HomeMy WebLinkAbout20093166.tiffRESOLUTION
RE: APPROVE AGREEMENT FOR SECTION 5311 AND AUTHORIZE CHAIR TO SIGN -
COLORADO DEPARTMENT OF TRANSPORTATION
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, the Board has been presented with an Agreement for Section 5311 between the
County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld
County, on behalf of the Department of Public Works, Transportation Unit, and the Colorado
Department of Transportation, commencing upon full execution of said agreement, with further
terms and conditions being as stated in said agreement, and
WHEREAS, after review, the Board deems it advisable to approve said agreement, a copy of
which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado, that the Agreement for Section 5311between the County of Weld, State of
Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the
Department of Public Works, Transportation Unit, and the Colorado Department of Transportation
be, and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to
sign said agreement.
The above and foregoing Resolution was, on motion duly made and seconded, adopted by
the following vote on the 7th day of December, A.D., 2009.
ATTEST:
Weld County Clerk to the Bo
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BY :\ ti Vr "tir
Dep'u y Clerk to the Board
APPROVE') A
C= snty Attorney
Date of signature: 13
OARD OF COUNTY COMMISSIONERS
ELD OnY, COLORADO
Garcia, 'Chair
ugla�/Rademac er, Pro-Tem
Sea Conway
ar.a irkmeyer
David E. Long
CO', P C3oi c
2009-3166
G0060
a�� l/(n
Esther Gesick
From: Barb Connolly
Sent: Thursday, December 03, 2009 4:55 PM
To: Esther Gesick
Subject: Fw: 2010_5311 -Weld County -AO
Attachments: 2010_5311 -Weld County-AO.pdf
Importance: High
Please put on for monday's agenda
From: Caldwell, Phillip
To: Barb Connolly
Cc: Paswaters, Mattew ; Ellis, Eric T ; Mauser, Tom ; Keener, Elexis ; Ellison, Carolyn M
Sent: Mon Nov 30 20:41:26 2009
Subject: 2010_5311 -Weld County -AO
Hi Barb,
Please find attached the Agreement for Weld County Right away you should notice the different format (appearance)
compared to the previous agreement. The reason for this is that the Colorado Office of the State Controller has
mandated that all state agencies use standard contract templates. While working to adhere to these requirements, DTD
has received and incorporated the revisions to our templates. The changes are more in appearance than in content, but
the changes were necessary nonetheless. To begin, the 1" page includes a table of contents for the Agreement for more
ease of reference.
We plan to have the FY2010 contracts in place by January 1, 2010. Therefore, we ask that you review the contract as
promptly as possible and have them returned to the Division of Transportation Development (DTD) c/o Matt Paswaters
at the address below so that the agreement can then be sent to the remaining appropriate State parties for signature.
Please review prior to signature to make sure the document is correct, print and sign four (4) copies (at page 39) single -
sided, and have them returned to the Division of Transportation Development (DTD) to my attention at the address
below as soon as you can so that the agreement can then be sent to the remaining appropriate State parties for
signature. Once all parties have provided their signature, DTD will send you a fully executed copy, complete with all
signatures. You may retain a copy of the agreement while the signature process takes place, however, the copies
submitted for signature must stay together throughout the entire process.
If you have any program questions, please call Matt Paswaters: 303.757.9771. For agreement specific questions feel free
to contact me at 303.757.9756.
Again, for these agreements, please send them to:
Matt Paswaters
Colorado Department of Transportation
4201 E. Arkansas Ave., Shumate Bldg.
Denver, CO 80222
Thank you!
Phillip Caldwell
Contract Specialist
2009-3166
Colorado Department of Transportation
4201 E. Arkansas Ave., Shumate Bldg.
Denver, CO 80222
(303)757-9756, Fax (303) 757-9727
2
CMS: 10-HTD-09071/SAP PO #: 291000746
STATE OF COLORADO
5311 AGREEMENT
with
WELD COUNTY
TABLE OF CONTENTS
1. PARTIES 2
2. EFFECTIVE DATE AND NOTICE OF NONLIABILITY 2
3. RECITALS 2
4. DEFINITIONS 2
5. FEDERAL FUNDING 3
6. PROJECT IMPLEMENTATION 3
7. ETHICS 7
8. FEDERAL ASSISTANCE I I
9. LOCAL SHARE I I
10. APPROVED PROJECT BUDGET 12
11. ACCOUNTING RECORDS 12
12. REPORTING, RECORD RETENTION, AND ACCESS 12
13. PAYMENTS 13
14. PROJECT COMPLETION, AUDIT, SETTLEMENT, AND CLOSEOUT 15
15. RIGHT OF THE STATE TO TERMINATE 16
16. CIVIL RIGHTS 17
17. PREFERENCE FOR UNITED STATES PRODUCTS AND SERVICES 20
18. PROCUREMENT 20
19. LEASES 23
20. PATENT RIGHTS 23
21. RIGHTS IN DATA AND COPYRIGHTS 23
22. USE OF REAL PROPERTY, EQUIPMENT, AND SUPPLIES 24
23. INSURANCE 27
24. REAL PROPERTY 28
25. EMPLOYEE PROTECTIONS 29
26. ENVIRONMENTAL PROTECTIONS 30
27. ENERGY CONSERVATION 32
28. CHARTER SERVICE OPERATIONS 33
29. SCHOOL TRANSPORTATION OPERATIONS 33
30. METRIC SYSTEM 33
31. SUBSTANCE ABUSE 33
32. FEDERAL "$1 COIN" REQUIREMENTS 33
33. SEAT BELT USE 34
34. PROTECTION OF SENSITIVE SECURITY INFORMATION 34
35. DISPUTES, BREACHES, DEFAULTS, OR OTHER LITIGATION 34
36. SPECIAL PROVISIONS FOR THE NONURBANIZED AREA FORMULA PROGRAM 34
37. OPTION LETTER TO EXTEND PROVISIONS 35
38. AMENDMENTS 36
39. SEVERABILITY 36
40. SPECIAL PROVISIONS 37
41. SIGNATURE PAGE 39
EXHIBIT A -SCOPE OF WORK AND CONDITIONS 40
EXHIBIT B -OPTION LETTER 43
EXHIBIT C 45
EXHIBIT D 48
EXHIBIT E 50
EXHIBIT F 52
Page 1 of 52
4,-,'‘, - 3/66
1. PARTIES
THIS Agreement is entered into by and between the Colorado Department of Transportation (hereinafter
called "CDOT" or the "State"), and the Weld County (hereinafter called "WELD COUNTY" or
"Grantee"), a public entity within the STATE OF COLORADO.
2. EFFECTIVE DATE AND NOTICE OF NONLIABILITY
This Agreement shall not be effective or enforceable until it is approved and signed by the Colorado State
Controller or designee (hereinafter called the "Effective Date"), but shall be effective and enforceable
thereafter in accordance with its provisions. CDOT shall not be liable to pay or reimburse Weld County for
any performance hereunder, including, but not limited to costs or expenses incurred, or be bound by any
provision hereof prior to the Effective Date.
3. RECITALS
A. Authority, Appropriation, And Approval
Authority to enter into this Agreement exists in C.R.S. 43-1-701, 43-1-702, and funds have been budgeted,
appropriated and otherwise made available, and a sufficient unencumbered balance thereof remains
available for payment. Required approvals, clearance and coordination have been accomplished from and
with appropriate agencies.
G/L Account: 4518000010
Company Code: 1000
CO Area: 1000
WBS Element: CO-I8-5029.WELD
CO-18-4029.WELD
Fund: 400
Functional Area: Not Relevant
Fund Center: D9715-415
Vendor Code: 2000135
Catalog Federal Domestic Assistance Number (CFDA) 20.509
Contract Amount Total: $277,825 Administrative: $63,825
Operating: $214,000
B. Consideration.
The Grantee has proposed a project in the form of an application for funding under Section 5311 of the Act,
hereinafter referred to as the "Project"; and the Governor of the State of Colorado, in accordance with a
request by the Federal Transit Administration, hereinafter referred to as "FTA," has designated the State to
manage the Section 5311 program, including the responsibility to evaluate and select public transportation
projects proposed by State agencies, local public bodies and agencies thereof (including Indian Tribes), and
nonprofit operators of public transportation services in areas other than urbanized.
C. Purpose
The purpose of this Contract is to state the terms, conditions, and mutual understandings of the Parties as
to the manner in which the Project will be undertaken and completed. Section 5311of 49 U.S.C. §§ 5301
et seq., as amended, hereinafter referred to as the "Act", institutes a program offering federal assistance
for public transportation in rural and small urban areas (non -urbanized) by way of a formula grant
program administered by the State. The terms and conditions of the Project and the Act are incorporated
herein by reference to the extent consistent herewith.
D. References
All references in this Agreement to sections (whether spelled out or using the § symbol), subsections,
exhibits or other attachments, are references to sections, subsections, exhibits or other attachments
contained herein or incorporated as a part hereof, unless otherwise noted.
4. DEFINITIONS
The following terms as used herein shall be construed and interpreted as follows:
A. Agreement or Contract
"Agreement" or "Contract" means this Agreement its terms and conditions, attached exhibits, documents
incorporated by reference under the terms of this Agreement, and any future modifying agreements,
exhibits, attachments or references incorporated pursuant to Colorado State Fiscal Rules and Policies.
B. Budget
"Budget" means the budget for the Work described in Exhibit A.
C. Evaluation
"Evaluation" means the process of examining Weld County's Work and rating based on criteria established
in this Agreement.
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D. Exhibits and other Attachments
The following exhibit(s) are attached hereto and incorporated by reference herein: Exhibit A (Scope of
Work), Exhibit B (Option Letter), Exhibit C (Guidance for Audit), Exhibit D (Security Agreement; if
used), Exhibit E (Procurement Authorization; if used), Exhibit F (Notice of Acceptance/Non-Acceptance,
if used).
E. Goods
"Goods" means tangible material acquired, produced, or delivered by UAACOG either separately or in
conjunction with the Services Weld County renders hereunder.
F. Party and Parties
"Party" means CDOT or WELD COUNTY and "Parties" means both CDOT and WELD COUNTY.
G. Project Period
Means the period for which the Work listed in Exhibit A is performed, which is from the Effective Date
through the duration of the Agreement.
H. Services
"Services" means the required services to be performed by WELD COUNTY pursuant to this Agreement.
I. Subcontractor or Subgrantee
"Subcontractor" or "Subgrantee" means third -parties, if any, engaged by WELD COUNTY to aid in
performance of its obligations.
J. Work
"Work" means the tasks and activities WELD COUNTY is required to perform to fulfill its obligations
under this Agreement and Exhibit A, including the performance of the Services and delivery of the Goods.
K. Work Product
"Work Product" means the tangible or intangible results of WELD COUNTY's Work, including, but not
limited to, software, research, reports, studies, data, photographs, negatives or other finished or unfinished
documents, drawings, models, surveys, maps, materials, or Work Product of any type, including drafts.
5. FEDERAL FUNDING
This Contract is subject to and contingent upon the continuing availability of Federal funds for the purposes
hereof. The Parties hereto expressly recognize that the Grantee is to be paid, reimbursed, or otherwise
compensated with funds provide to the State by the United States Department of Transportation, Federal
Transit Administration under the National Capital Transportation Act of 1969, as amended, the Safe,
Accountable, Flexible, Efficient Transportation Equity Act: A Legacy for Users, the Transportation Equity
Act for the 2P' Century, as amended, or other Federal laws that ETA administers, and therefore, the Grantee
expressly understands and agrees that all it right, demands, and claims to compensation arising under this
contact are contingent upon receipt of such funds by the State. In the event that such funds or any part
thereof are not received by the State, the State may immediately terminate this contract without liability,
including liability for termination costs.
6. PROJECT IMPLEMENTATION
a. General. The Grantee agrees to carry out the Project as follows:
(1) Project Description. Because the "Project Description" in the Scope of Work (Exhibit A) section
of the Contract provides a brief description of the Project or Projects to be funded, the Grantee
agrees to perform the work as described in the "Project Description" in the Scope of Work
(Exhibit A) and in its Application that is incorporated by reference in the approved Contract for
the Project.
(2) Effective Date. The effective date of the Contract, Option Letter (Exhibit B), or amendments
thereto is the date on which the State Controller or designee executes this Contract for Federal
assistance as shown on the Contract, Option Letter (Exhibit B), or amendments thereto. The
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Grantee agrees to undertake Project work promptly after receiving notice that the State has
executed the contract for Federal assistance for the Project.
(3)
Grantee's Capacity. The Grantee agrees to maintain sufficient legal, financial, technical, and
managerial capacity to: (a) plan, manage, and complete the Project and provide for the use of
Project property; (b) carry out the safety and security aspects of the Project and (c) comply with
the terms of its Contract providing Federal assistance for the Project, the Approved Project
Budget, the Project schedules, the Grantee's annual Certifications and Assurances to the State,
and applicable Federal, State and/or Local laws, regulations, and directives, except to the extent
that FTA or the State determines otherwise in writing.
(4) Completion Dates. The Grantee agrees to complete the Project in a timely manner. Nevertheless,
the time period to be covered by this Contract shall begin on January 1, 2010, or the date the State
Controller, or designee, executes this contract, whichever is later, shall be undertaken and
performed in the sequence and manner set forth herein, and shall end December 31, 2011. The
State may require continued performance for a period not to exceed one year for any Services at
the rates and terms specified in the Contract. The State may exercise the option by written notice
to the Grantee within 30 days prior to the end of the current Contract term in accordance with
Section 37 of this Contract. If the State exercises this option, the extended Contract will be
considered to include this option provision. The total duration of this Contract, including the
exercise of any options under this clause, shall not exceed two years.
b. U.S. DOT Administrative Requirements. The Grantee agrees to comply with the Federal administrative
requirements that apply to the category in which it belongs:
(1)
U.S. DOT regulations, "Uniform Administrative Requirements for Grants and Cooperative
Agreements to State and Local Governments," 49 C.F.R. Part 18, apply to a Grantee that is a
State, local, or Indian tribal government.
(2) U.S. DOT regulations, "Uniform Administrative Requirements for Grants and Agreements with
Institutions of Higher Education, Hospitals, and Other Non -Profit Organizations," 49 C.F.R.
Part 19, apply to a Grantee that is an institution of higher education or a nonprofit organization.
(3)
Except to the extent that FTA determines otherwise in writing, U.S. DOT regulations, "Uniform
Administrative Requirements for Grants and Agreements with Institutions of Higher Education,
Hospitals, and Other Non-profit Organizations," 49 C.F.R. Part 19, apply to a Grantee that is a
private for-profit organization.
c. Application of Federal, State, and Local Laws, Regulations, and Directives.
(1) Federal Laws, Regulations, and Directives. The Grantee agrees that Federal laws and regulations
control Project award and implementation. The Grantee also agrees that Federal directives as
defined in this Contract, provide Federal guidance applicable to the Project, except to the extent
that FTA or the State determines otherwise in writing. Thus, FTA strongly encourages adherence
to applicable Federal directives. The Grantee understands and agrees that unless it requests FTA
or State written approval, the Grantee may incur a violation of Federal laws or regulations, or the
terms of its Contract if it implements an alternative procedure or course of action not approved by
FTA or the State.
The Grantee understands and agrees that Federal and State laws, regulations, and directives
applicable to the Project and to the Grantee on the date on which the State Controller or designee
executes Federal assistance for the Project may be modified from time to time. In particular, new
Federal laws, regulations, and directives may become effective after the date on which the
Grantee executes the Contract for the Project, and might apply to that Contract. The Grantee
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agrees that the most recent of such Federal laws, regulations, and directives will govern the
administration of the Project at any particular time, except to the extent that FTA or the State
determines otherwise in writing.
FTA's and the State's written determination may take the form of a Special Condition, Special
Requirement, Special Provision (Federal and/or State), or Condition of Award within the Contract
for the Project, a change to an FTA directive, or a letter to the Grantee signed by the Federal
Transit Administrator or his or her duly authorized designee, the text of which modifies or
otherwise conditions a specific provision of the Contract for the Project. To accommodate
changing Federal requirements, the Grantee agrees to include in each agreement with each
Subgrantee and each third party contract implementing the Project notice that Federal laws,
regulations, and directives may change and that the changed requirements will apply to the
Project, except to the extent that FTA or the State determines otherwise in writing. All standards
or limits in the Contract for the Project are minimum requirements, unless modified by FTA or the
State.
(2) State, Territorial, and Local Law. Should a Federal law preempt a State, territorial, or local law,
regulation, or ordinance, the Grantee must comply with the Federal law and implementing
regulations. Nevertheless, no provision of the Contract for the Project requires the Grantee to
observe or enforce compliance with any provision, perform any other act, or do any other thing in
contravention of State, territorial, or local law, regulation, or ordinance. Thus if compliance with
any provision of the Contract for the Project violates or would require the Grantee to violate any
State, territorial, or local law, regulation, or ordinance, the Grantee agrees to notify FTA or the
State immediately in writing. Should this occur, FTA, the State and the Grantee agree that they
will make appropriate arrangements to proceed with or, if necessary, terminate the Project
expeditiously.
d. Grantee's Primary Responsibility to Comply with Federal Requirements. Irrespective of involvement by
any other entity in the Project, the Grantee agrees that it, rather than any other entity, is ultimately
responsible for compliance with all applicable Federal laws and regulations, the Grant Agreement or
Cooperative Agreement for the Project, and this Master Agreement, in accordance with applicable Federal
directives, except to the extent that FTA determines otherwise in writing.
(1) Significant Participation by a Subgrantee. Although the Grantee may delegate any or almost all
Project responsibilities to one or more Subgrantees, the Grantee agrees that it, rather than any
Subgrantee, is ultimately responsible for compliance with all applicable Federal laws, and
regulations, in accordance with applicable Federal directives, except to the extent that FTA
determines otherwise in writing.
(2) Significant Participation by a Lessee of a Grantee. Although the Grantee may lease Project
property and delegate some or many Project responsibilities to one or more lessees, the Grantee
agrees that it, rather than any lessee, is ultimately responsible for compliance with all applicable
Federal laws and regulations, in accordance with applicable Federal directives, except to the
extent that FTA determines otherwise in writing.
(3) Significant Participation by a Third Party Contractor. Although the Grantee may enter into a third
party contract in which the third party contractor agrees to provide property or services in support
of the Project, or even carry out Project activities normally performed by the Grantee (such as in a
turnkey contract), the Grantee agrees that it, rather than the third party contractor, is ultimately
responsible to FTA for compliance with all applicable Federal laws and regulations, in accordance
with applicable Federal directives, except to the extent that FTA determines otherwise in writing.
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(4) Exceptions. The Grantee, however, is relieved of the requirement to comply with Federal
requirements in the following two circumstances:
(a) When the Designated Grantee of Urbanized Area Formula Program assistance as defined at
49 U.S.C. § 5307(a)(2) has entered into a Supplemental Agreement with FTA and a Grant
Grantee or Grantee covering the Project, the Designated Grantee is not responsible for
compliance with Federal requirements in connection with the Project, or
(b) When the Federal Government, through appropriate official action, relieves the Grantee of a
portion of or all responsibility to the Federal Government
e. Grantee's Responsibility to Extend Federal Requirements to Other Entities.
(1) Entities Affected. Only entities that are signatories to this Contract for the Project are Parties to
this Contract. To achieve compliance with certain Federal laws, regulations, or directives,
however, other entities participating in the Project through their involvement with the Grantee
(such as Subgrantees and third party grantees) will necessarily be affected. Accordingly, the
Grantee agrees to take the appropriate measures necessary to ensure that all Project participants
comply with applicable Federal laws, regulations, and directives affecting Project implementation,
except to the extent FTA or the State determines otherwise in writing. In addition, if any entity
other than the Grantee is expected to fulfill responsibilities typically performed by the Grantee,
the Grantee agrees to assure that the entity carries out the Grantee's responsibilities as set forth in
the Contract.
(2) Documents Affected. The applicability provisions of Federal laws, regulations, and directives
determine the extent to which those provisions affect an entity (such as a Subgrantee, lessee, or
other) participating in the Project through the Grantee. Thus, the Grantee agrees to use a written
document to ensure that each entity participating in the Project complies with applicable Federal
laws, regulations, and directives, except to the extent that FTA determines otherwise in writing.
(a) Third Party Contracts. Because Project activities performed by a third party grantee must
comply with all applicable Federal laws, regulations, and directives, except to the extent FTA
determines otherwise in writing, the Grantee agrees to include appropriate clauses in each
third party contract stating the third party grantee's responsibilities under Federal laws,
regulations, and directives, including any provisions directing the third party grantee to extend
applicable requirements to its Subgrantees at the lowest tier necessary. When the third party
contract requires the third party grantee to undertake responsibilities for the Project usually
performed by the Grantee, the Grantee agrees to include in that third party contract those
requirements applicable to the Grantee imposed by the Contract for the Project and extend
those requirements throughout each tier except as FTA determines otherwise in writing.
Additional guidance pertaining to third party contracting is contained in the FTA's "Best
Practices Procurement Manual." FTA cautions, however, that its "Best Practices Procurement
Manual" focuses mainly on third party procurement processes and may omit certain other
Federal requirements applicable to the work to be performed.
(b) Subcontracts. Because Project activities performed by a Subgrantee must comply with all
applicable Federal laws, regulations, and directives except to the extent that the State
determines otherwise in writing, the Grantee agrees as follows:
(1) Written Subcontract. The Grantee agrees to enter into a written agreement with each
Subgrantee (subcontract) stating the terms and conditions of assistance by which the
Project will be undertaken and completed.
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(2) Compliance with Federal Requirements. The Grantee agrees to implement the Project in a
manner that will not compromise the Grantee's compliance with Federal laws, regulations,
and directives applicable to the Project and the Grantee's obligations under this Contract
for the Project. Therefore, the Grantee agrees to include in each subcontract appropriate
clauses directing the Subgrantee to comply with those requirements applicable to the
Grantee imposed by the Contract for the Project and extend those requirements as
necessary to any lower level subcontract or any third party grantee at each tier, except as
FTA or the State determines otherwise in writing.
e. No Federal Government Obligations to Third Parties. In connection with performance of the Project, the
Grantee agrees that, absent the Federal Government's express written consent, the Federal Government
shall not be subject to any obligations or liabilities to any Subgrantee, lessee, third party grantee, or other
person or entity that is not a party to this Contract for the Project. Notwithstanding that the Federal
Government may have concurred in or approved any solicitation, subcontract, lease, or third party contract
at any tier, the Federal Government has no obligations or liabilities to entity, other than the Grantee, lessee,
or third party grantee at any tier.
f. Changes in Project Performance (i.e., Disputes, Breaches, Defaults, or Litigation). The Grantee agrees to
notify FTA and the State immediately, in writing, of any change in local law, conditions (including its
legal, financial, or technical capacity), or any other event that may adversely affect the Grantee's ability to
perform the Project in accordance with the terms of this Contract for the Project. The Grantee also agrees
to notify the State and FTA immediately, in writing, of any current or prospective major dispute, breach,
default, or litigation that may adversely affect the Federal Government's interests in the Project or the
Federal Government's administration or enforcement of Federal laws or regulations; and agrees to inform
FTA, also in writing, before naming the Federal Government as a party to litigation for any reason, in any
forum. At a minimum, the Grantee agrees to send each notice to FTA required by this subsection to the
FTA Regional Counsel within whose Region the grantee operates its public transportation system or
implements the Project.
7. ETHICS
a. Code of Ethics. The Grantee agrees to maintain a written code or standards of conduct that shall govern
the actions of its officers, employees, board members, or agents engaged in the award or administration of
subagreements, leases, or third party contracts supported with Federal assistance. The Grantee agrees that
its code or standards of conduct shall specify that its officers, employees, board members, or agents may
neither solicit nor accept gratuities, favors, or anything of monetary value from any present or potential
Subgrantee, lessee, or third party grantee at any tier or agent thereof. Such a conflict would arise when an
employee, officer, board member, or agent, including any member of his or her immediate family, partner,
or organization that employs, or intends to employ, any of the parties listed herein has a financial interest in
the firm selected for award. The Grantee may set de minimis rules where the financial interest is not
substantial, or the gift is an unsolicited item of nominal intrinsic value. The Grantee agrees that its code or
standards shall also prohibit the its officers, employees, board members, or agents from using their
respective positions in a manner that presents a real or apparent personal or organizational conflict of
interest or personal gain. As permitted by State or local law or regulations, the Grantee agrees that its code
or standards of conduct shall include penalties, sanctions, or other disciplinary actions for violations by its
officers, employees, board members, or their agents, or its third party grantees or Subgrantees or their
agents.
(1) Personal Conflicts of Interest. The Grantee agrees that its code or standards of conduct shall prohibit
the Grantee's employees, officers, board members, or agents from participating in the selection,
award, or administration of any third party contract or subcontract supported by Federal assistance if
a real or apparent conflict of interest would be involved. Such a conflict would arise when an
employee, officer, board member, or agent, including any member of his or her immediate family,
Page 7 of 52
partner, or organization that employs, or intends to employ, any of the parties listed herein has a
financial interest in the firm selected for award.
(2) Organizational Conflicts of Interest. The Grantee agrees that its code or standards of conduct shall
include procedures for identifying and preventing real and apparent organizational conflicts of
interest. An organizational conflict of interest exists when the nature of the work to be performed
under a proposed third party contract or subcontract may, without some restrictions on future
activities, result in an unfair competitive advantage to the third party grantee or Subgrantee or impair
its objectivity in performing the contract work.
b. Debarment and Suspension. The Grantee agrees to comply, and assures the compliance of each
Subgrantee, lessee, or third party grantee at any tier, with Executive Orders Nos. 12549 and 12689,
"Debarment and Suspension," 31 U.S.C. § 6101 note, and U.S. DOT regulations, "Governmentwide
Debarment and Suspension (Nonprocurement)," 49 C.F.R. Part 29. The Grantee agrees to, and assures that
its Subgrantees, lessees, and third party grantees will review the "Excluded Parties Listing System" at
http://epls.arnet.gov/ before entering into any third party contract or subagreement.
c. Bonus or Commission. The Grantee affirms that it has not paid, and agrees not to pay, any bonus or
commission to obtain approval of its Federal assistance application for the Project.
d. Lobbying Restrictions. The Grantee agrees that:
(1) In compliance with 31 U.S.C. 1352(a), it will not use Federal assistance to pay the costs of influencing
any officer or employee of a Federal agency, Member of Congress, officer of Congress or employee
of a member of Congress, in connection with making or extending the Contract;
(2) In addition, it will comply with other applicable Federal laws and regulations prohibiting the use of
Federal assistance for activities designed to influence Congress or a State legislature with respect to
legislation or appropriations, except through proper, official channels; and
(3) It will comply, and will assure the compliance of each Subgrantee, lessee, or third party contractor at
any tier, with U.S. DOT regulations, "New Restrictions on Lobbying," 49 C.F.R. Part 20, modified as
necessary by 31 U.S.C. § 1352.
e. Employee Political Activity. To the extent applicable, the Grantee agrees to comply with the provisions of
the Hatch Act, 5 U.S.C. §§ 1501 through 1508, and 7324 through 7326, and U.S. Office of Personnel
Management regulations, "Political Activity of State or Local Officers or Employees," 5 C.F.R. Part 151.
The Hatch Act limits the political activities of State and local agencies and their officers and employees,
whose principal employment activities are financed in whole or part with Federal funds including a Federal
grant, cooperative agreement, or loan. Nevertheless, in accordance with 49 U.S.C. § 5307(k)(2)(B) and
23 U.S.C. § 142(g), the Hatch Act does not apply to a nonsupervisory employee of a public transportation
system (or of any other agency or entity performing related functions) receiving FTA assistance to whom
the Hatch Act would not otherwise apply.
f. False or Fraudulent Statements or Claims. The Grantee acknowledges and agrees that:
(I) Civil Fraud. 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 Grantee's
activities in connection with the Project. By executing the Contract for the Project, the Grantee
certifies or affirms the truthfulness and accuracy of each statement it has made, it makes, or it may
make in connection with the Project. In addition to other penalties that may apply, the Grantee also
acknowledges that if it makes a false, fictitious, or fraudulent claim, statement, submission,
certification, assurance, or representation to the Federal Government, the Federal Government reserves
the right to impose on the Grantee the penalties of the Program Fraud Civil Remedies Act of 1986, as
amended, to the extent the Federal Government deems appropriate.
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(2) Criminal Fraud. If the Grantee makes a false, fictitious, or fraudulent claim, statement, submission,
certification, assurance, or representation to the Federal Government or includes a false, fictitious, or
fraudulent statement or representation in any agreement with the Federal Government in connection
with a Project authorized under 49 U.S.C. chapter 53 or any other Federal law, the Federal
Government reserves the right to impose on the Grantee the penalties of 49 U.S.C. § 53230), 18 U.S.C.
§ 1001 or other applicable Federal law to the extent the Federal Government deems appropriate.
g.
Trafficking in Persons. To the extent applicable, the Grantee agrees to comply with, and assures the
compliance of each Subgrantee with, the requirements of the subsection 106(g) of the Trafficking Victims
Protection Act of 2000 (TVPA), as amended, 22 U.S.C. § 7104(g), and the provisions of this Subsection
3.g of this Master Agreement consistent with U.S. OMB guidance, "Trafficking in Persons: Grants and
Cooperative Agreements," 2 C.F.R. Part 175:
(1) Definitions. For purposes of this Subsection 3.g, the Grantee agrees that:
(a) Employee means either:
1. An individual who is employed by the Grantee or a Subgrantee, and who is participating in the
Grant Agreement or Cooperative Agreement for the Project; or
2. Another person who is participating in the Grant Agreement or Cooperative Agreement for the
Project and who is not compensated by the Grantee including, but not limited to, a volunteer or
individual whose services are contributed by a third party as an in -kind contribution toward cost
sharing or matching requirements of the Grant Agreement or Cooperative Agreement and this
Master Agreement.
(b) Forced labor means labor obtained by any of the following methods: the recruitment, harboring,
transportation, provision, or obtaining of a person for labor or services, through the use of force,
fraud, or coercion for the purpose of subjection to involuntary servitude, peonage, debt bondage, or
slavery.
(c) Private entity:
I. Means any entity other than a State, local government, Indian tribe, or foreign public entity, as
those terms are defined in 2 C.F.R. § 175.25.
2. Includes a for-profit organization, and also a nonprofit organization, including any nonprofit
institution of higher education, hospital, or tribal organization other than one included in the
definition of Indian tribe at 2 C.F.R. § 175.25(b).
(d) Severe forms of trafficking in persons has the meaning given at section 103 of the TVPA, as
amended, 22 U.S.C. § 7102.
(e) Commercial sex act has the meaning given at section 103 of the TVPA, as amended, 22 U.S.C. §
7102.
(0 Coercion has the meaning given at section 103 of the TVPA, as amended, 22 U.S.C. § 7102.
(2) Provisions Applicable to Each Grantee. The Grantee agrees:
(a) To inform ETA immediately of any information it receives from any source alleging a violation of
a prohibition in Subsection 3.g(3)(a) of this Master Agreement below.
(b) That FTA may unilaterally terminate its Federal assistance for the Grant Agreement or Cooperative
Agreement for the Project as provided in Subsection 3.g(3)(b) or (4) of this Master Agreement.
FTA's right to terminate unilaterally:
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1. Implements subsection 106(g) of the Trafficking Victims Protection Act of 2000 (TVPA), as
amended, 22 U.S.C. § 7104(g), and
2. Is in addition to all other remedies for noncompliance that are available to the Federal Government
under this Master Agreement.
(c) To include the requirements of Subsection 3.g(3)(a) of this Master Agreement in any subagreement
it enters into with a private entity, as defined in Subsection 3.g(1)(c) of this Master Agreement.
(3) Provisions Applicable to a Grantee that is a Private Entity. A Grantee that is a private entity as defined
in Subsection 3.g(1)(c) of this Master Agreement agrees that:
(a) It, its employees, its Subgrantees and its Subgrantees' employees that participate in the Grant
Agreement or Cooperative Agreement for the Project, may not --
1. Engage in severe forms of trafficking in persons during the period of time that the Grant
Agreement or Cooperative Agreement for the Project is in effect;
2. Procure a commercial sex act during the period of time that the Grant Agreement or Cooperative
Agreement for the Project is in effect; or
3. Use forced labor in the performance of the Grant Agreement or Cooperative Agreement or
subagreements for the Project.
(b) ETA may unilaterally terminate the Grant Agreement or Cooperative Agreement for the Project,
without penalty to the Federal Government, if the Grantee or a Subgrantee that is a private entity --
I. Is determined to have violated a prohibition in Subsection 3.g(3)(a) of this Master Agreement, or
2. Has an employee who is determined by an FTA official authorized to terminate the Grant
Agreement or Cooperative Agreement for the Project to have violated a prohibition in Subsection
3.g(3)(a) of this Master Agreement through conduct that is either --
a. Associated with his or her participation in the Grant Agreement or Cooperative Agreement for
the Project; or
b. Imputed to the Grantee or the Subgrantee using the standards and due process for imputing the
conduct of an individual to an organization that are provided in the U.S. OMB "Guidelines to
Agencies on Governmentwide Debarment and Suspension (Nonprocurement)," 2 C.F.R. Part
180, as implemented by U.S. DOT regulations, "Nonprocurement Suspension and Debarment,"
2 C.F.R. Part 1200.
(4) Provision Applicable to a Grantee Other Than a Private Entity. FTA may unilaterally terminate the
Grant Agreement or Cooperative Agreement for the Project, without penalty to the Federal
Government, if a Subgrantee that is a private entity --
(a) Is determined to have violated an applicable prohibition in Subsection 3.g(3)(a) of this Master
Agreement; or
(b) Has an employee who is determined by an ETA official authorized to terminate the Grant
Agreement or Cooperative Agreement for the Project to have violated an applicable prohibition in
Subsection 3.g(3)(a) of this Master Agreement through conduct that is either --
1. Associated with his or her participation in the Grant Agreement or Cooperative Agreement for the
Project, or
2. Imputed to the subgrantee using the standards and due process for imputing the conduct of an
individual to an organization that are provided in the U.S. OMB "Guidelines to Agencies on
Governmentwide Debarment and Suspension (Nonprocurement)," 2 C.F.R. Part 180, as
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implemented by U.S. DOT regulations, "Nonprocurement Suspension and Debarment," 2 C.F.R.
Part 1200.
8. FEDERAL ASSISTANCE
The Grantee agrees that the State will provide FTA Federal assistance for the Project equal to the
smallest of the following amounts: (a) the maximum amount permitted by Federal law or regulations,
(b) the "Maximum FTA Amount Approved," set forth in this Contract for the Project, or (c) the
amount calculated in accordance with the "Maximum Percentage(s) of FTA Participation," as may be
modified by the Conditions of Award or other Special Conditions, Special Requirements, or Special
Provisions (Federal and/or State) of the Contract for the Project. The State's responsibility to make
Federal assistance payments is limited to the amounts listed in the Approved Project Budget for the
Project. The "Estimated Total Eligible Cost" in the Contract for the Project is the amount that forms
the basis on which the State determines the "Maximum FTA Amount Awarded."
a. "Net Project Cost". For any Project required by Federal law or FTA to be financed on the basis of its "Net
Project Cost" as defined by 49 U.S.C. § 5302(a)(8), FTA intends to provide Federal assistance to the
Grantee for that portion of the Project that cannot reasonably be financed from the Grantee's revenues, i.e.,
"Net Project Cost" of the Project. Therefore, the amount stated as the "Estimated Total Eligible Cost" on
the Contract is the "Estimated Net Project Cost" and is the amount that forms the basis on which FTA will
calculate the amount of Federal assistance that will be awarded for the Project.
b. Other Basis for FTA Participation. For any Project not required by Federal law or FTA to be financed on
the basis of its "Net Project Cost" as defined by 49 U.S.C. § 5302(a)(8), FTA intends to provide Federal
assistance to the Grantee for all or part of the total Project cost that is eligible for Federal assistance.
Therefore, the amount stated as the "Estimated Total Eligible Cost" on the Contract for the Project is the
amount that forms the basis on which FTA will calculate the amount of Federal assistance that will be
awarded for the Project.
9. LOCAL SHARE
A Grantee that is required to provide a local share for the Project agrees as follows:
a. Restrictions on the Source of the Local Share. The Grantee agrees to provide sufficient funds or approved
in -kind resources, together with the Federal assistance awarded, that will assure payment of the actual cost
of each Project activity covered by the Contract for the Project. The Grantee agrees that no local share
funds provided will be derived from receipts from the use of Project facilities or equipment, revenues of the
public transportation system in which such facilities or equipment are used, or other Federal funds, except
as permitted by Federal law or regulation.
b. Duty to Obtain the Local Share. The Grantee agrees to complete all proceedings necessary to provide the
local share of the Project costs at or before the time the local share is needed for Project costs, except to the
extent that the State or FTA determines otherwise in writing.
c. Prompt Payment of the Local Share. The Grantee agrees to provide the proportionate amount of the local
share promptly as Project costs are incurred or become due, except to the extent that the Federal
Government determines otherwise in writing.
d. Reduction of the Local Share. The Grantee agrees that no refund or reduction of the local share may be
made unless, at the same time, a refund of the proportional amount of the Federal assistance provided is
made to the Federal Government.
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10. APPROVED PROJECT BUDGET
Except to the extent that the State determines otherwise in writing, the Grantee agrees as follows: The Grantee
will prepare a Project Budget which, upon approval by the State is designated the "Approved Project Budget."
The Grantee will incur obligations and make disbursements of Project funds only as authorized by the latest
Approved Project Budget, which will be incorporated by reference and made part the underlying Contract for
the Project. An amendment to the Approved Project Budget requires the issuance of a formal amendment to
the underlying Contract, except that re -allocation of funds among budget items or fiscal years that does not
increase the total amount of the Federal assistance awarded for the Project may be made consistent with
applicable Federal laws, regulations and directives. An award of additional Federal assistance will require a
new Approved Project Budget. If the Grantee estimates that it will have unobligated funds remaining after the
end of the performance period of the Project, the Grantee agrees to report this to the State at the earliest
possible time and ask for disposition instructions.
11. ACCOUNTING RECORDS
In compliance with applicable Federal laws, regulations, and directives, and except to the extent that the State
or FTA determines otherwise in writing, the Grantee agrees as follows:
a. Project Accounts. The Grantee agrees to establish and maintain for the Project either a separate set of
accounts or separate accounts within the framework of an established accounting system that can be
identified with the Project. The Grantee also agrees to maintain all checks, payrolls, invoices, contracts,
vouchers, orders, or other accounting documents related in whole or part to the Project so that they may be
clearly identified, readily accessible, and available to the State upon request and, to the extent feasible, kept
separate from documents not related to the Project.
b. Funds Received or Made Available for the Project. The Grantee agrees to deposit in a financial institution
all advance Project payments it receives from the Federal Government and to record in the Project Account
all amounts provided by the Federal Government for the Project and all other funds provided for, accruing
to, or otherwise received on account of the Project (Project funds) in compliance with Federal laws and
regulations, in accordance with applicable Federal directives, except to the extent that the State or FTA
determines otherwise in writing. Use of financial institutions owned at least fifty (50) percent by minority
group members is encouraged.
c. Documentation of Project Costs and Program Income. The Grantee agrees to support all costs charged to
the Project, including any approved services or property contributed by the Grantee or others, with properly
executed payrolls, time records, invoices, contracts, or vouchers describing in detail the nature and
propriety of the charges. The Grantee also agrees to maintain accurate records of all program income
derived from Project implementation, except certain income the State or FTA determines to be exempt
from the Federal program income requirements.
12. REPORTING, RECORD RETENTION, AND ACCESS
The Grantee shall maintain a complete file of all records, documents, communications, and other written
materials which pertain to the operation of programs or the delivery of services under this contract, and shall
maintain such records for a period of three (3) years after the date of termination of this contract or final
payment hereunder, whichever is later, or for such further period as may be necessary to resolve any matters
which may be pending. All such records, documents, communications and other materials shall be the property
of the State, and shall be maintained by the Grantee in a central location and the Grantee shall be custodian on
behalf of the State.
Page 12 of 52
a. Types of Reports. The Grantee agrees to submit to the State all reports required by Federal laws and
regulations, and directives, the Contract for the Project, and any other reports FTA may specify, except to
the extent that the State determines otherwise in writing.
b. Report Formats. The Grantee agrees that all reports and other documents or information intended for
public availability developed in the course of the Project and required to be submitted to the State must be
prepared and submitted in electronic and or typewritten hard copy formats as the State may specify. The
State reserves the right to require records to be submitted in other formats.
c. Record Retention. During the course of the Project and for three years thereafter from the date of
transmission of the final expenditure report, the Grantee agrees to maintain intact and readily accessible all
data, documents, reports, records, contracts, and supporting materials relating to the Project as the Federal
Government may require.
d. Access to Records of Grantees and Subgrantees. The Grantee agrees to permit, and require its Subgrantees
to permit, the U.S. Secretary of Transportation, the Comptroller General of the United States, and, to the
extent appropriate, the State, or their authorized representatives, upon their request to inspect all Project
work, materials, payrolls, and other data, and to audit the books, records, and accounts of the Grantee and
its Subgrantees pertaining to the Project, as required by 49 U.S.C. § 5325(g).
e. Project Closeout. The Grantee agrees that Project closeout does not alter the reporting and record retention
requirements of this Section 12 of the Contract.
13. PAYMENTS
The Grantee agrees that it will not seek payment from the State for Project costs until it has executed the
Contract for the Project.
a. Grantee's Request for Payment. Except to the extent that the State determines otherwise in writing, to
obtain a payment for Project expenses from the State, the Grantee agrees to:
(1) Demonstrate or certify that it will provide adequate local funds that, when combined with Federal
payments, will cover all costs to be incurred for the Project. Except to the extent that the Federal
Government determines in writing that the Grantee may defer its local share for the Project, a Grantee
required under the terms of federal law, regulation, or Contract to provide a local share for the Project
agrees that it will not:
(a) Request or obtain Federal funds exceeding the amount justified by the local share provided, and
(b) Take any action that would cause the proportion of Federal funds made available to the Project at
any time to exceed the percentage authorized by the Contract for the Project,
(2) Submit to the State all financial and progress reports required to date by the Contract for the Project,
and
(3) Identify the source(s) of Federal assistance provided for the Project from which the payment is to be
derived.
b. Payment by the State
Costs Reimbursed. The Grantee agrees that Project costs eligible for Federal participation must comply
with all the following requirements. Except to the extent that the State or FTA determines otherwise in
writing, to be eligible for reimbursement, Project costs must be:
(1) Consistent with the Project Description, the Approved Project Budget, and other provisions of the
Contract for the Project,
(2) Necessary in order to accomplish the Project,
Page 13 of 52
(3) Reasonable for the goods or services purchased,
(4) Actual net costs to the Grantee (i.e., the price paid minus any refunds, rebates, or other items of value
received by the Grantee that have the effect of reducing the cost actually incurred, excluding program
income),
(5) Incurred for work performed after the Effective Date of the Contract for the Project, except to the
extent that the Federal Government determines otherwise in writing,
(6) Satisfactorily documented,
(7) Treated consistently in accordance with accounting principles and procedures approved by the Federal
Government for the Grantee, and with accounting principles and procedures approved by the Grantee
for its third party grantees and Subgrantees,
(8) Eligible for Federal participation under Federal law, regulations, or directives, and
(9) In compliance with U.S. DOT regulations pertaining to allowable costs at 49 C.F.R. § I8.22(b) or
49 C.F.R. § 19.27, which regulations specify the applicability of U.S. Office of Management and
Budget (U.S. OMB) circulars and Federal Acquisition Regulation (FAR) provisions as follows:
(a) U.S. OMB Guidance for Grants and Agreements, "Cost Principles for State, Local, and Indian
Tribal Governments (OMB Circular A-87)," 2 C.F.R. Part 225, applies to Project costs incurred
by a Grantee that is a State, local, or Indian tribal government.
(b) U.S. OMB Guidance for Grants and Agreements, "Cost Principles for Educational Institutions
(OMB Circular A-21)," 2 C.F.R. Part 220, applies to Project costs incurred by a Grantee that is an
institution of higher education.
(c) U.S. OMB Guidance for Grants and Agreements "Cost Principles for Non-profit Organizations
(OMB Circular A-122)," 2 C.F.R. Part 230, applies to Project costs incurred by a Grantee that is a
private nonprofit organization.
(d) FAR, at 48 C.F.R. Chapter I, Subpart 31.2, "Contracts with Commercial Organizations" applies to
Project costs incurred by a Grantee that is a for-profit organization.
c. Excluded Costs. The Grantee understands and agrees that, except to the extent FTA or the State
determines otherwise in writing, ineligible costs will be treated as follows:
(1) In determining the amount of Federal assistance the State will provide for the Project, the State will
exclude:
(a) Any Project cost incurred by the Grantee before the Effective Date of the Contract, Option Letter
(Exhibit B), or amendment, unless otherwise permitted by Federal or State law, regulation, or
directive, or unless an authorized State official states in writing to the contrary;
(b) Any cost that is not included in the latest Approved Project Budget;
(c) Any cost for Project property or services received in connection with a subcontract, lease, third
party contract or other arrangement that is required to be, but has not been, concurred in or
approved in writing by the State;
(d) Any ordinary governmental or nonproject operating cost, consistent with the prohibitions of
49 U.S.C. § 5323(h); and
(e) Any cost ineligible for FTA participation as provided by applicable Federal laws, regulations, or
directives, except to the extent the Federal Government determines otherwise in writing.
(2) The Grantee understands and agrees that payment to the Grantee for any Project cost does not
constitute the State's final decision about whether that cost is allowable and eligible for payment and
does not constitute a waiver of any violation by the Grantee of the terms of the Contract for the Project.
The Grantee acknowledges that the State will not make a final determination about the allowability and
eligibility of any cost until an audit of the Project has been completed. If the State determines that the
Grantee is not entitled to receive any portion of the Federal assistance requested or provided, the State
will notify the Grantee in writing, stating its reasons. The Grantee agrees that Project closeout will not
Page 14 of 52
alter the Grantee's responsibility to return any funds due to the State as a result of later refunds,
corrections, or other transactions; nor will Project closeout alter the State's right to disallow costs and
recover Federal assistance provided for the project on the basis of a later audit or other review. Unless
prohibited by Federal or State law or regulation, the State may recover any Federal financial assistance
made available for the Project as necessary to satisfy any outstanding monetary claims that the State
may have against the Grantee.
d. Claims, Excess Payments, Disallowed Costs, including Interest.
(1) Grantee's Responsibility to Pay. Upon notification to the Grantee that specific amounts are owed to the
State, whether for excess payments of Federal assistance, disallowed costs, or funds recovered from
third parties or elsewhere, the Grantee agrees to remit to the State promptly the amounts owed,
including applicable interest, penalties and administrative charges.
(2) Amount of Interest. The Grantee agrees that whether the amount due the State is treated as a claim or
is treated as a debt determines how interest is calculated thereon and becomes due. Thus, Grantee
agrees to remit interest to the State in accordance with the following:
(a) Claims against the Grantee. For claims pursuant to the Debt Collection Act of 1982, as amended,
31 U.S.C. §§ 3701 et seq., the Grantee agrees that the amount of interest owed to the State will be
determined in accordance with the provisions of joint U.S. Treasury/U.S. DOJ regulations,
"Standards for the Administrative Collection of Claims," at 31 C.F.R. § 901.9(a) through (g) or
common law interest authorized by 31 C.F.R. § 901.9 (i), whichever is applicable.
(b) Excess Payments or Disallowed Costs. For excess payments or disallowed cost payments made
by the Federal Government to the Recipient for which claims procedures have not been initiated
under the Debt Collection Act of 1982, as amended, 31 U.S.C. §§ 3701 et seq. and implementing
regulations, the Recipient agrees that common law interest owed to the Federal Government will
be determined in accordance with joint U.S. Treasury/U.S. DOJ regulations, "Standards for the
Administrative Collection of Claims," at 31 C.F.R. § 901.9(i), or otherwise as FTA may
determine.
e. De -obligation of Funds. The Grantee agrees that the State may de -obligate unexpended Federal funds
before Project closeout.
14. PROJECT COMPLETION, AUDIT, SETTLEMENT, AND CLOSEOUT
a. Project Completion. Within ninety (90) calendar days following Project completion date or termination by
the State, the Grantee agrees to submit a final certification of Project expenses, and third party audit
reports, as applicable.
b. Audit of Grantees. Except to the extent the State determines otherwise in writing, the Grantee
acknowledges and agrees as follows:
(1) Audit Requirements. The Grantee agrees to have financial and compliance audits performed as
required by the Single Audit Act Amendments of 1996, 31 U.S.C. §§ 7501 et seq. As provided by
49 C.F.R. § 19.26, these financial and compliance audits must comply with the provisions of OMB
Circular A-133, Revised, "Audits of States, Local Governments, and Non -Profit Organizations," the
latest OMB A-133 Compliance Supplement for U.S. DOT, and any further revision or supplement
thereto. The Grantee also agrees to obtain any other audits required by the State. Such audits shall test
compliance with the items specified in Guidance for Audit of Grantee Compliance with FTA
Requirements (Exhibit C) and shall be completed by the Grantee if it is a State or local government,
Indian Tribal government or private nonprofit organization. The Grantee agrees that these audits will
be conducted in accordance with U.S. Government Accountability Office, (U.S. GAO) "Government
Page 15 of 52
Auditing Standards." The Grantee agrees that Project closeout will not alter the Grantee's audit
responsibilities.
(2) Audit Costs. Audit costs for Project administration and management are allowable to the extent
authorized by OMB Circular A-87, OMB Circular A-21, OMB Circular A-122, or the FAR at
48 C.F.R. Chapter I, Subpart 31.2, whichever is applicable.
c. Funds Owed to the State. The Grantee agrees to remit to the State any excess payments made to the
Grantee, any costs disallowed by the State, and any amounts recovered by the Grantee from third parties or
from other sources, as well as any penalties and any interest required by Subsection 9.d(2) of this Contract.
d. Project Closeout. Project closeout occurs when the State notifies the Grantee that the State has closed the
Project, and either forwards the final Federal assistance payment or acknowledges that the Grantee has
remitted the proper refund. The Grantee agrees that Project closeout by the State does not invalidate any
continuing requirements imposed by the Contract for the Project, or any unmet requirements set forth in the
Federal Government's final notification or acknowledgment.
15. RIGHT OF THE STATE TO TERMINATE
a. Termination for Convenience.
When the public interests of the State so require, the State may terminate this contract in whole or in part.
The State shall give written notice of termination to Grantee specifying the termination of all or a portion
of this contract and the effective date of such. Exercise by the State of this termination for public interests
provision shall not be deemed a breach of contract by the State. Upon receipt of written notice, Grantee
shall incur no further obligations in connection with the terminated work and, on the date set in the notice
of termination, Grantee shall stop work to the extent specified. Grantee also shall terminate outstanding
orders and subcontracts as they relate to the terminated work. All finished or unfinished documents, data,
studies, research, surveys, drawings, maps, models, photographs, and reports or other materials prepared by
Grantee under this contract shall, at the option of the State, be delivered by Grantee to the State and shall
become the State's property. The State may direct Grantee to assign Grantee's right, title, and interest
under terminated orders or subcontracts to the State. Grantee shall complete and deliver to the State the
work not terminated by the notice of termination and may incur obligations as are necessary to do so within
the Contract terms.
If this Contract is terminated by the State as provided herein, Grantee shall be paid an amount which bears
the same ratio to the total compensation as the Services satisfactorily performed or the products or
deliverables satisfactorily delivered or installed bear to the total Services, products or deliverables covered
by this Contract, less payments of compensation previously made. In addition, for contracts that are less
than 60% completed, the State may reimburse the Grantee for a portion of actual out-of-pocket expenses
(not otherwise reimbursed under this contract) incurred by Grantee during the Vontract period which are
directly attributable to the uncompleted portion of Grantee's obligations covered by this Contract. In no
event shall reimbursement under this clause exceed the Contract amount. If this Contract is terminated for
cause, or due to the fault of the Grantee, the Termination for Cause or Default provision shall apply.
b. Termination for Default/Cause.
If, through any cause, the Grantee shall fail to fulfill, its obligations under this contract, in a timely and
proper manner, or if the Grantee shall violate any of the covenants, agreements, or stipulations of this
contract, the State shall thereupon have the right to terminate this Contract for cause by giving written
notice to the Grantee of its intent to terminate and providing no less than ten (10) days opportunity to cure
the default or show cause why termination is otherwise not appropriate. In the event of termination, all
finished or unfinished documents, data, studies, surveys, drawings, maps, models, photographs, and reports
or other material prepared by the Grantee under this contract shall, at the option of the State, become its
property, and the Grantee shall be entitled to receive just and equitable compensation for any Services and
Goods delivered and accepted. The Grantee shall be obligated to return any payment advanced under the
Page 16 of 52
provisions of this Contract. This provision shall in no way limit other remedies available to the State in this
Contract, or remedies otherwise available at law.
Notwithstanding the above, the Grantee shall not be relieved of liability to the State for any damages
sustained by the State by virtue of any breach of this Contract by the Grantee, and the State may withhold
any payment to the Grantee for the purposes of mitigating its damages until such time as the exact amount
of damages due to the State from the Grantee is determined.
If after such termination it is determined, for any reason, that the Grantee was not in default, or that the
Grantee's action/inaction was excusable, such termination shall be treated as a termination for convenience,
and the rights and obligations of the parties shall be the same as if this contract had been terminated for
convenience, as described herein.
Upon termination of this Contract and the Project under the provisions of the above paragraphs of this
section, the Grantee agrees to return all Project equipment purchased with Project funds as directed by the
State for disposition. The Grantee will also be subject to the provisions of Exhibit D, Security Agreement,
where applicable.
16. CIVIL RIGHTS
The Grantee agrees to comply with all applicable civil rights laws, regulations and directives, except to the
extent that the Federal Government determines otherwise in writing. These include, but are not limited to, the
following:
a. Nondiscrimination in Federal Public Transportation Programs. The Grantee agrees to comply, and assures
the compliance of each third party grantee at any tier and each Subgrantee at any tier of the Project, with
the provisions of 49 U.S.C. § 5332, which prohibit discrimination on the basis of race, color, creed,
national origin, sex, or age, and prohibits discrimination in employment or business opportunity.
b. Nondiscrimination — Title VI of the Civil Rights Act. The Grantee agrees to comply, and assures the
compliance of each third party grantee at any tier and each Subgrantee or other participant at any tier of the
Project, with all provisions prohibiting discrimination on the basis of race, color, or national origin of
Title VI of the Civil Rights Act of 1964, as amended, 42 U.S.C. §§ 2000d et seq., and with U.S. DOT
regulations, "Nondiscrimination in Federally -Assisted Programs of the Department of Transportation —
Effectuation of Title VI of the Civil Rights Act," 49 C.F.R. Part 21. Except to the extent FTA determines
otherwise in writing, the Grantee also agrees to comply with any applicable implementing Federal
directives that may be issued.
c. Equal Employment Opportunity. The Grantee agrees to comply, and assures the compliance of each third
party grantee at any tier of the Project and each Subgrantee at any tier of the Project, with all equal
employment opportunity (EEO) provisions of 49 U.S.C. § 5332, with Title VII of the Civil Rights Act of
1964, as amended, 42 U.S.C. § 2000e, and implementing Federal regulations and any later amendments
thereto. Except to the extent FTA determines otherwise in writing, the Grantee also agrees to follow all
applicable Federal EEO directives that may be issued. Accordingly:
(l) General: The Grantee agrees that it will not discriminate against any employee or applicant for
employment because of race, color, creed, sex, disability, age, or national origin. The Grantee
agrees to take affirmative action to ensure that applicants are employed and that employees are
treated during employment without regard to their race, color, creed, sex, disability, age, or national
origin. Such action shall include, but not be limited to, employment, upgrading, demotions or
transfers, recruitment or recruitment advertising, layoffs or terminations; rates of pay or other forms
of compensation; and selection for training, including apprenticeship.
Page 17 of 52
(2) Equal Employment Opportunity Requirements for Construction Activities. For activities determined
by the U.S. Department of Labor (U.S. DOL) to qualify as "construction," the Recipient agrees to
comply and assures the compliance of each subrecipient, lessee, or third party contractor, or other
participant, at any tier of the Project, with all applicable equal employment opportunity
requirements of U.S. DOL regulations, "Office of Federal Contract Compliance Programs, Equal
Employment Opportunity, Department of Labor," 41 C.F.R. Parts 60 et seq., which implement
Executive Order No. 11246, "Equal Employment Opportunity," as amended by Executive Order
No. 11375, "Amending Executive Order No. 11246 Relating to Equal Employment Opportunity,"
42 U.S.C. § 2000e note, and also with any Federal laws, and regulations, and in accordance with
applicable Federal directives affecting construction undertaken as part of the Project.
d. Disadvantaged Business Enterprise. To the extent authorized by Federal law, the Grantee agrees to
facilitate participation by Disadvantaged Business Enterprises (DBE) in the Project and assures that each
third party grantee at any tier of the Project and each Subgrantee at any tier of the Project will facilitate
participation by DBEs in the Project to the extent applicable. Therefore:
(1) The Grantee agrees and assures that it will comply with section 1101(b) of SAFETEA-LU, 23 U.S.C.
§ 101 note, and U.S. DOT regulations, "Participation by Disadvantaged Business Enterprises in
Department of Transportation Financial Assistance Programs," 49 C.F.R. Part 26.
(2) The Grantee agrees and assures that it shall not discriminate on the basis of race, color, sex, or national
origin in the award and performance of any third party contract, or subcontract supported with Federal
assistance derived from U.S. DOT in the administration of its DBE program and shall comply with the
requirements of 49 C.F.R. Part 26. The Grantee agrees to take all necessary and reasonable steps set
forth in 49 C.F.R. Part 26 to ensure nondiscrimination in the award and administration of all third party
contracts and subcontracts supported with Federal assistance derived from U.S.DOT. As required by
49 C.F.R. Part 26 and approved by U.S. DOT, the Grantee's DBE program, if any, is incorporated by
reference and made part of the Contract for the Project. The Grantee agrees that implementation of this
DBE program is a legal obligation, and that failure to carry out that DBE program shall be treated as a
violation of the Contract for the Project. Upon notification by U.S. DOT to the Grantee of its failure to
implement its approved DBE program, U.S. DOT may impose sanctions as set forth in 49 C.F.R.
Part 26 and may, in appropriate cases, refer the matter for enforcement under 18 U.S.C. § 1001, or the
Program Fraud Civil Remedies Act, 31 U.S.C. §§ 3801 et seq., or both.
e. Nondiscrimination on the Basis of Sex. The Grantee agrees to comply with all applicable requirements of
Title IX of the Education Amendments of 1972, as amended, 20 U.S.C. §§ 1681 et seq., and with
implementing Federal regulations that prohibit discrimination on the basis of sex that may be applicable.
f. Nondiscrimination on the Basis of Age. The Grantee agrees to comply with all applicable requirements of:
(1) The Age Discrimination Act of 1975, as amended, 42 U.S.C. §§ 6101 et seq., and with implementing
U.S. Health and Human Services regulations, "Nondiscrimination on the Basis of Age in Programs or
Activities Receiving Federal Financial Assistance, 45 C.F.R. Part 90 which prohibit discrimination
against individuals on the basis of age.
(2) The Age Discrimination in Employment Act (ADEA) 29 U.S.C. §§ 621 through 634 and with
implementing U.S. Equal Employment Opportunity Commission (U.S. EEOC) regulations, "Age
Discrimination in Employment Act," 29 C.F.R. Part 1625.
Access for Individuals with Disabilities. The Grantee agrees to comply with 49 U.S.C. § 5301(d), which
states the Federal policy that elderly individuals and individuals with disabilities have the same right as
other individuals to use public transportation services and facilities, and that special efforts shall be made
in planning and designing those services and facilities to implement transportation accessibility rights for
elderly individuals and individuals with disabilities. The Grantee also agrees to comply with all applicable
g
Page 18 of 52
provisions of section 504 of the Rehabilitation Act of 1973, as amended, with 29 U.S.C. § 794, which
prohibits discrimination on the basis of disability; with the Americans with Disabilities Act of 1990
(ADA), as amended, 42 U.S.C. §§ 12101 et seq., which requires that accessible facilities and services be
made available to individuals with disabilities; 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 individuals with disabilities; and with other laws and amendments thereto pertaining to
access for individuals with disabilities that may be applicable. In addition, the Grantee agrees to comply
with applicable implementing Federal regulations and any later amendments thereto, and agrees to follow
applicable Federal directives except to the extent FTA approves otherwise in writing. Among those
regulations and directives are:
(1) U.S. DOT regulations, "Transportation Services for Individuals with Disabilities (ADA)," 49 C.F.R.
Part 37;
(2) U.S. DOT regulations, "Nondiscrimination on the Basis of Handicap in Programs and Activities
Receiving or Benefiting from Federal Financial Assistance," 49 C.F.R. Part 27;
(3) Joint U.S. Architectural and Transportation Barriers Compliance Board (U.S. ATBCB)/U.S. DOT
regulations, "Americans With Disabilities (ADA) Accessibility Specifications for Transportation
Vehicles," 36 C.F.R. Part 1192 and 49 C.F.R. Part 38;
(4) U.S. DOJ regulations, "Nondiscrimination on the Basis of Disability in State and Local Government
Services," 28 C.F.R. Part 35;
(5) U.S. DOJ regulations, "Nondiscrimination on the Basis of Disability by Public Accommodations and in
Commercial Facilities," 28 C.F.R. Part 36;
(6) U.S. General Services Administration (U.S. GSA) regulations, "Accommodations for the Physically
Handicapped," 41 C.F.R. Subpart 101-19;
(7) U.S. EEOC, "Regulations to Implement the Equal Employment Provisions of the Americans with
Disabilities Act," 29 C.F.R. Part 1630;
(8) U.S. Federal Communications Commission regulations, "Telecommunications Relay Services and
Related Customer Premises Equipment for the Hearing and Speech Disabled," 47 C.F.R. Part 64,
Subpart F; and
(9) U.S. ATBCB regulations, "Electronic and Information Technology Accessibility Standards," 36 C.F.R.
Part 1194;
(10) FTA regulations, "Transportation for Elderly and Handicapped Persons," 49 C.F.R. Part 609; and
(11) Federal civil rights and nondiscrimination directives implementing the foregoing regulations, except
to the extent the Federal Government determines otherwise in writing.
h. Drug or Alcohol Abuse -Confidentiality and Other Civil Rights Protections. To the extent applicable, the
Grantee agrees to comply with the confidentiality and other civil rights protections of the Drug Abuse
Office and Treatment Act of 1972, as amended, 21 U.S.C. §§ 1101 et seq., with the Comprehensive
Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, as amended,
42 U.S.C. §§ 4541 et seq., and with the Public Health Service Act of 1912, as amended, 42 U.S.C. §§ 201
et seq., and any amendments thereto.
Access to Services for Persons with Limited English Proficiency. To the extent applicable and except to
the extent that FTA determines otherwise in writing, the Grantee agrees to comply with the policies of
Executive Order No. 13166, "Improving Access to Services for Persons with Limited English Proficiency,"
42 U.S.C. § 2000d-1 note, and with the provisions of U.S. DOT Notice, "DOT Policy Guidance
Concerning Recipient's (Grantee's) to Limited English Proficiency (LEP) Persons," 70 Fed. Reg. 74087,
December 14, 2005.
J
Environmental Justice. The Grantee agrees to comply with the policies of Executive Order No. 12898,
"Federal Actions to Address Environmental Justice in Minority Populations and Low -Income Populations,"
42 U.S.C. § 4321 note, except to the extent that the Federal Government determines otherwise in writing.
Page 19 of 52
k. Other Nondiscrimination Laws. The Grantee agrees to comply with all applicable provisions of other
Federal laws, regulations, and directives pertaining to and prohibiting discrimination, except to the extent
the Federal Government determines otherwise in writing.
17. PREFERENCE FOR UNITED STATES PRODUCTS AND SERVICES
To the extent applicable, the Grantee agrees to comply with the following U.S. domestic preference
requirements:
Buy America. The Grantee agrees to comply with 49 U.S.C. § 5323(j) and FTA regulations, "Buy America
Requirements," 49 C.F.R. Part 661, and any later amendments thereto.
18. PROCUREMENT
To the extent applicable, the Grantee agrees to comply with the following third party procurement provisions:
a. Federal Standards. The Grantee agrees to comply with the third party procurement requirements of
49 U.S.C. chapter 53 and other procurement requirements of Federal laws in effect now or as amended to
the extent applicable; with U.S. DOT third party procurement regulations of 49 C.F.R. § 18.36 or at
49 C.F.R. §§ 19.40 through 19.48 and with other applicable Federal regulations pertaining to third party
procurements and later amendments thereto. The Grantee also agrees to follow the provisions of FTA
Circular 4220.1F, "Third Party Contracting Guidance," November 1, 2008, and any later revisions thereto,
except to the extent FTA determines otherwise in writing. Although the FTA "Best Practices Procurement
Manual" provides additional third party contracting information, the Grantee understands and agrees that
the FTA "Best Practices Procurement Manual" is focused on third party procurement processes and may
omit certain Federal requirements applicable to the third party contract work to be performed.
b. Full and Open Competition. In accordance with 49 U.S.C. § 5325(a), the Grantee agrees to conduct all
procurement transactions in a manner that provides full and open competition as determined by FTA.
c. Exclusionary or Discriminatory Specifications. Apart from inconsistent requirements imposed by Federal
laws or regulations, the Grantee agrees to comply with the requirements of 49 U.S.C. § 5325(h) by not
using any Federal assistance awarded by FTA to support a procurement using exclusionary or
discriminatory specifications.
d. Geographic Restrictions. The Grantee agrees that it will not use any State or local geographic preference,
except State or local geographic preferences expressly mandated or as permitted by FTA. For example, in
procuring architectural, engineering, or related services, the grantee's geographic location may be a
selection criterion, provided that a sufficient number of qualified firms are eligible to compete.
e. In -State Bus Dealer Restrictions. In accordance with 49 U.S.C. § 5325(i), the Grantee agrees that any State
law requiring buses to be purchased through in -State dealers will not apply to acquisitions of vehicles
financed with Federal assistance authorized under 49 U.S.C. chapter 53.
f. Neutrality in Labor Relations. To the extent permitted by law, the Grantee agrees to follow Executive
Order No. 13202, "Preservation of Open Competition and Government Neutrality Towards Government
Grantees' Labor Relations on Federal and Federally Funded Construction Projects," as amended by
Executive Order No. 13208, 41 U.S.C. § 251 note, which among other things provides that the Grantee
may neither impose requirements for nor prohibit affiliations with a labor organization (such as project
labor agreements) as a condition for award of any third party contract or subcontract for construction or
construction management services, except to the extent that the Federal Government determines otherwise
in writing.
Page 20 of 52
g. Federal Supply Schedules. State, local, or nonprofit Grantees may not use Federal Supply Schedules to
acquire federally assisted property or services except to the extent permitted by U.S. GSA, U.S. DOT,
FTA, or other Federal laws or regulations in accordance with applicable Federal directives or
determinations.
h. Force Account. The Grantee agrees that FTA may determine the extent to which Federal assistance may be
used to participate in force account costs.
FTA Technical Review. The Grantee agrees to permit FTA to review and approve the Grantee's technical
specifications and requirements to the extent FTA believes necessary to ensure proper Project
administration.
J.
Project ApprovallThird Party Contract Approval. Except to the extent the State determines otherwise in
writing, the Grantee agrees that the State's award of Federal assistance for the Project does not, by itself,
constitute pre -approval of any non-competitive third party contract associated with the Project.
k. Preference for Recycled Products. To the extent applicable, the Grantee agrees to comply with
U.S. Environmental Protection Agency (U.S. EPA), "Comprehensive Procurement Guidelines for Products
Containing Recovered Materials," 40 C.F.R. Part 247, which implements section 6002 of the Resource
Conservation and Recovery Act, as amended, 42 U.S.C. § 6962. Accordingly, the Grantee agrees to
provide a competitive preference for products and services that conserve natural resources, protect the
environment, and are energy efficient, except to the extent that the Federal Government determines
otherwise in writing.
I. Clean Air and Clean Water. The Grantee agrees to include in each third party contract or each subcontract
exceeding $100,000 adequate provisions to ensure that each Project participant will agree to
(1) Report the use of facilities placed on or likely to be placed on the U.S. Environmental Protection Agency
(U.S. EPA) "List of Violating Facilities,"
(2) Refrain from using any violating facilities,
(3) Report violations to FTA and the Regional U.S. EPA Office, and
(4) Comply with the inspection and other applicable requirements of:
(a) Section 306 of the Clean Air Act, as amended, 42 U.S.C. § 7414, and other applicable provisions of
the Clean Air Act, as amended, 42 U.S.C. §§ 7401 through 7671q; and
(b) Section 508 of the Clean Water Act, as amended, 33 U.S.C. § 1368, and other applicable
requirements of the Clean Water Act, as amended, 33 U.S.C. §§ 1251 through 1377.
m. National Intelligent Transportation Systems Architecture and Standards. To the extent applicable, the
Grantee agrees to conform to the National Intelligent Transportation Systems (ITS) Architecture and
Standards as required by SAFETEA-LU § 5307(c), 23 U.S.C. § 512 note, and comply follow the provisions
of FTA Notice, "FTA National ITS Architecture Policy on Transit Projects," 66 Fed. Reg. 1455 et seq.,
January 8, 2001, and any other implementing directives FTA may issue at a later date, except to the extent
FTA determines otherwise in writing.
n. Rolling Stock. In acquiring rolling stock, the Grantee agrees as follows:
(1) Method of Acquisition. In compliance with 49 U.S.C. § 5325(f), the Grantee agrees that any third
party contract award it makes for rolling stock will be based on initial capital costs, or on performance,
standardization, life cycle costs, and other factors, or on a competitive procurement process.
(2) Multi -year Options. In accordance with 49 U.S.C. § 5325(e)(1), a Grantee procuring rolling stock
financed with Federal assistance under 49 U.S.C. chapter 53 may not enter into a multi -year contract
with options, exceeding five (5) years after the date of the original contract, to purchase additional
rolling stock and replacement parts.
(3) Pre -Award and Post -Delivery Requirements. The Grantee agrees to comply with the requirements of
49 U.S.C. § 5323(m) and FTA regulations, "Pre -Award and Post -Delivery Audits of Rolling Stock
Page 21 of 52
Purchases," 49 C.F.R. Part 663 and, when promulgated, any amendments to those regulations. The
Grantee agrees to verify and complete the Post Delivery Certification Form once verification of Buy
America (if applicable), Purchaser's Requirements, and Federal Motor Vehicle Safety Standards
(FMVSS) have been provided by vendor. In addition, the Grantee agrees to submit Procurement
Authorization (Exhibit E) prior to procuring capital equipment and to complete Notice of
Acceptance/Non-Acceptance (Exhibit F) after delivery of capital equipment.
(4) Bus Testing. To the extent applicable, the Grantee agrees to comply with the requirements of
49 U.S.C. § 5318(e) and FTA regulations, "Bus Testing," 49 C.F.R. Part 665, and any amendments to
those regulations that may be promulgated.
o. Bonding. Except to the extent that FTA determines otherwise in writing, the Grantee agrees to comply
with the following bonding provisions, as applicable:
(1) Construction Activities. The Grantee agrees to provide bid guarantee, Contract performance, and
payment bonds to the extent determined adequate by FTA in writing, and follow any other construction
bonding provisions in FTA directives except to the extent that FTA determines otherwise in writing.
(2) Other Activities. The Grantee agrees to follow FTA guidance on bonding restrictions for projects not
involving construction, except to the extent that FTA determines otherwise in writing.
p
q•
Award to Other than the Lowest Bidder. In accordance with 49 U.S.C. § 5325(c), a Grantee may award a
third party contract to other than the lowest bidder, if the award furthers an objective (such as improved
long-term operating efficiency and lower long-term costs) consistent with the purposes of 49 U.S.C.
chapter 53, and any implementing Federal regulations or directives that FTA may issue, except to the
extent FTA determines otherwise in writing.
Award to Responsible Grantees. In compliance with 49 U.S.C. § 5325(j), the Grantee agrees to award third
party contracts only to those grantees possessing the ability to successfully perform under the terms of the
proposed procurement, and before awarding a third party contract, the Grantee agrees to consider:
(1) The the third party grantee's integrity,
(2) The third party grantee's compliance with public policy,
(3) The third party grantee's past performance, including the performance reported in Grantee
Performance Assessment Reports required by 49 U.S.C. § 5309(1)(2), if any, and
(4) The third party grantee's financial and technical resources.
r. Access to Third Party Contract Records. The Grantee agrees to require its third party grantees and third
party subgrantees, at each tier to provide to the U.S. Secretary of Transportation and the Comptroller
General of the United States or their duly authorized representatives, access to all third party contract
records to the extent required by 49 U.S.C. § 5325(g). The Grantee further agrees to require its third party
grantees and third party subgrantees, to provide sufficient access to third party procurement records as
needed for compliance with Federal laws and regulations or to assure proper Project management as
determined by FTA.
s. Electronic and Information Technology. When using Federal assistance to procure reports or information
for distribution to the State, among others, the Grantee agrees to include in its specifications a requirement
that the reports or information will be prepared using electronic or information technology capable of
assuring that the reports or information, when provided to the State, will meet the applicable accessibility
standards of section 508 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794d, and
U.S. ATBCB regulations, "Electronic and Information Technology Accessibility Standards," 36 C.F.R.
Part 1194.
t. Procurement Using State Price Agreement. The State may establish price agreements with vendors for the
purchase of certain vehicle types. If the Grantee is procuring a vehicle for which the State has executed a
price agreement, as set forth in Exhibit A, the Grantee agrees it will procure the vehicle from the vendor
Page 22 of 52
with whom the State has executed the appropriate price agreement, unless otherwise exempted by the State
in writing to the Grantee. When such price agreements are used, the State shall be responsible for ensuring
compliance with provisions A through S above.
19. LEASES
a. Capital Leases. To the extent applicable, the Grantee agrees to comply with FTA regulations, "Capital
Leases," 49 C.F.R. Part 639, and any revision thereto.
b. Leases Involving Certificates of Participation. The Grantee agrees to obtain FTA concurrence before
entering into any leasing arrangement involving the issuance of certificates of participation in connection
with the acquisition of any capital asset.
20. PATENT RIGHTS
a. General. If any invention, improvement, or discovery of the Grantee or of any Subgrantee, any third party
grantee or other participant at any tier of the Project is conceived or first actually reduced to practice in the
course of or under the Project, and that invention, improvement, or discovery is patentable under the laws
of the United States of America or any foreign country, the Grantee agrees to notify FTA or the State
immediately and provide a detailed report in a format satisfactory to FTA.
b. Federal Rights. The Grantee agrees that its rights and responsibilities, and those of each Subgrantee and
each third party grantee at any tier, pertaining to that invention, improvement, or discovery will be
determined in accordance with applicable Federal laws and regulations, including any waiver thereof.
Absent a determination in writing to the contrary by the Federal Government, the Grantee agrees to
transmit to FTA those rights due the Federal Government in any invention, improvement, or discovery
resulting from that third party contract, third party subcontract, or subcontract as specified in
U.S. Department of Commerce regulations, "Rights to Inventions Made by Nonprofit Organizations and
Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," 37 C.F.R.
Part 401 (implementing 35 U.S.C. §§ 200 et seq.), irrespective of the status of the Grantee, Subgrantee, or
third party grantee in the project (i.e., a large business, small business, State government, State
instrumentality, local government, Indian tribe, nonprofit organization, institution of higher education,
individual, etc.).
21. RIGHTS IN DATA AND COPYRIGHTS
a. Definition. The term "subject data," as used in this Section 21 of this Contract means recorded
information, whether or not copyrighted, that is delivered or specified to be delivered under the Contract
for the Project. Examples include, but are not limited to: computer software, standards, specifications,
engineering drawings and associated lists, process sheets, manuals, technical reports, catalog item
identifications, and related information. "Subject data" does not include financial reports, cost analyses, or
similar information used for Project administration.
b. General. The following restrictions apply to all subject data first produced in the performance of the
Contract for the Project:
(1) Except for its own internal use, the Grantee may not publish or reproduce subject data in whole or in
part, or in any manner or form, nor may the Grantee authorize others to do so, without the prior written
consent of the Federal Government, unless the Federal Government has previously released or
approved the release of such data to the public.
(2) The restrictions on publication of Subsection 21.b(1) of this Contract, however, do not apply to a
Contract with an institution of higher learning.
Page 23 of 52
c. Federal Rights in Data and Copyrights. The Grantee agrees to provide to the Federal Government a
royalty -free, non-exclusive and irrevocable license to reproduce, publish, or otherwise use, and to authorize
others to use, for Federal Government purposes the subject data described in this Subsection 21.c of this
Contract. As used herein, "for Federal Government purposes," means use only for the direct purposes of
the Federal Government. Without the copyright owner's consent, the Federal Government may not provide
or otherwise extend to other parties the Federal Government's license to:
(1) Any subject data developed under the Contract for the Project, subcontract or third party contract
supported with Federal assistance derived from the Contract for the Project, whether or not a copyright
has been obtained; and
(2) Any rights of copyright to which a Grantee, Subgrantee, or a third party grantee at any tier of the
Project purchases ownership with Federal assistance.
d. Hold Harmless. Except as prohibited or otherwise limited by State law or except to the extent that FTA
determines otherwise in writing, upon request by the Federal Government, the Grantee agrees to
indemnify, save, and hold harmless the Federal and State Government and its officers, agents, and
employees acting within the scope of their official duties against any liability, including costs and
expenses, resulting from any willful or intentional violation by the Grantee of proprietary rights,
copyrights, or right of privacy, arising out of the publication, translation, reproduction, delivery, use, or
disposition of any data furnished under the Project. The Grantee shall not be required to indemnify the
Federal or State Government for any such liability caused by the wrongful acts of Federal or State
employees or agents.
e. Restrictions on Access to Patent Rights. Nothing in Section 21 of this Contract pertaining to rights in data
shall either imply a license to the Federal Government under any patent or be construed to affect the scope
of any license or other right otherwise granted to the Federal Government under any patent.
f. Data Developed Without Federal Funding or Support. In connection with the Project, the Grantee may find
it necessary to provide data to FTA/the State developed without any Federal funding or support by the
Federal Government. The requirements of Subsections 21.b, 21.c, and 21.d of this Contract do not apply to
data developed without Federal funding or support, even though that data may have been used in
connection with the Project. Nevertheless, the Grantee understands and agrees that the Federal
Government will not be able to protect data from unauthorized disclosure unless that data is clearly marked
"Proprietary" or "Confidential."
g.
Requirements to Release Data. To the extent required by U.S. DOT regulations, "Uniform Administrative
Requirements for Grants and Agreements with Institutions of Higher Education, Hospitals, and Other
Non -Profit Organizations," at 49 C.F.R. § 19.36(d), or subsequent Federal laws or regulations, the Grantee
understands and agrees that the data and information it submits to the Federal Government may be required
to be released in accordance with the Freedom of Information Act (or another Federal law providing access
to such records).
22. USE OF REAL PROPERTY, EQUIPMENT, AND SUPPLIES
The Grantee understands and agrees that the Federal Government retains a Federal interest in any real property,
equipment, and supplies financed with Federal assistance (Project property) until, and to the extent, that the
Federal Government relinquishes its Federal interest in that Project property. With respect to any Project
property financed with Federal assistance under the Contract, the Grantee agrees to comply with the following
provisions of this Contract except to the extent FTA determines otherwise in writing:
a. Use of Project Property. The Grantee agrees to maintain continuing control of the use of Project property
to the extent satisfactory to FTA. The Grantee agrees to use Project property for appropriate Project
purposes (which may include joint development purposes that generate program income, both during and
after the award period and used to support public transportation activities) for the duration of the useful life
Page 24 of 52
of that property, as required by FTA. Should the Grantee unreasonably delay or fail to use Project property
during the useful life of that property, the Grantee agrees that it may be required to return the entire amount
of the Federal assistance expended on that property. The Grantee further agrees to notify FTA or the State
immediately when any Project property is withdrawn from Project use or when any Project property is used
in a manner substantially different from the representations the Grantee has made in its Application or in
the Project Description for the Contract for the Project.
b. General. A Grantee that is a State, local, or Indian tribal government agrees to comply with the property
management standards of 49 C.F.R. §§ 18.31 through 18.34, including any amendments thereto, and with
other applicable Federal regulations and directives. A Grantee that is an institution of higher education or
private nonprofit entity, agrees to comply with the property management standards of 49 C.F.R. §§ 19.30
through 19.37, including any amendments thereto, and with other applicable Federal regulations and
directives. Any exception to the requirements of 49 C.F.R. §§ 18.31 through 18.34, or the requirements of
49 C.F.R. §§ 19.30 through 19.37, requires the express approval of the Federal Government in writing. A
Grantee that is a for-profit entity agrees to comply with property management standards satisfactory to
FTA. The Grantee also agrees to comply with FTA's reimbursement requirements for premature
dispositions of certain Project equipment, as set forth in Subsection 22.g of this Contract.
c. Maintenance. The Grantee agrees to maintain Project property in good operating order, in compliance with
any applicable Federal laws and regulations in accordance with applicable Federal directives, except to the
extent that FTA determines otherwise in writing.
d. Records. The Grantee agrees to keep satisfactory records pertaining to the use of Project property, and
submit to the State upon request such information as may be required to assure compliance with this
Section 22 of this Contract.
e. Incidental Use. The Grantee agrees that:
(1) General. Any incidental use of Project property will not exceed that permitted under applicable
Federal laws or regulations, in accordance with applicable Federal directives.
(2) Alternative Fueling Facilities. In accordance with 49 U.S.C. § 5323(p), any incidental use of its
federally financed alternative fueling facilities and equipment by nontransit public entities and private
entities will be permitted, only if the:
(a) The incidental use does not interfere with the Grantee's Project or public transportation operations;
(b) The Grantee fully recaptures all costs related to the incidental use from the nontransit public entity
or private entity;
(c) The Grantee uses revenues received from the incidental use in excess of costs for planning, capital,
and operating expenses that are incurred in providing public transportation; and
(d) Private entities pay all applicable excise taxes on fuel.
f. Encumbrance of Project Property. Unless FTA approves otherwise in writing, the Grantee agrees to
maintain satisfactory continuing control of Project property as follows:
(1) Written Transactions. Absent the express consent of the Federal Government, the Grantee agrees that
it will not execute any transfer of title, lease, lien, pledge, mortgage, encumbrance, third party contract,
subcontract, grant anticipation note, alienation, innovative finance arrangement (such as a cross border
lease, leveraged lease, or otherwise), or any other obligation pertaining to Project property, that in any
way would affect the continuing Federal interest in that Project property.
(2) Oral Transactions. Absent the express consent of the Federal Government, the Grantee agrees that it
will not obligate itself to any third party with respect to Project property in any manner that would
adversely affect the continuing Federal interest in any Project property.
(3) Other Actions. The Grantee agrees that it will not take any action that would either adversely affect the
Federal interest or adversely impair the Grantee's continuing control of the use of Project property.
Page 25 of 52
g.
Transfer of Project Property. The Grantee understands and agrees as follows:
(1) Grantee Request. The Grantee may transfer any Project property financed with Federal assistance
authorized under 49 U.S.C. chapter 53 to a local government authority to be used for any public
purpose with no further obligation to the Federal Government, provided the transfer is approved by the
Federal Transit Administrator and conforms with the requirements of 49 U.S.C. §§ 5334(h)(1) through
5334(h)(3).
(2) Federal Government Direction. The Grantee agrees that the Federal Government may direct the
disposition of, and even require the Grantee to transfer, title to any Project property financed with
Federal assistance awarded under the Contract.
(3) Leasing Project Property to Another Party. Unless FTA has determined or determines otherwise in
writing, if the Grantee leases any Project property to another party, the Grantee agrees to retain
ownership of the leased Project property, and assures that the lessee will use the Project property
appropriately, either through a written lease between the Grantee and lessee, or another similar
document. Upon request by FTA, the Grantee agrees to provide a copy of any relevant documents.
h. Disposition of Project Property. With prior FTA approval, the Grantee may sell, transfer, or lease Project
property and use the proceeds to reduce the gross project cost of other eligible capital public transportation
projects to the extent permitted by 49 U.S.C. § 5334(h)(4). The Grantee also agrees that FTA may
establish the useful life of Project property, and that it will use Project property continuously and
appropriately throughout the useful life of that property. The Grantee shall comply with the provisions of
the Security Agreement set forth in Exhibit D.
(1) Project Property Whose Useful Life Has Expired. When the useful life of Project property has
expired, the Grantee agrees to comply with FTA's disposition requirements.
(2) Project Property Prematurely Withdrawn from Use. For Project property withdrawn from appropriate
use before its useful life has expired, the Grantee agrees as follows:
(a) Notification Requirement. The Grantee agrees to have the State notify FTA on behalf of the
Grantee immediately when any Project property is prematurely withdrawn from appropriate use,
whether by planned withdrawal, misuse, or casualty loss.
(b) Calculating the Fair Market Value of Prematurely Withdrawn Project Property. The Grantee
agrees that the Federal Government retains a Federal interest in the fair market value of Project
property prematurely withdrawn from appropriate use. The amount of the Federal interest in the
Project property shall be determined on the basis of the ratio of the Federal assistance made
available for the property to the actual cost of the property. The Grantee agrees that the fair
market value of Project property prematurely withdrawn from use will be calculated as follows:
1. Equipment and Supplies. Unless otherwise determined in writing by FTA, the Grantee
agrees that the fair market value of Project equipment and supplies shall be calculated by
straight-line depreciation, based on the useful life of the equipment or supplies as established
or approved by FTA. The fair market value of Project equipment and supplies shall be the
value immediately before the occurrence prompting the withdrawal of the equipment or
supplies from appropriate use. In the case of Project equipment or supplies lost or damaged
by fire, casualty, or natural disaster, the fair market value shall be calculated on the basis of
the condition of the equipment or supplies immediately before the fire, casualty, or natural
disaster, irrespective of the extent of insurance coverage. As authorized by 49 C.F.R.
§ 18.32(b), a State may use its own disposition procedures, provided that those procedures
comply with the laws of that State.
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2. Real Property. The Grantee agrees that the fair market value of real property financed under
the Project shall be determined by FTA either on the basis of competent appraisal based on
an appropriate date approved by FTA, as provided by 49 C.F.R. Part 24, by straight line
depreciation of improvements to real property coupled with the value of the land as
determined by FTA on the basis of appraisal, or other Federal law or regulations that may be
applicable.
3. Exceptional Circumstances. The Grantee agrees that the Federal Government may require
the use of another method to determine the fair market value of Project property. In unusual
circumstances, the Grantee may request that another reasonable method including, but not
limited to, accelerated depreciation, comparable sales, or established market values. In
determining whether to approve such a request, the Federal Government may consider any
action taken, omission made, or unfortunate occurrence suffered by the Grantee pertaining to
the preservation of Project property no longer used for appropriate purposes.
(c) Financial Obligations to the Federal Government. Unless otherwise approved in writing by the
Federal Government, the Grantee agrees to remit to the Federal Government the Federal interest
in the fair market value of any Project property prematurely withdrawn from appropriate use. In
the case of fire, casualty, or natural disaster, the Grantee may fulfill its obligations to remit the
Federal interest by either:
1. Investing an amount equal to the remaining Federal interest in like -kind property that is
eligible for assistance within the scope of the Project that provided Federal assistance for the
property that has been prematurely withdrawn from use; or
2. Returning to the Federal Government an amount equal to the remaining Federal interest in the
withdrawn Project property.
i. Insurance Proceeds. If the Grantee receives insurance proceeds as a result of damage or destruction to the
Project property, the Grantee agrees to:
(1) Apply those insurance proceeds to the cost of replacing the damaged or destroyed Project property
taken out of service, or
(2) Return to the Federal Government an amount equal to the remaining Federal interest in the damaged or
destroyed Project property.
J
Transportation - Hazardous Materials. The Grantee agrees to comply with applicable requirements of
U.S. Pipeline and Hazardous Materials Safety Administration regulations, "Shippers - General
Requirements for Shipments and Packagings," 49 C.F.R. Part 173, in connection with the transportation of
any hazardous materials.
k. Misused or Damaged Project Property. If any damage to Project property results from abuse or misuse
occurring with the Grantee's knowledge and consent, the Grantee agrees to restore the Project property to
its original condition or refund the value of the Federal interest in that property, as the Federal Government
may require.
I. Responsibilities After Project Closeout. The Grantee agrees that Project closeout will not change the
Grantee's Project property management responsibilities as stated in Section 22 of this Contract, and as may
be set forth in Federal laws, regulations, and directives, except to the extent the Federal Government
determines otherwise in writing.
23. INSURANCE
In addition to other insurance requirements that may apply, the Grantee agrees as follows:
Page 27 of 52
a. Minimum Requirements. At a minimum, the Grantee agrees to comply with the insurance requirements
normally imposed by its State and local laws, regulations, and ordinances, except to the extent that the
Federal Government determines otherwise in writing.
1. The Grantee shall obtain, and maintain at all times during the term of this Contract, and to require
Subgrantees to carry, insurance in the following kinds and amounts:
a) Standard Worker's Compensation and Employer Liability as required by State statute, including
occupational disease, covering all employee on or off the work site, acting within the course of their
employment.
b) General, Personal Injury, and Automobile Liability (including bodily injury, personal injury, and
property damage) minimum coverage:
i) Combined single limit of $1,000,000 if written on an occurrence basis.
ii) Any aggregate limit will not be less than $1,000,000.
iii) Combined single limit of $1,000,000 for policies written on a claims -made basis. The
policy shall include an endorsement, certificate, or other evidence that coverage extends
two years beyond the performance period of the agreement.
iv) If any aggregate limits are reduced below $1,000,000 because of the claims made or
paid during the required policy period, the Grantee shall immediately obtain additional
insurance to restore the full aggregate limit and furnish a certificate or other document
showing compliance with this provision.
2. The State of Colorado shall be named as additional insured on all liability policies.
3. The insurance shall include provisions preventing cancellation without 60 days prior notice to the State
by certified mail.
4. The Grantee shall provide certificates showing adequate insurance coverage to the State within seven
working days of award or contract execution, unless otherwise provided.
5. If the Grantee is a "public entity" within the meaning of the Colorado Governmental Immunity Act,
CRS 24-10-101, et seq. ("Act"), the Grantee shall at all times during the term of this agreement
maintain such liability insurance, by commercial policy or self-insurance, as is necessary to meet its
liabilities under the Act. Upon request by the State, the Grantee shall show proof of such insurance.
6. Proof of insurance is also required where appropriate the Grantee agrees to comply with the flood
insurance purchase requirements of section 102(a) of the Flood Disaster Protection Act of 1973, 42
U.S.C. Section 4012(a), with respect to any Project activity involving construction or acquisition.
24. REAL PROPERTY
For real property acquired with Federal assistance, the Grantee agrees as follows:
a. Land Acquisition. The Grantee agrees to comply with 49 U.S.C. § 5324(a), which requires compliance
with the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended,
42 U.S.C. §§ 4601 et seq.; and with U.S. DOT regulations, "Uniform Relocation Assistance and Real
Property Acquisition for Federal and Federally Assisted Programs," 49 C.F.R. Part 24. These requirements
apply to all interests in real property acquired for Project purposes regardless of Federal participation in the
cost of that real property.
b. Covenant Assuring Nondiscrimination. The Grantee agrees to include a covenant in the title of the real
property acquired for the Project to assure nondiscrimination during the useful life of the Project.
c. Recording Title to Real Property. To the extent required by FTA, the Grantee agrees to record the Federal
interest in title to real property used in connection with the Project.
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d. FTA Approval of Changes in Real Property Ownership. The Grantee agrees that it will not dispose of,
modify the use of, or change the terms of the real property title or any other interest in the site and facilities
used in the Project without permission and instructions from FTA.
25. EMPLOYEE PROTECTIONS
a. Construction Activities. The Grantee agrees to comply, and assures the compliance of each third party
grantee and each Subgrantee at any tier of the Project, with the following laws and regulations providing
protections for construction employees:
(1) Davis -Bacon Act, as amended, 40 U.S.C. §§ 3141 et seq., pursuant to FTA enabling legislation
requiring compliance with the Davis -Bacon Act, 49 U.S.C. § 5333(a), and implementing U.S. DOL
regulations, "Labor Standards Provisions Applicable to Contracts Governing Federally Financed and
Assisted Construction (also Labor Standards Provisions Applicable to Nonconstruction Contracts
Subject to the Contract Work Hours and Safety Standards Act)," 29 C.F.R. Part 5;
(2) Contract Work Hours and Safety Standards Act, as amended 40 U.S.C. §§ 3701 et seq., specifically,
the wage and hour requirements of section 102 of that Act at 40 U.S.C. § 3702, and implementing
U.S. DOL regulations, "Labor Standards Provisions Applicable to Contracts Governing Federally
Financed and Assisted Construction (also Labor Standards Provisions Applicable to Nonconstruction
Contracts Subject to the Contract Work Hours and Safety Standards Act)," 29 C.F.R. Part 5; and the
safety requirements of section 107 of that Act at 40 U.S.C. § 3704, and implementing U.S. DOL
regulations, "Safety and Health Regulations for Construction," 29 C.F.R. Part 1926; and
(3) Copeland "Anti -Kickback" Act, as amended 18 U.S.C. § 874, and implementing U.S. DOL
regulations, "Grantees and Subgrantees on Public Building or Public Work Financed in Whole or in
part by Loans or Grants from the United States," 29 C.F.R. Part 3.
b. Activities Not Involving Construction. The Grantee agrees to comply, and assures the compliance of each
third party grantee and each Subgrantee at any tier of the Project, with the employee protection
requirements for nonconstruction employees of the Contract Work Hours and Safety Standards Act, as
amended, 40 U.S.C. §§ 3701 et seq., in particular with the wage and hour requirements of section 102 of
that Act at 40 U.S.C. § 3702, and with U.S. DOL regulations, "Labor Standards Provisions Applicable to
Contracts Governing Federally Financed and Assisted Construction (also Labor Standards Provisions
Applicable to Nonconstruction Contracts Subject to the Contract Work Hours and Safety Standards Act),"
29 C.F.R. Part 5.
c. Activities Involving Commerce. The Grantee agrees that the Fair Labor Standards Act, 29 U.S.C. §§ 201
et seq., applies to employees performing Project work involving commerce.
d. Public Transportation Employee Protective Arrangements. If the Contract for the Project indicates that
public transportation employee protective arrangements required by U.S. DOL apply to public
transportation operations performed in connection with the Project, the Grantee agrees to comply with the
applicable requirements for its Project as follows:
(I) Standard Public Transportation Employee Protective Arrangements. To the extent that the Project
involves public transportation operations and as required by Federal law, the Grantee agrees to
implement the Project in accordance with the terms and conditions that the U.S. Secretary of Labor has
determined to be fair and equitable to protect the interests of any employees affected by the Project and
that comply with the requirements of 49 U.S.C. § 5333(b), and with the U.S. DOL guidelines,
"Section 5333(b), Federal Transit Law," 29 C.F.R. Part 215 and any amendments thereto. These terms
and conditions are identified in U.S. DOL's certification of public transportation employee protective
arrangements to FTA, the date of which appears in the Contract for the Project. The Grantee agrees to
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implement the Project in accordance with the conditions stated in that U.S. DOL certification. That
certification and any documents cited therein are incorporated by reference and made part of the
Contract for the Project. The requirements of this Subsection 21.d(1) of this Contract do not apply to
Projects for elderly individuals or individuals with disabilities authorized by 49 U.S.C. § 5310(a)(2) or
subsection 3012(b) of SAFETEA-LU, Projects for nonurbanized areas authorized by 49 U.S.C. § 5311;
separator Projects for the over -the -road bus accessibility program authorized by section 3038 of TEA -
21, as amended by section 3039 of SAFETEA-LU, 49 U.S.C. § 5310 note. Separate requirements for
those Projects are contained in Subsections 24.d(2) and), (3), respectively, of this Contract.
[Amendments to U.S. DOL guidelines, "Section 5333(b), Federal Transit Law," 29 C.F.R. Part 215,
were published at 73 Fed. Reg. 47046 et seq., August 13, 2008.].
(2) Public Transportation Employee Protective Arrangements for Elderly Individuals and Individuals with
Disabilities for the Elderly Individuals and Individuals with Disabilities Formula Program and Pilot
Program. To the extent that the U.S. Secretary of Transportation has determined or determines in the
future that employee protective arrangements required by 49 U.S.C. § 5333(b) are necessary or
appropriate for a governmental authority Subgrantee participating a Project authorized by 49 U.S.C.
§ 5310(b)(2) or subsection 3012(b) of SAFETEA-LU, 49 U.S.C. § 5310 note, the Grantee agrees to
carry out the Project in compliance with the terms and conditions determined by the U.S. Secretary of
Labor necessary to comply with the requirements of 49 U.S.C. § 5333(b), and the U.S. DOL
guidelines, "Section 5333(b), Federal Transit Law," at 29 C.F.R. Part 215, and any amendments
thereto. These terms and conditions are identified in the U.S. DOL's certification of public
transportation employee protective arrangements to FTA, the date of which appears in the Grant
Agreement. The Grantee agrees to implement the Project in compliance with the conditions stated in
that U.S. DOL certification. That U.S. DOL certification and any documents cited therein are
incorporated by reference and made part of the Grant Agreement.
(3) Public Transportation Employee Protective Arrangements for Projects in Nonurbanized Areas
Authorized by 49 U.S.C. § 5311. The Grantee agrees to comply with the terms and conditions of the
Special Warranty for the Nonurbanized Area Program that is most current as of the date of execution of
the Grant Agreement or Cooperative Agreement for the Project, and any alternative comparable
arrangements specified by U.S. DOL for application to the Recipient's project, in accordance with U.S.
DOL guidelines, "Section 5333(b), Federal Transit Law," 29 C.F.R. Part 215, and any revisions
thereto. [New amendments to U.S. DOL guidelines, "Section 5333(b), Federal Transit Law," 29
C.F.R. Part 215, were published at 73 Fed. Reg. 47046 et seq., August 13, 2008.]
26. ENVIRONMENTAL PROTECTIONS
The Grantee recognizes that many Federal and State laws imposing environmental and resource conservation
requirements may apply to the Project. Some, but not all, of the major Federal laws that may affect the Project
include: the National Environmental Policy Act of 1969, as amended, 42 U.S.C. §§ 4321 through 4335; the
Clean Air Act, as amended, 42 U.S.C. §§ 7401 through7671 q and scattered sections of Title 29, United States
Code; the Clean Water Act, as amended, 33 U.S.C. §§ 1251 through 1377; the Resource Conservation and
Recovery Act, as amended, 42 U.S.C. §§ 6901 through 6992k; the Comprehensive Environmental Response,
Compensation, and Liability Act, as amended, 42 U.S.C. §§ 9601 through 9675, as well as environmental
provisions within Title 23, United States Code, and 49 U.S.C. chapter 53. The Grantee also recognizes that
U.S. EPA, FHWA and other Federal agencies have issued, and are expected to issue, Federal regulations and
directives that may affect the Project. Thus, the Grantee agrees to comply, and assures the compliance of each
Subgrantee and each third party grantee, with any applicable Federal laws, regulations and directives in effect
now or become effective in the future, except to the extent the Federal Government determines otherwise in
writing. Listed below are environmental provisions of particular concern to FTA, the State and the Grantee.
The Grantee understands and agrees that those laws and regulations, and directives may not constitute the
Grantee's entire obligation to meet all Federal environmental and resource conservation requirements.
Page 30 of 52
a. National Environmental Policy. Federal assistance is contingent upon the Grantee's facilitating FTA's
compliance with all applicable requirements and implementing regulations of the National Environmental
Policy Act of 1969, as amended, (NEPA) 42 U.S.C. §§ 4321 through 4335 (as restricted by 42 U.S.C.
§ 5159, if applicable); Executive Order No. 11514, as amended, "Protection and Enhancement of
Environmental Quality," 42 U.S.C. § 4321 note; FTA statutory requirements at 49 U.S.C. § 5324(b);
U.S. Council on Environmental Quality regulations pertaining to compliance with NEPA, 40 C.F.R.
Parts 1500 through 1508; and joint FHWA/FTA regulations, "Environmental Impact and Related
Procedures," 23 C.F.R. Part 771 and 49 C.F.R. Part 622, and Federal environmental protection regulations
that may be promulgated at a later date. The Grantee agrees to comply with 23 U.S.C. §§ 139 and 326 as
applicable, and implement those requirements in accordance with the provisions of joint FHWA/FTA final
guidance, "SAFETEA-LU Environmental Review Process (Public Law 109-59)," 71 Fed. Reg. 66576 et
seq., November 15, 2006, and any subsequent applicable Federal directives that may be issued at a later
date, except to the extent that FTA determines otherwise in writing.
b. Air Quality. Except to the extent the Federal Government determines otherwise in writing, the Grantee
agrees to comply with all applicable Federal laws and regulations in accordance with applicable Federal
directives implementing the Clean Air Act, as amended, 42 U.S.C. §§ 7401 through 7671q. Specifically:
(1) The Grantee agrees to comply with the applicable requirements of section 176(c) of the Clean Air Act,
42 U.S.C. § 7506(c), consistent with the joint FHWA/FTA document, "interim Guidance for
Implementing Key SAFETEA-LU Provisions on Planning, Environment, and Air Quality for Joint
FHWA/h _ I A Authorities," dated September 2, 2005, and in accordance with any applicable Federal
directives that may be issued at a later date; to comply with U.S. EPA regulations, "Conformity to State
or Federal Implementation Plans of Transportation Plans, Programs, and Projects Developed, Funded
or Approved Under Title 23 US.C. or the Federal Transit Act," 40 C.F.R. Part 51, Subpart T; and
"Determining Conformity of Federal Actions to State or Federal Implementation Plans," 40 C.F.R.
Part 93, and any subsequent Federal conformity regulations that may be promulgated. To support the
requisite air quality conformity finding for the Project, the Grantee agrees to implement each air
quality mitigation or control measure incorporated in the Project. The Grantee further agrees that any
Project identified in an applicable State Implementation Plan (SIP) as a Transportation Control
Measure will be wholly consistent with the design concept and scope of the Project described in the
SIP.
(2) U.S. EPA also imposes requirements implementing the Clean Air Act, as amended, which may apply
to public transportation operators, particularly operators of large public transportation bus fleets.
Accordingly, the Grantee agrees to comply with the following U.S. EPA regulations to the extent they
apply to the Project: "Control of Air Pollution from Mobile Sources," 40 C.F.R. Part 85; "Control of
Air Pollution from New and In -Use Motor Vehicles and New and In -Use Motor Vehicle Engines,"
40 C.F.R. Part 86; and "Fuel Economy of Motor Vehicles," 40 C.F.R. Part 600.
(3) The Grantee agrees to comply with the notice of violating facility provisions of Section 306 of the
Clean Air Act, as amended, 42 U.S.C. § 7414, and facilitate compliance with Executive Order
No. 11738, "Administration of the Clean Air Act and the Federal Water Pollution Control Act with
Respect to Federal Contracts, Grants, or Loans," 42 U.S.C. § 7606 note.
c. Clean Water. Except to the extent the Federal Govemment determines otherwise in writing, the Grantee
agrees to comply with all applicable Federal laws and regulations accordance with applicable Federal
directives implementing the Clean Water Act, as amended, 33 U.S.C. §§ 1251 through 1377. Specifically:
(1) The Grantee agrees to protect underground sources of drinking water consistent with the provisions of
the Safe Drinking Water Act of 1974, as amended, 42 U.S.C. §§ 300f through 300j-6.
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(2) The Grantee agrees to comply with the notice of violating facility provisions of Section 508 of the
Clean Water Act, as amended, 33 U.S.C. § 1368, and facilitate compliance with Executive Order
No. 11738, "Administration of the Clean Air Act and the Federal Water Pollution Control Act with
Respect to Federal Contracts, Grants, or Loans," 42 U.S.C. § 7606 note.
d. Wild and Scenic Rivers. The Grantee agrees to comply with applicable provisions of the Wild and Scenic
Rivers Act of 1968, as amended, 16 U.S.C. §§ 1271 through 1287, relating to protecting components of the
national wild and scenic rivers system; and to the extent applicable, with U.S. Forest Service regulations,
"Wild and Scenic Rivers," 36 C.F.R. Part 297, and with U.S. Bureau of Land Management regulations,
"Management Areas," 43 C.F.R. Part 8350.
e. Endangered Species and Fisheries Conservation. The Grantee agrees to comply with protections for
endangered species the Endangered Species Act of 1973, as amended, 16 U.S.C. §§ 1531 through 1544,
and the Magnuson Stevens Fisheries Conservation Act, as amended, 16 U.S.C. §§ 1801 et seq.
f. Historic Preservation.
(1) The Grantee agrees that in implementing its Project, it will not use any land from a historic site that is
on or eligible for inclusion on the National Register of Historic Places, unless the Federal Government
makes the findings required by 49 U.S.C. § 303.
(2) The Grantee agrees to encourage compliance with the Federal historic and archaeological preservation
requirements of section 106 of the National Historic Preservation Act, as amended, 16 U.S.C. § 470f;
Executive Order No. 11593, "Protection and Enhancement of the Cultural Environment," 16 U.S.C.
§ 470 note; and the Archaeological and Historic Preservation Act of 1974, as amended, 16 U.S.C.
§§ 469a through 469c, as follows:
(a) In accordance with U.S. Advisory Council on Historic Preservation regulations, "Protection of Historic
and Cultural Properties," 36 C.F.R. Part 800, the Grantee agrees to consult with the State Historic
Preservation Officer concerning investigations to identify properties and resources included or eligible
for inclusion in the National Register of Historic Places that may be affected by the Project, and agrees
to notify FTA of affected properties.
(b) The Grantee agrees to comply with all applicable Federal regulations and directives to avoid or
mitigate adverse effects on those historic properties, except to the extent the Federal Government
determines otherwise in writing.
g.
Indian Sacred Sites. The Grantee agrees to facilitate compliance with the preservation of places and
objects of religious importance to American Indians, Eskimos, Aleuts, and Native Hawaiians, pursuant to
the American Indian Religious Freedom Act, 42 U.S.C. § 1996, and with Executive Order No. 13007,
"Indian Sacred Sites," 42 U.S.C. § 1996 note, except to the extent that the Federal Government determines
otherwise in writing.
27. ENERGY CONSERVATION
The Grantee agrees to comply with any mandatory energy efficiency standards and policies of applicable State
energy conservation plans issued in accordance with the Energy Policy and Conservation Act, as amended,
42 U.S.C. §§ 6321 et seq. except to the extent that the Federal Government determines otherwise in writing.
To the extent applicable, the Grantee agrees to perform an energy assessment for any building constructed,
reconstructed, or modified with FTA assistance, as provided in FTA regulations, "Requirements for Energy
Assessments," 49 C.F.R. Part 622, Subpart C.
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28. CHARTER SERVICE OPERATIONS
The Grantee agrees that neither it nor any public transportation operator performing Work in connection with a
Project financed under 49 U.S.C. chapter 53 or under 23 U.S.C. §§ 133 or 142 will engage in charter service
operations, except as authorized by 49 U.S.C. § 5323(d) and FTA regulations, "Charter Service," 49 C.F.R.
Part 604, and any Charter Service regulations or FTA directives that may be issued, except to the extent that
FTA determines otherwise in writing. Any charter service agreement required by FTA regulations is
incorporated by reference and made part of the Contract for the Project. The Grantee understands and agrees
that in addition to any remedy specified in the charter service agreement, if a pattern of violations of that
agreement is found, the violator will be barred from receiving Federal transit assistance in an amount to be
determined by FTA or U.S. DOT.
29. SCHOOL TRANSPORTATION OPERATIONS
The Grantee agrees that neither it nor any public transportation operator performing Work in connection with a
Project financed under 49 U.S.C. chapter 53, or under 23 U.S.C. §§ 133 or 142 will engage in school
transportation operations for the transportation of students or school personnel exclusively in competition with
private school transportation operators, except as authorized by 49 U.S.C. §§ 5323(f) or (g), as applicable, and
FTA regulations, "School Bus Operations," 49 C.F.R. Part 605, and any subsequent School Transportation
Operations regulations or FTA directives that may be issued, except to the extent that FTA determines
otherwise in writing. Any school transportation operations agreement required by FTA regulations is
incorporated by reference and made part of the Contract for the Project. The Grantee understands and agrees
that if it or an operator violates that school transportation operations agreement, the violator will be barred from
receiving Federal transit assistance in an amount FTA considers appropriate.
30. METRIC SYSTEM
To the extent U.S. DOT or FTA directs, the Grantee agrees to use the metric system of measurement in its
Project activities, in accordance with the Metric Conversion Act, as amended by the Omnibus Trade and
Competitiveness Act, 15 U.S.C. §§ 205a et seq.; Executive Order No. 12770, "Metric Usage in Federal
Government Programs," 15 U.S.C. § 205a note; and U.S. DOT or FTA regulations and directives. As
practicable and feasible, the Grantee agrees to accept products and services with dimensions expressed in the
metric system of measurement.
31. SUBSTANCE ABUSE
To the extent applicable, the Grantee agrees to comply with the following Federal regulations:
a. Drug -Free Workplace. U.S. DOT regulations, "Government wide Requirements for Drug -Free
Workplace (Financial Assistance), 49 C.F.R. Part 32, that implement the Drug -Free Workplace Act of
1988, 41 U.S.C. §§ 701 et seq.
b. Alcohol Misuse and Prohibited Drug Use. FTA regulations, "Prevention of Alcohol Misuse and Prohibited
Drug Use in Transit Operations," 49 C.F.R. Part 655, that implement 49 U.S.C. § 5331.
32. FEDERAL "$1 COIN" REQUIREMENTS
To the extent required by the Federal Government, the Grantee agrees to comply with the provisions of Section
104 of the Presidential $1 Coin Act of 2005, 31 U.S.C. § 5112(p), in that the Grantee's property requiring the
use of coins or currency will be fully capable of accepting and dispensing $1 coins in connection with that use.
Page 33 of 52
The Grantee also agrees to display signs and notices denoting the capability of its equipment and facilities on
the premises where coins or currency are accepted or dispensed, including on each vending machine.
33. SEAT BELT USE
In accordance with Executive Order No. 13043, "Increasing Seat Belt Use in the United States," April 16,
1997, 23 U.S.C. § 402 note, the Grantee is encouraged to adopt and promote on-the-job seat belt use policies
and programs for its employees and other personnel that operate company -owned, rented, or
personally operated vehicles, and to include this provision in any third party contracts, third party subcontracts,
or subcontracts involving the Project.
34. PROTECTION OF SENSITIVE SECURITY INFORMATION
To the extent applicable, the Grantee agrees to comply with 49 U.S.C. § 40119(b) and implementing U.S. DOT
regulations, "Protection of Sensitive Security Information," 49 C.F.R. Part 15, and with 49 U.S.C. § 114(s) and
implementing Department of Homeland Security, Transportation Security Administration regulations,
"Protection of Sensitive Security Information," 49 C.F.R. Part 1520.
35. DISPUTES, BREACHES, DEFAULTS, OR OTHER LITIGATION
The Grantee agrees that FTA has a vested interest in the settlement of any dispute, breach, default, or litigation
involving the Project. Accordingly:
a. Notification to FTA. The Grantee agrees to notify FTA in writing of any current or prospective major
dispute, breach, default, or litigation that may affect the Federal Government's interests in the Project or the
Federal Government's administration or enforcement of Federal laws or regulations. If the Grantee seeks to
name the Federal Government as a party to litigation for any reason, in any forum, the Grantee agrees to
inform FTA in writing before doing so. Each notice to FTA under this Section shall be sent, at a minimum,
to the FTA Regional Counsel within whose Region the grantee operates its public transportation system or
implements the Project.
b. Federal Interest in Recovery. The Federal Government retains the right to a proportionate share, based on
the percentage of the Federal share awarded for the Project, of proceeds derived from any third party
recovery, except that the Grantee may return any liquidated damages recovered to its Project Account in
lieu of returning the Federal share to the Federal Government.
c. Enforcement. The Grantee agrees to pursue all legal rights provided within any third party contract.
d. FTA Concurrence. FTA reserves the right to concur in any compromise or settlement of any claim
involving the Project and the Grantee.
e. Alternative Dispute Resolution. FTA encourages the Grantee to use alternative dispute resolution
procedures, as may be appropriate.
36. SPECIAL PROVISIONS FOR THE NONURBANIZED AREA FORMULA PROGRAM
The Grantee agrees that the following provisions apply to Nonurbanized Area Formula Program assistance
administered by States and authorized under 49 U.S.C. § 5311(b), and agrees to comply with the requirements
thereof, except to the extent FTA determines otherwise in writing:
a. Provisions Applicable to States.
(1) State Procedures. The Grantee agrees to administer each Project in accordance with 49 U.S.C.
§ 5311(b) and other applicable provisions of 49 U.S.C. § 5311. Except to the extent that FTA
Page 34 of 52
determines otherwise in writing, the Grantee agrees to follow the provisions of the most recent edition
of ETA Circular 9040.1F, "Nonurbanized Area Formula Program Guidance and Grant Application
Instructions," including any revisions thereto, and other applicable FTA comply with Federal laws, and
regulations, and directives that apply to the Projects.
(2) Participation of Subgrantees. The Grantee agrees to enter into a written agreement with each
Subgrantee participating in a Nonurbanized Area Formula Project, that sets forth the Subgrantee's
responsibilities, and includes appropriate clauses imposing requirements necessary to assure that the
Subgrantee will not compromise the Grantee's compliance with Federal requirements applicable to the
Project and the Grantee's obligations under its Contract.
(3) Eligible Project Activities. Federal assistance provided for the Grant Agreement and subagreements
may be used for public transportation Projects in areas other than urbanized areas. Projects financed
with Federal assistance transferred from other Federal programs must be eligible for Federal assistance
authorized under 49 U.S.C. § 5311(b). Those Projects may include purchase of service agreements
with private providers of public transportation service, as well as capital assistance, operating
assistance, and meal delivery service, to the extent permitted by 49 U.S.C. § 5310(g).
(4) Transfer of Project Property. In addition to 49 U.S.C. § 5334(h), which authorizes the Grantee to
transfer Project facilities and equipment, 49 U.S.C. § 5311(h) also authorizes the Grantee to transfer
Project property acquired with Federal assistance authorized under 49 U.S.C. § 5311 to any entity
eligible to receive Federal assistance authorized under 49 U.S.C. chapter 53, provided that the
Subgrantee currently in possession of the Project property consents to the transfer, and the transferred
Project property will continue to be used in accordance with the requirements of 49 U.S.C. § 5311.
(5) Intercity Transportation. The Grantee agrees to spend a minimum of at least fifteen (15) percent of its
Federal assistance authorized under 49 U.S.C. § 5311(f) each fiscal year for intercity transportation
Projects, unless the chief executive officer of the State or his or her duly authorized designee has
certified to FTA that the intercity bus service needs within the State are being adequately fulfilled.
(6) Reporting Requirements. As required by 49 U.S.C. §§ 5311(b)(4) and 5335(a), the Grantee agrees to
conform to, and assures that any public transportation operator to which the Grantee provides Federal
assistance authorized under 49 U.S.C. § 5311(b) will conform, to the reporting system and the uniform
system of accounts and records required by 49 U.S.C. § 5335(a) for FTA's national transit database and
will comply with the implementing FTA regulations, "Uniform System of Accounts and Records and
Reporting System," 49 C.F.R. Part 630, and any subsequent implementing regulations and directives
FTA may issue.
b. Provisions Applicable to Indian Tribes. The Grantee agrees as follows:
(l) An Indian tribe that is a Subgrantee of Federal assistance authorized under 49 U.S.C. § 5311(b), agrees
to comply with the requirements of Subsection 32.a of this Contract that are applicable to other
Subgrantees of the State receiving funding derived from 49 U.S.C. § 5311(c)(2), except to the extent
that FTA determines otherwise in writing.
(2) Subsections 42(a) and 42(b)(1) of this Contract do not apply to a Tribal Transit Project financed with
Federal assistance authorized under 49 U.S.C. § 5311(c)(1).
37. OPTION LETTER TO EXTEND PROVISIONS
i. Option to Extend
CDOT may require continued performance for a period not to exceed one year at the same rates and same
terms specified in the Agreement. If CDOT exercises this option, it shall provide written notice to WELD
Page 35 of 52
COUNTY at least 30 days prior to the end of the current Agreement term in a form substantially equivalent
to Exhibit B. If exercised, the provisions of the Option Letter shall become part of and be incorporated into
this Agreement. The total duration of this Agreement, including the exercise of any options under this
clause, shall not exceed two years.
ii. Option to Increase or Decrease Quantities and Total Price
CDOT may increase or decrease the quantity of Goods/Services described in section/schedule/exhibit
based upon the rates established in the Contract. If CDOT exercises the option, it will provide written
notice to Grantee as least 30 days prior to the end of the current Contract term in a form substantially
equivalent to Exhibit B. Delivery/performance of the Goods/Service shall continue at the same rates and
terms. If exercised, the provisions of the Option Letter shall become part of and be incorporated into the
original Contract.
iii. Options for Phased Performance
The State may require the Grantee to begin performance on the next contact phase as outlined in the
Statement of Work in Exhibit A and at the same terms and same conditions stated in the contract. If the
State exercises this option, it will provide written notice to the Grantee at least 30 days prior to the end of
the current phase in a form substantially equivalent to Exhibit B. If exercised, the provisions of the Option
Letter shall become part of and be incorporated into the original contract.
iv. CDOT Two Month Extension
CDOT, at its sole discretion upon written notice to WELD COUNTY as provided in §15, may unilaterally
extend the term of this Agreement for a period not to exceed two months if the Parties are negotiating a
replacement Agreement (and not merely seeking a term extension) at or near the end of any initial term or
any extension thereof. The provisions of this Agreement in effect when such notice is given, including,
but not limited to prices, rates, and delivery requirements, shall remain in effect during the two -month
extension. The two month extension shall immediately terminate when and if a replacement Agreement is
approved and signed by the Colorado State Controller.
38. AMENDMENTS
As expressly stated in Section 6 and throughout, this contract is subject to such modifications as may be
required by changes in federal or State law, or their implementing regulations. Any such required modification
shall automatically be incorporated into and be part of this contract on the effective date of such change as if
fully set forth herein. Except as specifically provided in this Contract, modifications of this Contract shall not
be effective unless agreed to in writing by both parties in an amendment to this Agreement, properly executed
and approved in accordance with applicable Colorado State law, State Fiscal Rules, and Office of the State
Controller Policies.
39. SEVERABILITY
If any provision of the Contract for the Project is determined invalid, the remainder of that Agreement shall not
be affected if that remainder would continue to conform to the requirements of applicable Federal laws or
regulations.
THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK
Page 36 of 52
40. SPECIAL PROVISIONS
The Special Provisions apply to all Agreements except where noted in italics.
1. CONTROLLER'S APPROVAL. CRS §24-30-202 (1).
This Agreement shall not be deemed valid until it has been approved by the Colorado State Controller or
designee.
2. FUND AVAILABILITY. CRS §24-30-202(5.5).
Financial obligations of the State payable after the current fiscal year are contingent upon funds for that
purpose being appropriated, budgeted, and otherwise made available.
3. GOVERNMENTAL IMMUNITY.
No term or condition of this Agreement shall be construed or interpreted as a waiver, express or implied, of
any of the immunities, rights, benefits, protections, or other provisions, of the Colorado Governmental
Immunity Act, CRS §24-10-101 et seq., or the Federal Tort Claims Act, 28 U.S.C. §§1346(b) and 2671 et
seq., as applicable now or hereafter amended.
4. INDEPENDENT CONTRACTOR
The Grantee shall perform its duties hereunder as an independent contractor and not as an employee.
Neither Grantee nor any agent or employee of Grantee shall be deemed to be an agent or employee of the
State. The Grantee and its employees and agents are not entitled to unemployment insurance or workers
compensation benefits through the State and the State shall not pay for or otherwise provide such coverage
for the Grantee or any of its agents or employees. Unemployment insurance benefits shall be available to
the Grantee and its employees and agents only if such coverage is made available by the Grantee or a third
party. The Grantee shall pay when due all applicable employment taxes and income taxes and local head
taxes incurred pursuant to this Agreement. The Grantee shall not have authorization, express or implied, to
bind the State to any Agreement, liability or understanding, except as expressly set forth herein. The
Grantee shall (a) provide and keep in force workers' compensation and unemployment compensation
insurance in the amounts required by law, (b) provide proof thereof when requested by the State, and (c) be
solely responsible for its acts and those of its employees and agents.
5. COMPLIANCE WITH LAW.
The Grantee shall strictly comply with all applicable federal and State laws, rules, and regulations in effect
or hereafter established, including, without limitation, laws applicable to discrimination and unfair
employment practices.
6. CHOICE OF LAW.
Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the interpretation,
execution, and enforcement of this Agreement. Any provision included or incorporated herein by reference
which conflicts with said laws, rules, and regulations shall be null and void. Any provision incorporated
herein by reference which purports to negate this or any other Special Provision in whole or in part shall
not be valid or enforceable or available in any action at law, whether by way of complaint, defense, or
otherwise. Any provision rendered null and void by the operation of this provision shall not invalidate the
remainder of this Agreement, to the extent capable of execution.
7. BINDING ARBITRATION PROHIBITED.
The State of Colorado does not agree to binding arbitration by any extra -judicial body or person. Any
provision to the contrary in this contact or incorporated herein by reference shall be null and void.
8. SOFTWARE PIRACY PROHIBITION. Governor's Executive Order D 002 00.
State or other public funds payable under this Agreement shall not be used for the acquisition, operation, or
maintenance of computer software in violation of federal copyright laws or applicable licensing
restrictions. The Grantee hereby certifies and warrants that, during the term of this Agreement and any
extensions, The Grantee has and shall maintain in place appropriate systems and controls to prevent such
improper use of public funds. If the State determines that Grantee is in violation of this provision, the State
may exercise any remedy available at law or in equity or under this Agreement, including, without
limitation, immediate termination of this Agreement and any remedy consistent with federal copyright laws
or applicable licensing restrictions.
Page 37 of 52
9. EMPLOYEE FINANCIAL INTEREST. CRS §§24-18-201 and 24-50-507.
The signatories aver that to their knowledge, no employee of the State has any personal or beneficial
interest whatsoever in the service or property described in this Agreement. The Grantee has no interest and
shall not acquire any interest, direct or indirect, that would conflict in any manner or degree with the
performance of Grantee's services and Grantee shall not employ any person having such known interests.
10. VENDOR OFFSET. CRS §§24-30-202 (1) and 24-30-202.4.
[Not Applicable to intergovernmental agreements] Subject to CRS §24-30-202.4 (3.5), the State
Controller may withhold payment under the State's vendor offset intercept system for debts owed to State
agencies for: (a) unpaid child support debts or child support arrearages; (b) unpaid balances of tax, accrued
interest, or other charges specified in CRS §39-21-101, et seq.; (c) unpaid loans due to the Student Loan
Division of the Department of Higher Education; (d) amounts required to be paid to the Unemployment
Compensation Fund; and (e) other unpaid debts owing to the State as a result of final agency determination
or judicial action.
11. PUBLIC CONTRACTS FOR SERVICES. CRS §8-17.5-101.
[Not Applicable to Agreements relating to the offer, issuance, or sale of securities, investment advisory
services or fund management services, sponsored projects, intergovernmental Agreements, or information
technology services or products and services] The Grantee certifies, warrants, and agrees that it does not
knowingly employ or contract with an illegal alien who shall perform work under this Agreement and shall
confirm the employment eligibility of all employees who are newly hired for employment in the United
States to perform work under this Agreement, through participation in the E -Verify Program or the State
program established pursuant to CRS §8-17.5-102(5)(c), The Grantee shall not knowingly employ or
contract with an illegal alien to perform work under this Agreement or enter into a contract with a
Subcontractor that fails to certify to the Grantee that the Subcontractor shall not knowingly employ or
contract with an illegal alien to perform work under this Agreement. The Grantee (a) shall not use E -Verify
Program or State program procedures to undertake pre -employment screening of job applicants while this
Agreement is being performed, (b) shall notify the Subcontractor and the contracting State agency within
three days if the Grantee has actual knowledge that a Subcontractor is employing or contracting with an
illegal alien for work under this Agreement, (c) shall terminate the subcontract if a Subcontractor does not
stop employing or contracting with the illegal alien within three days of receiving the notice, and (d) shall
comply with reasonable requests made in the course of an investigation, undertaken pursuant to CRS §8-
17.5-102(5), by the Colorado Department of Labor and Employment. If the Grantee participates in the State
program, the Grantee shall deliver to the contracting State agency, Institution of Higher Education or
political subdivision, a written, notarized affirmation, affirming that the Grantee has examined the legal
work status of such employee, and shall comply with all of the other requirements of the State program. If
the Grantee fails to comply with any requirement of this provision or CRS §8-17.5-101 et seq., the
contracting State agency, institution of higher education or political subdivision may terminate this
Agreement for breach and, if so terminated, the Grantee shall be liable for damages.
12. PUBLIC CONTRACTS WITH NATURAL PERSONS. CRS §24-76.5-101.
The Grantee, if a natural person eighteen (18) years of age or older, hereby swears and affirms under
penalty of perjury that he or she (a) is a citizen or otherwise lawfully present in the United States pursuant
to federal law, (b) shall comply with the provisions of CRS §24-76.5-101 et seq., and (c) has produced one
form of identification required by CRS §24-76.5-103 prior to the effective date of this Agreement.
SPs Effective 1/1/09
THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK
Page 38 of 52
41. SIGNATURE PAGE
CMS: 10-HTD-09071/SAP PO #: 291000746
THE PARTIES HERETO HAVE EXECUTED THIS INTERAGENCY AGREEMENT
* Persons signing for the Grantee hereby swear and affirm that they are authorized to act on the Grantee's behalf and
acknowledge that the State is relying on their representations to that effect.
THE GRANTF,F.
Weld County
By: William F. Garcia
STATE OF COLORADO
Bill Ritter, Jr. GOVERNOR
Name of Authorized Individual
Colorado Department of Transportation
l George, Executiv Director
Title: Chair Board of County Commi ssio
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fficial of Authorized Individual
By: ll,
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Date: 1,Z-
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*Signature
Date: DEC 0 7 2009
Grat r tf Ai ed . ,
By: i1
LEGAL REVIEW
John W. Suthers, Attorney General
Name of Authon
Ind' idual
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Title: Clerk to the
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- Assistant Attorney Ge al
Official Title of Au
BY: „/ C._
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Date:
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Deputy Cler / tYeSighature
Date: DEC Q 7 2009
ALL CONTRACTS REQUIRE APPROVAL BY THE STATE CONTROLLER
C' S 24.31-212 re. uirs th State Controller to a.. r, ve all State Agreements. This Agreement is n: t v: li : until sieve. an:
: at • , • I : w . v the State C : stroller or : eleeat . The Grantee is n: t auth : rued t: I egin II rmance until such time. If The
Local A encY a 'ns erfornung : rior theret:, the Stat of C d: ra o is not o'ligate to : Y the Grantee f: r such rformance or
f:ranvg:odsan: :rservices •rovi:e: her un:er.
STATE CONTROLLER
vid J. McDe : tt, CPA,
' ,.-
By:_...-
Controller-fol, ado Department o Transporation
Date: / Z - 3D — ZC%G?
Page 39 of 52
EXHIBIT A -SCOPE OF WORK AND CONDITIONS
WELD COUNTY
A. Standards of Performance
1. The Grantee will provide a minimum of 13,000 one-way passenger trips per year, at a maximum
operating and administrative cost of $21.27 per one-way trip, a maximum cost of $3.50 per mile and a
maximum cost of $49.79 per vehicle hour. Standards of performance will be measured, reported and
averaged at least quarterly. Measurement of these standards will commence with the presentation of the
Grantee's first monthly report and request for reimbursement.
2. Performance will be reviewed quarterly. The State will begin its review no later than 30 calendar days
after each performance quarter. If the State's review determines the Grantee's performance does not
meet the standards of performance set forth above in paragraph A.1., the following steps will be taken:
a. The State will notify the Grantee in writing that performance does not meet the requirements of this
Agreement.
b. Thirty (30) calendar days after date of such notification, the Grantee will submit to the State a written
explanation of the cause(s) of the substandard performance, which shall include a written plan for
improving performance.
c. The State will review the plan for improvement and notify the Grantee of its approval within 21 days.
d. If the plan is approved by the Department, the Grantee will implement the plan immediately upon
receipt of the State's notification. If the plan is not approved by the Department remedial measures
will be determined on a case by case basis. Such remedial measures may include termination of this
Agreement and return of the grant funds or capital equipment purchased with such funds, in
accordance with the terms of Section 8.
B. Project Budget
I. The net Project cost is estimated to be and shall be shared as follows:
Administrative Costs Operating Costs
WBS Element (CO-18-5029.WELD) WBS Element (CO-18-4029.WELD)
Federal Share
Local Share
TOTAL
(80%) $51,060
(20%) $12,765
$63,825
(50%) $107,000
(50%) $107,000
$214,000
2. The Project Cost shall not exceed the maximum allowable cost of $277,825. The State will pay no more
than 80% of the eligible, actual administrative costs up to the maximum federal amount of $51,060 and
no more than 50% of the eligible, actual operating costs up to the maximum federal amount of
$107,000. The Grantee shall be solely responsible for all costs incurred in the Project in excess of the
amount paid by the State from federal funds for the federal share of eligible, actual costs. In the event
the final, actual Project cost is less than the maximum allowable cost of $277,825 the State is not
obligated to provide any more than 80% of the eligible, actual administrative nor any more than 50% of
the eligible, actual operating costs and shall retain the remaining balance of the federal share.
3. Up to one half of the Grantee's share for administrative and operating expenses may be provided from
unrestricted federal funds. At least one half must be from sources other than federal funds. The
Grantee's Share, together with the Federal share, shall be in an amount sufficient to assure payment of
the net Project cost. The State shall have no obligation to provide State funds for use on this Project.
The State will administer federal funds for this Project under the terms of this Agreement, provided that
the federal share of FTA funds to be administered by the State are made available and remain available.
Page 40 of 52
In no event shall the State have any obligation to provide State funds or provide federal FTA funds for
the Grantee's share of the Project. The Grantee shall initiate and prosecute to completion all actions
necessary to enable the Grantee to provide its share of the Project costs at or prior to the time that such
funds are needed to meet Project costs.
4. No refund or reduction of the amount of the Grantee's Share to be provided will be allowed unless there
is at the same time a refund or reduction of the federal share of a proportionate amount.
5. Federal funds shall not reimburse the Grantee for expenses not incurred in cash (e.g., donated or in -kind
goods and services), though such expenses may be used as the Grantee's share. No more than 20
percent of Project administrative expenses and no more than 50 percent of Project operating expenses
may be attributed to non -cash, donated, or in -kind expenses..
C. Reimbursement eligibility
Requests for reimbursement for project costs will be paid to the Grantee upon presentation of invoice(s) to
the State for eligible costs incurred through December 31, 2011 and within the limits of Section 2 of this
Agreement. The Grantee must request reimbursement monthly, and will be reimbursed based on the ratio of
Federal Share and Local Share set forth in Project Budget above. However, since the Grantee is designated
by the State as a "High Risk Grantee," as set forth in its State Management Plan, the State reserves the right
to limit its reimbursement to the Grantee in any given month to 10% of the total grant award in order to
ensure that Project services could be provided throughout the year in the event the Grantee encounters
financial instability. The final invoice shall be submitted no later than sixty (60) days after the above date.
D. Contract Expiration
The Agreement shall expire when the capital equipment no longer has a federal interest, as determined by
the State. If no capital equipment is obtained, the contract shall expire upon final reimbursement by the
State, within the limits of Section C. above.
E. Project Description
The Grantee shall perform all Project activities described in Sections A, B, and C, in the application
submitted to the State on May 18, 2009 and as specifically described below. The application is incorporated
herein by reference to the extent consistent with this Agreement.
Grant Recipients (Grantees)
Agency provides deviated fixed routes, modified fixed routes and door-to-door demand responsive
transportation services to seniors, persons with disabilities, low income individuals for medical services, human
services, and group activities. Non -medical transporting for Medicaid transportation has been in place for a
number of years. We are the broker for Mediciad-Medical trips.
Section 5311 Project
The project will support the current operations of Weld County Minibus as described above.
This grant is expected to support Weld County Minibus offering approximately 5,553 annual service hours and
79,000 annual route miles for calendar years 2010/2011 (January 1 — December 31), as proposed in the
application.
Page 41 of 52
F. Special Conditions of the Project
1. The Grantee shall advertise its fixed route and/or rural based service as available to the general public
and service will not be explicitly limited by trip purpose or client type.
2. The Grantee will provide comparable transportation services to persons with disabilities according to
the Americans with Disabilities Act of 1990.
3. The Grantee will comply with the Federal Transit Administration Drug and Alcohol Regulations.
4. Any costs reimbursed to the Grantee from other grant programs funds may not be listed as a cost to be
shared by FTA on a reimbursement request (i.e., no double billing).
5. The Grantee shall maintain and report annually through submission of an annual report all information
required by the National Transit Database and any other financial, fleet, service data set forth by the
State for the purpose of annual reporting required of the State.
6. If the Grantee is unable to perform the activities described under paragraph E., Project Description of
this section or must significantly change its level of service described herein, the Grantee shall notify
the State in writing.
7. The Grantee must have State approval if FTA funds are to be used for payment of a lease or third -party
contracts.
8. The Grantee shall not purchase, issue a purchase order, or lease capital equipment before the contract
with the State has been executed.
9. Meal delivery for homebound individuals must not conflict with providing public transportation service
or reduce service to public transportation passengers.
G. Safety Data
The Grantee shall maintain and submit, as requested, data related to bus safety. This may include, but not
be limited to, the number of vehicle accidents within certain measurement parameters set forth by the State;
the number and extent of passenger injuries or claims; and, the number and extent of employee accidents,
injuries and incidents.
H. Training
In an effort to enhance transit safety, the grantee shall make a good faith effort to ensure that appropriate
training of agency personnel is occurring and that personnel are update in appropriate certifications. In
particular, the grantee shall ensure that driving personnel are provided professional training in defensive
driving and training on the handling of mobility devices and elderly and disabled persons.
Page 42 of 52
EXHIBIT B -OPTION LETTER
SAMPLE OPTION LETTER
(This option has been created by the Office of the State Controller for CDOT use only)
NOTE: This option is limited to the specific contract scenarios listed below
AND cannot be used in place of exercising a formal amendment.
Date:
State Fiscal Year:
Option Letter No.
Vendor name:
CLIN Routing #
A. SUBJECT: (Choose applicable options listed below AND in section B and delete the rest)
1. Option to renew (for an additional term) applies to Highway and Signal maintenance contracts ONLY; this
renewal cannot be used to make any change to the original scope of work;
2. Level of service change within current term due to an unexpected Local overmatch on an overbid
situation ONLY;
3. Option to add phasing to include Design, Construction, Environmental, Utilities, ROW incidentals or
Miscellaneous ONLY (does not apply to Acquisition/Relocation or Railroads);
4. Option to update funding (a new Exhibit A must be attached with the option letter and shall be labeled A-1
(future changes for this option shall be labeled as follows: A-2, A-3, A-4, etc.)
B. REQUIRED PROVISIONS. All Option Letters shall contain the appropriate provisions set forth below:
(Insert the following language for use with Options #1):
In accordance with Paragraph(s) of contract routing number (insert FY, Agency code, & CLIN
routing #) between the State of Colorado, Department of Transportation, and (insert contractor's name) the
state hereby exercises the option for an additional term of (insert performance period here) at a cost/price
specified in Paragraph/Section/Provision of the original contract, AND/OR an increase in
the amount of goods/services at the same rate(s) as specified in Paragraph of the
original contract.
(Insert the following language for use with Option #2):
In accordance with the terms of the original contract (insert FY, Agency code & CLIN routing #) between the
State of Colorado, Department of Transportation and !insert contractor's name here) the State hereby exercises
the option to record a level of service change due to unexpected overmatch dollars due to an overbid situation.
The contract is now increased by (indicate additional dollars here) specified in Paragraph/Section/Provision
of the original contract.
(Insert the following language for use with Option #3):
In accordance with the terms of the original contract (insert FY, Agency code & CLIN routing #) between the
State of Colorado, Department of Transportation and (insert contractor's name here), the State hereby exercises
the option to add an overlapping phase in (indicate Fiscal Year here) that will include (describe which phase will
be added and include all that apply — Design, Construction, Environmental, Utilities, ROW incidentals or
Miscellaneous). Total funds for this contract remain the same (indicate total dollars here) as referenced in
Paragraph/Section/Provision/Exhibit of the original contract.
(Insert the following language for use with Option #4):
In accordance with the terms of the original contract (insert FY, Agency code & CLIN routing #) between the
State of Colorado, Department of Transportation and !insert contractor's name here) the State hereby exercises
Page 43 of 52
the option to update funding based on changes from state, federal, local match and/or local agency overmatch
funds. The contract is now (select one: increased and/or decreased) by (insert dollars here) specified in
Paragraph/-Section/-Provision/Exhibit of the original contract. A new Exhibit A-1 is made part
of the original contract and replaces Exhibit A. (The following is a NOTE only so please delete when using this
option: future changes for this option for Exhibit A shall be labeled as follows: A-2, A-3, A-4, etc.)
(The following language must be included on all options):
The amount of the current Fiscal Year contract value is (increased/decreased) by ($ amount of change) to a
new contract value of ($ ) to satisfy services/goods ordered under the contract for the current
fiscal year (indicate Fiscal Year). The first sentence in Paragraph/Section/Provision is hereby
modified accordingly.
The total contract value to include all previous amendments, option letters, etc. is ($ ).
The effective date of this Option Letter is upon approval of the State Controller or delegate, whichever is later.
APPROVALS:
Contractor Name:
By:
Name
Title
State of Colorado:
Bill Ritter, Jr. Governor
By: Date:
For the Executive Director
Colorado Department of Transportation
ALL CONTRACTS MUST BE APPROVED BY THE STATE CONTROLLER
CRS §24-30-202 requires the State Controller to approve all State Contracts. This Contract is not valid
until signed and dated below by the State Controller or delegate. Contractor is not authorized to begin
performance until such time. If Contractor begins performing prior thereto, the State of Colorado is not
obligated to pay Contractor for such performance or for any goods and/or services provided hereunder.
Effective: April 1, 2008
State Controller
David J. McDermott, CPA
By:
Date:
Page 44 of 52
EXHIBIT C SECTION 5311
Page 1
GUIDANCE FOR AUDIT OF GRANTEE COMPLIANCE
WITH FTA REQUIREMENTS
Federal Domestic Assistance Catalog No. 20.509
I. PROGRAM OBJECTIVES
Grants made under the Section 5311 program are available through States to provide capital operating and
administrative assistance to public transportation systems authorizing the formula assistance program for
public transportation use in nonurbanized areas.
II. PROGRAM PROCEDURES
Annual formula apportionments are made to States who apply for funds on behalf of local Grantees, who in
turn administer the program. The Colorado Department of Transportation is the state agency designated by
the Governor to apply for and administer the funds. Funds are awarded to Grantees and Subgrantees on a
competitive basis by the Department.
III. COMPLIANCE REQUIREMENTS AND SPECIAL AUDIT PROCEDURES
The Department will ensure that audits are performed pursuant to the requirements of OMB Circular A-133,
"Audits of States, Local Governments, and Non -Profit Organizations."
A. Matching Requirements
1. Compliance Requirements: The minimum local matching requirements for operating assistance (costs
directly associated with operations) are 50 percent of the net operating deficit. The operating deficit is
determined by subtracting operating revenue from total operating expenses. Operating revenue may include
such items as rider fares and donations, and advertising revenue (e.g., "rolling billboards"). No capital
equipment purchases can be charged to operating costs.
Capital Cost/Capital Equipment: For capital equipment purchases, the minimum local match is 20 percent
and must be in cash. Capital equipment purchases must be consistent with the equipment specified in the
Agreement's Scope of Work and Conditions (Exhibit A). Capital equipment is defined as any item costing
over $5000 with a useful life of over one year.
Mobility Management: Where mobility management and coordination programs among public
transportation providers and other human service agencies providing transportation exist, mobility
management is an eligible capital cost. Mobility management is intended to build coordination among
existing public transportation providers and other transportation service providers with the result of
expanding the availability of service.
Administrative Expenses: For programs eligible as administrative expenses, the minimum local match is 20
percent. Administrative costs include the salaries of administrators and fiscal personnel, advertising, and
overhead. However, no capital equipment purchases may be charged to administrative costs.
The local match for operating and administrative assistance can be in the form of documented in -kind
contributions. All local match must be expended for the Project, as described in Exhibit A. Local match
cannot be used to match other programs. Up to 50 percent of the local match can be derived from
unrestricted federal sources.
Page 45 of 52
EXHIBIT C SECTION 5311
Page 2
2. Suggested Audit Procedures:
a. Examine the Scope of work and Conditions (Exhibit A).
b. Ascertain the total Project cost.
c. Ensure local matching funds were applied to the uses for which they were committed.
d. Verify that payment of federal funds is accompanied by the appropriate share of local matching funds,
that in -kind contributions are documented, that matching funds are not used to match other programs, and
that federal funds used as match do not exceed the 50 percent threshold, and that no capital equipment
purchases were charged as administrative or operating expenses.
B. Allowable Costs
I. Compliance Requirements: Expenditures made by the Grantee and charged to the Project must meet the
requirements set forth in Section 7 of this Agreement. In general, costs which are not allowable include
entertainment, depreciation, interest, fines and penalties, fund raising expenses, and costs related to
providing services in urbanized areas (areas with a population over 50,000, which include the metropolitan
areas of Boulder, Colorado Springs, Denver -Aurora, Fort Collins, Grand Junction, Greeley, Longmont and
Pueblo.) The Grantee shall determine the costs of serving urbanized areas based on that percentage of
passenger trips provided in urbanized areas as compared to those provided in nonurbanized areas.
Grantees serving resort areas and providing seasonal levels of service may only be reimbursed at that level
of service provided year round, based on the average of the low quarter's monthly service hours applied to
annual costs.
Grantees submit monthly (or quarterly) reimbursement requests to the State. On that report Grantees
indicate total transportation costs, which may include costs not related to the Project. The "Amount to be
shared by FTA" columns represent the Project costs and may not include non -allowable costs.
No more than 20 percent of the Project administrative expenses, nor more than 50 percent of the Project
operating expenses may be attributed to non -cash, in -kind expenses.
Administrative Costs:
Allowable administrative costs may include, but are not limited to, general administrative and overhead
costs, staff salaries, office supplies, and development of specifications for vehicles and equipment.
Guidance on eligible costs is in Office of Management and Budget (OMB) Circular A-87 (codified at 2
CFR, Part 225), for recipients that are governmental authorities. OMB Circular A-122 (codified at 2 CFR,
Part 230) provides comparable guidance for non-profit organizations. The program administration budget
line item may also include technical assistance and planning activities, including allocations to subrecipients
to support the local coordinated planning process.
2. Suggested Audit Procedures:
a. Review Section 7 of this Agreement.
b. Review reimbursement requests submitted by the Grantee to the State. Ascertain whether the Grantee
included any non -allowable costs in the "Amount to be shared by FTA" columns.
c. Ascertain whether sufficient controls and procedures are in place to ensure non -allowable costs are not
charged to the Project.
Page 46 of 52
EXHIBIT C SECTION 5311
Page 3
C. Accounting Records
Grantees are expected to maintain accounting records in accordance with Section 5 of this Agreement.
Suggested Audit Procedures:
a. Review Section 5 of this Agreement.
b. Ascertain whether the Grantee's procedures and records are in compliance.
Page 47 of 52
•
EXHIBIT D - SECURITY AGREEMENT
This Security Agreement is made by and between the State of Colorado for the use and benefit of THE
COLORADO DEPARTMENT OF TRANSPORTATION, DIVISION OF TRANSPORTATION
DEVELOPMENT, hereinafter referred to as "the State" and , a Colorado
private nonprofit organization, hereinafter referred to as "the Grantee".
A. Purrpose. This Security Agreement is made for the purpose of securing the federal interest for the
State in transit vehicles or other project equipment ("Project Equipment") purchased with Federal Transit
Administration (FTA) grant funds awarded to the Grantee pursuant to the Agreement between the parties
dated this day of 20 and identified as contract #
The security interest granted to the State herein is to ensure that the State may access, protect and, if
necessary, dispose of the federal interest in each item of Project Equipment and to ensure the proper
use of the Project Equipment. The Grantee shall have no right in the federal interest in such Project
Equipment.
B. Project Equipment. Not later than three days after the purchase and acceptance of Project Equipment, the
Grantee shall complete and return to the State the "Certificate of Procurement and Acceptance" form, which
then becomes Addendum Ito this Security Agreement. In the case of vehicle procurement, this certificate
must indicate the year, make, model, VIN, and any other information needed to register the vehicle.
C. Security Interest. In consideration of the value provided to the Grantee under the Agreement dated this
day of , 20 and identified as contract # , the Grantee hereby
gives and grants to the State a security interest in the Project Equipment described in Addendum I and /or
described below as follows:
MAKE/MODELNIN or description of equipment:
This security interest shall apply to the Project Equipment acquired pursuant to the Agreement dated this
day of 20 and identified as contract # , whether purchased
before or after the date this Security Agreement is executed. The Grantee hereby authorizes the State to
describe in the space above the Project Equipment subject to this Security Agreement.
D. Lien. The State may place a lien on the title of each Project Equipment vehicle based upon this Security
Agreement. The State shall retain physical possession of the titles of such Project Equipment vehicles and the
Grantee agrees that the State shall be considered "in possession" of such vehicles for the purpose of any
document required by State law to repossess such vehicles if necessary.
E. Disposition of Equipment. In addition to the security interest granted herein, the Grantee agrees to and
acknowledges the right of the State to remove all Project Equipment from the Grantee's premises and to take
possession of any of the Project Equipment, if the Grantee fails to satisfactorily perform the Project services
as detailed in the Agreement, or if the State determines for any other reason, including but not limited to
termination of the Agreement, that the disposition of the federal interest in such Project Equipment is in the
best interest of the State. The Grantee agrees that it will in no way oppose the State's exercise of such right
and that it will assist the State to obtain possession and to remove such vehicles.
F. Assignment. The Grantee agrees not to assert against any assignee of the State any defenses or claims
the Grantee may have against the State.
ATTEST: FOR THE GRANTEEBy:
Print Name:
Date: Title:
Page 48 of 52
•
EXHIBIT D Page 2
CERTIFICATION OF PROCUREMENT AND ACCEPTANCE
(Security Agreement Addendum I)
(Grantee's Name) hereby acknowledges receipt of the following:
Vehicle Year/Make/Model or Description of Equipment
Vehicle Identification Number (if applicable)
Grantee warrants its acceptance of vehicle(s) or equipment is in substantial compliance with the requirements
contained in the bid package and agreement with (Vendor's Name), and waives any claim
for changes for any variation from said requirements.
(Grantee's Name) hereby certifies that it has examined the specifications, bid
procedures, award documents, and the proceedings followed and find that the procurement of the above equipment
is consistent with and meets all the program requirements as outlined in its Agreement with the State of Colorado,
the Colorado Department of Transportation, Division of Transportation Development, dated this day of
20 and identified as contract #
(Grantee's Name) further certifies that it will comply with the terms of
Exhibit C ("Security Agreement") of the contract named above and it hereby gives and grants to the State a security
interest in this vehicle in the amount of $
Organization:
By:
Date:
Notary Public:
My Commission Expires:
Page 49 of 52
PROCUREMENT AUTHORIZATION
EXHIBIT E
("the Grantee") has been awarded Federal funds by CDOT
with which to purchase capital equipment.
The State has conducted a competitive procurement process and executed a Price Agreement with
(Vendor name), identified as Price Agreement # , for the
purchase of certain vehicles. The Grantee is being awarded a vehicle(s) that fits under the scope of that Price
Agreement.
The Grantee is hereby ordering a vehicle and options under the terms of that Price Agreement. The eligible
vehicle, quantity, floor plan and options being ordered is described as follows:
It is agreed that the total price of the vehicle(s) to be procured based on the Price Agreement is $
The Federal Share provided for this purchase is $ . The Grantee shall pay the Grantee Share of $
and shall separately pay for additional items outlined below, if applicable.
If the Grantee wishes to order any additional items not contained in the Price Agreement, they will be listed
below and shall be purchased by the Grantee at its own expense upon delivery of the vehicle.
Page 50 of 52
EXHIBIT E
Page 2
The Vendor will deliver the vehicle(s) to the Grantee at the following address at a time and date acceptable to
both parties:
The Grantee shall obtain the approval of the CDOT Transit Unit before submitting this form to the Vendor.
This purchase is authorized for the Grantee by:
Print name
Title
Signature Date
This Authorization has been reviewed and approved for content by CDOT by:
Print name
Title
Signature Date
Page 51 of 52
NOTICE OF ACCEPTANCE / NON -ACCEPTANCE
EXHIBIT F
The Grantee accepts the vehicle (VIN # ) on this day of
, 20 , as it has been delivered by the Vendor. The Grantee agrees that the Colorado
Department of Transportation will be billed by the Grantee within five working days for reimbursement of the
Federal Share and further agrees that it will pay the Federal Share to the Vendor within five working days of
receipt of reimbursement from CDOT. The Grantee acknowledges it may be liable for interest charges if the
Federal Share is not reimbursed to the vendor within 30 calendar days of acceptance of the vehicle.
The Grantee does NOT accept the vehicle (VIN # ) as it has been
delivered by the Vendor. The Grantee will not accept the vehicle until corrective action is taken on the following
deficiencies:
Authorized for the Grantee by:
Print name
Title
Signature Date
cc: CDOT Transit Unit
Page 52 of 52
STATE OF COLORADO
DEPARTMENT OF TRANSPORTATION
Division of Transportation Development
Shumate Building
4201 E. Arkansas Avenue
Denver, CO 80222
(303) 757-9767 Phone
(303) 757-9727 FAX
January 19, 2010
Mr. Toby Taylor
Building Maintenance Coordinator
Weld County Transportation
P.O. Box 758
Greeley, CO 80632
Subject: Notice to Proceed — Administration
and Operating CONTRACT
Contract # 10-HTD-09071
PO#: 291000746
Dear Mr. Taylor,
You are hereby notified that Contract # 10-HTD-09071, a contract for FTA 5311 Administration and
Operating funding between the Colorado Department of Transportation (CDOT) and the Weld County
has been executed. Weld County may now proceed with this contract in accordance with the above
referenced agreement. The work may begin on January 1, 2010 and be performed in a manner set forth
in the Scope of Work attached to the contract document.
Sincerely,
Mattew L. Paswaters
Transit Grants Coordinator
Colorado Department of Transportation
Transit Unit
303-757-9771
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