The URL can be used to link to this page

Browse Search

Home My WebLink About20021160.tiff RESOLUTION RE: APPROVE 2002 AGREEMENTS FOR#5310 (CAPITAL EQUIPMENT) AND #5311 (ADMINISTRATION AND OPERATIONS) GRANTS AND AUTHORIZE CHAIR TO SIGN - COLORADO DEPARTMENT OF TRANSPORTATION WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado, and WHEREAS, the Board has been presented with the 2002 Agreements for#5310 (Capital Equipment) and #5311 (Administration and Operations) Grants 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, with terms and conditions being as stated in said agreement, and WHEREAS, the required matching amounts will be funded by the County, and WHEREAS, after review, the Board deems it advisable to approve said agreements, copies of which are attached hereto and incorporated herein by reference. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that the 2002 Agreements for the #5310 (Capital Equipment) and #5311 (Administration and Operations) Grants 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 are, approved. BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to sign said agreements. The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 6th day of May, A.D., 2002. BOARD OF COUNTY COMMISSIONERS r� WELD COUNTY, CO ORAD ATTEST: L4 `l �� 4\, �U� i11 . ` Glenn Vaad, Chair — Weld County Clerk to t B. ', j" . t ty I i EXCUSED BY. /n. cp „'` � David E. L g, Pro-Tem Deputy Clerk to the Boar is r ,Byi4.) Pl. eile APPROVED A O F ` . ---/ 5//- -, `— William H. Jerke bunty Attorney EXCUSED DATE OF SIGNING (AYE) 5/13 /13 Robert D. Masden Date of signature: 2002-1160 f6 0r HR0073 (4t MEMORANDUM "Dc. COLORADO TO: Glenn Vaad Chair, Board of County Commissioners t j FROM: Walter J. Speckman A A� �7X, Executive Director, Human Services`a ti DATE: May 6, 2002 SUBJECT: Grant 5310 Agreement with the Colorado Department of Transportation Enclosed for Board approval are the final signature sheets on the application for the 2002 5310 Colorado Department of Transportation Agreement. The Scope of Work and conditions of the Agreement are contained in Exhibit A of the document. Included in the Agreement is the amount of the Capital Equipment. A local match of$16,000 will be used to increase Transportation services to the Senior and Disabled population of Weld County. If you have any questions, please telephone Patsy Drewer, Transit Systems Administrator, at 353-3800 extension 3490 ,?Gc,a-//6O MEMORANDUM 111k. COLORADO TO: Glenn Vaad Chair, Board of County Commissioners FROM: Walter J. Speckman „ty i`I,7\ Executive Director, Human Services ,;y`'' DATE: May 6, 2002 SUBJECT: Grant 5311 Agreement with the Colorado Department of Transportation Enclosed for Board approval are the final signature sheets on the application for the 2002 5311 Colorado Department of Transportation Agreement. The Scope of Work and conditions of the Agreement are contained in Exhibit A of the document. A local match of $67,700 for Administration and Operational costs will be used to increase transportation services to the rural general public of Weld County. If you have any questions, please telephone Patsy Drewer, Transit System Administrator, at 353-3800 extension 3490. be-//GU STATE OF COLORADO Department of Transportation OT. Transit Unit, B606 4201 East Arkansas Avenue Denver, CO 80222-3400 msr«�ert�nIoi (303) 757-9769 January 10, 2002 Dear Grantee: Enclosed is one copy of the contract ("Agreement")for Section 5310 funds awarded to your organization for 2002. I have enclosed one complete copy of the contract,which you may retain for your records until an executed contract is returned. By not providing all three copies of the full contract,we cut down on the volume of mail. Please return three signature panes with original signatures as soon as possible. Notice that this is a new signature page so if you have one that you have been using in the past, please destroy it and use this one. Also, return one original of the Resolution. I have enclosed a SAMPLE Resolution for your reference. There are no changes in the Resolution. These are a required part of the contract. Without the Resolution and signature panes,we cannot forward the contract for sinning at CDOT. It may take as much as three weeks to have the contract executed once we receive the signature pages. The signature pages and Resolution must be signed by the highest elected official (Mayor, County Commissioner, Chairman of the Board, President, etc.) authorized to sign for the organization. (If a staff member signs, we must have adequate documentation submitted that the person is authorized to sign for the organization.) This should be the same person or position that signed the 2002/2003 application. Please be sure to have that person's signature"ATTESTED". See the left side of the signature page directly lunder the signature. List your formal corporate/agency name under"Contractor"on the left side signature page. Please call me if you corporate/agency name is different than what is listed on page 1 of the enclose contract. Please check to see that the FEIN number matches the corporate/agency name and address. This is where the reimbursement check will be sent. The State will fill in the execution date at the top of page 1 and return an original executed contract to you. Please be sure to carefully review the entire Scope of Work(Exhibit A), for this is the work you are responsible for performing under this contract. Please call me at(303)757-9769 if you have any questions. Sincerely, Pat Loose Transit Manager enclosures 0200,2-/160 R © Hr4 -050 z6' AGREEMENT TA THIS AGREEMENT, made this ) 7 day of iN 4e, , 20 O.7, by and between the STATE OF COLORADO for the use and benefit of the STATE DEPARTMENT OF TRANSPORTATION,DIVISION OF TRANSPORTATION DEVELOPMENT,hereinafter referred to as the State, and WELD COUNTY, DIVISION OF HUMAN SERVICES,P.O. Box 1805, GREELEY CO 80632 , a public body, hereinafter referred to as the Grantee. WHEREAS, authority exists in the Law, and funds have been budgeted, appropriated and otherwise made available, and a sufficient unencumbered balance thereof remains available for payment in Fund Code 400 Organization Code 9891, 9742, and 9746 Appropriation Code 402 Program Code 5000 Function Code 1510 Object Code 5180 1 N GBL Code JW 83,11W 83 and JW 83 Reporting Code 0510,FEIN Number, 846000813 G Encumbered Amounts $73,016, $3,492 and $3.492.The Catalog Federal Domestic Assistance number(CFDA)that relates to this contract in relation to audits is 20.513, and; WHEREAS,required approval, clearance, and coordination has been accomplished from and with appropriate agencies; and WHEREAS, Section 5310, of 49 U.S.C. § § 5301 et seq., as amended,hereinafter referred to as the Federal Transit Act or the Act,provides for capital grants to private nonprofit corporations and associations and certain public bodies for the specific purpose of assisting them in providing transportation services to meet the special needs of elderly persons and person with disabilities foe whom mass transportation services are unavailable, insufficient, or inappropriate; and WHEREAS,the Grantee has proposed a project in the form of an application for funding under Section 5310 of the Act,hereinafter referred to as the "Project"; and WHEREAS, Sections 43-1-601, C.R.S. 1973 authorizes the State 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 5310 of the Act, being a grant program for the purpose of assisting nonprofit corporations and associations and certain public bodies in making transportation services available to elderly persons and persons with disabilities; 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 Department of Transportation to evaluate and select projects proposed by private nonprofit organizations and associations and certain public bodies and to coordinate the grant applications; 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 needs of elderly persons and persons with disabilities in the State; NOW, THEREFORE, it is hereby agreed that: SECTION 1. PURPOSE OF AGREEMENT. The purpose of this Agreement 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. 1 aUUv2 - //60 SECTION 2.ACCOMPLISHMENT OF THE PROJECT. A. General Requirements.The Grantee shall commence,carry out, and complete the Project with all practicable dispatch,in a sound, economical, and efficient manner,in accordance with the terms and conditions of this Agreement,the terms and conditions of Exhibit A, "Scope of Work and Conditions," Exhibit B, "Audit Requirements",Exhibit C, "Security Agreement" (if applicable), Exhibit D, "Sample Change Order Letter," which are incorporated herein by this reference, and all applicable laws, regulations, • and published policies. In general,the terms of the U.S.Department of Transportation regulations, "Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments," 49 C.F.R.Part 18, are applicable to Projects with governmental and non-governmental bodies.The Grantee further agrees to follow the "Common Rule Guidelines for Recipients of FTA Funds", and the applicable provisions of the most current"Master Agreement" between the FTA and the State, which are incorporated herein by reference. B.Application of Federal, State. and Local Laws and Regulations. 1.Pursuant to Federal. State, and Local Law. In performance of its obligations under this Agreement, the Grantee shall comply with all applicable provisions of federal, state, and local law.All limits or standards set forth in this Agreement to be observed in the performance of the Project are minimum requirements, and all more stringent State or local standards as outlined in the body of this Agreement shall be applicable to the performance of the Project. 2. State or Territorial Law. Except to the extent that a federal statute or regulation preempts State or territorial law,nothing in the Agreement shall require the Grantee to observe or enforce compliance with any provision thereof,perform any other act, or do any other thing in contravention of any applicable State or territorial law;however,if any of the provisions of the Agreement violate any applicable State or territorial law, or if compliance with the provisions of the Agreement would require the Grantee to violate any applicable State or territorial law,the Grantee agrees to notify the State immediately in writing in order that the State and the Grantee may make appropriate arrangements to proceed with the Project as soon as possible. C. Funds of the Grantee. Except as approved otherwise by the State,the Grantee agrees to complete all proceedings necessary to provide the local share of the Project costs at or before the time that such funds are needed to meet Project expenses. D. Changed Conditions of Performance.The Grantee agrees to notify the State immediately of any change in local conditions or any other event that may significantly affect its ability to perform the Project in accordance with the terms of this Agreement. In addition,the recipient agrees to notify the State immediately of any decision pertaining to the Grantee's conduct or litigation that may affect the State's interests in the Project or the State's administration or enforcement of applicable Federal laws or regulations. Before the Grantee may name the State as a party to litigation for any reason, the Grantee agrees to inform the State;this provision applies to any type of litigation whatsoever, in any form arising out of this Agreement or the Project. E.No State Obligations to Third Parties. Absent the State's express written consent, and not withstanding any concurrence by the State in or approval of the award of any contract of the Grantee(third party contract)or subcontract of the Grantee(third party subcontract)or the solicitation thereof, the State shall not be subject to any obligations or liabilities to third party contractors or third party subcontractors or any other person not a party to this Agreement in connection with the performance of this Project. F. Period of Performance. This Agreement shall commence on the date all required signatures are affixed hereto,including that of the State Controller, as reflected by the date to be inserted by the State on the first page of this Agreement, and shall terminate as outlined in Sections 8 and 10 of this Agreement, and as further described in the body of this Agreement. G. Contract Changes. Any change in this Agreement shall be in the form of a written supplement signed by the parties to this Agreement. H.Pursuant to Applicable Regulations.The Project shall be performed by the Grantee pursuant to all applicable federal requirements,which shall be made available to the Grantee. 2 SECTION 3.ETHICS. A.Code of Ethics. The Grantee agrees to maintain and to require its subcontractors to maintain a written code or standards of conduct that shall govern the performance of its officers, employees, and board members engaged in the award and administration of contracts supported by Federal funds. The code or standards shall also provide that the Grantee's and subcontractor's officers, employees, and board members shall neither solicit nor accept gratuities, favors, or anything of monetary value from present or potential contractors or sub recipients.The Grantee and subcontractor may set minimum rules where the financial interest is not substantial or the gift is an unsolicited item of nominal intrinsic value. As permitted by State or local law or regulations, such code or standards of conduct shall provide for penalties, sanctions, or other disciplinary actions for violations by the Grantee's and subcontractor's officers, employees, and board members. (1) Personal Conflict of Interest. The Grantee's and subcontractor's code or standards must provide that no employee, officer, or board member, of the Grantee and subcontractor may participate in the selection, award, or administration of a contract supported by Federal funds if a real or apparent conflict of interest would be involved. Such a conflict would arise when any of the parties set forth below has a financial or other interest in the firm selected for award: a. The employee,officer,or board member; b. Any member of his or her immediate family; c. His or her partner; d. An organization that employs,or is to employ, any of the above. (2) Organizational Conflict of Interest. The Grantee's and subcontractor's code or standards of conduct must include procedures for identifying and preventing real and apparent organizational conflicts of interest. An organizational conflict of interest exists when the nature of the work to be performed under a proposed third party contract may,without some restrictions on future activities,result in an unfair competitive advantage to the contractor or impair the contractor's objectivity in performing the contract work. B.Bonus or Commission.The Grantee warrants that it has not paid, and agrees not to pay, any bonus or commission for the purpose of obtaining approval of its application for financial assistance for this project. C.Prohibition Against Use of Federal Funds for Lobbying.The Grantee agrees to refrain from using Federal funds to support lobbying and to comply with the applicable provisions of 31 U.S.C. § 1352and U.S.DOT regulations, "New Restrictions on Lobbying," 49 C.F.R.Part 20.If the Grantee is receiving $100,000 or more in Federal funds, it agrees it shall specifically certify compliance with these provisions in a format provided by the State. D. Employee Political Activity.The terms of the"Hatch Act", 5 U.S.C. § 1501 through 1508, and Office of Personnel Management regulations, "Political Activity of State and Local Officers or Employees," 5 C.F.R. Part 151, apply to State and local agencies and their officers and employees to the extent covered by the statute and regulations.The "Hatch Act"restricts the political activity of an individual principally employed by a State or local executive agency in connection with a program financed in whole or in part by a Federal loan, grant,or cooperative agreement. However,the "Hatch Act" does not apply to a non-supervisory employee of a transit system(or of any other agency or entity performing related functions)receiving FTA assistance to whom the "Hatch Act" is otherwise inapplicable. E.False or Fraudulent Statements or Claims. The Grantee acknowledges that should it make a false, fictitious, or fraudulent claim, statement, submission,or certification to the State in connection with this Project, the State reserves the right to impose on the Grantee the penalties of 18 U.S.C. § 1001, 31 U.S.C. §§ 3801 et seq., and 49 U.S.C. app. § 1607a(h), as the State deems appropriate. The terms of U.S.DOT regulations, "Program Fraud Civil Remedies," 49 C.F.R.Part 31, apply to Project. SECTION 4.PROJECT BUDGET AND LOCAL SHARE.The Project budget shall be as set forth in Exhibit A, "Scope and Conditions. Except as permitted otherwise by Federal law,the Grantee agrees to provide sufficient funds or approved in-kind resources,together with the Federal financial assistance 3 awarded herein,to assure payment of the actual cost of this Project.The Grantee agrees that no local share funds will be derived from revenues obtained from using the Project facilities,equipment or operations, nor shall other Federal funds be used except as otherwise provided in Exhibit A. The Grantee agrees to complete all proceedings necessary to provide the local share of the Project costs at or before the time those funds are needed to meet Project expenses. SECTION 5.ACCOUNTING RECORDS A. Project Accounts.The Grantee agrees to establish and maintain for the Project either a separate set of accounts, or accounts within the framework of an established accounting system, in a manner constant with 49 C.F.R. § 18.20, or OMB Circular A-133,Revised,whichever is applicable. B. Funds Received or Made Available for the Project. Consistent with the provisions of 49 C.F.R. 18.21, or OMB Circular A-133, Revised,whichever is applicable, the Grantee agrees to record in the Project account, and deposit in a financial institution, Project payments received by it from the State pursuant to this Agreement and all other funds provided for, accruing to,or otherwise received on account of the Project(Project Funds). The Grantee is encouraged to use financial institutions that are owned at least 50 percent by minority group members. C. Documentation of Project Costs. All allowable costs charged to the Project, including any approved services contributed by the Grantee or others, shall be supported by properly executed payrolls,time records,invoices,contracts, or vouchers evidencing in detail the nature of the charges. The Grantee also agrees to maintain accurate records of all Program Income derived from Project implementation; this requirement,however,does not apply to income of the Grantee that is determined by the State to be private. D. Checks, Orders, and Vouchers. The Grantee agrees to refrain from drawing checks or orders for goods or services to be charged against the Project account until it has on file in its office a properly signed voucher describing in proper detail the purpose of the expenditure.The Grantee also agrees that all checks, payrolls, invoices, contracts,vouchers, orders, or other accounting documents pertaining in whole or in part to the Project shall be clearly identified,readily accessible, and to the extent feasible,kept separate from documents not pertaining to the Project. SECTION 6.REPORTING,RECORD RETENTION AND ACCESS A. Record Retention.During the course of the Project and for three years thereafter,the Grantee agrees to retain intact and to provide any data, documents,reports,records, contracts, and supporting materials relating to the Project as the State may require.Reporting and record-keeping requirements for governmental recipients are set forth in 49 C.F.R.Part 18.Reporting and record-keeping requirements for private non-profit and for-profit recipients, are set forth in OMB Circular A-110. Project closeout does not alter these requirements. B.Access to Records. Upon request,the Grantee agrees to permit the Secretary of Transportation and the Comptroller General of the United States,or their authorized representatives,to inspect all Project work, materials,payrolls,and other data,and to audit the books,records, and accounts of the Grantee and its subcontractors pertaining to the project. The Grantee agrees to require each third party contractor whose contract award is not based on competitive bidding procedures as defined by the State to permit the inspection of all work, materials,payrolls, and other data, and records involving the contract, and to audit the books,records, and accounts involving the contract as it affects the Project. C.Reporting. During the term of this Project, except as provided in(5)below,the Grantee shall submit requests for reimbursements to the State in accordance with the requirements of this Section and with detailed written instructions provided by the State. 1. Reports shall be submitted on forms provided to the Grantee by the State. 2.Reports shall be fully completed through the period for reimbursement eligibility as stated in Exhibit A and include at least the following elements: a.Eligible Project costs indicating the line items that correspond to the budget for the Project. b. Operating and financial data. c. An annual certification of Project equipment if capital equipment was purchased as part of this 4 Agreement. 3. Requests for reimbursement for Project costs will be paid to the Grantee after presentation of invoice(s)to the State for eligible costs through the date set forth in Exhibit A. 4. All requests for reimbursement shall be submitted no later than 60 days following the incurrence of reimbursable cost for the term of the Project,except as otherwise provided herein or in Exhibit A. If reports and request for reimbursements are not submitted within these times periods the Grantee shall be considered in violation of the Agreement and subject to nonpayment of the requested cost or termination of the Project as outlined in Section 9 of this Contract and may be denied future grant awards,at the discretion of the State. 5.Notwithstanding any prior termination of this Agreement under Section 9 of this Agreement, if capital equipment is purchased under this Agreement,the Grantee shall continue to provide the annual certification of Project equipment as above in which there is a federal interest in the equipment,as determined by the State. 6.The Grantee agrees to provide any other reports the State may require. D. Project Closeout. Project closeout does not alter these reporting and record retention requirements. SECTION 7. PAYMENTS,ALLOWABLE COSTS AND CLAIMS. A. Requests for Payment.The requests for reimbursement for Payment of the Federal share of allowable costs will be paid to the Grantee upon presentation of invoice(s)to the State through the date set forth in Exhibit A of this Agreement. B. Allowable Costs. The Grantee's expenditures will be reimbursed if they meet all requirements set forth below: 1. Conform with the Project Description and the approved Project Budget and all other terms of this Agreement; 2. Be necessary in order to accomplish the Project; 3. Be reasonable for the goods or services purchased; 4. Be 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. Be incurred(and be for work performed)after the date of this Agreement; 6. Unless permitted otherwise by Federal statute or regulation, conform with Federal Guidelines or regulations and Federal cost principles as set forth below: (a)For Grantees that are governmental organizations,the standards of OMB Circular A-87, Revised, "Cost Principles for State and Local Governments" apply. (b)For Grantees that are private nonprofit organizations,the standards of OMB Circular A-122,Revised, "Cost Principles for Nonprofit Organizations" apply. (c)For Grantees that are private for-profit organizations,the standards of the Federal Acquisition Regulation,48 C.F.R. Chapter 1, Subpart 31.2, "Contracts with Commercial Organizations" apply. 7. Be satisfactorily documented; and 8. Be treated uniformly and consistently under accounting principles and procedures approved and prescribed by FTA or the State for the Grantee, and those approved or prescribed by the Grantee for its contractors. C.Disallowable Costs. In determining the amount of Federal assistance FTA will provide,the State will exclude: 1.Any Project costs incurred by the Grantee before the obligation date of this Agreement or amendment thereof,whichever is later. 2.Any costs incurred by the Grantee that are not included in the Scope of Work. 3. Any cost incurred by the Grantee after the termination of this Agreement or amendment. 4. Any costs for goods or services received under a third party contract or other arrangement that is required to be approved by the State but which has not been approved by the State. 5 D. Final Determination. The Grantee agrees that reimbursement of any cost under this Agreement does not constitute a final State decision about the allow ability of that cost and does not constitute a waiver of any violation by the Grantee of the terms of this Agreement.The Grantee understands that the State will not make a final determination about the allow ability 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 part of the Federal funds requested, the State will notify the Grantee stating the reasons therefor. Project closeout will not alter the Grantee's obligation 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 law,the State may recoup any Federal assistance funds made available under this Project as needed to satisfy any outstanding monetary claims that the State may have against the Grantee. Exceptions pertaining to disallowed costs are set forth in FTA directives or in other written Federal guidance. E. Claims and Excess Payments. Upon notice by the State to the Grantee of specific amounts due,the Grantee agrees to remit to the State promptly any amounts due for claims, excess payments, or disallowed costs,including any interest due, in accordance with guidelines in the Master Agreement. F. Deobligation of Funds.The State reserves the right to deobligate unexpended Federal funds before Project closeout. SECTION 8.AUDIT AND CLOSEOUT A. Standard Audit Requirements.The Grantee must perform timely audits and provide the State with the results of such audits, as required by the applicable provisions of OMB circular A-133, which is incorporated herein by this reference. Such audits shall test compliance with the items specified in Exhibit B and shall be completed by the Grantee if it is a State or local government, Indian Tribal government or private nonprofit organization. Pursuant to the FTA criteria,FTA or the State may waive the OMB Circular A-133 audit requirement or substitute a requirement of a grant audit performed in accordance with the Comptroller General Standards. All grantee audit reports must be submitted to the State within 30 days of their issuance, and not later than one year after the termination of this Agreement. B.Additional Audits.The Grantee is responsible for obtaining any other audits required by FTA or the State. Project closeout will not alter the Grantees audit responsibilities. C.Audit Costs. Audit costs for Project administration and management are allowable Project costs to the extent authorized by OMB Circular A-87,Revised, OMB Circular A-21,Revised,or OMB Circular A122, Revised, as may be applicable. D.Project Closeout. Project closeout occurs when the contract expires, as set forth in Exhibit A, and the State has forwarded the final payment to the Grantee. The Grantee agrees that Project closeout does not invalidate any continuing obligations imposed on the Grantee by this Agreement. SECTION 9. TERMINATION. A. Termination by own terms. This Agreement will terminate by its own terms as set forth in Exhibit A. B. For Convenience. The parties may rescind this Agreement and terminate the Project if both parties agree that the continuation of the Project would not produce beneficial results commensurate with the further expenditure of funds. C. For Cause.Upon written notice,the Grantee agrees that the State may suspend or terminate all or part of the financial assistance provided herein if the Grantee has violated the terms of this Agreement,or if the State determines the purposes of the statute under which the Project was authorized would not be adequately served by continuation of Federal financial assistance for the Project. Any failure to make reasonable progress of the Project or other violation of the Agreement that significantly endangers substantial performance of the Project shall provide sufficient grounds for the State to terminate this Agreement. In general,termination of any financial assistance under this Agreement will not invalidate obligations properly incurred by the Grantee and concurred in by the State before the termination date,to the extent those obligations cannot be canceled. However, if the State determines that the Grantee has willfully misused Federal assistance funds by failing to make adequate progress, failing to make reasonable use of the Project real property, facilities, or equipment,or failing to adhere to the terms of this Agreement, 6 the State reserves the right to require the Grantee to refund the entire amount of Federal funds provided under this Agreement or any lesser amount as may be determined by the State. D. Action upon Termination.Upon termination of this Agreement and the Project under the provisions of paragraph A,B or C 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 10.REAL PROPERTY,EOUIPMENT AND SUPPLIES. A. Use of Project Equipment.Where appropriate,the Grantee agrees that Project real property, equipment,and supplies shall be used for the provision of transit services for the duration of their useful life, as determined by the State. Should the Grantee unreasonably delay or fail to use Project real property, equipment,or supplies during their useful life,the Grantee agrees that the State may require the Grantee to return the entire amount of the Federal assistance expended on that real property, equipment,or supplies. The Grantee further agrees to notify the State immediately when any Project real property or equipment is withdrawn from use in transit service or when real property is used in a manner substantially different from the representations made by the Grantee in its Application or the text of Exhibit A, "Scope of Work and Conditions". B. General Requirements. A Grantee that is a governmental entity agrees to comply with the property management standards of 49 C.F.R. § 18.3 1, 18.32,and 18.34,including any amendments thereto, and other applicable guidelines or regulations that the State may issue.A Grantee that is not a governmental entity agrees to comply with OMB Circular A-110,Revised, including any amendments thereto, and other applicable guidelines or regulations that the State may issue. Exceptions to these requirements of 49 C.F.R.§ §18.31, 18 .32,and 18.83, and to OMB Circular A-110,Revised,must be specifically approved by the State. C. Definition of Project Equipment.Project equipment shall include any equipment item with a unit cost of$1,000 or more and a useful life exceeding one year. D.Maintenance of Project Equipment. The Grantee agrees that Project equipment shall be maintained in good operating order, and in accordance with any guidelines, directives,or regulations that FTA or the State may issue. E. Title to Project Equipment. Title to Project equipment shall be in the Grantees name and shall be subject to the restrictions on use and disposition of the Project equipment set forth herein.The State shall retain physical possession of said title until there is no longer any Federal interest in the Project equipment. The State shall place a lien on the Project equipment in the amount of the Federal share of the Project, as set forth in Exhibit A, and shall maintain such lien until there is no longer any Federal interest in the Project equipment or until disposition of the equipment,which ever comes first.The Grantee shall comply with the provisions of the Security Agreement set forth in Exhibit C. SECTION 11.ENCUMBRANCE OF PROJECT PROPERTY. A.Unless expressly authorized in writing by the State,the Grantee agrees to refrain from: 1. Executing any transfer of title, lease, lien,pledge,mortgage,encumbrance, contract, grant anticipation note, alienation, or other obligation that in any way would affect the Federal interest in any Project real property or equipment which Grantee owns, or 2. Obligating itself in any manner to any third party with respect to Project real property or equipment which Grantee owns. B.The Grantee agrees to refrain from taking any action or acting in a manner that would adversely affect the Federal interest or impair the Grantee's continuing control over the use of Project real property or equipment,which Grantee owns. SECTION 12.INSURANCE. A.The Grantee agrees to carry and to require subcontractors and sub recipients to carry standard Worker's Compensation insurance in statutory limits. B.If the Grantee receives Federal funding for capital equipment and/or operating assistance, the Grantee agrees to: 7 1. Maintain and to require subcontractors and sub recipients to maintain in full force and effect during the term of the Agreement Comprehensive General and Automobile Liability Policy for amounts not less than: Bodily Injury, $400,000 each occurrence; Property Damage, $400,000 each occurrence; or $600,000 combined single limit. If the Grantee is a "public entity" within the meaning of the Colorado Governmental Immunity Act, Section 24-10-101, et.seq. C.R.S. as amended("Act"),the Grantee shall maintain such insurance by commercial policy or self-insurance as is necessary to meet Grantee's liabilities under the Act. 2. Submit annually to the State,within 30 days of the issuance of each insurance policy, certification that demonstrates the Grantee and subcontractors and sub recipients are carrying the above-described insurance. 3.Name the State or require subcontractors and sub recipients to name the State as loss payee on the policies for equipment purchased with Project funds and submit evidence of such to the State annually. C.The Grantee shall name the State as loss payee on the insurance policies for equipment purchased with Project funds and submit evidence of such to the State annually. D.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 13.PROCUREMENT. A. Federal and State Procurement Standards. The Grantee agrees that all purchases financed in whole or in part pursuant to this Agreement by the State or the Grantee, will be in accordance with Colorado Department of Transportation guidelines, applicable State law, and the standards set forth in 49 C.F.R. Part 18 or OMB Circular A-102, as may be applicable, and with any supplementary directives or regulations including FTA Circular 4220. 1B, and any revisions thereof,as may be applicable.The Grantee agrees to use Project funds for capital equipment only as described in Exhibit A, "Scope of Work and Special Conditions". B. Exclusionary or Discriminatory Specifications.Apart from inconsistent requirements imposed by Federal statute or regulations, the Grantee agree that it will comply with the requirements of 49 U.S.C. § 5323(h)(2)by refraining from using any Federal assistance awarded by the State to support procurements using exclusionary or discriminatory specifications. C. Geographic Restrictions. The Grantee agrees to refrain from using state or local geographic preferences, except those expressly mandated or encouraged by Federal statute,and as permitted by FTA. D. Award to Other Than the Lowest Bidder.In accordance with 49 U.S.C. § 5626(c),the Grantee may award a third party contract to other than the lowest bidder in connection with the procurement when such award furthers objectives consistent with the purposes of 49 U.S.C. Chapter 53 and any implementing regulations,circulars,manuals, or other guidance FTA may issue. E. Ineligible Bidders.Unless otherwise permitted by the FTA or State,the Grantee shall refrain from awarding any third party contract to a party included in the U.S.General Services Administration's list of Parties Excluded from Federal Procurement or Non-procurement Programs. Before entering into any third party contract exceeding$100,000,the Grantee agrees to obtain a debarment and suspension certification from each such third party contractor and provide the State a copy of such certification, as requested by the State. F.Buy America. For any purchase utilizing FTA funds and exceeding a threshold cost of$100,000,the Grantee must comply with 40 U.S.C. § 5323 (,j),FTA's Buy America regulations at 49 C.F.R. Part 661, and any amendments thereto, and any implementing guidance issued by FTA with respect to any third party contract financed under this agreement. G. Cargo Preference-Use of United States -Flag Vessels. Pursuant to regulations published at 46 C.F.R.Part 381,the Grantee shall obtain from the State appropriate references and clauses to be inserted in all contracts it awards in which equipment,materials or commodities may be transported by ocean vessel in carrying out the Project. H. Bus Testing.To the extent applicable,the Grantee agrees to comply with FTA regulations, "Bus 8 Testing," 49 C.F.R. Part 663, and any revisions thereto. I. Pre-award and Post-delivery Audit. To the extent applicable, the Grantee agrees to comply with FTA regulations "Pre-Award and Post-Delivery Audits of Rolling Stock Purchases," 49 C.F.R. Part 663, and any revisions thereto. J.False or Fraudulent Statements and Claims. The Grantee acknowledges and agrees that by signing this agreement it certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, or may make pertaining to the statements contained in its application for funding. In addition to other penalties that may be applicable, the Grantee also acknowledges that if it makes a false, fictitious, or fraudulent claim, statement, submission, or certification,the State reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986,as amended, on the Grantee to the extent the State deems appropriate. K, Settlement of Third Party Contract Disputes or Breaches.The term third-party contract, as used in this Agreement, is defined as a contract between the Grantee and any subcontractor from which the Grantee has procured a good and/or service commercially from the subcontractor through written agreement. The State has a vested interest in the settlement of disputes, defaults, or breaches involving any federally-assisted third party contracts. The State retains the right to a proportionate share,based on the percentage of the Federal share committed to the Project,of any proceeds derived from any third party recovery.Therefore,the Grantee shall avail itself of all legal rights available under any third party contract. The Grantee shall notify the State of any current or prospective litigation or major disputed claim pertaining to any third party contract.The State reserves the right to concur in any compromise or settlement of the Grantee's claim(s)involving any third party contract,before making federal assistance available to support that settlement. If the third party contract contains a liquidated damages provision, any liquidated damages recovered shall be credited to the Project account involved unless the State permits otherwise. SECTION 14.PATENT RIGHTS. A. If any invention,improvement, or discovery of the Grantee or any of its third party contractors is conceived or first actually reduced to practice in the course of,or under this 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 the State immediately and provide a detailed report. The rights and responsibilities of the Grantee, third party contractors and the State with respect to such invention, improvement or discovery will be determined in accordance with applicable federal laws,regulations, policies,and any waivers thereof. B.The Grantee agrees to include the requirements of Section 13 (A)of this Agreement in its third party contracts under this Project. SECTION 15.RIGHTS IN DATA AND COPYRIGHT. A.The term"subject data" as used herein means recorded information, whether or not copyrighted,that is delivered or specified to be delivered under this Agreement. The term includes graphic or pictorial delineation's in media such as drawings or photographs; text in specifications or related performance or design-type documents; machine forms such as punched cards, magnetic tape, or computer memory printouts; and information retained in computer memory. B. The following restrictions apply to all subject data first produced in the performance of this Agreement: 1. Except for its own internal use,the Grantee shall 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 written consent of FTA until such time as FTA may have released such data to the public. 2. As authorized by 49 C.F.R. § 18.34, the FTA reserves a royalty-free,nonexclusive,and irrevocable license to reproduce,publish or otherwise use,and to authorize others to use, for Federal Government purposes: (a) Any work developed under a grant, cooperative agreement, sub-grant,or third party contract, irrespective if whether or not copyright has been obtained; and 9 (b) Any rights of copyright to which a Grantee, sub-recipient, or a third party contractor purchases ownership with Federal assistance. SECTION 16. CIVIL.RIGHTS A.Prohibitions Against Discrimination in Federal Programs.The grantee agrees to comply with and assure the compliance by its third party contractors and subcontractors under this Project,with all requirements of Title VI of the Civil Rights Act of 1964, 42 U.S.C. § 2000d;49 U.S.C. 5332; and 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, and any implementing requirements FTA may issue. B.Equal Employment Opportunity.The following requirements apply to the Project: (1)In implementing the Project,the Grantee may 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,the following: employment,upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination,rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Grantee shall insert the foregoing provisions (modified only to show the particular contractual relationship)in all its third party contracts for Project implementation, except contracts for standard commercial supplies or raw materials and construction contracts, and shall require all such contractors to insert a similar provision in all subcontracts, except subcontracts for standard commercial supplies or raw materials. (2)If, as a condition of assistance, the Grantee has submitted and the State and FTA has approved, an equal employment opportunity program that the Grantee agrees to carry out, such program is incorporated into this Agreement by reference. Such program shall be treated as a contractual obligation; and failure to carry out the terms of that equal employment opportunity program shall be treated as a violation of this Agreement.Upon notification to the Grantee of its failure to carry out the approved program,the State and FTA will impose such remedies as they may deem appropriate,which remedies may include termination of financial assistance as set forth in Section 9 of this Agreement or other measures that may affect the ability of the Grantee to obtain future financial assistance under the Federal Transit Act, as amended;Title 23, United States Code(Highways),or the Intermodal Surface Transportation Efficiency Act of 1991,Pub.L. 102-240. C.Disadvantaged Business Enterprises. The Grantee agrees to facilitate participation of disadvantaged ' business enterprises(DBEs) as follows: (1)The Grantee agrees to comply with current U.S.DOT regulations at 49 C.F.R.Part 23, including any amendments that may be issued during the term of this Agreement. (2)The Grantee agrees that it will not discriminate on the basis of race,color,national origin, or sex, in the award and performance of any U.S. DOT assisted contract.The Grantee agrees to take all necessary and reasonable steps under 49 C.F.R.Part 23 to ensure that eligible DBEs have the maximum feasible opportunity to participate in U.S.DOT assisted contracts.The Grantee's DBE program,if required by 49 C.F.R.Part 23 and as approved by the U.S.DOT,is incorporated by reference in this Agreement. Implementation of this program is a legal obligation and failure to carry out its terms shall be treated as a violation of this Agreement. Upon notification to the Grantee of its failure to carry out its approved program,the U.S.DOT may impose sanctions as provided for under 49 C.F.R.Part 23. (3)The Grantee agrees to include the following clause in all agreements between the Grantee and Sub recipients and in all third party contracts assisted by the FTA between the Grantee or sub recipients and third part contractors: The(Contractor, Sub-recipient,or Subcontractor) shall not discriminate on the basis of race, color, national origin, or sex in the performance of this(contract or agreement).The recipients of 49 C.F.R.Part 23 and the grantee's U.S.DOT-approved Disadvantaged Business Enterprise DBE)Program(where required)are incorporated in this(contract or agreement)by reference.Failure by the(Contractor, Sub 10 recipient, or Subcontractor)to carry out these requirements is material breach of this(contract or agreement),which may result in the termination of this(contract or agreement or such other remedy as (the Grantee)deems appropriate. (4)The Grantee agrees to treat lessees as follows: (a)The Grantee agrees not to exclude DBEs from participation in business opportunities by entering into long-term,exclusive agreements with non-DBEs for the operation of major transportation-related activities for the provision of good and services to the facility or to the public on the facility. (b)Except as provided in this Section,the Grantee agrees to include lessees in its affirmative action programs.The requirements of 49 C.F.R Part 23, do not apply to lessees, except for the requirement that lessees avoid discrimination against DBEs. D.Access Requirements for Individuals with Disabilities.The Grantee agrees to comply with, and require that any sub-recipient, or third party contractor under this Project comply with all applicable requirements of the Americans with Disabilities Act of 1990(ADA),42 U.S.C. § 12101 et seq.; section 504 of the Rehabilitation Act of 1973,as amended,29 U.S.C. § 794; and the following Federal regulations including any amendments thereto: 1.U.S.DOT regulations, "Transportation Services for Individuals with Disabilities(ADA)," 49 C.F.R.Part 37; 2. U.S. DOT regulations, "Nondiscrimination on the Basis of Handicap in Programs and Activities Receiving or Benefiting from Federal Financial Assistance,"49 C.D.R.Part 27; 3.U.S. DOT regulations, "Americans With Disabilities(ADA)Accessibility Specifications for Transportation Vehicles," 49 C.F.R. Part 38; 4.Department of Justice (DOJ)regulations, "Nondiscrimination on the Basis of Disability in State and Local Government Services," 28 C.F.R.Part 35; 5. DOJ Regulations, "Nondiscrimination on the Basis of Disability by Public Accommodations and in Commercial Facilities," 28 C.F.R.Part 36; 6. General Services Administration regulations, "Construction and Alteration of Public Buildings," "Accommodations for the Physically Handicapped," 41 C.F.R.Part 101-19; • 7.Equal Employment Opportunity Commission(EEOC) "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C.F.R.Part 1630; 8.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 9.FTA regulations, "Transportation for Elderly/Handicapped Persons," 49 C.F.R.Part 609 10.Any implementing requirements FTA may issue. SECTION 17.ENVIRONMENTAL AND RESOURCE CONSERVATION REOUIREMENTS The Grantee recognizes that many Federal and State statutes imposing environmental,resource conservation,and energy 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 1969,42 U.S.C. § 4321 et seq.,the Clean Air Act, as amended,42 U.S.C. § 7401 et seq, and scattered sections of 29 U.S.C.; the Clean Water Act, as amended, scattered sections of 33 U.S.C. and 12 U.S.C.,the Resource Conservation and Recovery Act, as amended,42 U.S.C. § 6901 et seq.; and the Comprehensive Environmental Response, Compensation, and Liability Act, as amended,42 U.S.C. § 6901 et seq.The Grantee also recognizes that the Environmental Protection Agency(EPA),the Federal Highway Administration(FHWA)and other agencies of the Federal Government have issued and are expected in the future to issue requirements in the form of regulations, guidelines, standards; orders, or other directives that may effect the Project. Accordingly, the Grantee agrees to adhere to,and impose on its sub recipients, any such Federal requirements, as the Government may now or in the future promulgate. Listed below are requirements of particular concern to the FTA. The Grantee expressly understands that this list does not 11 constitute the Grantee's entire obligation to meet Federal requirements. A. Air Quality.The Grantee agrees to comply with applicable requirements for EPA regulations, "Conformity to State or Federal Implementation Plans of Transportation Plans,Programs, and Projects Developed,Funded or Approved Under Title 23 U.S.C. or the Federal Transit Act, "40 C.F.R,Part 51, Subpart T, and "Determining Conformity of Federal Actions to State or Federal Implementation Plans," 40 C.F.R.Part 93. To support the requisite air quality conformity finding for the Project,the Grantee agrees to implement each air quality mitigation and control measure incorporated in the Project.The Grantee agrees that any Project identified in an applicable State Implementation Plan(SIP)as a Transportation Control Measure,will be wholly consistent with the description of the design concept and scope of the Project set forth in the SIP. EPA also imposes requirements pertaining to the Clean Air, as amended,that may apply to transit operators,particularly operators of large transit bus fleets. Thus,the Grantee should be aware that the following EPA regulations, among others,may apply to its Project: "Control of Air Pollution From Motor Vehicles and Motor Vehicle Engines," C.F.R.Part 85; "Control of Air Pollution From New and In-Use Motor Vehicles and New and In-Use Motor Vehicle Engines: Certification and Test Procedures," 40 C.F.R. Part 86;and "Fuel Economy of Motor Vehicles," 40 C.F.R.Part 600. B.Energy Conservation. The Grantee and its third party contractors shall comply with mandatory Standards and policies relating to energy efficiency that are contained in applicable State energy conservation plans issued in compliance with the Energy Policy and Conservation Act 42 U.S.C. § 6321 et seq. SECTION 18.PRIVACY.To the extent that the Grantee, its third party contractors or their employees administer any system of records on behalf of the Federal Government,the Grantee agrees to comply with, and assures the compliance of each affected third party contractor,with the information restrictions and other applicable requirements of the Privacy Act of 1974, 5 U.S.C.442 (the Privacy Act). Specifically: A. Consent of Federal Government.The Grantee agrees to obtain the express consent of the Federal Government before it or its third party contractors, or any of their employees,operates a system of records on behalf of the Federal Government. B. Acknowledgment of Civil and Criminal Penalties.The Grantee acknowledges that the requirements of the Privacy Act,including the civil and criminal penalties for violations of the Privacy Act apply to those individuals administering a system of records for the Federal government under this Project,and that failure to comply with the Privacy Act may result in termination of this Agreement. SECTION 19. SUBSTANCE ABUSE. A.Drug Abuse.The Grantee, if a recipient of funds from Section 5311, agrees to comply with U.S.DOT regulations, "Drug-Free Workplace Requirements(Grants)," 49 C.F.R. Part 29, Subpart F.To the extent the Grantee or any third party contractor, or their employees,perform a safety sensitive function under the Project,the Grantee agrees to comply with, and assures the compliance of each affected third party contractor and their employees,with 49 U.S.C. § § 5331,and FTA regulations, "Prevention of Prohibited Drug Use in Transit Operations," 49 CFR Part 653. B. Alcohol Abuse.The Grantee, if a recipient of funds from Section 5311, agrees to comply with U.S. DOT regulations, "Drug-Free Workplace Requirements(Grants),49 C.F.R. Part 29, Subpart F.To the extent the Grantee or any third party contractor, or their employees,perform a safety sensitive function under the Project,the Grantee agrees to comply with,and assures the compliance of each affected third party contractor and their employees,with 49 U.S.C. § § 5331, and FTA regulations, "Prevention of Alcohol Misuse in Transit Operations," 49 CFR Part 654. SECTION 20.SEVERABILITY. If any provision of this Agreement is held invalid, the remainder of this Agreement shall not be affected thereby if such remainder would then continue to conform to the terms and requirements of applicable law. SECTION 21. SCHOOL BUS OPERATIONS Pursuant to 49 U.S.C. 5323(f)and 49 CFR Part 605, grantees and their sub recipients of FTA assistance may not engage in school bus operations exclusively for the transportation of student and school personnel in competition with private school bus operators 12 unless qualified under specified exemptions. When operating exclusive school bus service under an allowable exemption, grantees and their sub recipients may not use federally funded equipment, vehicles or facilities. SECTION 22.LABOR PROTECTION. The Grantee, if a recipient of funds from Section 5311, agrees to comply with the terms and conditions of the Section 13(c)special warranty for the Section 5311 program agreed to by the Secretaries of Transportation and Labor dated May 31, 1979, and the procedures implemented by the Department of Labor or any revision thereto. SECTION 23.CHARTER SERVICE OPERATIONS the grantee agrees to comply with 49 U.S.C. 5323(d)and 49 CFR Part 604, which provides that grantees and their sub recipients of FTA assistance are prohibited from providing charter service using federally funded equipment or facilities if there is at least one private charter operator willing and able to provide the service,except under one of the exceptions at 49 CFR 604.9 Any charter service provided under one of the exceptions must be"incidental," i.e. it must not interfere with or detract from the provisions of mass transportation. SECTION 24 CHANGE ORDER PROVISIONS.The State may prospectively increase or decrease the amount payable under this Agreement through a"Change Order Letter",approved by the State Controller or his designee,in the form attached hereto as Exhibit D, subject to the following conditions: A. The Change Order Letter("Letter")shall include the following: (1) Identification of contract by contract number and affected paragraph number(s); (2) Types of services or programs increased or decreased and the new level of each service; (3) Amount of the increase or decrease in the level of finding for each service and the total; (4) Intended effective date of the funding change; (5)A provision stating that the Change shall not be valid until approved by the State Controller or such assistant as he may designate; B.Upon proper execution and approval, such letter shall become an amendment to this Agreement and, except for the General and Special Provisions of the Agreement,the Letter shall supersede the Agreement in the event of a conflict between the two. It is understood and agreed that the Letter may be used only for increased or decreased funding, and corresponding adjustments to service level and any budget line items. C.If the Grantee agrees to and accepts the change,the Grantee shall execute and return the letter to the State by the date indicated in the letter. In the event the Grantee does not accept the change, or fails to timely return the executed letter,the State may,upon notice to Grantee,terminate this Agreement effective at any time after twenty(20)days following the return deadline specified in the Letter. Such notice shall specify the effective date of termination. In the event of termination,the parties shall not be relieved of their obligations up to the effective date of termination. D.Increases or decreases in the level of contractual funding made through the letter process during the term of this Agreement may be made under the following circumstances: (1) If necessary to fully utilize non-appropriated federal grant awards. (2) Adjustments to reflect current year expenditures. (3) Supplemental non-appropriated federal funding changes resulting in an increase or decrease in the amounts originally budgeted and available for the purposes of this Project. (4) Closure of programs and/or termination of related contracts. (5) Delay or difficulty in implementing new programs or Services. (6) Other special circumstances as deemed appropriate by the State. SECTION 25. OPTION PROVISIONS A.Continued Performance.The State may require the continued performance, for a period of no more than one year, of any services within the limits and in the amounts specified in the Agreement. The State may exercise the option by written notice to the Grantee deposited in the mail before the end of the performance period of the Agreement using a form substantially equivalent to Exhibit E, "Sample Option Form Letter". The State shall give the Grantee 30 days preliminary written notice of its intent to execute the option. Preliminary notice does not commit the State to an extension. If the State exercises this option, 13 • the extended Agreement shall 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 three(3)years. Financial obligations of the State of Colorado payable after the current fiscal year are contingent upon funds for that purpose being appropriated,budgeted,and otherwise made available. B.Increased Performance.The State may require increased performance at the same rate and under the same conditions as described in the Agreement, and following the same provisions as set forth above in (A). SECTION 26.MISCELLANEOUS. A.The Special Provisions attached hereto are hereby made a part of this Agreement. B.The Grantee agrees to take appropriate measures necessary to ensure compliance by all third party contractors and other entities participating in the Project with those Federal requirements applicable to their performance in the Project.To that end,the Grantee shall include in all third party subcontracts entered into pursuant to this Agreement the above Sections which are so indicated therein,using a format suggested by the State.The Grantee shall notify the State of all third party contracts using Project funds.In addition,the Grantee shall include the following provisions in any advertisement or invitation to bid for any procurement under this Agreement: Statement of Financial Assistance This contract is subject to a financial assistance agreement between the State of Colorado,the U.S. Department of Transportation, and the Federal Transit Administration C.The Grantee warrants that it has the lawful authority to enter into this Agreement, and that it has taken all actions and complied with all procedures necessary to execute the authority lawfully in entering this Agreement, and that the undersigned signatory for the Grantee has been lawfully delegated the authority to sign this Agreement on behalf of the Grantee. D.Remedies for Grantee's failure to comply with any federal or state laws or regulations specified herein shall be limited to the remedies specified in such laws and regulations together with the remedies stated in this Agreement. E.This agreement is intended solely to fund the Project proposed by Grantee and to define the rights and responsibilities between the parties with respect to such funding.This Agreement is not intended to create any third party rights nor are third parties entitled to rely upon any provision. F.This Agreement is subject to and contingent upon sufficient funds being appropriated,budgeted or otherwise made available to Grantee for purposes of meeting all or any portion of Grantee's obligations hereunder. G.Pursuant to CRS 24-30-202.4 (as amended), the state controller may withhold debts owed to state agencies under the vendor offset intercept system for: (a)unpaid child support debt or child support arrearages; (b)unpaid balance of tax,accrued interest, or other charges specified in Article 22,Title 39, CRS;(c)unpaid loans due to the student loan division of the department of higher education; (d)owed amounts required to be paid to the unemployment compensations fund; and(e)other unpaid debts owing to the state or any agency thereof,the amount of which is found to be owing as a result of final agency determination or reduced to judgement as certified by the controller. 14 THE PARTIES HERETO HAVE EXECUTED THIS CONTRACT CONTRACTOR: STATE OF COLORADO: BILL OWENS,GOVERNOR Weld County Board of Commissioners By Gf Legal Name of Contracting Entity Je fer Finch ion Direc or i ision of Transportation Development 84-6000-813 Social Security Number or FEIN LEGAL REVIEW: KEN SALAZAR,ATTORNEY GENERAL Signature of Authorized nfR,... By KGV'Veilf OA c 10 Glenn Vaad. Chair (05/06/2002) James Martin � Print Name&Title of Authorized Officer Assistant Attorney General Natural Resources Section CORPORATIONS: I,% E Q (A corporate seal or attestation' required. ,, 1 Attest(Seal)By coead/ -. ) Deputy Clerk to 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: By Date 17 , 0d9- 2az- lI Dca SPECIAL PROVISIONS ..ONRtOLLER'S APPROVAL .This contract shall not be deemed valid until it shall have been approved by the Controller of the State of Colorado or such assistant as he may designate. This provision is applicable to any contract involving the payment of money by the State FUND AVAILABILITY 2.Financial obligations of the State of Colorado payable after the current fiscal year are contingent upon funds for that purpose being appropriated,budgeted, and otherwise made available. BOND RF-QUIREMENT 3.Ifthis caahact involves the payment of snort than fifty thousand dollars for the construction,erection,repair,maintenance,or improvement of any hnttAtng, road.bridge,viaduct,°mock excavation or other public wort for this State,the contactor shall,before entering upon the performance of any suds work included is this contract,duly exotic and deliver to the State official who will sign the contract,a good and sufficient bond or other acceptable surety to be approved by said official biped stmt not km than one-ballot the total amount payable by the terms of this contract. Such bond shall be duly executed by a qualified 'apatite amety comd'aimed upon die SWnfmt cal performance oftlm contact sad in addition,shall provide that if the contactor orhis subcontractors fall to duly ray for any lobe,materials,team hue,sustenance,provisions,proveodor or other supplies used er consumed by such contractor or his subcontractor in pertarma ce of& node contacted to be done or fads to pay any person who supplies rectal machinery,tools,or equipment in the prosecution of the work the tatty will pay the same in an amount not exceeding the sum specified in the bond,together with interest at the rate of eight per cent per annum. Unless such iced is aaewmed,delivered and filed,no claim in favor of the contactor arising under such contract shall be audited,allowed or paid. A certified or cashier's Seek or a bank money order payable to the Treasurer of the State of Colorado may be accepted in rtes of a bond. This provision is in compliance with CRS 15-26.106. INDEMNIFICATION I.To the extent anthcriaed by law,the contractor shall indemnify,save,and bold harmless the State,its employees and agents,against any and all claims, iamsges,Baba: and court awards inducfmg costs,expenses,and attorney fees incurred as a malt of any act or omission by the contacto,ar)ts employees, tgeots,suboaouactca,cc assignees pursuant to the tams of thiscontact- - DISCRSIICIATION AND Anil:MATIVE ACTION • • The contractor agars to comply with the letter and spirit of the Colorado Antidiscrimination Act of 1957,as amended,and other applicable law respecting fmaimioafaonand unfairemployneotpractces(CRS24-34-402),and as required by Executive Order,Equal Opportunity and Affirmative Action,dated April I6,1975.Parma thereto,the following provisions shall beawaked in all pate contracts orsvb-mrmhocts Doing the performance of this contact,the contractor agrees as follow= .a)The contractor will not discriminate against any employee or applicant for employment because of race,aced,cola,national origin,sex,marital status; . elision,ancestry,mental orphysical hadi p,or age.The contractorwtll tale affirmative action to insure that applicants are employed,and that employees ere waled during employment,without regard to the above mentioned dhaactmsties.Such action shall include,but not be limited to do followinp employment "grading,demotion,a transfer,recruitment or result rent advertisiogg lay-offs or taminaflmr rates of pay or other forms of compensation:and selection itSei og,invading apprenticeship.The contractor agrees to post in conspicuous places,available to employees and applicants for employment.notices to re provided by the contracting officer setting forth provisions of this won clause. b)Theomtractorwill,inallsoliedationsordvatisemmmforemployeesplacedbyorasbehalfofthec ntracto,statethatallqualifiedappliamtcwillreceive casidaaion for employment without regard to race,treed,color,national origin,sea,marital sterna,Sigh"amoaty,mental or physieal lrmdteap.or ago c)The contractor will send to each labor union or representative of work=with which he has a collective bargaining agreement or other contact or ad:atmdmg,notice to be provided by the contacting officer,advising the labor union or wmloert representative of the cootiieoes commitment c miler the nee rive Order,Equal Opportunity snd Affirmative Action,dated April 16,1975,and of the rules,regulations,and relevant Orders MSc Governor. d)The contractor and labor unions will furnish all information and reports required by Executive Order,Equal Oppamoity and Affirmative Adler of April 6,1975,and by the rules,regulations and Orden of the Govemo,or pursuant thereto,and will permit access to his books,mooeds,and accounts by the mradmg agency and the office of the Governor or his designee forpapases of investigation to ascertain compliance with such rules,regulations and orders. A labor organization will not exclude my inelividual otherwise qualified from full menibaship rights in suds labor arpnization,n,orexpelarywdhindividual canmembasidp in suds laboroeganiraion or dasatmioae agasastst any of its members in the Cull enjoyment of work opportunity became of race,aced,color. aG national origin,cc ancestry. t)A labor organization,or the employees or menibers thereof will not aid,abet.incite,compel orcoerce the doing of my act defined in this meta to be iaaiminaoryorobstrrcorprevent any person nom complying with the provisions of this contractor any order issued thereunder;a attempt,either directly r berectly,to commit any act defined in this=tray so be discriminatory. ci liatbeeventoftheaomsadtor'snoreompliacewihthenonduaiminatIonciausesoft iscontatorwithanyofsadaaules,.egulaians.or=Wes ibis odtattmary be eaoeled,terminated orsuspended in whole or in part and the contactor may be declared ineligible for Sather Sine contacts in accordance .apocedure,aatbmimd in Executive Order,Equal Opportmip'ad Affirmative Action of April 16,1975 sad the roles,regulations,or orders promulgated • 4410023(00060t97) labs rata 1 of 2 pages Required by State Fiscal Rules .. in accordance therewith,and such other sanctions as may be imposed and remedies as may be invoked as provided in Execrative Order,Equal Opportunity and Affirmative Action of April 16,1975,or by odes,regulations,or orders promulgated in accordance thaew ith,or as otherwise provided by law. (h) The=tractor will include the provisions of paragraphs(a)through(h)in every sub-contract and subcontractor purchase order unless exempted by rules, regulations,or ceders issued pursuant to Executive Otda,Equal Opportunity and Affirmative Action of April 16,1975,so that such provisions will be binding: upon eadsmbcontrac oror vendor. The contractor will take such action with aspect to any sub-contracting or purchase order as the contracting agency may,. direct,es a means of affecting such provisions,including sanctions for non-compliance;provided,however,that in the event the contadtorbecomes involved in,a h threatened with,litigation,with the subcontractor or vendor as a result of such direction by the contracting agency,the contractor may request the State of Colorado to eater into such litigation to protect the interest of the State of Colorado. COLORADO LABOR PREFERENCE b. When a coostructico contract for a public project is to be awarded to a bidder,a resident bidder shall be allowed a pceference against a non-resident bidder front a state or foreign cotmtry equal to the preference given or required by the state or foreign country in which the non-resdentbidder is a tesnidart If it h detached by the officer responsible for awarding the bid that compliance with the subsection.06 may wise denial of federal funds which'would otherwise be available or would=anise bemoo with segldrementsofFedeallaw,this subsection shall be suspended,butoplytotheanentnwaruytoprevent denial of the moneys or to eliminate the inconsistency with Federal requirements(CRS 8-19-101 and 102). GENERAL. ' 7.The laws of the State of Colorado and rules and mutationsissuedpaasvanttheretoshallbeappliedintheinterprartion,exec tion,and enforcement of this contract Any provision of this contract whether or not incorporated herein by reference which provides for arbitration by any aanyuddai body or pe son or which is otherwise in conflict with said laws,roles,and raveled=shallbeconsiderednullandvoid. Nothing in any provision incorporated herein by reference which purports to negate this or any othrspecial 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 contact to the octet that the contract is capable of execution. 8. At all times during the performance of this contract,the Contractor shall strictly adhere to all applicable fedaal and state laws,rules,and boas that have been ormay hereafter be established. 9. Pursuant to CBS 24-30-202.4(as amended),the sate controller may withhold debts owed-to state agencies under the vendor offset intercept system for: (a)unpaid child support debt or child support_ Qa)unpaid balance of tax,seamed Interest, or other eabargrs specified nArtde22, Title39, CBS; (c)mgrid loans doe to the student tom divisionofthe dantamentofhithereduutaw;(d)owedamo®ts required to be paid to the tnempbymeot compensation, ford;and(e)other unpaid debts owing to the state cc any agency thereof the amotnt of which is found to be owing as a renth of final agency determination or reduced to judgm bt as eatifed by the controller. 10. The signatories aver that they are familiar with CRS 184-301,a seq.,(Balmy and Corruptlnflmaces)and CRS 1&8-401,et seq.,(Abuse(flidhllc Office), and that=violation of such provisions is present I I.The signatories aver that to their knowledge,no came employee has any personal or beneficial interest viutsoe=in the serviceor propettydestabed herein. WHEREOF,the parties hereto have executed this Contact on the day first above written. Contractor StateofColorado ( nU Legal Name) ROY ROtDFR,OOVERNOR By !'csitica(lite) By Social Security Numberor Federal I.D.Number o PUBLIC HFA1.TR AND ENVIRONMENT f Pupation,Town/Cit County,or Equivalent APPROVAL: • ttuat(Affix Seal) Iy Corporate Seaway,oc Equivalent,T /County Cat APPROVALS ciTORNEY CONTROLLER • ty A.Nor= =Gad W.ran aa■SAGe2CUaC6ai9r) Rabat 0601/97 Page?which is the Iasi of 2 pages EXHIBIT A SCOPE OF WORK AND CONDITIONS WELD COUNTY DIVISION OF HUMAN SERVICES TRANSPORTATION DEPARTMENT A. Standards of Performance. 1. The Grantee will provide the service described in Section Fof this Exhibit and will provide a minimum of 83,000 one-way trips per year, at a maximum operating and administrative maximum cost of $10.77 per one way trip and a maximum cost of$ 1.90 per mile and a maximum cost of$44.68 per vehicle hour. 2. Standards of performance will be measured and reported semiannually as long as a federal interest remains in the vehicle. A report covering the period from January through June shall be due by August 15th and a report for the period from July through December shall be due by February 15th. Performance will be reviewed after each semiannual report. If the State's review determines that the Grantee's performance does not meet the standards of performance set forth in paragraph A.1. above, 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 State, the Grantee will implement the plan immediately upon receipt of the State's notification. If the plan is not approved by the State 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 and Exhibit C, Security Agreement. B. Project Budget. 1. The net Project cost is estimated to be and shall be shared as follows: CAPITAL EQUIPMENT GBL (JW 83) (HW 83) (JW 83) Federal Share (80%) $58,413 $2,794 $2,794 Grantee Share (20%) 14,603 698 698 TOTAL $73,016 $3,492 $3,492 2. The Project Cost shall not exceed the maximum allowable cost of $80,000. The State will pay no more than 80% of only the eligible, actual costs incurred by the Grantee, up to the maximum federal amount of$64,000. The Grantee shall be solely responsible for all costs incurred in the Project in excess of the amount paid by the State from federal funds for the federal share of eligible, actual costs. In the event the final, actual Project cost is less than the maximum allowable cost of$80,000, the State is not obligated to provide any more than 80% of the eligible, actual Project costs and shall retain the remaining balance of the federal share. 3. The Grantee shall provide the Grantee's Share 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 authorize the Grantee to obtain and 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. 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, 2002, provided that such requests and costs comply with all terms and conditions of this Agreement The final invoice shall be submitted no later than sixty 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. E. Required Certifications. The Grantee shall obtain pertinent certifications from vendors in its procurement actions. The Grantee shall maintain such certifications on file for inspection by the State or shall submit such certifications to the State if required. Such actions requiring certifications shall include, but not be limited, to the following: 1. Compliance with Bus Testing requirements, if a vehicle(s) is being procured under this Agreement. 2. Compliance with federal requirements regarding debarment, suspension and other responsibility matters (49 C.F.R. §29.105(p)), for procurement exceeding $100,000. 3. Compliance with Pre-Award and Post-Delivery Review Requirements, if a vehicles) is being procured under this Agreement. F. Proiect Description. The Grantee shall perform all the Project activities as described on page 13 and elsewhere in the application update for funding submitted to the State on June 15, 2001. That application is incorporated herein by reference to the extent consistent with this Agreement. Weld County Transportation Service proves demand response and modified demand response system for the resident of Weld County excluding the City of Greeley. The service is available to both incorporated and unincorporated areas of the county. The service is available to the general public with a significant number of riders being elderly, disabled and low income. The service listed below is only part of the transportation service we provide. This service plan only reflects the Section 5311 service funded primarily by FTA, the Community Service Block Grant, non-medical, proposed Medicaid and a small amount of collectable fares. L pmppsed Public ctiansbattation't_evelskor enrlcefoti002 Area Days Hours Vehicles Ault 2 x per week 10:00—3:00 one Dacono/Tri 2 x per week 9:00-4:00 one Eaton 2 x per month 10:00-3:00 one Ft. Lupton 4 x per week 9:30—3:00 one Gilcrest 4 x per week 9:00—3:30 one Hill N Park 2 x per week 9:30—2:30 one Hudson 2 x per month 9:00—3:00 one Johnstown 3 x per week 9:30-2:30 one Keensburg 2 x per month 9:00-3:00 one Kersey 3x per week 9:00—3:30 one Lochbuie 2 x per month 9:00—3:00 one Milliken 3 x per week 9:30-3:30 one Platteville 4 x per week 9:30-3:30 one Erie,Severance, Nunn, Call In Varies one Grover,Mead,Briggsdale Wheelchair Requests Demand Response Varies Five Capital funds will be used to purchase two van conversion vehicles each one with 8 ambulatory seats, a wheelchair lift and 1 wheelchair tie down and air conditioning system to replace two 1995 Dodge vans VIN 6560 and 6561. You will be required to follow the Departments procurement procedures and it will be necessary for the Department to place a lien in the amount of the federal share at the time the vehicle is delivered. G.Procurement The Grantee shall follow the vehicle procurement process as set forth by the State in the 2002 Procurement Package. The Grantee shall submit procurement package to the State no later than February 15, 2002. A purchase order for the vehicle shall be issued no later than March 31, 2002, unless otherwise exemote• by the State in writing. This means that your agency will have issued a purchase order to a vehicle vendor for your capital equipment by that date. The Grantee shall be responsible for having the vehicle inspected and accepted within five working days of delivery from the vendor. The Grantee shall be responsible for reimbursing the local share to the selected vendor within 3 working days after acceptance of the vehicle. The Grantee shall be responsible to pay the vehicle vendor the 80% or balance due to the vendor whether or not you have received the reimbursement from CDOT. The Grantee shall be responsible for billing CDOT within three working days after acceptance of the vehicle. The Grantee shall follow the acceptance of vehicle procedures as specified in the 2002 Procurement Package Section 2.3.1.5, unless otherwise exempted by the State in writing. The State shall be notified of the agreed upon delivery date and may choose to attend the inspection of the vehicle. The Grantee shall submit to the State, by within three working days after the acceptance of the vehicle. H. Restrictions on Lobbying The Grantee shall certify that it complies with P.L. 101-121, Section 319, Restrictions on Lobbying, prior to the expenditure of the Federal funds provided in this Agreement. 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. EXHIBIT B Page 1 GUIDANCE FOR AUDIT OF GRANTEE COMPLIANCE WITH FTA REQUIREMENTS Federal Domestic Assistance Catalog No. 20.500 PROGRAM OBJECTIVES Grants made under the Section 5310 program are available to supplement other FTA capital assistance programs by funding transportation projects for elderly and handicapped individuals in urbanised, small urban and rural areas. Program funds may be used to purchase or rehabilitate vehicles, communication and dispatching equipment (including computers), vehicle shelters and related equipment. II. PROGRAM PROCEDURES Annual formula apportionments are made to States who apply for funds on behalf of local recipients and administer the program. The Colorado Department of Transportation is the state agency designated by the Governor to apply for and administer the funds. The Department, the recipient, awards funds to subrecipients, hereinafter referred to as grantees, on a competitive basis. The local subrecipient must be a private nonprofit organisation. III. COMPLIANCE REQUIREMENTS AND SPECIAL AUDIT PROCEDURES A. Matching Requirements The minimum local match for the Project equipment purchases is 20 percent, must be in cash, and cannot be from a federal source. The equipment purchase(s) must be consistent with the equipment specified in the Agreement's Scope of Work and Conditions (Exhibit A). Capital is defined as any item costing over $500 with a useful life of over one year. Suggested Audit Procedures: o Examine the Scope of Work and Conditions (Exhibit A) o Ascertain the total Project cost. o Determine whether local matching funds were applied to the uses for which they were committed. o Verify that payment of federal funds is accompanied by the appropriate share of local matching funds, that matching funds are not used to match other programs, and that the match was not from a federal source. 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 TRANPORTATION DEVF.T OPMENT,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 , 19_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 , 19_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: This security interest shall apply to the Project Equipment acquired pursuant to the Agreement dated this_day of , 19_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. Exhibit C Page 2 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. G. Resolution. The Grantee's Board of Directors shall adopt a resolution approving this Security Agreement and authorizing its President to execute this Security Agreement. That resolution shall be attached to this Security Agreement. ATTEST: FOR THE GRANTEE By: Name: Title: Date: Exhibit C Page 3 CERTIFICATION OF PROCUREMENT AND ACCEPTANCE (Security Agreement Addendum I) (Grantee's Name)hereby acknowledges receipt of the following vehicle: Year/Make/Model Vehicle Identification Number and accepts same as 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 , 19 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: Title: Date: Notary Public: My Commission Expires: EXHIBIT D CHANGE ORDER LETTER Date: State Fiscal Year 2000- Change Order Letter No. In accordance with Paragraph C, Exhibit A of contract routing number between the State of Colorado Department of Transportation and covering the period of . The undersigned agreed that the maximum amount payable by the State for eligible Paragraph is (increase/decrease) by ($ amount of change) to a new total of ($ ). The first sentence in Paragraph is hereby modified accordingly. The services affected by this (increase/decreased) are modified as follows: The Budget is revised accordingly, as set forth in the Revised Budget, Attachment attached hereto and incorporated herein by reference. —' This amendment to the Agreement is intended to be effective as of in no event shall it be deemed valid until it shall have been approved by the State ' but Controller or such assistant as he may designate. Please sign, date, and return all copies of this letter on or before 20 Contractor Name: State of Colorado: Bill Owens, Governor By: Name By: Na Title For the Executive Director Colorado Department of Transportation APPROVALS: FOR THE STATE CONTROLLER Arthur L. Barnhart By: By: For CDOT State Controller or Designee -v Exhibit E SAMPLE OPTION FORM LETTER Date: TO: [Contractor] [Address] SUBJ: Option Exercise Letter In accordance with Section 25 of Agreement# , between the State of Colorado Department of Transportation and iContractorl covering the period of through the State hereby exercises the option for[an additional performance period of months] at a [continued/increased] performance level [of ]. The maximum amount payable by the State in Section is (increased/decreased) by ($ amount of chance) to a new total of($ ). Section is hereby modified accordingly. State of Colorado: Bill Owens, Governor For the Executive Director Colorado Department of Transportation • Title APPROVALS: FOR THE STATE CONTROLLER Arthur L. Barnhart By: By: For CDOT State Controller or Designee O - N TD•-coo 7 7 AGREEMENT THIS AGREEMENT,made this I day of 20ba- , by and between the STATE OF COLORADO for the use and benefit of the STATE DEPARTMENT OF TRANSPORTATION, DIVISION OF TRANSPORTATION DEVELOPMENT,hereinafter referred to as the State, and WELD COUNTY,P.O. Box 1805.Greeley, CO 80632 a public body,hereinafter referred to as the Grantee. WHEREAS, authority exists in the Law, and funds have been budgeted,appropriated and otherwise made available, and a sufficient unencumbered balance thereof remains available for payment in Fund Code 400 , Organization Code 9747 and 9748 Appropriation Code 415 ,Program Code 5000,Function Code 1510, Object Code 5180 1 N GBL Code NN 83 and NP 83 Reporting Code 0510 FEIN Number 846000813 G Encumbered Amounts $15,500 and$126,100,The fltalog Federal Domestic Assistance number(CFDA)that relates to this contract in relation to audits is 20.509, and; WHEREAS, required approval, clearance, and coordination has been accomplished from and with appropriate agencies; and WHEREAS, Section 5311, of 49 U.S.C. § § 5301 et seq.,as amended,hereinafter referred to as the Federal Transit Act or the Act, institutes a program offering federal assistance for public transportation in rural and small urban areas 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. 1973 authorize the State 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 nonurbani7Pd areas of the State; NOW,THEREFORE,it is hereby agreed that: SECTION 1. PURPOSE OF AGREEMENT. The purpose of this Agreement 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. 1 j - //40 SECTION 2.ACCOMPLISHMENT OF THE PROJECT. A. General Requirements.The Grantee shall commence, carry out, and complete the Project with all practicable dispatch,in a sound, economical, and efficient manner,in accordance with the terms and conditions of this Agreement,the terms and conditions of Exhibit A, "Scope of Work and Conditions," Exhibit B, "Audit Requirements",Exhibit C, "Security Agreement" (if applicable),Exhibit D, "Sample Change Order Letter," which are incorporated herein by this reference, and all applicable laws,regulations, • and published policies.In general,the terms of the U.S.Department of Transportation regulations, "Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments," 49 C.F.R. Part 18, are applicable to Projects with governmental and non-governmental bodies. The Grantee further agrees to follow the"Common Rule Guidelines for Recipients of FTA Funds", and the applicable provisions of the most current"Master Agreement" between the FTA and the State, which are incorporated herein by reference. B. Application of Federal, State. and Local Laws and Regulations. 1.Pursuant to Federal. State, and Local Law. In performance of its obligations under this Agreement, the Grantee shall comply with all applicable provisions of federal, state, and local law. All limits or standards set forth in this Agreement to be observed in the performance of the Project are minimum requirements, and all more stringent State or local standards as outlined in the body of this Agreement shall be applicable to the performance of the Project. 2. State or Territorial Law.Except to the extent that a federal statute or regulation preempts State or territorial law,nothing in the Agreement shall require the Grantee to observe or enforce compliance with any provision thereof,perform any other act,or do any other thing in contravention of any applicable State or territorial law;however, if any of the provisions of the Agreement violate any applicable State or territorial law, or if compliance with the provisions of the Agreement would require the Grantee to violate any applicable State or territorial law,the Grantee agrees to notify the State immediately in writing in order that the State and the Grantee may make appropriate arrangements to proceed with the Project as soon as possible. C. Funds of the Grantee. Except as approved otherwise by the State,the Grantee agrees to complete all proceedings necessary to provide the local share of the Project costs at or before the time that such funds are needed to meet Project expenses. D. Changed Conditions of Performance.The Grantee agrees to notify the State immediately of any change in local conditions or any other event that may significantly affect its ability to perform the Project in accordance with the terms of this Agreement.In addition,the recipient agrees to notify the State • immediately of any decision pertaining to the Grantee's conduct or litigation that may affect the State's interests in the Project or the State's administration or enforcement of applicable Federal laws or regulations.Before the Grantee may name the State as a party to litigation for any reason, the Grantee agrees to inform the State; this provision applies to any type of litigation whatsoever, in any form arising out of this Agreement or the Project. E.No State Obligations to Third Parties. Absent the State's express written consent, and not withstanding any concurrence by the State in or approval of the award of any contract of the Grantee(third party contract)or subcontract of the Grantee(third party subcontract)or the solicitation thereof,the State shall-- not be subject to any obligations or liabilities to third party contractors or third party subcontractors or any other person not a party to this Agreement in connection with the performance of this Project. F. Period of Performance. This Agreement shall commence on the date all required signatures are affixed hereto, including that of the State Controller, as reflected by the date to be inserted by the State on the first page of this Agreement, and shall terminate as outlined in Sections 8 and 10 of this Agreement, and as further described in the body of this Agreement. G. Contract Changes. Any change in this Agreement shall be in the form of a written supplement signed by the parties to this Agreement. H. Pursuant to Applicable Regulations.The Project shall be performed by the Grantee pursuant to all applicable federal requirements,which shall be made available to the Grantee. 2 1 SECTION 3.ETHICS. A. Code of Ethics. The Grantee agrees to maintain and to require its subcontractors to maintain a written code or standards of conduct that shall govern the performance of its officers, employees, and board members engaged in the award and administration of contracts supported by Federal funds. The code or standards shall also provide that the Grantee's and subcontractor's officers, employees, and board members shall neither solicit nor accept gratuities, favors, or anything of monetary value from present or potential contractors or sub recipients. The Grantee and subcontractor may set minimum rules where the financial interest is not substantial or the gift is an unsolicited item of nominal intrinsic value. As permitted by State or local law or regulations, such code or standards of conduct shall provide for penalties, sanctions,or other disciplinary actions for violations by the Grantee's and subcontractor's officers, employees, and board members. (1) Personal Conflict of Interest. The Grantee's and subcontractor's code or standards must provide that no employee, officer, or board member, of the Grantee and subcontractor may participate in the selection, award, or administration of a contract supported by Federal funds if a real or apparent conflict of interest would be involved. Such a conflict would arise when any of the parties set forth below has a financial or other interest in the firm selected for award: a. The employee, officer, or board member; b. Any member of his or her immediate family; c. His or her partner; d. An organization that employs, or is to employ, any of the above. (2) Organizational Conflict of Interest. The Grantee's and subcontractor's code or standards of conduct must include procedures for identifying and preventing real and apparent organizational conflicts of interest. An organizational conflict of interest exists when the nature of the work to be performed under a proposed third party contract may, without some restrictions on future activities,result in an unfair competitive advantage to the contractor or impair the contractor's objectivity in performing the contract work. B.Bonus or Commission. The Grantee warrants that it has not paid,and agrees not to pay, any bonus or commission for the purpose of obtaining approval of its application for financial assistance for this project. C.Prohibition Against Use of Federal Funds for Lobbying. The Grantee agrees to refrain from using Federal funds to support lobbying and to comply with the applicable provisions of 31 U.S.C. § 1352and U.S. DOT regulations, "New Restrictions on Lobbying," 49 C.F.R. Part 20. If the Grantee is receiving $100,000 or more in Federal funds, it agrees it shall specifically certify compliance with these provisions in a format provided by the State. D. Employee Political Activity.The terms of the "Hatch Act", 5 U.S.C. § 1501 through 1508, and Office of Personnel Management regulations, "Political Activity of State and Local Officers or Employees," 5 C.F.R.Part 151, apply to State and local agencies and their officers and employees to the extent covered by the statute and regulations.The "Hatch Act" restricts the political activity of an individual principally employed by a State or local executive agency in connection with a program financed in whole or in part by a Federal loan, grant,or cooperative agreement. However,the"Hatch Act" does not apply to a non-supervisory employee of a transit system(or of any other agency or entity performing related functions)receiving FTA assistance to whom the"Hatch Act" is otherwise inapplicable. E. False or Fraudulent Statements or Claims. The Grantee acknowledges that should it make a false, fictitious, or fraudulent claim, statement, submission, or certification to the State in connection with this Project, the State reserves the right to impose on the Grantee the penalties of 18 U.S.C. § 1001, 31 U.S.C. §§ 3801 et seq.,and 49 U.S.C. app. § 1607a(h), as the State deems appropriate. The terms of U.S. DOT regulations, "Program Fraud Civil Remedies," 49 C.F.R.Part 31, apply to Project. SECTION 4.PROJECT BUDGET AND LOCAL SHARE.The Project budget shall be as set forth in Exhibit A, "Scope and Conditions. Except as permitted otherwise by Federal law,the Grantee agrees to provide sufficient funds or approved in-kind resources, together with the Federal financial assistance 3 , I awarded herein,to assure payment of the actual cost of this Project. The Grantee agrees that no local share funds will be derived from revenues obtained from using the Project facilities, equipment or operations, nor shall other Federal funds be used except as otherwise provided in Exhibit A. The Grantee agrees to complete all proceedings necessary to provide the local share of the Project costs at or before the time those funds are needed to meet Project expenses. SECTION 5.ACCOUNTING RECORDS A. Project Accounts. The Grantee agrees to establish and maintain for the Project either a separate set of accounts,or accounts within the framework of an established accounting system, in a manner constant with 49 C.F.R. § 18.20, or OMB Circular A-133,Revised, whichever is applicable. B.Funds Received or Made Available for the Project. Consistent with the provisions of 49 C.F.R. 18.21, or OMB Circular A-133,Revised,whichever is applicable,the Grantee agrees to record in the Project account, and deposit in a financial institution, Project payments received by it from the State pursuant to this Agreement and all other funds provided for, accruing to,or otherwise received on account of the Project(Project Funds). The Grantee is encouraged to use financial institutions that are owned at least 50 percent by minority group members. C. Documentation of Project Costs. All allowable costs charged to the Project, including any approved services contributed by the Grantee or others, shall be supported by properly executed payrolls,time records, invoices, contracts, or vouchers evidencing in detail the nature of the charges.The Grantee also agrees to maintain accurate records of all Program Income derived from Project implementation; this requirement,however, does not apply to income of the Grantee that is determined by the State to be private. D. Checks, Orders, and Vouchers. The Grantee agrees to refrain from drawing checks or orders for goods or services to be charged against the Project account until it has on file in its office a properly signed voucher describing in proper detail the purpose of the expenditure. The Grantee also agrees that all checks, payrolls, invoices,contracts,vouchers, orders, or other accounting documents pertaining in whole or in part to the Project shall be clearly identified,readily accessible, and to the extent feasible,kept separate from documents not pertaining to the Project. SECTION 6.REPORTING,RECORD RETENTION AND ACCESS A. Record Retention. During the course of the Project and for three years thereafter,the Grantee agrees to retain intact and to provide any data, documents,reports,records, contracts, and supporting materials relating to the Project as the State may require. Reporting and record-keeping requirements for governmental recipients are set forth in 49 C.F.R. Part 18.Reporting and record-keeping requirements for private non-profit and for-profit recipients, are set forth in OMB Circular A-110. Project closeout does not alter these requirements. B. Access to Records.Upon request,the Grantee agrees to permit the Secretary of Transportation and the Comptroller General of the United States,or their authorized representatives,to inspect all Project work, materials, payrolls,and other data, and to audit the books,records, and accounts of the Grantee and its subcontractors pertaining to the project. The Grantee agrees to require each third party contractor whose contract award is not based on competitive bidding procedures as defined by the State to permit the inspection of all work,materials,payrolls, and other data, and records involving the contract, and to audit the books,records, and accounts involving the contract as it affects the Project. C.Reporting. During the term of this Project, except as provided in(5)below, the Grantee shall submit requests for reimbursements to the State in accordance with the requirements of this Section and with detailed written instructions provided by the State. 1. Reports shall be submitted on forms provided to the Grantee by the State. 2. Reports shall be fully completed through the period for reimbursement eligibility as stated in Exhibit A and include at least the following elements: a. Eligible Project costs indicating the line items that correspond to the budget for the Project. b. Operating and financial data. c. An annual certification of Project equipment if capital equipment was purchased as part of this 4 Agreement. 3. Requests for reimbursement for Project costs will be paid to the Grantee after presentation of invoice(s)to the State for eligible costs through the date set forth in Exhibit A. 4. All requests for reimbursement shall be submitted no later than 60 days following the incurrence of reimbursable cost for the term of the Project, except as otherwise provided herein or in Exhibit A. If reports and request for reimbursements are not submitted within these times periods the Grantee shall be considered in violation of the Agreement and subject to nonpayment of the requested cost or termination of the Project as outlined in Section 9 of this Contract and may be denied future grant awards, at the discretion of the State. 5. Notwithstanding any prior termination of this Agreement under Section 9 of this Agreement, if capital equipment is purchased under this Agreement,the Grantee shall continue to provide the annual certification of Project equipment as above in which there is a federal interest in the equipment, as determined by the State. 6. The Grantee agrees to provide any other reports the State may require. D. Project Closeout. Project closeout does not alter these reporting and record retention requirements. SECTION 7. PAYMENTS,ALLOWABLE COSTS AND CLAIMS. A. Requests for Payment. The requests for reimbursement for Payment of the Federal share of allowable costs will be paid to the Grantee upon presentation of invoice(s)to the State through the date set forth in Exhibit A of this Agreement. B. Allowable Costs. The Grantee's expenditures will be reimbursed if they meet all requirements set forth below: 1. Conform with the Project Description and the approved Project Budget and all other terms of this Agreement; 2. Be necessary in order to accomplish the Project; 3. Be reasonable for the goods or services purchased; 4. Be 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. Be incurred(and be for work performed) after the date of this Agreement; 6. Unless permitted otherwise by Federal statute or regulation, conform with Federal Guidelines or regulations and Federal cost principles as set forth below: (a)For Grantees that are governmental organizations,the standards of OMB Circular A-87, Revised, "Cost Principles for State and Local Governments" apply. (b)For Grantees that are private nonprofit organizations,the standards of OMB Circular A-122,Revised, "Cost Principles for Nonprofit Organizations" apply. (c)For Grantees that are private for-profit organizations,the standards of the Federal Acquisition Regulation,48 C.F.R. Chapter 1, Subpart 31.2, "Contracts with Commercial Organizations" apply. 7.Be satisfactorily documented; and 8. Be treated uniformly and consistently under accounting principles and procedures approved and prescribed by FTA or the State for the Grantee, and those approved or prescribed by the Grantee for its contractors. C. Disallowable Costs. In determining the amount of Federal assistance FTA will provide,the State will exclude: 1. Any Project costs incurred by the Grantee before the obligation date of this Agreement or amendment thereof,whichever is later. 2.Any costs incurred by the Grantee that are not included in the Scope of Work. 3. Any cost incurred by the Grantee after the termination of this Agreement or amendment. 4. Any costs for goods or services received under a third party contract or other arrangement that is required to be approved by the State but which has not been approved by the State. 5 D. Final Determination. The Grantee agrees that reimbursement of any cost under this Agreement does not constitute a final State decision about the allow ability of that cost and does not constitute a waiver of any violation by the Grantee of the terms of this Agreement. The Grantee understands that the State will not make a final determination about the allow ability 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 part of the Federal funds requested,the State will notify the Grantee stating the reasons therefor. Project closeout will not alter the Grantee's obligation 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 law,the State may recoup any Federal assistance funds made available under this Project as needed to satisfy any outstanding monetary claims that the State may have against the Grantee. Exceptions pertaining to disallowed costs are set forth in FTA directives or in other written Federal guidance. E. Claims and Excess Payments.Upon notice by the State to the Grantee of specific amounts due,the Grantee agrees to remit to the State promptly any amounts due for claims,excess payments, or disallowed costs, including any interest due, in accordance with guidelines in the Master Agreement. F. Deobligation of Funds.The State reserves the right to deobligate unexpended Federal funds before Project closeout. SECTION 8.AUDIT AND CLOSEOUT A. Standard Audit Requirements. The Grantee must perform timely audits and provide the State with the results of such audits, as required by the applicable provisions of OMB circular A-133,which is incorporated herein by this reference. Such audits shall test compliance with the items specified in Exhibit B and shall be completed by the Grantee if it is a State or local government, Indian Tribal government or private nonprofit organization. Pursuant to the FTA criteria,FTA or the State may waive the OMB Circular A-133 audit requirement or substitute a requirement of a grant audit performed in accordance with the Comptroller General Standards.All grantee audit reports must be submitted to the State within 30 days of their issuance,and not later than one year after the termination of this Agreement. B. Additional Audits. The Grantee is responsible for obtaining any other audits required by FTA or the State. Project closeout will not alter the Grantees audit responsibilities. C. Audit Costs. Audit costs for Project administration and management are allowable Project costs to the extent authorized by OMB Circular A-87, Revised, OMB Circular A-21,Revised,or OMB Circular A122, Revised, as may be applicable. D. Project Closeout. Project closeout occurs when the contract expires, as set forth in Exhibit A,and the State has forwarded the final payment to the Grantee. The Grantee agrees that Project closeout does not invalidate any continuing obligations imposed on the Grantee by this Agreement. SECTION 9.TERMINATION. A. Termination by own terms. This Agreement will terminate by its own terms as set forth in Exhibit A. B. For Convenience. The parties may rescind this Agreement and terminate the Project if both parties agree that the continuation of the Project would not produce beneficial results commensurate with the further expenditure of funds. C. For Cause. Upon written notice,the Grantee agrees that the State may suspend or terminate all or part of the financial assistance provided herein if the Grantee has violated the terms of this Agreement,or if the State determines the purposes of the statute under which the Project was authorized would not be adequately served by continuation of Federal financial assistance for the Project. Any failure to make reasonable progress of the Project or other violation of the Agreement that significantly endangers substantial performance of the Project shall provide sufficient grounds for the State to terminate this Agreement. In general, termination of any financial assistance under this Agreement will not invalidate obligations properly incurred by the Grantee and concurred in by the State before the termination date,to the extent those obligations cannot be canceled. However, if the State determines that the Grantee has willfully misused Federal assistance funds by failing to make adequate progress, failing to make reasonable use of the Project real property, facilities, or equipment, or failing to adhere to the terms of this Agreement, 6 the State reserves the right to require the Grantee to refund the entire amount of Federal funds provided under this Agreement or any lesser amount as may be determined by the State. D. Action upon Termination.Upon termination of this Agreement and the Project under the provisions of paragraph A,B or C 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 10.REAL PROPERTY,EOUIPMENT AND SUPPLIES. A. Use of Project Equipment. Where appropriate,the Grantee agrees that Project real property, equipment, and supplies shall be used for the provision of transit services for the duration of their useful life,as determined by the State. Should the Grantee unreasonably delay or fail to use Project real property, equipment, or supplies during their useful life,the Grantee agrees that the State may require the Grantee to return the entire amount of the Federal assistance expended on that real property, equipment,or supplies. The Grantee further agrees to notify the State immediately when any Project real property or equipment is withdrawn from use in transit service or when real property is used in a manner substantially different from the representations made by the Grantee in its Application or the text of Exhibit A, "Scope of Work and Conditions". B. General Requirements. A Grantee that is a governmental entity agrees to comply with the property management standards of 49 C.F.R. § 18.3 1, 18.32, and 18.34, including any amendments thereto, and other applicable guidelines or regulations that the State may issue. A Grantee that is not a governmental entity agrees to comply with OMB Circular A-110,Revised, including any amendments thereto, and other applicable guidelines or regulations that the State may issue. Exceptions to these requirements of 49 C.F.R.§ §18.31, 18 .32, and 18.83, and to OMB Circular A-110,Revised,must be specifically approved by the State. C. Definition of Project Equipment. Project equipment shall include any equipment item with a unit cost of$1,000 or more and a useful life exceeding one year. D. Maintenance of Project Equipment. The Grantee agrees that Project equipment shall be maintained in good operating order, and in accordance with any guidelines,directives,or regulations that FTA or the State may issue. E.Title to Project Equipment. Title to Project equipment shall be in the Grantees name and shall be subject to the restrictions on use and disposition of the Project equipment set forth herein.The State shall retain physical possession of said title until there is no longer any Federal interest in the Project equipment. The State shall place a lien on the Project equipment in the amount of the Federal share of the Project,as set forth in Exhibit A, and shall maintain such lien until there is no longer any Federal interest in the Project equipment or until disposition of the equipment,which ever comes first. The Grantee shall comply with the provisions of the Security Agreement set forth in Exhibit C. SECTION 11.ENCUMBRANCE OF PROJECT PROPERTY. A. Unless expressly authorized in writing by the State,the Grantee agrees to refrain from: 1. Executing any transfer of title,lease, lien,pledge,mortgage,encumbrance, contract, grant anticipation note, alienation, or other obligation that in any way would affect the Federal interest in any Project real property or equipment which Grantee owns, or 2.Obligating itself in any manner to any third party with respect to Project real property or equipment which Grantee owns. B.The Grantee agrees to refrain from taking any action or acting in a manner that would adversely affect the Federal interest or impair the Grantee's continuing control over the use of Project real property or equipment,which Grantee owns. SECTION 12.INSURANCE. A.The Grantee agrees to carry and to require subcontractors and sub recipients to carry standard Worker's Compensation insurance in statutory limits. B. If the Grantee receives Federal funding for capital equipment and/or operating assistance,the Grantee agrees to: 7 1. Maintain and to require subcontractors and sub recipients to maintain in fill force and effect during the term of the Agreement Comprehensive General and Automobile Liability Policy for amounts not less than: Bodily Injury, $400,000 each occurrence; Property Damage, $400,000 each occurrence; or $600,000 combined single limit. If the Grantee is a"public entity" within the meaning of the Colorado Governmental Immunity Act, Section 24-10-101, et.seq. C.R.S. as amended("Act"),the Grantee shall maintain such insurance by commercial policy or self-insurance as is necessary to meet Grantee's liabilities under the Act. 2. Submit annually to the State, within 30 days of the issuance of each insurance policy,certification that demonstrates the Grantee and subcontractors and sub recipients are carrying the above-described insurance. 3.Name the State or require subcontractors and sub recipients to name the State as loss payee on the policies for equipment purchased with Project funds and submit evidence of such to the State annually. C.The Grantee shall name the State as loss payee on the insurance policies for equipment purchased with Project funds and submit evidence of such to the State annually. D. 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 13.PROCUREMENT. A.Federal and State Procurement Standards. The Grantee agrees that all purchases financed in whole or in part pursuant to this Agreement by the State or the Grantee, will be in accordance with Colorado Department of Transportation guidelines, applicable State law, and the standards set forth in 49 C.F. R. Part 18 or OMB Circular A-102, as may be applicable, and with any supplementary directives or regulations including FTA Circular 4220. 1B, and any revisions thereof, as may be applicable.The Grantee agrees to use Project funds for capital equipment only as described in Exhibit A, "Scope of Work and Special Conditions". B. Exclusionary or Discriminatory Specifications. Apart from inconsistent requirements imposed by Federal statute or regulations,the Grantee agree that it will comply with the requirements of 49 U.S.C. § 5323(h)(2)by refraining from using any Federal assistance awarded by the State to support procurements using exclusionary or discriminatory specifications. C. Geographic Restrictions. The Grantee agrees to refrain from using state or local geographic preferences,except those expressly mandated or encouraged by Federal statute, and as permitted by FTA. D.Award to Other Than the Lowest Bidder. In accordance with 49 U.S.C. § 5626(c),the Grantee may award a third party contract to other than the lowest bidder in connection with the procurement when such award furthers objectives consistent with the purposes of 49 U.S.C. Chapter 53 and any implementing regulations, circulars,manuals, or other guidance FTA may issue. E. Ineligible Bidders.Unless otherwise permitted by the FTA or State, the Grantee shall refrain from awarding any third party contract to a party included in the U.S. General Services Administration's list of Parties Excluded from Federal Procurement or Non-procurement Programs. Before entering into any third party contract exceeding$100,000,the Grantee agrees to obtain a debarment and suspension certification from each such third party contractor and provide the State a copy of such certification, as requested by the State. F. Buy America.For any purchase utilizing FTA funds and exceeding a threshold cost of$100,000,the Grantee must comply with 40 U.S.C. § 5323 (j), FTA's Buy America regulations at 49 C.F.R. Part 661, and any amendments thereto, and any implementing guidance issued by FTA with respect to any third party contract financed under this agreement. G. Cargo Preference-Use of United States-Flag Vessels. Pursuant to regulations published at 46 C.F.R. Part 381,the Grantee shall obtain from the State appropriate references and clauses to be inserted in all contracts it awards in which equipment,materials or commodities may be transported by ocean vessel in carrying out the Project. H. Bus Testing. To the extent applicable, the Grantee agrees to comply with FTA regulations, "Bus 8 Testing," 49 C.F.R. Part 663, and any revisions thereto. I. Pre-award and Post-delivery Audit. To the extent applicable,the Grantee agrees to comply with FTA regulations"Pre-Award and Post-Delivery Audits of Rolling Stock Purchases," 49 C.F.R. Part 663, and any revisions thereto. J. False or Fraudulent Statements and Claims. The Grantee acknowledges and agrees that by signing this agreement it certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, or may make pertaining to the statements contained in its application for funding. In addition to other penalties that may be applicable, the Grantee also acknowledges that if it makes a false, fictitious, or fraudulent claim, statement, submission, or certification,the State reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986,as amended,on the Grantee to the extent the State deems appropriate. K, Settlement of Third Party Contract Disputes or Breaches. The term third-party contract, as used in this Agreement, is defined as a contract between the Grantee and any subcontractor from which the Grantee has procured a good and/or service commercially from the subcontractor through written agreement. The State has a vested interest in the settlement of disputes, defaults, or breaches involving any federally-assisted third party contracts. The State retains the right to a proportionate share,based on the percentage of the Federal share committed to the Project, of any proceeds derived from any third party recovery. Therefore, the Grantee shall avail itself of all legal rights available under any third party contract. The Grantee shall notify the State of any current or prospective litigation or major disputed claim pertaining to any third party contract. The State reserves the right to concur in any compromise or settlement of the Grantee's claim(s)involving any third party contract,before making federal assistance available to support that settlement. If the third party contract contains a liquidated damages provision, any liquidated damages recovered shall be credited to the Project account involved unless the State permits otherwise. SECTION 14.PATENT RIGHTS. A. If any invention, improvement, or discovery of the Grantee or any of its third party contractors is conceived or first actually reduced to practice in the course of, or under this 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 the State immediately and provide a detailed report. The rights and responsibilities of the Grantee, third party contractors and the State with respect to such invention, improvement or discovery will be determined in accordance with applicable federal laws,regulations, policies,and any waivers thereof. B. The Grantee agrees to include the requirements of Section 13 (A)of this Agreement in its third party contracts under this Project. SECTION 15. RIGHTS IN DATA AND COPYRIGHT. A. The term"subject data" as used herein means recorded information, whether or not copyrighted,that is delivered or specified to be delivered under this Agreement. The term includes graphic or pictorial delineation's in media such as drawings or photographs; text in specifications or related performance or design-type documents; machine forms such as punched cards,magnetic tape, or computer memory printouts; and information retained in computer memory. B. The following restrictions apply to all subject data first produced in the performance of this Agreement: 1. Except for its own internal use,the Grantee shall 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 written consent of FTA until such time as FTA may have released such data to the public. 2. As authorized by 49 C.F.R. § 18.34, the FTA reserves a royalty-free,nonexclusive, and irrevocable license to reproduce,publish or otherwise use, and to authorize others to use, for Federal Government purposes: (a) Any work developed under a grant, cooperative agreement, sub-grant, or third party contract, irrespective if whether or not copyright has been obtained; and 9 (b) Any rights of copyright to which a Grantee, sub-recipient, or a third party contractor purchases ownership with Federal assistance. SECTION 16. CIVIL RIGHTS A.Prohibitions Against Discrimination in Federal Programs. The grantee agrees to comply with and assure the compliance by its third party contractors and subcontractors under this Project,with all requirements of Title VI of the Civil Rights Act of 1964,42 U.S.C. § 2000d; 49 U.S.C. 5332; and 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, and any implementing requirements FTA may issue. B. Equal Employment Opportunity. The following requirements apply to the Project: (1)In implementing the Project,the Grantee may 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,the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination,rates of pay or other forms of compensation; and selection for training, including apprenticeship.The Grantee shall insert the foregoing provisions (modified only to show the particular contractual relationship)in all its third party contracts for Project implementation, except contracts for standard commercial supplies or raw materials and construction contracts, and shall require all such contractors to insert a similar provision in all subcontracts, except subcontracts for standard commercial supplies or raw materials. (2)If, as a condition of assistance, the Grantee has submitted and the State and FTA has approved, an equal employment opportunity program that the Grantee agrees to carry out, such program is incorporated into this Agreement by reference. Such program shall be treated as a contractual obligation; and failure to carry out the terms of that equal employment opportunity program shall be treated as a violation of this Agreement. Upon notification to the Grantee of its failure to carry out the approved program, the State and FTA will impose such remedies as they may deem appropriate,which remedies may include termination of financial assistance as set forth in Section 9 of this Agreement or other measures that may affect the ability of the Grantee to obtain future financial assistance under the Federal Transit Act, as amended;Title 23, United States Code(Highways),or the Intermodal Surface Transportation Efficiency Act of 1991,Pub.L. 102-240. C. Disadvantaged Business Enterprises. The Grantee agrees to facilitate participation of disadvantaged business enterprises(DBEs)as follows: (1)The Grantee agrees to comply with current U.S. DOT regulations at 49 C.F.R. Part 23, including any amendments that may be issued during the term of this Agreement. (2)The Grantee agrees that it will not discriminate on the basis of race, color,national origin, or sex, in the award and performance of any U.S. DOT assisted contract.The Grantee agrees to take all necessary and reasonable steps under 49 C.F.R. Part 23 to ensure that eligible DBEs have the maximum feasible opportunity to participate in U.S. DOT assisted contracts.The Grantee's DBE program, if required by 49 C.F.R. Part 23 and as approved by the U.S.DOT, is incorporated by reference in this Agreement. Implementation of this program is a legal obligation and failure to carry out its terms shall be treated as a violation of this Agreement.Upon notification to the Grantee of its failure to carry out its approved program, the U.S. DOT may impose sanctions as provided for under 49 C.F.R.Part 23. (3)The Grantee agrees to include the following clause in all agreements between the Grantee and Sub recipients and in all third party contracts assisted by the FTA between the Grantee or sub recipients and third part contractors: The(Contractor, Sub-recipient, or Subcontractor)shall not discriminate on the basis of race, color, national origin, or sex in the performance of this(contract or agreement). The recipients of 49 C.F.R. Part 23 and the grantee's U.S. DOT-approved Disadvantaged Business Enterprise DBE)Program(where required)are incorporated in this(contract or agreement)by reference.Failure by the(Contractor, Sub 10 recipient, or Subcontractor)to carry out these requirements is material breach of this(contract or agreement), which may result in the termination of this(contract or agreement or such other remedy as(the Grantee)deems appropriate. (4)The Grantee agrees to treat lessees as follows: (a)The Grantee agrees not to exclude DBEs from participation in business opportunities by entering into long-term, exclusive agreements with non-DBEs for the operation of major transportation-related activities for the provision of good and services to the facility or to the public on the facility. (b)Except as provided in this Section, the Grantee agrees to include lessees in its affirmative action programs. The requirements of 49 C.F.R Part 23, do not apply to lessees, except for the requirement that lessees avoid discrimination against DBEs. D. Access Requirements for Individuals with Disabilities. The Grantee agrees to comply with, and require that any sub-recipient, or third party contractor under this Project comply with all applicable requirements of the Americans with Disabilities Act of 1990 (ADA),42 U.S.C. § 12101 et seq.; section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794; and the following Federal regulations including any amendments thereto: 1.U.S.DOT regulations, "Transportation Services for Individuals with Disabilities (ADA)," 49 C.F.R.Part 37; 2. U.S. DOT regulations, "Nondiscrimination on the Basis of Handicap in Programs and Activities Receiving or Benefiting from Federal Financial Assistance,"49 C.D.R. Part 27; 3. U.S. DOT regulations, "Americans With Disabilities(ADA)Accessibility Specifications for Transportation Vehicles," 49 C.F.R. Part 38; 4. Department of Justice(DOJ)regulations, "Nondiscrimination on the Basis of Disability in State and Local Government Services," 28 C.F.R.Part 35; 5. DOJ Regulations, "Nondiscrimination on the Basis of Disability by Public Accommodations and in Commercial Facilities," 28 C.F.R. Part 36; 6. General Services Administration regulations, "Construction and Alteration of Public Buildings," "Accommodations for the Physically Handicapped,"41 C.F.R.Part 101-19; 7. Equal Employment Opportunity Commission(EEOC) "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630; 8. 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 9.FTA regulations, "Transportation for Elderly/Handicapped Persons," 49 C.F.R. Part 609 10.Any implementing requirements FTA may issue. SECTION 17.ENVIRONMENTAL AND RESOURCE CONSERVATION REOUIREMENTS The Grantee recognizes that many Federal and State statutes imposing environmental,resource conservation, and energy 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 1969,42 U.S.C. § 4321 et seq.,the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq, and scattered sections of 29 U.S.C.; the Clean Water Act, as amended, scattered sections of 33 U.S.C. and 12 U.S.C.,the Resource Conservation and Recovery Act, as amended,42 U.S.C. § 6901 et seq.; and the Comprehensive Environmental Response, Compensation, and Liability Act, as amended,42 U.S.C. § 6901 et seq. The Grantee also recognizes that the Environmental Protection Agency(EPA),the Federal Highway Administration(FHWA)and other agencies of the Federal Government have issued and are expected in the future to issue requirements in the form of regulations, guidelines, standards; orders, or other directives that may effect the Project. Accordingly,the Grantee agrees to adhere to, and impose on its sub recipients, any such Federal requirements, as the Government may now or in the future promulgate. Listed below are requirements of particular concern to the FTA. The Grantee expressly understands that this list does not 11 constitute the Grantee's entire obligation to meet Federal requirements. A. Air Quality.The Grantee agrees to comply with applicable requirements for EPA regulations, "Conformity to State or Federal Implementation Plans of Transportation Plans,Programs, and Projects Developed,Funded or Approved Under Title 23 U.S.C. or the Federal Transit Act, "40 C.F.R,Part 51, Subpart T, and"Determining Conformity of Federal Actions to State or Federal Implementation Plans," 40 C.F.R. Part 93.To support the requisite air quality conformity finding for the Project,the Grantee agrees to implement each air quality mitigation and control measure incorporated in the Project.The Grantee agrees that any Project identified in an applicable State Implementation Plan(SIP) as a Transportation Control Measure, will be wholly consistent with the description of the design concept and scope of the Project set forth in the SIP. EPA also imposes requirements pertaining to the Clean Air, as amended,that may apply to transit operators,particularly operators of large transit bus fleets. Thus,the Grantee should be aware that the following EPA regulations, among others,may apply to its Project: "Control of Air Pollution From Motor Vehicles and Motor Vehicle Engines," C.F.R. Part 85; "Control of Air Pollution From New and In-Use Motor Vehicles and New and In-Use Motor Vehicle Engines: Certification and Test Procedures," 40 C.F.R. Part 86; and "Fuel Economy of Motor Vehicles," 40 C.F.R. Part 600. B. Energy Conservation. The Grantee and its third party contractors shall comply with mandatory Standards and policies relating to energy efficiency that are contained in applicable State energy conservation plans issued in compliance with the Energy Policy and Conservation Act 42 U.S.C. § 6321 et seq. SECTION 18.PRIVACY.To the extent that the Grantee, its third party contractors or their employees administer any system of records on behalf of the Federal Government,the Grantee agrees to comply with, and assures the compliance of each affected third party contractor,with the information restrictions and other applicable requirements of the Privacy Act of 1974, 5 U.S.C.442(the Privacy Act). Specifically: A. Consent of Federal Government.The Grantee agrees to obtain the express consent of the Federal Government before it or its third party contractors, or any of their employees, operates a system of records on behalf of the Federal Government. B.Acknowledgment of Civil and Criminal Penalties.The Grantee acknowledges that the requirements of the Privacy Act,including the civil and criminal penalties for violations of the Privacy Act apply to those individuals administering a system of records for the Federal government under this Project, and that failure to comply with the Privacy Act may result in termination of this Agreement. SECTION 19. SUBSTANCE ABUSE. A. Drug Abuse.The Grantee, if a recipient of funds from Section 5311, agrees to comply with U.S. DOT regulations, "Drug-Free Workplace Requirements(Grants)," 49 C.F.R.Part 29, Subpart F. To the extent the Grantee or any third party contractor, or their employees,perform a safety sensitive function under the Project,the Grantee agrees to comply with, and assures the compliance of each affected third party contractor and their employees, with 49 U.S.C. § § 5331,and FTA regulations, "Prevention of Prohibited Drug Use in Transit Operations," 49 CFR Part 653. B. Alcohol Abuse.The Grantee, if a recipient of funds from Section 5311, agrees to comply with U.S. DOT regulations, "Drug-Free Workplace Requirements(Grants),49 C.F.R. Part 29, Subpart F. To the extent the Grantee or any third party contractor, or their employees,perform a safety sensitive function under the Project,the Grantee agrees to comply with,and assures the compliance of each affected third party contractor and their employees, with 49 U.S.C. § § 5331, and FTA regulations, "Prevention of Alcohol Misuse in Transit Operations," 49 CFR Part 654. SECTION 20. SEVERABILITY. If any provision of this Agreement is held invalid,the remainder of this Agreement shall not be affected thereby if such remainder would then continue to conform to the terms and requirements of applicable law. SECTION 21. SCHOOL BUS OPERATIONS Pursuant to 49 U.S.C. 5323(f)and 49 CFR Part 605, grantees and their sub recipients of FTA assistance may not engage in school bus operations exclusively for the transportation of student and school personnel in competition with private school bus operators 12 unless qualified under specified exemptions. When operating exclusive school bus service under an allowable exemption, grantees and their sub recipients may not use federally funded equipment, vehicles or facilities. SECTION 22.LABOR PROTECTION.The Grantee, if a recipient of funds from Section 5311, agrees to comply with the terms and conditions of the Section 13(c) special warranty for the Section 5311 program agreed to by the Secretaries of Transportation and Labor dated May 31, 1979, and the procedures implemented by the Department of Labor or any revision thereto. SECTION 23. CHARTER SERVICE OPERATIONS the grantee agrees to comply with 49 U.S.C. 5323(d)and 49 CFR Part 604,which provides that grantees and their sub recipients of FTA assistance are prohibited from providing charter service using federally funded equipment or facilities if there is at least one private charter operator willing and able to provide the service, except under one of the exceptions at 49 CFR 604.9 Any charter service provided under one of the exceptions must be "incidental," i.e. it must not interfere with or detract from the provisions of mass transportation. SECTION 24 CHANGE ORDER PROVISIONS. The State may prospectively increase or decrease the amount payable under this Agreement through a "Change Order Letter", approved by the State Controller or his designee, in the form attached hereto as Exhibit D, subject to the following conditions: A.The Change Order Letter("Letter")shall include the following: (1) Identification of contract by contract number and affected paragraph number(s); (2) Types of services or programs increased or decreased and the new level of each service; (3) Amount of the increase or decrease in the level of funding for each service and the total; (4) Intended effective date of the funding change; (5)A provision stating that the Change shall not be valid until approved by the State Controller or such assistant as he may designate; B. Upon proper execution and approval, such letter shall become an amendment to this Agreement and, except for the General and Special Provisions of the Agreement,the Letter shall supersede the Agreement in the event of a conflict between the two. It is understood and agreed that the Letter may be used only for increased or decreased funding, and corresponding adjustments to service level and any budget line items. C. If the Grantee agrees to and accepts the change, the Grantee shall execute and return the letter to the State by the date indicated in the letter.In the event the Grantee does not accept the change,or fails to timely return the executed letter,the State may, upon notice to Grantee,terminate this Agreement effective at any time after twenty(20)days following the return deadline specified in the Letter. Such notice shall specify the effective date of termination. In the event of termination,the parties shall not be relieved of their obligations up to the effective date of termination. D. Increases or decreases in the level of contractual funding made through the letter process during the term of this Agreement may be made under the following circumstances: (1) If necessary to fully utilize non-appropriated federal grant awards. (2) Adjustments to reflect current year expenditures. • (3) Supplemental non-appropriated federal funding changes resulting in an increase or decrease in the amounts originally budgeted and available for the purposes of this Project. (4) Closure of programs and/or termination of related contracts. (5) Delay or difficulty in implementing new programs or Services. (6) Other special circumstances as deemed appropriate by the State. SECTION 25. OPTION PROVISIONS A. Continued Performance.The State may require the continued performance, for a period of no more than one year, of any services within the limits and in the amounts specified in the Agreement. The State may exercise the option by written notice to the Grantee deposited in the mail before the end of the performance period of the Agreement using a form substantially equivalent to Exhibit E, "Sample Option Form Letter". The State shall give the Grantee 30 days preliminary written notice of its intent to execute the option. Preliminary notice does not commit the State to an extension. If the State exercises this option, 13 the extended Agreement shall 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 three(3)years. Financial obligations of the State of Colorado payable after the current fiscal year are contingent upon funds for that purpose being appropriated,budgeted, and otherwise made available. B. Increased Performance. The State may require increased performance at the same rate and under the same conditions as described in the Agreement, and following the same provisions as set forth above in (A). SECTION 26.MISCELLANEOUS. A. The Special Provisions attached hereto are hereby made a part of this Agreement. B. The Grantee agrees to take appropriate measures necessary to ensure compliance by all third party contractors and other entities participating in the Project with those Federal requirements applicable to their performance in the Project. To that end, the Grantee shall include in all third party subcontracts entered into pursuant to this Agreement the above Sections which are so indicated therein, using a format suggested by the State.The Grantee shall notify the State of all third party contracts using Project funds. In addition, the Grantee shall include the following provisions in any advertisement or invitation to bid for any procurement under this Agreement: Statement of Financial Assistance This contract is subject to a financial assistance agreement between the State of Colorado,the U.S. Department of Transportation, and the Federal Transit Administration C.The Grantee warrants that it has the lawful authority to enter into this Agreement,and that it has taken all actions and complied with all procedures necessary to execute the authority lawfully in entering this Agreement, and that the undersigned signatory for the Grantee has been lawfully delegated the authority to sign this Agreement on behalf of the Grantee. D.Remedies for Grantee's failure to comply with any federal or state laws or regulations specified herein shall be limited to the remedies specified in such laws and regulations together with the remedies stated in this Agreement. E.This agreement is intended solely to fund the Project proposed by Grantee and to define the rights and responsibilities between the parties with respect to such funding. This Agreement is not intended to create any third party rights nor are third parties entitled to rely upon any provision. • F. This Agreement is subject to and contingent upon sufficient funds being appropriated,budgeted or otherwise made available to Grantee for purposes of meeting all or any portion of Grantee's obligations hereunder. G. Pursuant to CRS 24-30-202.4 (as amended),the state controller may withhold debts owed to state agencies under the vendor offset intercept system for: (a)unpaid child support debt or child support arrearages; (b)unpaid balance of tax, accrued interest, or other charges specified in Article 22,Title 39, CRS; (c)unpaid loans due to the student loan division of the department of higher education; (d)owed amounts required to be paid to the unemployment compensations fund; and(e)other unpaid debts owing to the state or any agency thereof,the amount of which is found to be owing as a result of final agency determination or reduced to judgement as certified by the controller. 14 THE PARTIES HERETO HAVE EXECUTED THIS CONTRACT CONTRACTOR: STATE OF COLORADO: BILL OWENS,GOVERNOR Weld County Board of Commissioners By Legal Name of Contracting Entity THOMAS E.NORTON Executive Director Department of Tr a ortation 84-6000-813 Social Security Number or FEIN By Je ' er Finch / D. ' ion Direct r � a V Sion of Transportation Development Signature of A LEGAL REVIEW: Glenn Vaad, Chair (05/06/2002) KEN SALAZAR,ATTORNEY GENERAL Print Name&Title of Authorized Officer ,� / 1� By ►Nai csar 6'-n James Martin Assistant Attorney General Natural Resources Section CORPORATIONS: � E 1164�� (A corporate seal or attestation is quired.) Attest(Seal)By Deputy Clerk to th�'1=f 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: By Date „t7cc -i//oD SPECIAL PROVISIONS ....'ONIROLLFII'S APPROVAL .This contact shall not be deemed valid until it shall have been approved by the Controller of the State of Colorado or such assistant as he may designate. This provision is applicable to any contract involving the payment of money by the State. FOND AVAIlABIIITY 2.Financial obligations of the State of Colorado payable atter the current fiscal year are contingent upon finds for that purpose being appropriated,budgeted, and otherwise made available. BOND REQUmEMEN'T 3.If this contract involves the payment of more than fifty thousand dollars for the construction,erection,repair,mamteaance,or improvement of any building, mad.bridge,viaduct.tunnel;excavation orotherpublic nark for this State,die contractor shall,before entering upon the performance of any such work included in this contact,duly execute and deriver to the State official who will sign the contract,a good and sufficient bond or other acceptable surety to be approved by said official in*penal sum not las that one-half oldie total amount payable by the tams of this contact. Such bond shall be duly executed by a qualified =pore surety ecie dimedupontse faithtd performance of the contract ad in addmon,shall provide that if the contractor or his subcontractors fail to duly pay for any labor,materials,team hire,sustenance,provisions,provender or other supplies used or consumed by such contractor or his subcontractor in aerformamee attic wock Darted to be done or fails to pay any person vtho supplies rental mathinay,tools,or equipment in the prosecutionoftheweekthe rmay wall pay the ante in a amount not exceeding the sum specified in the bond,together with interest at the rate of eight per centper gamut. Unless such Sordis executed,delivereddelivered and filed,no claim in favor of the contractor arising under such contract shall be audited,allowed or paid. A certified or cashier's Seek or a bank matey order payable to the Treasurer of the State of Colorado may be accepted in fret of a bond. This provision is in compliance with CRS 3&26-106. RIDEMNIEICATION 1.To the extent authorized by law,the contractor shall indemnify,save,and hold harmless the State,its employees and agents,against any and all claims, Images,liability and court awards mdudmg cost,expenses,and attorney fees barred as a result of any act or omission by the contractor,or Its employees, agents,subcontactos,au assignees permit to the terms of this contract. DISCRIIh@IATION AND AFFIRMATIVE ACTION The contractor agrees to comply with die letur and spirit of the Colorado Aaddisaiminatca Act of 1957,as amended,and other applicable law respecting fmaeobotim and unfair employment pram(CRS24-34.402),and as required by Executive Order,,Equal Opportunity and AfflnnthveAthoo,dated April 16,1975.PanSthane the following provi lonsshall be contained ha all pate contracts a subcontracts. During the performaceofthis contact,the contractor agree,as follows: a)The contractor will not discriminate against any employee or applicant for employment because of race,aced,color,national origin,sex,marital sums, ' d'.gim,ancestry,mental or physical handicap,cc age.The contractor wall take affansative action to insure that applicants are employed,and that employees ce treated during employment,without regard to the above methanol characteristics.Such action shall include,but not be limited to the following:employment rpgading,demotion,cc transfer,rcauitmxmtor reau fitment advatsingr lay-offs or tammations:rates of pay oc other forms of compensation:an selection betaking,including apprenticeship.The contractor agrees to post in conspicuous places,available to employees and applicants for employment:notices to ae provided by the contacting officer sating forth provisions of this tom-dsaimkation clause. b)The contractorwxll,in nil solidtatims or advertisements for employees placed by or on behalf oldie contactor.state that all qualified applicants will receive casidaation for employment without regard to race,aced,color,national origin,sex,marital status,religion,ancestry,mental or physical handicap,or age. e)The contractor will send to each labor union or representative of workers with which be has a collective bargaining agreement or other contact or mdaatandmg,noticetobeprovidedbythecontractingoffcer,advisingthelaborunionorwarkrs'repesentatveoftheoontrsaor'saw ment under the keative Order,Equal Opportunity and Affirmative Action,dated April 16,1975,and oldie rules,regulations,and relevant Orders of the Governor. f)The contactor and labor unions will furnish all information and reports required by Executive Order,Equal Opportunity and Affirmative Action of April 6,1975,ad by the mks,mutations sod Orders of the Claymore a pursuant thereto,and will permit access to his boob,records,and accounts by the attracting ages y and the office ofthe Governor or hIs designee for purposes of investigation to rank'compliance with soak rules,regulations and orders e)A labor agsaiationwill not exclude any individual otherwise qualified from full memher:mp rights in such labor apo>ation,or and any suds individual ommmbaship kirk labor consolation or discriminate against are,of its members in the full enjoyment of work opportunity because of race,aeed,curia. ax,national might,or ancestry. t)A labor organization,or the employees or members thereof will not aid,abet,incite,compel or come a the doing of any wit defined in this contract to be isaiminmrpa obstruct apevadanyparefromcomplyingwiththeprovisionsoftiscottactoranyoideriavedthereunda,orattmpt.eitherdirectly .iodmealy,to commit any act defined in this comma to be discriminatory. SJ lathe event alarm contractoes noncompliance with the non-ductermination clans of this castract or witha yofsuchaaksegulations.aorder;this cast may be canceled,terminated orsuspended in whole or in part and the contractor may be declared ineligible for further Star extract in a000tdS atprocedaes,authorized in Executive Order,Equal Oppandp,and Affirmative Action of April 16,1975 and Ave rules,regulations,or orders P°an°ln°d m.e-nranBtoataoto(r7) Revised 06101197 Page 1 of 2 pages Required by State Fiscal Rules in a000tdaa therewith,and such othersmetioos as may be imposed and remedies as may be invoked as provided in Executive Order,Equal Opporumity and Affirmative Action of April 16,1975,or by rules,regulations,or orders promulgated in accordance therewith,or as otherwise provided by law. (h) The contractor will ladude the provisions of paragraphs(a)through(h)in every sob-contract and subcontractor purchase order unless exempted by sales, regntuioas,err arias rd to Executive Order,Equal Opportunity and Affirmative Action of April 16,1975,so that sock provisions will be bindmg,. upon each subcontactor or vendor. The=tractor will take such action with respect to any subcontracting or purchase order as the contracting agency ma direct,as a means of enforcing such provisions,including sanctions for non-compliance;provided,however,that in the event the=trader becomes involved in,ails threatened with,litigation,with the subcontractor or vendor as a result of such direction by the contracting agency,the contractor may request the State of Colorado to enter into such litigation to protect the interest of the State of Colorado. COLORADO LABOR PREFERENCE b. Whea a construction contract for a public project is to be awarded to a bidder,a resident bidder shall be allowed a preference against a non-resident bidder from estate or foreign country equal to the preference given or required by the state or foreigncambry in which the non-resident bidder is a resident If it is deramined by the officer responsible for awarding the bid that compliance with the subsection.06 may was denial of federal funds which would otherwise be available or would otherwise be inconsistent with requirements ofFederal law,this subsection shall be suspended,but only to the errant necessary to prevent denial ofthe moneys or to eliminate the inconsistency with Federal requirements(CRS 849401 and 102). GENERAL - 7. The laws ofthe State of Colorado and rules and mutations issued pursuant thereto shall be applied in the interpretation,execution,and enforcement of this contract. Any provision of this contact whether or not incorporated herein by reference which provides for arbitration by any extrajudic al body orperson 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 rectors which purports to negate this worry War special provision in whole am part shall be valid cc 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 contact to the extent that the contract is capable ofeuecafion. S. At all times during the performance of this contract,the Contractor shall strictly adhere to all applicable federal and state laws,ode;and regulators that have been or may hereafter be established. 9. Pursuant to CRS 2430402.4(as amendedh the:rate controller may withhold debts owedto state agencies under the vendor offset intercept system for: (a)unpaid child support debt orchiild support araaages(b)enpaid balance of tax,scatted interest, or other chargé specified in Article 22, Title 39, 0t3; (c)unpaid loans=to the student loan division of the dastard ofhigher education;(d)owed counts tewited to be paid to the unemployment compensation. funth and(e)otherunpaiddebtsowingtotheroteoranyagencythereat:theamamtofwhickisfaradtobeowingasaresultoffnalagencydetermination or redwadto judgmeatas certified by9x controller. 10. The aigoaories aver that they at familiar with CRS 3&g-301,et seq.,(Bribery and Corrupt Influences)and CRS 184.401,et seq.,(AbuseofPOble Office), sod than violation ofweh provisions is present II. The 4.ern. es aver that to their Imoaiedge,no state employee has any personal or beoeficid interest whatsoever in the service or prepay desalbed herein. WHEREOF,the parties hereto have executed this Contract on the day first above written. Contractors State of Colaado (Full Legal Name) ROY ROPER,GOVERNOR By Position(Title) � By Social Security Number or Federal LD.Nadia o PUBLIC HEALTH AND FNVIRONMFNT f Corporation,To &Qt C unty,or Equivalent APPROVAL: west(AffucSad) - ly Corporate Seaetay,or Equivalent/1- /County Clerk APPROVALS • tITORNEY l3BFffitA CONTROLLER • by A.Name aiffad W.Nan le S C=(GE a60117) USN oaioutn Page 2 which is the last GCS pages EXHIBIT A SCOPE OF WORK AND CONDITIONS WELD COUNTY A. Standards of Performance. 1. The Grantee will provide a minimum of 83.000 one-way passenger trip per year, at a maximum operating and administrative cost of$10.77 per one way trip, a maximum cost of$1.90 per mile and a maximum cost of$44.68 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 that the Grantee's performance does not meet the standards of performance set forth in paragraph A.1. above, 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. Proiect Budget. 1. The net Project cost is estimated to be and shall be shared as follows: Administrative. Costs Operating Deficit GEL (NN-83) ( NP-83 ) Federal Share (70%) $ 10,850 (50%) $63,050 Local Share (30%) 4,650 (50%) 63,050 TOTAL $ 15,500 $126,100 2. The Project Cost shall not exceed the maximum allowable cost of$141,600. The State will pay no more than 70% of only the eligible, actual administrative costs up to the maximum federal amount of$10,850; no more than 50% of only the eligible, actual operating costs up to the maximum federal amount of $63,050. 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$141,600, the State is not obligated to provide any more than 70% of the eligible, actual administrative nor any more than 50% of the eligible, actual operating costs and shall retain the remaining balance of the federal share. 3. Up to one half of the Grantee's share for administrative, and operating expenses may be provided from unrestricted federal funds. At least one half must be from sources other than federal funds. The Grantee's Share, together with the Federal share, shall be in an amount sufficient to assure payment of the net Project cost. The State shall have no obligation to provide State funds for use on this Project. The State will administer federal funds for this Project under the terms of this Agreement, provided that the federal share of FTA funds to be administered by the State are made available and remain available. 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 be used to reimburse the Grantee for expenses not incurred in cash by the Grantee (e.g., donated or in-kind goods and services), though such expenses may be used as the Grantee's share. No more than 30 percent of Project administrative expenses nor 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, 2002 and within the limits of Section 3 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 stability. 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. F. Project Description. The Grantee shall perform all the Project activities as described on page 10 and elsewhere in the application update for funding submitted to the State on June 15, 2001 and as specifically described below. That application is incorporated herein by reference to the extent consistent with this Agreement. The boundaries of Weld County delineate the primary service area for the Weld County Dept of Human Services Transit System. Service needs for the Summer Migrant Program, the Employment Program and health service related trips for the elderly and disabled require travel to Larimer, Boulder, Adams, Arapahoe, Morgan, and Denver Counties. Within Weld County all areas are covered with somewhat less frequent service to the far eastern and northern sectors of the county which is sparsely populated. The Transit system is demand response and modified demand response open 6 days per week, 52 weeks per year. Weekdays are 5:30am to 6:00pm and Saturday services are 8am to 5pm. The summer months may have hours that differ from the regular program because of the migrant daycare program. Programs with group type activities are encouraged to utilize the evening or Saturday, which may be prearranged depending on the program needs. The regular routes to rural towns are built around a call-in system. This service is available to the incorporated and unincorporated excluding the City of Greeley and primarily for general public with elderly disabled, and low income individuals. The plan is to increase our demand response service by 10% over 2001. This will increase the public's access to transit that currently emphasizes group and modified fixed route service to the small rural Weld communities. We plan to increase our wheelchair accessible service to have five wheelchair vehicles on the road at all times with two vehicles on stand-by. We plan to increase the service to three vans every day and on several occasions have the fourth vehicle available. The Grantee will advertise its service as available to the general public. Service will not be explicitly limited by trip purpose or client type. The Grantee will provide comparable transportation services to persons with disabilities according to the Americans with Disabilities Act of 1990. The Grantee will comply with the Federal Transit Administration Drug and Alcohol Regulations. Any costs incurred by the Grantee for which the Grantee receives reimbursement from other FTA funds (i.e., Section 5310, RTAP) may not be listed as a cost to be shared by FTA on the monthly reimbursement request. 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. • Exhibit B Page I GUIDANCE FOR AUDIT OF GRANTEE COMPLIANCE WITH FTA REQUIREMENTS Federal Domestic Assistance Catalo No. 20.509 PROGRAM OBJECTIVES Grants made under the Section 5311 program are available through States to provide capital, operating and administrative assistance to public transportation systems in non-urbanized areas. II. PROGRAM PROCEDURES Annual formula apportionments are made to States who apply for funds on behalf of local recipients and administer the program. The Colorado Department of Transportation is the state agency designated by the Governor to apply for and administer the funds. The Department, the recipient, awards funds to subrecipients, hereinafter referred to as Grantees, on a competitive basis. III. COMPLIANCE REQUIREMENTS AND SPECIAL AUDIT PROCEDURES A. Matching Requirements 1. Compliance Requirement The minimum local matching requirement for operating assistance(costs directly associated with operations)is 50 percent of the net operating deficit. The operating deficit is determined by subtracting operating revenue from total operating expenses. Operating revenue includes rider fares and donations, and advertising revenue(e.g., "rolling billboards"). No capital equipment purchases can be charged to operating costs. The minimum local match for capital equipment purchases is 20 percent and must be in cash. The equipment purchase(s) 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$500 with a useful life of over one year. The minimum local match for administrative expenses is 30 percent. In general, administrative costs include the salaries of administrators and fiscal personnel, advertising, and overhead. No capital equipment purchases can 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. Exhibit B Page 2 2. Suggested Audit Procedures: a. Examine the Scope of work and Conditions (Exhibit A). b. Ascertain the total Project cost. c. Determine whether 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 Requirement: 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, 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 ETA" columns represent the Project costs and may not include non-allowable costs. No more than 30 percent of the Projects administrative expenses nor more than 50 percent of the Project operating expenses may be attributed to non-cash, in-kind expenses. 2. ggested Audit Procedures: a.Review Section 7 of this Agreement. b. Review at least three 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 ETA" columns. Exhibit B Page 3 c. Ascertain whether the Grantee has sufficient controls and procedures in place to ensure non-allowable costs are not charged to the Project. C. Accountin Records Grantees are expected to maintain accounting records in accordance with Section 5 of this Agreement. • Suggested Audit Procedures• 1. Review Section 5 of this Agreement. 2. Ascertain whether the Grantee's procedures and records are in compliance. EXHIBIT D CHANGE ORDER LETTER Date: State Fiscal Year 2000- Change Order Letter No. In accordance with Paragraph C, Exhibit A of contract routing number between the State of Colorado Department of Transportation and covering the period of . The undersigned agreed that the maximum amount payable by the State for eligible service in Paragraph is (increase/decrease) by ($ amount of change) to a new total of ($ ). The first sentence in Paragraph is hereby modified accordingly. The services affected by this (increase/decreased) are modified as follows: The Budget is revised accordingly, as set forth in the Revised Budget, Attachment attached hereto and incorporated herein by reference. This amendment to the Agreement is intended to be effective as of , but in no event shall it be deemed valid until it shall have been approved by the State Controller or such assistant as he may designate. Please sign, date, and return all copies of this letter on or before 20 Contractor Name: State of Colorado: Bill Owens, Governor By: By: Name For the Executive Director Title Colorado Department of Transportation APPROVALS: FOR THE STATE CONTROLLER Arthur L. Barnhart By: By: For CDOT State Controller or Designee Exhibit E SAMPLE OPTION FORM LETTER Date: TO: [Contractor] [Address] SUBJ: Option Exercise Letter In accordance with Section 25 of Agreement# , between the State of Colorado Department of Transportation and (Contractor) covering the period of through the State hereby exercises the option for[an additional performance period of months] at a [continued/increased] performance level [of ]. The maximum amount payable by the State in Section is (increased/decreased) by ($ amount of change) to a new total of ($ ). Section is hereby modified accordingly. State of Colorado: Bill Owens, Governor For the Executive Director Colorado Department of Transportation • Title APPROVALS: FOR THE STATE CONTROLLER Arthur L. Barnhart By: By: For CDOT State Controller or Designee STATE OF COLORADO Department of Transportation �. Transit Unit, B606 ,`_ OT 4201 East Arkansas Avenue Denver, CO 80222-3400 DEPARTMENT OF TRANSPORTATION (303) 757-9771 (303) 757-9727(FAX) eric.ellis@dotstateco.us June 24, 2002 Ms. Patsy J. Drewer Transit System Administrator Weld County Division of Human Services Transportation Dept. P.O. Box 1805 933 N. 11th Ave. Greeley, CO 80632 Dear Ms. Drewer: Enclosed is a copy of the executed 2002 contract 5310 between Weld County Division of Human Services Transportation Dept. and the Colorado Department of Transportation. Please use the contract number(found in the upper right hand corner) when submitting reimbursement requests to CDOT. Also notice the date on the first page of the Agreement—this date was assigned by CDOT and represents the effective date of the contract. We appreciate your support and understanding this year, given the many problems we've encountered in getting grant contracts executed. We want to assure you that we will work with you to maximize your reimbursement draw-downs for 2002. In particular: • You may bill us for expenses incurred for the entire month of June. • If you incurred any expenses in January through June that apply to the entire year(e.g., insurance, marketing, bulk purchases of supplies or equipment), we encourage you to pro- rate those expenses throughout the year so that you can bill us for 50% of those expenses (for the months of June through December). • In November, we will review each contract and the reimbursements requested to date and determine how best to assure that each agency can draw down the maximum allowable funding. If necessary, we will extend contracts into next year. Included with this letter is information from our Business Office pertaining to submittal of reimbursement requests. Please submit the reimbursement request form for January, February and March (either one for each month or one for all three combined). You are not eligible for reimbursement for those months, since a contract was not in effect, but we need to have the information to verify local match and to assure that we have operating and financial data for the entire year. Contact Matt Paswaters at (303) 512-4525 with any questions or concerns about this information. Weld County Division of Human Services Transportation Dept. 2002 Contract letter, Page 2 Please be sure to carefully review the entire Scope of Work(Exhibit A), for this is the work you are responsible for performing under this contract. Also review the budget page of your contract (page 1 of Exhibit A, the first page behind the green sheet) to confirm the amount you are eligible to receive and the amount of match you must provide. Please call me at (303) 757-9771 if you have any questions or concerns. Sincerely, ..iii\J Eric Ellis, Transit Grants Coordinator Enclosures cc: Mr. Mike Geile, Chairman Weld County Board of County Commissioners File Hello