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Home My WebLink About20080239.tiff RESOLUTION RE: APPROVE INTERGOVERNMENTAL AGREEMENT FOR PROVISION OF PUBLIC TRANSPORTATION SERVICES IN NON-URBANIZED AREAS AND AUTHORIZE CHAIR TO SIGN 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 Colorado Department of Transportation, Division of Transportation Development, has obtained certain unencumbered federal funds for the provision of public transportation services in non-urbanized areas, and WHEREAS, the Colorado Department of Transportation, Division of Transportation Development, is responsible for the disbursement of said funds, and WHEREAS, Weld County is desirous of obtaining said funds for the provision of public transportation services to residents of Weld County, and has filed an application with the State for this purpose, and WHEREAS, the State has proposed an Intergovernmental Agreement with Weld County to provide funds for such services, and WHEREAS, Weld County desires to accept the funds for such services pursuant to the conditions of said agreement, and WHEREAS, Weld County desires to work together with the Colorado Department of Transportation to effect said services as provided in the 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 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 Human Services, and the Colorado Department of Transportation, be, and hereby is, approved. BE IT FURTHER RESOLVED that Weld County hereby obligates its local funds share of $101,917.00, as required by Exhibit A. BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to sign said agreement. 2008-0239 HR0079 00 . tI , 0/ - 3/—C)/( INTERGOVERNMENTAL AGREEMENT FOR PROVISION OF PUBLIC TRANSPORTATION SERVICES IN NON URBANIZED AREAS PAGE 2 The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 21st day of January, A.D., 2008. BOARD OF COUNTY COMMISSIONERS 1 L/. �WELD COUNTY, COLORADO ATTEST: pm, "'• ^' — sy m H. Jerke, Chair Weld County Clerk to the • +rr BY: / (LA- Ian Robert . M. :d , Pro-Tem Dee y Cler to the Boar. ,, Willi Garcia �6 AP OVEDAS, : c,$) / David E. Long County Attorney ougl Radema er Date of signature: �i3t 10S 2008-0239 HR0079 PO#: 291000392 CLIN#:OS- YID-00110 5311 CONTRACT-WELD COUNTY [ADMINISTRATIVE&OPERATING] THIS CONTRACT, made this 2- hda of 20L ,by and between the STATE OF COLORADO for the use and benefit of the DEPARTMENT OF T NSPORTATION, DIVISION OF TRANSPORTATION DEVELOPMENT,hereinafter referred to as the"State",and WELD COUNTY,P.O.BOX 1805, GREELEY,CO 80632-1805, a public body, hereinafter referred to as the"Grantee." RECITALS WHEREAS,authority exists in the Law,and funds have been budgeted,appropriated and otherwise made available, and a sufficient uncommitted balance thereof remains available for encumbering and subsequent payment of this contract in GR.Account:4518000010 Company Code: 1000 CO Area: 1000 WBS Element:CO-I 8-5027.WELD Fund:400 Functional Area:Not Relevant CO-18-4027.W ELD Fund Center:D9715-415 Vendor Code:5000212 Catalog Federal Domestic Assistance Number(CFDA)20.509 Total Committed Amount:$237,190 Administrative:$55,596 I Operating:$181,594 WHEREAS,required approval, clearance,and coordination have been accomplished from and with appropriate agencies; and WHEREAS, 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;and WHEREAS,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 WHEREAS, Sections 43-1-701 and 702,C.R.S. authorize the Department of Transportation to take all steps and adopt all procedures necessary to make and enter into such contracts as may be necessary for state application and administration of Section 5311 of the Act, including participation in grant programs for the purpose of assisting transportation services; and WHEREAS,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; and WHEREAS,the Grantee desires to and has the legal capacity and authority to contract with the State; and WHEREAS,the Grantee possesses the necessary fiscal and managerial capability to implement and manage the project and utilize grant funds for public transportation in non urbanized areas of the State. NOW,THEREFORE, it is hereby agreed that: 1 PO#: 291000392 CLIN#:08-HTD-00110 PURPOSE OF CONTRACT 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. The terms and conditions of the Project and the Act are incorporated herein by reference to the extent consistent herewith. SECTION 1 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 21"Century,as amended, or other Federal laws that FTA 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. SECTION 2 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 D), or Change Order(Exhibit E) 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 D), or Change Order(Exhibit E)thereto. The Grantee agrees to undertake Project work promptly after receiving notice that the State has executed Federal assistance for the Project. (3) Grantee's Capacity. The Grantee agrees to maintain sufficient legal,financial, technical, and managerial capacity to: (1)plan, manage, and complete the Project and provide for the use of Project property; (2)carry out the safety and security aspects of the Project and (3)comply with the terms of the 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 I, 2008, 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, 2008. 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 a form substantially equivalent to Option Letter(Exhibit D). 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 0 PO#:291000392 CLIN#:08-HTD-00110 (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. (I) 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 set forth Federal terms 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 FTA or the State has provided express written approval of an alternative procedure or course of action differing from a procedure or course of action set forth in the applicable Federal directive, the Grantee may incur a violation of 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 Applicant 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 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 designed, 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 pre-empt 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 Responsibility to Extend Federal Requirements to Other Entities. (1) Entities Affected. Only entities that are signatories to the Contract for the Project are parties to that 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 3 I' w PO#:291000392 CLIN#:08-HTD-00110 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. (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 or 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 or 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. 4 C 1 PO#:291000392 CLIN At:08-HTD-001 10 SECTION 3 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,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.amet.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 5 f PO#:291000392 CLIN#:08-HTD-001 10 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. § I42(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: (1) 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. (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. SECTION 4 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. SECTION 5 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. 6 { • POT:291000392 CLIN#:08-HTD-00110 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 in writing that the local share may be deferred. The governing body(City Council;Board of County Commissioners; Corporation Board of Directors;etc.)shall execute and provide to the State a resolution(Exhibit H), or other document as appropriate,which: obligates the full amount of the Local Share of the funds required by this contract; and authorizes a specific individual to execute this contact and bind the Grantee to its terms. 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. SECTION 6 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. SECTION 7 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 applicable Federal laws,regulations, and 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. SECTION 8 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 7 Y PO#:291000392 CLIN#:08-HTD-00110 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 de by the Grantee in a central location and the Grantee shall be custodian on behalf of the State. 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 8 of the Contract. SECTION 9 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 provision of its local share for the Project, a Grantee required to provide a local share by Federal law, regulation,directive, the Contract for the Project agrees that it will not: (a) Request or obtain Federal funds exceeding the amount justified by the local share previously 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, 8 p PO#:291000392 CLIN#:08-HTD-00110 (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. § 18,22(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 Recipient 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 Recipient 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-I22)," 2 C.F.R. Part 230, applies to Project costs incurred by a Recipient 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 Recipient 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, Change Order(Exhibit E), or Option Letter(Exhibit D), 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 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 funds 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. 9 PO#:291000392 CLIN#:08-HTD-001 10 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. For excess payments made by the State to the Grantee that do not qualify as a"claim"for purposes of 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 depends on whether the Grantee is a State or State instrumentality. 1. A Grantee that is a State or State instrumentality agrees that interest owed to the Federal Government will be determined in accordance with U.S.Treasury regulations, "Rules and Procedures for Efficient Federal- State Funds Transfers," 31 C.F.R. Part 205 that implement section 5(b)of the Cash Management Improvement Act of 1990,as amended, 31 U.S.C. § 6503(b). 2. A Grantee that is neither a State nor a State instrumentality 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). (c) Disallowed Costs. The Grantee agrees that a debt for a disallowed cost might, in certain cases, qualify as a "claim" for purposes of the Debt Collection Act of 1982, as amended, 31 U.S.C. §§3701 et seq. Whether or not the disallowed cost qualifies as a"claim"under that Act,the Grantee agrees to pay either interest and related charges for disallowed costs as determined by the Federal Government 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(a)through (g)or common law interest authorized by 31 C.F.R. § 901.9(i),whichever is applicable. e. De-obligation of Funds. The Grantee agrees that the State may de-obligate unexpended Federal funds before Project closeout. SECTION 10 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: (I) Audit Requirements. The Grantee agrees to have performed financial and compliance audits 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 B)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 10 PO#:291000392 CLIN#:08-HTD-00110 in accordance with U.S. Government Accountability Office, (U.S. GAO) "Government 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 1, 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. SECTION 11 RIGHT OF THE STATE TO TERMINATE a. Termination for Convenience. The State may terminate this contract at any time the State determines that the purposes of the distribution of State moneys under this contract would no longer be served by completion of the project. The State shall effect such termination by giving written notice of termination to the Grantee and specifying the effective date thereof, at least twenty(20)days before the effective date of such termination. In that event, 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,be delivered by the Grantee to the State and shall become the State's property. The Grantee shall be entitled to receive just and equitable compensation for any satisfactory services and goods delivered. If this contract is terminated by the State as provided herein, the Grantee will be paid an amount which bears the same ratio to the total compensation as the services satisfactorily performed bear to the total services of the Grantee covered by this contract, less payments of compensation previously made,provided, however, that if less than sixty percent (60%)of the services covered by this contract have been performed upon the effective date of such termination,the Grantee shall be reimbursed(in addition to the above payment) for that portion of the actual out-of-pocket expenses (not otherwise reimbursed under this contract) incurred by the Grantee during the contract period which are directly attributable to the uncompleted portion of the services 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, in a timely and proper manner, its obligations under this contract, 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 at least 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 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. 11 PO#:291000392 CLIN#:08-HTD-001 10 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 C, Security Agreement, where applicable. SECTION 12 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 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 subsequent amendments thereto. Except to the extent FTA determines otherwise in writing, the Grantee also agrees to comply with any applicable Federal EEO directives that may be issued. Accordingly: General. The Grantee agrees as follows: (a) 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. (b) If the Grantee is required to submit and obtain Federal Government approval of its EEO program, that EEO program approved by the Federal Government is incorporated by reference and made part of the Contract for the Project. Failure by the Grantee to carry out the terms of that EEO program shall be treated as a violation of the Contract. Upon notification to the Grantee of its failure to carry out the approved EEO program, the Federal Government or State may impose such remedies as it considers appropriate, including termination of Federal assistance in accordance with Section 11 of this Contract,or other measures that may affect the Grantee's eligibility to obtain future Federal assistance for transportation Projects. • 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: 12 PO#:291000392 CLIN#:08-HTD-001 10 (I) 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 will 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 provided for under 49 C.F.R. Part 26 and may, in appropriate cases, refer the matter for enforcement under 18 U.S.C. § 1001, and/or the Program Fraud Civil Remedies Act, 31 U.S.C. §§ 3801 et seq. 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. g. 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 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 any subsequent amendments to these laws. In addition,the Grantee agrees to comply with applicable Federal regulations and directives and any subsequent amendments thereto, as follows: (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; 13 PO#:291000392 CLIN#:08-HTD-00110 (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; and (10) FTA regulations, "Transportation for Elderly and Handicapped Persons," 49 C.F.R.Part 609; (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 subsequent amendments to these laws. i. 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 Guidance to Grantees on Special Language Services to Limited English Proficient(LEP)Beneficiaries," 66 Fed. Reg. 6733 et seq.,January 22,2001. 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. 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. SECTION 13 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 to the extent those regulations are consistent with SAFETEA-LU provisions, and subsequent amendments to those regulations that may be promulgated. The Grantee also agrees to comply with FTA directives to the extent those directives are consistent with SAFETEA-LU provisions,except to the extent that FTA determines otherwise in writing. SECTION 14 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 applicable Federal laws in effect now or as subsequently enacted; 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 other applicable Federal regulations pertaining to third party procurements and subsequent amendments thereto, to the extent those regulations are consistent with SAFETEA-LU provisions. The Grantee also agrees to comply with the provisions of FTA Circular 4220.1E, "Third Party Contracting Requirements," to the extent those provisions are consistent with SAFETEA-LU provisions and to comply with any subsequent amendments thereto,except to the extent FTA determines otherwise in writing. Although the FTA"Best Practices Procurement Manual"provides additional procurement guidance, the Grantee understands that the FTA"Best Practices Procurement Manual" is focused on third 14 PO#:291000392 CLIN#:08-PITO-00110 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, however,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 comply with Executive Order No. 13202, "Preservation of Open Competition and Government Neutrality Towards Government Grantees' Labor Relations on Federal and Federally Funded Construction Projects," Executive Order No. 13202, as amended by Executive Order No. 13208,41 U.S.C. § 251 note,which among other things prohibits requirements for affiliation with a labor organization as a condition for award of any third party contract or subcontract for construction or construction management services, except to the extent that the Federal Government determines otherwise in writing. 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, or FTA laws, regulations, 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 Approval/Third 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. EPA regulations, "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, and with subsequent Federal regulations that may be promulgated. 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 and each subcontract exceeding $100,000 adequate provisions to ensure that each Project participant will agree to 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," refrain from using any violating facilities, report violations to FTA and the Regional U.S. EPA Office, and comply with the inspection and other applicable requirements of: (1) Section 306 of the Clean Air Act,as amended,42 U.S.C. § 7414, and other applicable provisions of the Clean Air Act, as amended,42 U.S.C. §§ 7401 through 7671q;and (2) 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. 15 PO#:291000392 CLIN#:08-HTD-00110 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 23 U.S.C. § 5307(c)and,comply with FTA Notice, "FTA National ITS Architecture Policy on Transit Projects" 66 Fed. Reg. 1455 et seq.,January 8, 2001, and any subsequent further implementing directives,except to the extent FTA or the State 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(0,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 Purchases," 49 C.F.R. Part 663 and,when promulgated, any amendments to those regulations.The Grantee understands and agrees that to the extent the provisions of 49 U.S.C. § 5323(m),as amended by SAFETEA-LU conflict with PTA's implementing regulations as currently promulgated,the provisions of 49 U.S.C. § 5323(m), as amended,prevail. The Grantee agrees to complete Procurement Authorization(Exhibit F)prior procuring capital equipment and to complete Notice of Acceptance/Non-Acceptance(Exhibit G)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 requirements, as applicable: (1) Construction Activities. The Grantee agrees to provide bid guarantee,contract performance, and payment bonds to the extent deemed adequate by FTA and applicable Federal regulations, and comply with any other construction bonding provisions as FTA may determine. (2) Other Activities. The Grantee agrees to comply with any other bonding requirements or restrictions as FTA may determine. p. 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. q. Award to Responsible Grantees. In compliance with 49 U.S.C. § 53250),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: (I) The integrity of the third party grantee, (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 as many tiers as required,to provide to the U.S. Secretary of Transportation and the Comptroller General of the United States or their duly authorized representatives, access to all third party 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 regulations or to assure proper Project management as determined by FTA. 16 t PO#:291000392 CLIN#:08-HTD-00110 s. Electronic and Information Technology. When using Federal assistance to procure reports or information to be delivered to the Grantee 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 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. SECTION 15 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. SECTION 16 PATENT RIGHTS a. General. If any invention, improvement,or discovery of the Grantee or any subgrantee or any third party grantee or any subgrantee at any tier 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,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 (i.e., a large business, small business,State government, State instrumentality, local government, Indian tribe, nonprofit organization, institution of higher education, individual,etc.). SECTION 17 RIGHTS IN DATA AND COPYRIGHTS a. Definition. The term "subject data," as used in this Section 17 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. 17 • PO#:291000392 CLIN#:08-HTD-00110 (2) The restrictions on publication of Subsection 17.b(1)of this Contract,however,do not apply to a Contract with an institution of higher learning. 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 17.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 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 17 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. I. 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 I 7.b, 17.c,and 17.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 provisions of the Freedom of Information Act(or another Federal law providing access to such records). SECTION 18 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 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 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 18 PO#:291000392 CLIN#:08-HTD-00110 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 18.g of this Contract. c. Maintenance. The Grantee agrees to maintain Project property in good operating order, in compliance with any applicable Federal regulations or directives that may be issued,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 18 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, regulations, and 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 in any manner 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. 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 19 • PO#:291000392 CLIN#:08-HTD-00110 with the requirements of 49 U.S.C. §§ 5334(h)(l)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 for 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 C. (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: I. 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 of that property,based on the useful life of the equipment or supplies as established or approved by ETA. 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. 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 valuation method be used including,but not limited to, accelerated depreciation, comparable sales, or established market values. In determining whether to approve such a request,the Federal Government may consider any action taken, omission made,or unfortunate occurrence suffered by the Grantee pertaining to the preservation of Project property no longer used for appropriate purposes. 20 • ' PO#:291000392 CLIN#:08-HTD-00110 (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 18 of this Contract,and as may be set forth in subsequent Federal laws,regulations, and directives,except to the extent the Federal Government determines otherwise in writing. SECTION 19 INSURANCE In addition to other insurance requirements that may apply, the Grantee agrees as follows: 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$600,000 if written on an occurrence basis. ii) Any aggregate limit will not be less than$1,000,000. iii) Combined single limit of$600,000 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$600,000 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. 21 , f PO#:291000392 CLIN#:08-HTD-o0l 10 4. The Grantee shall provide certificates showing adequate insurance coverage to the State within 7 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. SECTION 20 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. 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 of,or any other interest in the site and facilities used in the Project without permission and instructions from FTA. SECTION 21 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 22 PO#:291000392 CLIN#:08-HTD-00110 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: (1) 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 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 that are authorized by 49 U.S.C. § 5310(a)(2) or subsection 3012(b)of SAFETEA-LU, separate requirements for those Projects are contained in Subsections 21.d(2) and(3),respectively,of this Contract. (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 subrecipient 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 Recipient 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 Recipient agrees to implement the Project in compliance with the conditions stated in that U.S.DOL certification. That U.S. DOL certification and any documents 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 Recipient agrees to comply with the terms and conditions of the Special Warranty for the Nonurbanized Area Program agreed to by the U.S. Secretaries of Transportation and Labor, dated May 31, 1979, U.S. DOL implementing procedures, and any revisions thereto. SECTION 22 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 through7671q 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 23 PO#:291000392 CLIN#:08-HTD-00110 Grantee also recognizes that U.S. EPA, FHWA and other Federal agencies have issued, and in the future 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 as the Federal Government are 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,regulations,and directives may not constitute the Grantee's entire obligation to meet all Federal environmental and resource conservation requirements. 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 subsequent Federal environmental protection regulations that may be promulgated. As a result of enactment of 23 U.S.C. §§ 139 and 326 as well as to amendments to 23 U.S.C. § 138, environmental decision making requirements imposed on FTA projects to be implemented consistent with the joint FHWA/FTA document,"Interim Guidance for Implementing Key SAFETEA-LU Provisions on Planning,Environment, and Air Quality for Joint FHWA/FTA Authorities,"dated September 2, 2005, and any subsequent applicable Federal directives that may be issued,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, regulations, and directives implementing the Clean Air Act, as amended, 42 U.S.C. §§ 7401 through 7671q. In addition: (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/FTA Authorities," dated September 2,2005, and any subsequent applicable Federal directives that may be issued; 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 Government determines otherwise in writing, the Grantee agrees to comply with all applicable Federal regulations and directives issued pursuant to the Clean Water Act, as amended, 33 U-S.C. §§ 1251 through 1377. In addition: 24 ' POW 291000392 CLIN#:08-HTD-00110 (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. (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. 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: (1) In accordance with U.S. Advisory Council on Historic Preservation regulations, "Protection of Historic and Cultural Properties," 36 C.F.R. Part 800,the Grantee agrees to consult with the State Historic Preservation Officer concerning investigations to identify properties and resources included in or eligible for inclusion in the National Register of Historic Places that may be affected by the Project,and agrees to notify FTA of those properties that are affected. (2) 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, in accordance with 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. SECTION 23 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. SECTION 24 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 subsequent 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. 25 PO#:291000392 CLIN#:08-HTD-00110 SECTION 25 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(£)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 to be determined by FTA or U.S. DOT. SECTION 26 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. SECTION 27 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. SECTION 28 FEDERAL"$1 COIN"REQUIREMENTS To the extent required by the Federal Government,the Recipient 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 Recipient's property requiring the use of coins or currency will be fully capable of accepting and dispensing$1 coins in connection with such use. The Recipient also agrees to display signs and notices denoting such capability on the premises where coins or currency are accepted or dispensed, including on each vending machine. SECTION 29 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. SECTION 30 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. 26 • KW:291000392 CLIN#:08-HTD-00110 SECTION 31 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. SECTION 32 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: 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 as amended by SAFETEA-LU. Except to the extent that FTA determines otherwise in writing,the provisions of FTA Circular 9040.1E, "Nonurbanized Area Formula Program Guidance and Grant Application Instructions,"including any revisions thereto, and other applicable FTA laws, regulations, and directives apply to the Project to the extent those provisions are consistent with 49 U.S.C. § 5311 as amended by SAFETEA-LU. To the extent, however,that 49 U.S.C. § 5311 as amended by SAFETEA-LU or any existing or subsequent Federal law or regulation conflicts with the provisions of FTA Circular 9040.1E or any subsequent revision thereto, the latest Federal law or regulation will apply. The Grantee also agrees that when FTA Circular 9040.1F"Nonurbanized Area Formula Program Guidance and Grant Application Instructions," is issued,the Grantee will comply with the procedures of that circular, except to the extent that FTA determines otherwise in writing. In summary,the Grantee agrees to comply with the latest guidance issued by FTA pertaining to this program. (2) Participation of Subgrantees. The Grantee agrees to enter into a written agreement with each subgrantee participating in a Nonurbanized Area Formula Project,which agreement 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 this 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),and may include purchase of service agreements with private providers of public transportation service, as well as capital and operating assistance,and meal delivery service,to the extent permitted by 49 U.S.C. § 5310(g). 27 • , POT:291000392 CLIN#:08-HTD-00110 (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(0 each fiscal year for intercity transportation Projects,unless the chief executive officer of the State or 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,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 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: (I) To the extent that an Indian tribe is a subgrantee of Federal assistance authorized under 49 U.S.C. § 5311(b),the Indian tribe will be required 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), except to the extent that FTA determines otherwise in writing. (2) An Indian tribe that administers a Tribal Transit Project financed with Federal assistance authorized under 49 U.S.C. § 5311(c)(1)is not subject to the provisions of Subsections 32(a)and 32(b)(1)of this Contract with respect to its implementation of that Tribal Transit Project. SECTION 33 OPTION PROVISIONS 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 agreement. The State may exercise the option by written notice to the Grantee within 30 days prior to the end of the current agreement term in a form substantially equivalent to Exhibit D. If the State exercises this option,the extended agreement will be considered to include this option provision. The total duration of this agreement, including the exercise of any options under this clause, shall not exceed two years. SECTION 34 CHANGE ORDERS Bilateral changes within the general scope of the agreement,as defined in Exhibit A,may be executed using the change order letter process described in this paragraph and a form substantially equivalent to the sample change order letter attached as Exhibit E for any of the following reasons. I. Where the agreed changes to the specifications which result in an adjustment to the price,delivery schedule or time of performance. 2. Where the agreed changes result in no adjustment to the price,delivery schedule or time of performance. The change order shall contain a mutual release of claims for adjustment of price,schedules or time of performance. 3. Where the changes to the agreement are priced based on the unit prices to be paid for the goods and/or services established in the agreement. 4. Where the changes to the agreement are priced equal to or less than established catalog generally extended to the public or on prices or rates set by law or regulation. 28 PO#:291000392 CLIN#:08-HTD-001 10 Other bilateral modifications not within the terms of this paragraph must be executed by formal amendment to the agreement, approved in accordance with state law. SECTION 35 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. 29 Y 1 PO#:291000392 CLIN#:08-HTD-00110 Special Provisions The Special Provisions apply to all contracts except where noted in italics. I. CONTROLLERS APPROVAL. CRS 24-30-202(1). This contract 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. INDEMNIFICATION. Contractor shall indemnify,save,and hold harmless the State,its employees and agents,against any and all claims, damages,liability and court awards including costs,expenses,and attorney fees and related costs.incurred as a result of any act or omission by Contractor,or its employees,agents,subcontractors,or assignees pursuant to the terms of this contract. [Applicable Only to Intergovernmental Contracts)No term or condition of this contract shall be construed or interpreted as a waiver,express or implied,of any of the immunities,rights,benefits,protection,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.2671 et seq.,as applicable,as now or hereafter amended. 4. INDEPENDENT CONTRACTOR. 4 CCR 801-2. Contractor shall perform its duties hereunder as an independent contractor and not as an employee. Neither contractor nor any agent or employee of contractor shall be or shall be deemed to be an agent or employee of the state. Contractor shall pay when due all required employment taxes and income taxes and local head taxes on any monies paid by the state pursuant to this contract. Contractor acknowledges that contractor and its employees are not entitled to unemployment insurance benefits unless contractor or a third party provides such coverage and that the state does not pay for or otherwise provide such coverage. Contractor shall have no authorization,express or implied,to bind the state to any agreement,liability or understanding,except as expressly set forth herein. Contractor shall provide and keep in force workers'compensation(and provide proof of such insurance when requested by the state)and unemployment compensation insurance in the amounts required by law and shall be solely responsible for its acts and those of its employees and agents. 5. NON-DISCRIMINATION. Contractor agrees to comply with the letter and the spirit of all applicable State and federal laws respecting discrimination and unfair employment practices. 6. CHOICE OF LAW. The laws of the State of Colorado,and rules and regulations issued pursuant thereto,shall be applied in the interpretation, execution,and enforcement of this contract. Any provision of this contract,whether or not incorporated herein by reference,which provides for arbitration by any extra-judicial body or person or which is otherwise in conflict with said laws,rules,and regulations shall be considered null and void. Nothing contained in any provision incorporated herein by reference which purports to negate this or any other special provision in whole or in part shall 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 will not invalidate the remainder of this contract,to the extent that this contract is capable of execution. At all times during the performance of this contract,Contractor shall strictly adhere to all applicable federal and State laws,rules,and regulations that have been or may hereafter be established. 7. [Not Applicable to Intergovernmental Contracts] VENDOR OFFSET. CRS 24-30-202(1)and 24-30-202.4. The State Controller may withhold payment of certain debts owed to State agencies under the vendor offset intercept system for:(a)unpaid child support debtor child support arrearages;(b)unpaid balances of tax,accrued interest,or other charges specified in Article 21,Title 39,CRS; (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(c)other unpaid debts owing to the State or its agencies,as a result of final agency determination or reduced to judgment,as certified by the State Controller. 8. SOFTWARE PIRACY PROHIBITION. Governor's Executive Order D 002 00. No State or other public funds payable under this contract shall be used for the acquisition.operation,or maintenance of computer software in violation of federal copyright laws or applicable licensing restrictions. Contractor hereby certifies that,for the term of this contract and any extensions,Contractor has in place appropriate systems and controls to prevent such improper use of public funds. If the State determines that Contractor is in violation of this paragraph,the State may exercise any remedy available at law or equity or under this contract,including,without limitation,immediate termination of this contract and any remedy consistent with federal copyright laws or applicable licensing restrictions. 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 contract. 10. [Not Applicable to Intergovernmental Contracts]. ILLEGAL ALIENS-PUBLIC CONTRACTS FOR SERVICES AND RESTRICTIONS ON PUBLIC BENEFITS. CRS 8-17.5-101 and 24-76.5-101. Contractor certifies that it shall comply with the provisions of CRS 8-17.5-101 et seq. Contractor shall not knowingly employ or contract with an illegal alien to perform work under this contract or enter into a contract with a subcontractor that fails to certify to Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this contract. Contractor represents,warrants,and agrees that it(i)has verified that it does not employ any illegal aliens,through participation in the Basic Pilot Employment Verification Program administered by the Social Security Administration and Department of Homeland Security,and (ii)otherwise shall comply with the requirements of CRS 8-17.5-102(2)(b). Contractor shall comply with all reasonable requests made in the course of an investigation under CRS 8-17.5-102 by the Colorado Department of Labor and Employment. Failure to comply with any requirement of this provision or CRS 8-17.5-101 et seq.,shall be cause for termination for breach and Contractor shall be liable for actual and consequential damages. Contractor,if a natural person eighteen(18)years of age or older,hereby swears or affirms under penalty of perjury that he or she(i)is a citizen or otherwise lawfully present in the United States pursuant to federal law,(ii)shall comply with the provisions of CRS 24-76.5-101 et seq.,and(iii) shall produce one form of identification required by CRS 24-76.5-103 prior to the effective date of this contract. Revised October 25,2006 Effective Date of Special Provisions:August 7,2006 30 • PO#:291000392 CLIN#:08-HTD-00110 SPECIAL PROVISIONS THE PARTIES HERETO HAVE EXECUTED THIS CONTRACT CONTRACTOR: STATE OF COLORADO: BILL RITTER,JR. GOVERNOR Weld County By e ` NJl a� Legal Name of Contracting Entity L Executive Director Department of Transportation 84-6000813 Date Social Security Number or FEIN Signature of Authorized Officer William .Terka, Chair, Rd Cn Commissioners LEGAL REVIEW: (Print) Name&Title of Authorized Officer Attorney General,John W. Suthers tr4Date February 1. 2008 By 'fA - 1V i CORPORATIONS: Date oisiosa.„,„, (A corporate attestation is-required.) • R / / 1141 M:tail do s Attest(Seal) By vU/ ' / tl� �� wlo— ( (Corporate , ary or Equivalent,or"rown/City/County Clerk) (Place corporate seal her ♦;C .del ALL CONTRACTS MUST BE APPROVED BY THE STATE CONTROLLER CRS 24-30-202 requires that the State Controller approve all state contracts. This contract is not valid until the State Controller,or such assistant as he may delegate, has signed it. The contractor is not authorized to begin performance until the contract is signed and dated below. If performance begins prior to the date below, the State of Colorado may not be obligated to pay for the goods and/or services provided. STATE CONTROLLER 'e M. Shene It By Date 22 VAS' Revised:January 9,2007 31 PO#:291000392 CLIN#:08-HTD-00110 EXHIBIT A -5311 SCOPE OF WORK AND CONDITIONS WELD COUNTY A. Standards of Performance 1. The Grantee will provide a minimum of 12,000 one-way passenger trips per year, at a maximum fully- allocated cost(operating, capital, and administrative cost) of$24.69 per one-way passenger trip, a maximum cost of$2.25 per mile and a maximum cost of$30.34 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 1. The net Project cost is estimated to be and shall be shared as follows: Administrative Costs Operating Costs Total Costs (CO-18-5027.WELD) (CO-1 8-4027.WELD) Federal Share (80%) $44,476 (50%) $ 90,797 $135,273 Local Share (20%) $11,120 (50%) $ 90,797 $101,917 TOTAL $55,596 $181,594 $237,190 2. The Project Cost shall not exceed the maximum allowable cost of$237,190. The State will pay no more than 80% of the eligible, actual administrative costs up to the maximum federal amount of$44,476, respectively, and no more than 50% of the eligible, actual operating costs up to the maximum federal amount of$90,797. 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$237,190, the State is not obligated to provide any more than 80% of the eligible, actual administrative and capital actual costs 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 32 PO#:291000392 CLIN#:08-HTD-00I 10 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. 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, 2008 and within the limits of Section 2 of this Agreement. The Grantee may request reimbursements no more than monthly, and will be reimbursed based on the ratio of Federal Share and Local Share set forth in Project Budget above. However, if 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 Section D, 4.1 and 4.2, in the application submitted to the State on June 21, 2007 and as specifically described below. The application is incorporated herein by reference to the extent consistent with this Agreement. Grant Recipient(Grantee) The "Weld County Minibus" provides demand response service to rural Weld County residents, connecting outlying communities to Greeley as well as key medical facilities in the Denver/Boulder and Larimer county areas. The Weld County Minibus primarily serves residents of rural Weld County, but provides limited services to residents of the Greeley-Evans urbanized area who do not have access to other transit services and whose trips are eligible for funding under a specific human service program. 33 PO#:291000392 CLIN It:08-HTD-001 to Weld County government recognizes the need to more fully coordinate transit services not only with Greeley- Evans Transit, but all transit operators in our region. In order to be successful regional cooperation in the delivery of service is imperative. As such, passengers may transfer to another service rather than using the Weld County Minibus for their entire trip. Making possible connections to other systems is a priority for our service delivery. We also carry passengers from both urban and rural areas together on a single vehicle in order to provide for effective use of our resources. Note that vehicle travel times are scheduled to enable passengers to access medical services, courts, county programs, shopping, and similar activities. Generally we do not have the resources to provide daily trips around employment schedules, with daily service in only a few corridors. The schedules may work for some jobs or classes,but based on resources our priority is meeting travel needs occurring generally between 9 AM and 4 PM. The following narrative description and Table 1 identifies services funded through our public transit program. All trips will carry passengers both to and from our base in Greeley. The times are approximate and actual departure and arrival times will vary and depend on when trips are scheduled by passengers. If no passengers schedule to ride on a particular trip,it will not be operated. Three categories are described: services to Greeley, services to other counties, and unscheduled services. SERVICES TO GREELEY South Weld County-Greeley Four trips are planned each day, as follows: Early Morning Trip: Departs Greeley around 6:45 AM and travels to south County communities. Picks up passengers in Milliken, the Tri-Town area, Dacono, or Ft. Lupton around 7:00 AM, returning to Greeley by 9:00 AM Late Morning Trip: Departs Greeley around 10:00 AM, traveling to south County communities and returning to Greeley by noon. Early Afternoon Trip: Departs Greeley around 1:00 PM,traveling to south County communities and returning to Greeley around 3:00 PM Late Afternoon Trip: Departs Greeley around 3:30 PM Table 1: Public Transit Service Plan Days Round Trips Service Span Scheduled Service to Greeley South Weld County Access Serves Tri-town,South Hwy 85, Mon-Fri 4 6:45 AM- Noon and Ft Lupton as needed 1:00-5:00 PM North Hwy 85 Access Serving Ault and Eaton Tue-Thur 2 10:00- 11:00 3:30-4:30 Mon-Wed-Fri 2 8:30- 10:30 Serving Nunn,Pierce,Ault,and Eaton 1:00-3:00 Corridor Total Johnstown-Milliken To Greeley Mon-Fri 2 8:30- 10:00 1:00-2:30 34 P0#:291000392 CLIN tt:08-HTD-00110 Windsor and Severance To Greeley Mon-Fri 2 8:30-10:00 1:00-2:30 Northeast Communities Once a Month Varies 2 Varies Southeast Communities Once or twice a month Varies 2 Varies Sche.ul . Servic t. C.mmunities •utsi. Wel. C.unty Fort Collins Access Milliken/Johnstown to Loveland Wednesdays 2 8:30- 10:00 1:00-2:30 Windsor to Ft.Collins Wednesdays 2 8:30- 10:00 1:00-2:30 Denver/Boulder Access Mondays& 2 7:00- 11:00 sometimes on Noon-4:00 Tuesdays 1 8:00-noon Corridor Total 3 Longmont/Boulder Access Greeley to South County and Tuesdays 1 8:30- 11:30 continuing to Longmont/Boulder 12:30-4:30 s N e.e. Additional Services as Needed Daily Varies Varies North Hwy 85 Corridor Tue. —Thur. Trip: On these days the vehicle serves Ault and Eaton,but travels no further north. The vehicle departs Greeley around 10:00 in the morning for Ault and departs Ault around 10:30 AM. The afternoon trip departs Greeley around 3:30 PM Mon.-Wed.-Fri. Trip: On these days the vehicle will travel to Nunn and Pierce as needed. The vehicle departs Greeley around 8:30 in the morning and returns to Greeley around 10:30 AM. The afternoon trip departs Greeley around1:00 PM. Johnstown Milliken Corridor-Greeley Morning Trip: The vehicle departs Greeley around 8:30 in the morning and departs Johnstown/Milliken area around 9:15 AM, arriving in Greeley by 10:00 AM. Afternoon Trip: The vehicle departs Greeley around 1:00 in the afternoon and returns to Greeley around 2:30 PM. Windsor and Severance•Greeley Morning Trip: The vehicle departs Greeley around 8:30 in the morning and departs the Windsor area around 9:15 AM, arriving in Greeley by 10:00 AM. Afternoon Trip: The vehicle departs Greeley around 1:00 in the afternoon and returns to Greeley around 2:30 PM. 35 PO#:291000392 CUM*08-HTD-001 10 Northeast Communities-Greeley Service is provided to residents of the northeast communities approximately 1-2 times a month. This includes Grover, Briggsdale, New Raymer, and Galeton and Gill areas. The vehicle schedule will be based on passenger needs. A full day is allowed and passengers may be dropped off and picked up at several destinations in the Greeley area. Southeast Communities-Greeley Service is provided to residents of the southeast communities approximately twice a month. This includes Kersey, Keenesburg, Hudson, Prospect, and Lochbuie areas. The vehicle schedule will be based on passenger needs. A full day is allowed and passengers may be dropped off and picked up at several destinations in the Greeley area. Because of the proximity of some of these communities to other transit routes, if time allows more frequent service can be provided through flexing of other routes. SERVICES TO OTHER COUNTIES Transportation services to other counties are primarily oriented to providing residents with access to nearby medical and shopping facilities. One vehicle is scheduled for regular trips to other counties and a second may be used as needed. Generally these vehicles are scheduled to stay with the passengers, but based on travel schedules it may return to pick up or drop off other passengers. The basic schedule includes: Service to Denver: Passengers are transported from Greeley and south county on Mondays. If needed, especially for passengers who require an overnight stay, an additional trip will be made Tuesday morning, to include possible Boulder trips/returns. Service to Longmont: Passengers are transported from Weld County to Longmont and Boulder on Tuesdays. Service to Ft. Collin.: Service operates on Wednesday with an emphasis on serving passengers from Mid County areas with a primary destination of Loveland and Ft. Collins. UNSCHEDULED SERVICES The above scheduled services reflect the basic ridership patterns for the system. An additional two vehicles and 3,120 hours of transportation service is set aside for transportation needs that cannot be met by the scheduled services. The total rural public transportation system requires seven peak vehicles and two spares for a fleet of nine vehicles. Annually, 9,800 hours of service are provided. These services provide for a wide range of trips and are funded by a combination of Federal and local funds. Federal funds include rural transit funds (administered by Colorado Department of Transportation), Medicaid funding for Non-Emergency Medical Transportation (NEMT) and Home and Community-Based Services (HCBS), and Older Americans Act funding. In addition, these services are coordinated with services for residents of the urban area. While Greeley-Evans Transit is the primary provider for urban residents, the Weld County Minibus serves residents of La Salle who are low-income (though Community Services Block Grant funding) and transports residents of the urbanized area whose trips can be funded through Medicaid (NEMT or HCBS) to adult day care centers and to medical facilities outside the Greeley-Evans Transit service area. Services for urbanized area residents are program services, not general public services. They are funded through a combination of Medicaid and Community Services Block Grant programs. Together these services require three peak vehicles and one spare for a total of four vehicles. 36 • PO#:291000392 CLIN#:0A-HTD-00110 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 9,800 annual service hours and 141,768 annual route miles for calendar year 2008 (January 1 —December 31), as proposed in the application. F. Special Conditions of the Project 1. The Grantee will 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. 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. 37 PO#:291000392 CLIN#:08-HTD-00110 EXHIBIT B 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. 38 PO#:291000392 CLIN#:08-HTD-00110 EXHIBIT B 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 1. 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. 39 • PO#:291000392 CLIN#:08-HTD-00110 EXHIBIT B SECTION 531 I 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. 40 PO#:291000392 CLIN#:08-HTD-001 10 EXHIBIT C-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. Purpose. 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/MODEL/VIN 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 GRANTEE By: Print Name: Date: Title: 41 PO#:291000392 CLIN#:08-HTD-00110 EXHIBIT C 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: 42 PO#:291000392 CLIN#:08-HTD-001 Io SAMPLE OPTION LETTER Exhibit D Date: State Fiscal Year: Option Letter No. SUBJECT: (Please indicate purpose by choosing one of the following) 1 - Option to renew only (for an additional term) 2 - Change in the amount of goods within current term 3 - Change in amount of goods in conjunction with renewal for additional term 4 - Level of service change within current term 5- Level of service change in conjunction with renewal for additional term In accordance with Paragraph(s) of contract routing number (FY) (Agency) (Routing #1, between the State of Colorado, Department of/or Higher Ed Institution (acencv name), (division name) and (contractor's name) the state hereby exercises the option for an additional term of (include performance period here) at a cost/price specified in Paragraph/Section/Provision , AND/OR an increase/decrease in the amount of goods/services at the same rate(s) as specified in Paragraph/Schedule/Exhibit 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 ($ ). APPROVALS: State of Colorado: Bill Ritter, 3r., Governor By: Date: Executive Director/College President] Colorado Department of/or Higher Ed Institution ALL CONTRACTS MUST BE APPROVED BY THE STATE CONTROLLER CRS 24-30-202 requires that the State Controller approve all state contracts.This contract is not valid until the State Controller,or such assistant as he may delegate, has signed it. The contractor is not authorized to begin performance until the contract is signed and dated below. If performance begins prior to the date below, the State of Colorado may not be obligated to pay for goods and/or services provided. State Controller Leslie M.Shenefelt By: Date: Effective: January 9, 2007 43 PO#:291000392 CLIN#:08-HTD-00110 SAMPLE BILATERAL CHANGE ORDER LETTER Exhibit E Date: State Fiscal Year: Bilateral Change Order Letter No. In accordance with Paragraph of contract routing number(FY) (Agency) (Routing #) between the State of Colorado Department of or Higher Ed Institution (agency name) (division) and (contractor's name) covering the period of (include performance period here)) the undersigned agree that the supplies/services affected by this change letter are modified as follows: L Choice#1: Services/Supplies Exhibit/Attachment , Schedule of Equipment for Maintenance or Schedule of Delivery, is amended by (adding/deleting) or (increasing/decreasing) the level of services. The term of this contract is hereby modified by (increasing/decreasing) the ending term date as appropriate to the change made above. II. Choice#2: Price/Cost The maximum amount payable by the State for (service/commodity) in Paragraph/Schedule/Exhibit/Attachment/Provision/Section is(increased/decreased) by(S amount of change) to a new total of ($ ) based on the unit pricing schedule in Exhibit/Attachment . The first sentence in Paragraph is hereby modified accordingly. The total contract value to include all previous amendments, change orders, etc. is ($ ). III. Choice #3: No Cost Change The parties agree that the changes made herein are "no cost" changes and shall not be the basis for claims for adjustment to price, cost ceiling, delivery schedule, or other terms or conditions of the contract. The parties waive and release each other from any claims or demands for adjustment to the contract, including but not limited to price, cost, and schedule, whether based on costs of changed work or direct or indirect impacts on unchanged work. [Include this sentence]: The effective date of this change order is upon approval of the State Controller or (date), 20 _ whichever is later. Please sign, date, and return all copies of this letter on or before 20 APPROVALS: Contractor Name: State of Colorado: Bill Ritter, Jr., Governor By: Name: For the Executive Director Title: Colorado Department of Transportation ALL CONTRACTS MUST BE APPROVED BY THE STATE CONTROLLER CRS 24-30-202 requires that the State Controller approve all state contracts. This contract is not valid until the State Controller, or such assistant as he may delegate, has signed it. The contractor is not authorized to begin performance until the contract is signed and dated below. If performance begins prior to the date below,the State of Colorado may not be obligated to pay for goods and/or services provided. State Controller Leslie M. Shenefelt By: Date Effective: January 9, 2007 44 PO#:291000392 CLIN#:08-HTD-001 10 PROCUREMENT AUTHORIZATION EXHIBIT F ("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. 45 PO#:291000392 CLIN#:08-HTD-00110 EXHIBIT F 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 46 PO#:291000392 CLIN#:08-HTD-001 10 NOTICE OF ACCEPTANCE/NON-ACCEPTANCE EXHIBIT G The Grantee accepts the vehicle (YIN# ) 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 (YIN # ) 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 47 PO#: 291000392 CLIN#:08-I-TD-00110 Exhibit H (Insert Local Agencies Resolution Here) 48 Hello