42 U.S.C. §§ 4151 et seq.,which requires that buildings and public accommodations be accessible to persons with disabilities, including any subsequent amendments to that Act. In addition, Consultant agrees to comply with all applicable requirements of regulations specified in the Master Agreement related to Access Requirements for Persons with Disabilities, and with any implementing requirements FTA may issue. 22. INTELLIGENT TRANSPORTATION SYSTEMS -As used in this assurance,the term Intelligent Transportation Systems (ITS)project is defined to include any project that in whole or in part finances the acquisition of technologies or systems of technologies that provide or significantly contribute to the provision of one or more ITS user services as defined in the"National ITS Architecture." (1)In accordance with section 5206(e) of TEA-21, 23 U.S.C. 502 note,the Municipal Corporation, as Applicant, and Carrier assure they will comply with all applicable requirements of Section V (Regional ITS Architecture) and Section VI (Project Implementation) of FTA Notice, "FTA National ITS Architecture Policy on Transit Projects," at 66 Fed. Reg. 1455 et seq., January 8, 2001, and other FTA requirements that may be issued in connection with any ITS project they undertake financed with Highway Trust Funds (including funds from the Mass Transit Account)or funds made available for the Intelligent Transportation Systems Program authorized by TEA-21, title V, subtitle C, 23 U.S.C. 502 note. (2) With respect to any ITS project financed with Federal assistance derived from a source other than Highway Trust Funds (including funds from the Mass Transit Account) or TEA-21,title V, subtitle C, 23 U.S.C. 502 note,the Municipal Corporation, as Applicant, and Carrier assure that they will use their best efforts to ensure that any ITS project they undertake will not preclude interface with other intelligent transportation systems in the Region. 23. Notice of Federal Participation -To the extent required by law, in the announcement of any third party contract award for goods or services(including construction services)having an aggregate value of$500,000 or more,the Recipient agrees to specify the amount of Federal assistance intended to be used to finance that acquisition and to express that amount of that Federal assistance as a percentage of the total cost of that third party contract. 24. Incorporation of Federal Transit Administration (FTA)Terms-The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT, whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1 E, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The Contractor shall not perform any act, fail to perform 10 , a any act, or refuse to comply with any requests by Tompkins County which would cause Tompkins County to be in violation of the FTA terms and conditions. • 11