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Home My WebLink About930035.tiff RESOLUTION RE: APPROVE TRANSPORTATION CONTRACT WITH THE COLORADO DEPARTMENT OF TRANSPORTATION, DIVISION OF TRANSPORTATION DEVELOPMENT, FOR THE PROVISION OF PUBLIC TRANSPORTATION SERVICES IN NONURBANIZED AREAS, AND AUTHORIZE CHAIRMAN TO SIGN WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado, and WHEREAS, the Board has been presented with a contract between the Colorado Department of Transportation, Division of Transportation Development, and Weld County Area Agency on Aging, commencing upon execution of contract, and ending December 31, 1993, with the further terms and conditions being as stated in said contract, and WHEREAS, after review, the Board deems it advisable to approve said contract, a copy of which is attached hereto and incorporated herein by reference. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that the contract between the Colorado Department of Transportation, Division of Transportation Development, and Weld County Area Agency on Aging be, and hereby is, approved. BE IT FURTHER RESOLVED by the Board that the Chairman be, and hereby is, authorized to sign said contract. The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 6th day of January, A.D. , 1993. n / g li i,i/ A BOARD OF COUNTY COMMISSIONERS ATTEST: Gr //jam WELD COUNTY, COLORADO Weld County Clerk to the Board (/'//J Constance L. Tb ert, Chairman Deputy 'Clerk to the Boated_., W. H. Webster, Pro-Tem APPROVED AS T FORM: L I 11 z"ve eorge Baxter County Attorney Dale K. Hall JleAi A._ .,), ei...1.-/A-eri /Barbara J. Kirkmeyer 930035 *COOS 1- .cic +1R , c Or l/// AGREEMEUT THIS AGREEMENT, made this day of , 19_, by and between the STATE OF COLORADO for the use and benefit of the STATE DEPARIMFNT OF TRANSPORTATION, DIVISION OF TRANSPORTATION DEVELOPMENT, hereinafter referred to as the State, and the WELD COUNTY HUMAN SERVICES , a public organization, 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 COFRS Fund Number 400 , Appropriation Code 403 , COFRS coding LN 83 and LP 83 ; and FMS Fund No. 2001, G/L Account No. 52046 , Subaccount No. 99020 , FMS Function Number 1516 C and 1517 C ; and WHEREAS, required approval, clearance, and coordination has been accomplished from and with appropriate agencies; and WHEREAS, Section 18, of the Federal Transit Act, (49 USC 614) , as amended, hereinafter referred to as 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 18 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 18 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 Sec:Lion 18 program, including the responsibility to evaluate and select public transportation projects proposed by State agencies, local public bodies and agencies thereof (including Indian Trihec) , 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 nonurbanized 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 incos.purated herein by reference to the extent consistent herewith. 1 9c.`C .;).�J SECTION 2. 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" and Exhibit B, "Audit Requirements", 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 birdies. The terms of Office of Management and Budget (OMB) Circular A-110, Revised, "Uniform Administrative Requirements for Grants and Agreements with Institutions of Higher Education, Hospitals, and Other Nonprofit Organizations," are generally applicable to Projects with nongovernmental braies. When OMB Circular A-110 is merged with 49 C.F.R. Part 18, the terms of the new regulation will be applicable as set forth in its provisions, subject to modifications by FTA. ShirrON 3. Period of Performance. This Agreement shall cdmmence 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 14 of this Agreement, and as further described in Exhibit A. SECTION 4. Project Budget. The Project budget shall be as set forth in Exhibit A. SECTION 5. Allowable Costs. Expenditures made by the Grantee will be reimbursable as allowable costs provided the Grantee documents they meet all of the requirements set forth below. To be allowable, all costs must: A. Be incurred in conformance with the Scope of Work and Conditions and all other provisions of this Agreement; B. Be necessary in order to accomplish the Project; C. Be reasonable in amount for the gorda or services purchased; D. 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 as defined in 49 CFR Part 18 or OMB Circular A-110) ; E. Be incurred for work performed after the effective date of this Agreement; F. Unless permitted otherwise by federal statute or regulation, be in conformance with the standards for allowability of costs set forth in OMB Circular A-87, Revised, and with any guidelines or regulations issued by FTA or the State; in the case of Projects with educational institutions, the standards for allowability of costs set forth in OMB Circular A-21, Revised, rather than the standards of OMB Circular A-87, Revised, shall apply; in the case of nonprofit organizations, the standards for allowability of costs set forth in OMB Circular A-122, Revised, rather than the standards of OMB Circular A-87, Revised, shall apply; the above circulars are incorporated herein by reference; G. Be satisfactorily documented; and H. Be treated uniformly and consistently under accounting principles and procedures approved and prescribed by FI'A or the State for the Grantee, and thnsa approved or prescribed by the Grantee for its contractors. Sha'1nON 6. Accounting Records. A. Project Accounts. The Grantee shall establish and maintain as a separate set of accounts, or as a separate and integral part of its current accounting scheme, accounts for the Project to assure that Project funds are expended and accounted for in a manner consistent with this Agreement and Project objectives. B. Funds Received or Made Available for the Project. The Grantee shall appropriately record in the Project account,' and deposit in a bank or trust company, all grant payments received by it from the State pursuant to this Agreement and all matching funds required of the Grantee, and all other funds provided for, accruing to, or otherwise received on account of the Project, which State payments and other funds are herein collectively referred to as "Project funds." The Grantee is encouraged to use banks 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. D. Checks, Orders, and Vouchers. Any check or order drawn up by the Grantee with respect to any item which is or will be chargeable against the Project account shall be drawn only in accordance with a prop rly signed voucher then on file in the office of the Grantee, which will detail the purpose for which said check or order is drawn. 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 arrPssible, and to the extent feasible, kept separate and apart from all other such documents. SECTION 7. Purchase of Project Equipment. Project equipment includes any equipment item with a unit cost of $500 or more and a useful life exceeding one year. The purchase of all Project equipment financed in whole or in part pursuant to this Agreement shall be undertaken by the State or the Grantee in accordance with Colorado Department of Transportation guidelines as stated in "Purchasing Procedures for FTA Grant Recipients", applicable State law, and the standards set forth in 49 C.F.R. Part 18 or OMB Circular A-110, Attachment O, 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 shall use Project funds for capital equipment only as described in the Scope of Work and Special Conditions. SECTION 8. Use of Project Equipment. The Project equipment shall be used for the purpose of transporting the general public in rural and small urbanized areas of the state as described in the Grantee's application for as long as needed. When the equipment is no longer needed for such servirins, the Grantee shall promptly notify the State, which will provide instructions for the disp. ition of such Project equipment in accordance with 49 C.F.R. Part 18. Notwithstanding any prior termination of this Agreement under Section 14, FTA shall retain interest in the federal share of the Project as long as the equipment has a fair market value exceeding $5,000, as determined by the State. The State must be reimbursed the federal share of the fair market value of the equipment if a federal interest exists in the equipment at the time of disposal, unless FTA has issued instructions or approvals to the contrary. SECTION 9. Title to Project Equipment. Title to Project equipment shall be in the Grantee's 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 3 r�. -t 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 10. Maintenance of Project Equipment. The Grantee shall be responsible for the continued maintenance and repair of the Project equipment following manufacturers' minimum, speLifications as long as the equipment has a federal interest or until final disposition of the equipment. The Grantee agrees to maintain the Project equipment in good operating order, and in accordance with any guidelines, directives, or regulations that FTA or the State may issue. SECTION 11. Insurance. A. The Grantee shall carry the following minimum amounts of insurance: (1) Worker's Compensation in statutory limits. (2) Comprehensive General and Automobile Liability Policy for amounts not less than: Rrdily Injury, $400,000 each occurrence; Property Damage, $400,000 each occurrence; or $500,000 combined single limit. B. Said insurance shall be maintained in full force and effect during the term of this contract and shall protect the Grantee, its employees, agents, and representatives from claims for damages for personal injury and wrongful death and for damages to property arising from the negligent or wrongful acts or omissions of the Grantee, its employees, subcontractors, agents, or representatives, in the performance of the Project. D. Certificates Showing the Grantee is carrying the above described insurance shall be submitted annually to the State within 30 days of the issuance of each insurance policy. E. The State shall be named as loss payee on the policies for equipment purchased with Project funds; evidence of such shall be submitted to the State annually. SECTION 12. Reporting. During the term of this Project, except as provided in (E) below, the Grantee shall submit requests for reimbursements to the State quarterly or monthly in accordance with the requirements of this Section. A. Reports shall be submitted on forms provided to the Grantee by the State. B. Reports shall be fully completed and include at leant the following elements: 1. Eligible Project costs indicating the line items that correspond to the budget for this Project. 2. Operating and financial data. 3. An annual certification of Project equipment if capital equipment was purchased as part of this Agreement. C. Requests for reimbursement for Project costs will be paid to the Grantee upon presentation of invoice(s) to the State for eligible costs through the date set forth in Exhibit A and within the limits of Section 3 of this Agreement. D. 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 in (E) below or in Exhibit A. If 4 reports and request for reimbursements are not submitted within these time 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 14 of this Contract and may be denied future grant awards. E. Notwithstanding any prior termination of this Agreement under Section 14, if capital equipment is purchased under this Agreement, the Grantee shall continue to provide the annual certification of Project equipment as above while there is a federal interest in the equipment, as determined by the State, whether or not the Grantee is also a recipient of operating and/or administrative funds from Section 18. SECTION 13. Records. The Grantee and its subcontractors shall maintain all books, documents, papers, and accounting records and other evidence pertaining to costs incurred and service performed on forms provided by the State. Such materials shall be made available at their respective offirrs at all reasonable times during the contract period and for three years following Project closeout for inspection by the State, FTA, or any authorized representative of the federal government, and copies thereof shall be furnished if requested. SECTION 14. 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. The State may, by written notice to the Grantee by certified mail, return receipt requested, rescind this Agreement, retrieve Project equipment, and terminate this Agreement for any of the following reasons: 1. The Grantee no longer uGes the Project equipment for the purposes dePrribed in Exhibit A during the time there is a federal interest in the Project equipment. 2. The Grantee takes any action pertaining to this Agreement without prior required approval of the State. 3. The commencement, prosecution, or timely completion of the Project by the Grantee is for any reason rendered improbable, impossible, or illegal. 4. The Grantee shall be in default under any provisions of this Agreement. Termination for cause shall be effective upon receipt of the written notice. Notwithstanding the above, the Grantee shall not be relieved of liability to the State for any damages sustained by the State by virtue of any breaach of the Agreement by the Grantee, and the State may withhold all payments to the Grantee for the purpose of setoff for damages due to 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 to the State for di5pition. If the Grantee's failure either to make adequate progress or to make reasonable use of the Project equipment, or to honor the terms of this Agreement is determined by the State to be willful or 5 r � _ fl.- unreasonable, the State reserves the right to rewire the Grantee to refund to the State the entire amount of Project funds provided by the State or any lesser amount as may be determined by the State. The Grantee will also be subject to the provisions of Exhibit C, Security Agreement. SECTION 15. Assigning the Agreement. A. Unless otherwise authorized in writing by the State, the Grantee shall not assign any portion of the work to be performed under this Agreement. The Grantee shall not execute any contract, amendment or change order thereto, or obligate itself in any manner with any third party with respect to its rights and responsibilities under this Agreement without the prior written concurrence of the State. B. The Grantee shall not execute any lease, pledge, mortgage, lien, or other contract touching or affecting the federal, State or local interest in any Project facilities or equipment, nor shall it obligate itself, in any other manner, to any third party with respect to Project facilities or equipment, unless such leaae, pledge, mortgage, lien, contract, or other obligation is expressly authorized in writing by the State; nor shall the Grantee, by any act or omission of any kind, adversely affect the federal, State or local interest or impair its continuing control over the use of Project facilities or equipment. SECTION 16. Contract Changes. Any change in this Agreement shall be in the form of a written supplement signed by the parties to this Agreement. SECTION 17. Audit and Inspection. A. The Grantee shall permit the State, FTA, and the Comptroller General of the United States, or any of their duly authorized representatives to inspect all work, materials, payrolls, and other data and records with regard to the Project, and to audit the books, records, and accounts of the Grantee and its contractors with regard to the Project. In the case of contracts awarded under other than competitive bidding procedures as defined by FTA, the Grantee shall require those contractors to permit the State, FTA, and the Comptroller General of the United States, or any of their duly authorized representatives, to inspect all work, materials, payrolls, and other data and records with regard to the Project, and to audit the books, records, and accounts pertaining to such contracts with regard to the Project. B. 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-128, 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 FTA criteria, ETA or the State may waive the OMB Circular A-128 audit requirement or substitute a requirement for a grant audit perfolited in accordance with the Comptroller General's standards. C. 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. D. The Grantee is responsible for obtaining any audits required by FTA or the State. To the extent that the charges for such audits are necessary for the administration and management of functions related to the Project, the costs of such audits are allowable under this Project to the extent authorized by OMB Circular A-87, Revised, OMB Circular A-21, Revised, or OMB Circular A-122, Revised, as may be applicable. 6 SECTION 18. Equal Employment Opportunity. In connection with the execution of this Agreement, the Grantee shall not discriminate against any employee or applicant for employment because of race, color, age, creed, sex or national origin. The Grantee shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, 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. SECTION 19. Small, Minority and Women's Business Enterprise. A. Policy - It is the policy of the U.S. Department of Transportation, hereinafter referred to as DOT, that minority business enterprises (FIDE) , as defined in 49 CFR Part 23 shall have the maximum opportunity to participate in the performance of contracts financed in whole or in part with federal funds under this Agreement. Consequently, the MBE requirements of 49 CFR Part 23 apply to this Agreement. B. MBE Obligation - The Grantee and its subcontractors agree to ensure that MBE as defined in 49 CFR Part 23 have the maximum opportunity to participate in the performance of contracts and subcontracts financed in whole or in part with federal funds provided under this Agreement. In this regard the Grantee and its subcontractors shall take all necessary and reasonable steps in accordance with 49 CFR Part 23 to ensure that MBE have the maximum opportunity to compete for and p rform contracts. The Grantee and its subcontractors shall not discriminate on the basis of race, color, national origin or sex in the award and performance of DOLT-assisted contracts. ShUP1ON 20. Title VI Civil Rights Act of 1964 - Title VI Compliance. During the performance of this Agreement, the Grantee, for itself, its assignees and surrncsors in interest (hereinafter referred to as the Grantee) agrees as follows: A. Compliance with Regulations: The Grantee shall comply with the Regulations relative to nondiscrimination in federally-assisted programs of the Department of Transportation (hereinafter, "DOT") Title 49, rraP of federal Regulations, Part 21, as they may be amended from time to time, (hereinafter referred to as the Regulations) , which are herein incorporated by reference and made a part of this contract. B. Nondiscrimination: The Grantee, with regard to the work performed by it during the contract, shall not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and lPaaPs of equipment. The Grantee shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the Regulations, including employment practices when the contract covers a program set forth in Appendix B of the Regulations. C. Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In all solicitations either by competitive bidding or negotiation made by the Grantee for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subcontractor or supplier shall be notified by the Grantee of the Grantee's obligations under this contract and the Regulations relative to nondiscrimination on the grounds of race, color, or national origin. 7 D. Information and Reports: The Grantee shall provide all information and reports required by the Regulations or directives issued pursuant and reports required by the Regulations or directives issued pursuant thereto, and shall permit across to its books, records, accounts, other sources of information, and its facilities at may be determined by the State or the Federal Transit Administration to be pertinent to ascertain compliance with such Regulations, orders and instructions. Where any information required of a Grantee is in the exclusive pos=ossion of another who fails or refuses to furnish this information the Grantee shall so certify to the Colorado Department of Transportation, or the Federal Transit Administration as appropriate, and shall set forth what efforts it has made to obtain the information. E. Sanctions for Noncompliance: In the event of the Grantee's noncompliance with nondiscrimination provisions of this contract, the State shall impose contract sanctions as it or the Federal Transit Administration may determine to be appropriate, including, but not limited to: 1. withholding of payments to the Grantee under the contract until the Grantee complies; and/or 2. cancellation, termination, or suspension of the contract, in whole or in part. F. Incorporation of Provisions: The Grantee shall include the provisions of paragraphs (A) through (F) in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Regulations, or directives issued pursuant thereto. The Grantee shall take such action with respect to any subcontract or procurement as the State or the Federal Transit Administration may direct as a means of enforcing such provisions including sanctions for noncompliance: provided, however, that, in the event a Grantee becomes involved in, or is threatened with, litigation with a subcontractor or supplier as a result of such direction, the Grantee may request the Colorado Department of Transportation, and, in addition, the Grantee may request the United States to enter into such litigation to protect the interests of the United States. SECTION 21 Labor Provisions. A. Construction Contracts. Each construction contract of $2,000 let by the Grantee in carrying out the Project shall incorporate the regulations set forth at C.F.R. Part 5. B. Nonconstruction Contracts. Pursuant to the regulations at 29 C.F.R. Part 5, the following provisions shall be incorporated in all nonconstruction contracts of $2,500 let by the Grantee in carrying out the Project: 1. Overtime Requirements. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any work week in which he or she is employed on such work to work in excess of forty hours in the work week unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excoss of forty hours in such work week. 2. Violation; Liability for Unpaid Wages; Liquidated Damages. In the event of any violation of the requirements set forth in 8 subparagraph (b) (1) of 29 CFR § 5.5, the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the cam of work done under contract for the District of Columbia or' a territory, to such district or to such territory) for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in subparagraph (b) (1) of 29 CFR § 5.5 in the sum of $10 for each calendar day on which such individual was required or permitted to work in excess of the standard work week of forty hours without payment of the overtime wages required by the clause set forth in subparagraph (b) (1) of 29 CFR § 5.5. 3. Withholding for Unpaid Wages and Liquidated Damages. DOT or the State shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any monies payable on account of work performed by the contractor or subcontractor under any such contract or any other federal contract with the same prime contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clauc.a set forth in subparagraph (b) (2) of 29 CFR § 5.5. 4. Subcontracts. The Grantee or its subcontractor shall insert in any subcontracts the clauses set forth in subparagraphs 1 through 3 of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in subparagraphs 1. through 3. of this paragraph. 5. Applicability. The above clauses are applicable in any contract subject only to the Contract Work Hours and Safety Standards Act and not to any of the other statutes cited in 29 C.F.R. 5.1. 6. Responsibilities. The Grantee or its subcontractor shall maintain payrolls and basic payroll records during the course of the work and shall preserve them for a period of three years from the completion of the contract for all laborers and mechanics, including guards and watchmen, working on the contract. Such records shall contain the name and address of each such employee, social security number, correct classifications, hourly rates of wages paid, daily and weekly number of hours worked, deductions made, and actual wages paid. Further, the State shall require the contracting officer to insert in any such contract a clause providing that the records to be maintained under this paragraph shall be made available by the Grantee or its subcontractor for inspection, copying, or transcription by authorized representatives of DOT or the Department of Labor, and the Grantee or its subcontractor will permit such representatives to interview employees during working hours on the job. 9 C. State and Local Government Employees. The provisions of the Fair Labor Standards Act, as amended by P.L. 99-150, Nov. 13, 1985, or as may be amended further, are applicable to local government employees that participate in this Project. SECTION 22. 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 its subcontractor in which the Grantee has procured a good and/or service commercially from the subcontractor. FTA has a vested interest in the settlement of disputes, defaults, or breaches involving any federally-assisted third party contracts. FTA 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 prospeLLive litigation or major disputed claim pertaining to any third party contract. FTA 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 FTA permits otherwise. SECTION 23. Ethics. The Grantee shall maintain a written code or standards of conduct that shall govern the performance of its employees, officers, board members or agents engaged in the award and administration of contracts supported by federal funds. Such code or standards shall provide that no employee, officer board member or agent of the Grantee shall participate in the selection, award, or administration of a contract supported by federal funds if a conflict of interest, real or apparent, 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, heard member or agent; B. Any member of his or her immediate family; C. His or her partner; or D. An organization that employs, or is to employ, any of the above. The code or standards shall also provide that the Grantee's employees, officers, board members or agents shall neither solicit nor accept gratuities, favors, or anything of monetary value from contractors, potential contractors, or parties to the subagreement. The Grantee may set minimum rules where the financial interest is not substantial or the gift is an unsolicited item of nominal intrinsic value. To the extent 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 of such code or standards by the Grantee's employees, officers, board members or agents or by the contractors or their agents. ShuriON 24. Prohibited Interest. No employee, officer, hard member or agent of the Grantee shall participate in the selection, award, or administration of a contract if a conflict of interest, real or apparent, would be involved. Such a conflict would arise when: A. The employee, officer, frard member or agent; B. Any member of his er her immediate family; C. His or her partner; or D. An organization which employs, or is about to employ any of the above, has a financial or other interest in the firm selected for award. The Grantee's employees, officers, heard members or agents shall neither 10 r.-$1 solicit nor accept gratuities, favors or anything of monetary value from contractors, potential contractors, or parties of subagreements. SECTION 25. Interest of Members of or Delegates to Congress. No member of or delegate to the Congress of the United States shall be admitted to any share or part of this Agreement or to any benefit arising therefrom. SECTION 26. Patent Rights. 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, which invention, improvement, or discovery may be patentable under the Patent Laws of the United States or any foreign country, the Grantee shall immediately notify the State and FTA and provide a detailed report. The rights and responsibilities of the Grantee, third party contractors and FTA with respect to such invention, improvement or discovery will be determined in accordance with applicable federal laws, regulations, policies, and any waivers thereof. ShUrnON 27. Rights in Data. 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 delineations 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. Examples include, but are not limited to: engineering drawings and associated lists, specifications, standards, prMpss sheets, manuals, technical reports, catalog item identifications, and related information. The term does not include financial reports, cost analyses, and similar information incidental to contract administration. B. All "subject data" first produced in the performance of this Agreement shall be the sole property of FTA. The Grantee agrees not to assert any rights at common law or equity and not to establish any claim to statutory copyright in such data. Except for its own internal use, the Grantee shall not publish or reproduce such data in whole or in part, or in any manner or form, nor authorize others to do so, without the written consent of FTA until such time as FTA may have released such data to the public; this restriction, however, does not apply to Agreements with academic institutions. C. The Grantee agrees to grant and does hereby grant to FTA and to its officers, agents, and employees acting within the scope of their official duties, a royalty-free, nonexclusive, and irrevocable license throughout the world: 1. To publish, translate, reproduce, deliver, perform, nn, and dispose of, in any manner, any and all data not first produced or composed in the performance of this Agreement but which is incorporated in the work furnished under this Agreement; and 2. To authorize others to do so. D. The Grantee shall indemnify and save and hold harmless FTA, its officers, agents, and employees acting within the scope of their official duties against any liability, including costs and expenses, resulting from any willful or intentional violation by the Grantee of proprietary rights, copyrights, or rights of privacy, arising out of the publication, translation, reproduction, delivery, performance, use or disposition of any data furnished under this Agreement. 11 (,:. ..� E. Nothing contained in this clause shall imply a license to FTA under any patent or be construed as affecting the scope of any license or other right otherwise granted to FTA under any patent. F. Subsections C and D above are not applicable to material furnished to the Grantee by FTA and incorporated in the work furnished under the contract; provided that such incorporated material is identified by the Grantee at the time of delivery of such work. G. In the event that the Project, which is the subject of this Agreement, is not completed, for any reason whatgnever, all data generated under that Project shall become subject data as defined in the Rights in Data clause in this Agreement and shall be delivered as FTA may direct. This clause shall be included in all third-party contracts under the Project. SECTION 28. Cargo Preference - Use of United States - Flag Vessels. Pursuant to regulations published at 46 C.F.R. Part 381, the Grantee agrees to insert the following clatmes in all contracts let by the Grantee under which equipment, materials or commodities may be transported by ocean vessel in carrying out the Project: A. TO utilize privately owned United States-flag commercial vessels to ship at least 50 percent of the gross tonnage (computed separately for dry bulk carriers, dry cargo liners, and tankers) involved, whenever shipping any equipment, materials, or commodities pursuant to this section, to the extent such vessels are available at fair and reasonable rates for United States-flag commercial vessels. B. To furnish within 30 days following the date of loading for shipments originating within the United States, or within 30 working days following the date of loading for shipment originating outside the United States, a legible copy of a rated, "on-beard" commercial ocean bill-of-lading in English for each shipment of cargo described in paragraph (A) above to the State (through the prime contractor in the racy of subcontractor bills-of-lading) and to the Division of National Cargo, Office of Market Development, Maritime Administration, 400 Seventh Street, S.W., Washington, D.C. 20590, marked with appropriate identification of the project. C. Tb insert the substance of the provisions of this clause in all relevant subcontracts issued pursuant to this contract. SECTION 29. Ineligible Bidders. Bidders or Suppliers whose names appear on the U.S. Ccanptroller General's List of Ineligible Contractors are not eligible for award of, or participation in, any contract that may be awarded as a result of this Agreement. Submission of a bid by any bidder constitutes certification that he or any subcontractor or suppliers to him, on this proposed contract, if one is awarded, are not on the Comptroller General's List of Ineligible Contractors. A subsequent determination by FTA that a bidder knowingly made any misstatement of facts in this regard will be cause for immediate disqualification, suspension or termination of the contract for cause. The Comptroller General's List of Ineligible Contractors is available from the G.A.O. Publications Branch, Room 6427, 441 G. Street, Washington, D. C. 20548. SECTION 30. Buy America. Each third party contract utilizing FTA funds obligated after January 6, 1983, must comply with Section 165 of the Surface Transportation Assistance Act of 1982, P. L. 97-424, 49 U. S. C. § 1601 note (the Buy America Provision) , and FTA regulations set forth at 49 C.F.R. Part 661 and any guidance issued to implement this statutory provision. 12 _• SECTION 31. Nondiscrimination on the Basis of Handicap. The Grantee shall insure that all fixed facility construction or alteration and all new equipment included in the Project comply with applicable regulations, "Nondiscrimination on the Basis of Handicap in Programs and Activities, Receiving or Benefiting from Federal Financial Assistance," set forth at 49 C.F.R. Part 27, and any amendments thereto that may be issued. SECTION 32. Air Pollution. No facilities or equipment shall be acquired, constructed, or improved as a part of the Project unless the Grantee obtains satisfactory assurances that they are (or will be) designed and Pquipped to limit air pollution as provided in accordance with EPA regulations, applicable federally-approved State Implementation Plan(s) , appropriate FTA directives and all other applicable standards. SECTION 33. Energy Conservation. The Grantee and its third party contractors shall recognize mandatory standards and policies relating to energy efficiency which are contained in the State energy conservation plan issued in compliance with the Energy Policy and Conservation Act (42 U.S.C. 6321 etseq.) . SECTION 34. Flood Hazards. The Grantee shall comply with the flood insurance purchase requirements with respect to construction or acquisition purposes, of section 102(a) of the Flood Disaster Protection Act of 1973, 42 U.S.C. § 4012(a) . Shur10N 35. Privacy. Should the Grantee, its third party contractors or its employees administer any system of records on behalf of the federal government, the following terms and conditions are applicable: A. The Grantee agrees: 1. To comply with the Privacy Act of 1974, 5 U.S.C. § 552a and the rules and regulations issued pursuant to the Privacy Act when performance under the contract involves the design, development, or operation of any system of records on individuals to be operated by the Grantee, its subcontractors or employees to accomplish a Government function; 2. To notify FTA when the Grantee anticipates operating a system of records on behalf of FTA in order to accomplish the requirements of this Agreement, if such system contains information about individuals which information will be retrieved by the individual's name or other identifier assigned to the individual. A system of records subject to the Privacy Act may not be employed in the performance of this Agreement until the necessary approval and publication requirements applicable to the system have been carried out. The Grantee agrees to correct, maintain, disseminate, and use such records in accordance with the requirements of the Privacy Act, and to comply with all applicable requirements of the Privacy Act; 3. To include this clause, including this paragraph, in all third party contracts under which work for this Agreement is performed or which is awarded pursuant to this Agreement or which may involve the design, development, or operation of such a system of records on behalf of the Government. 4. lb include the Privacy Act Notification contained in this Agreement in every third party contract solicitation and in every third party contract when the performance of work under the proposed third party contract may involve the design, development, or oparation of a system of records on individuals that is to be operated under the contract to accomplish a Government function. 13 0 B. For purposes of the Privacy Act, when the Agreement involves the operation of a system of records on individuals to accomplish a Goverment function, the Grantee, third party contractors and any of their employees is considered as an employee of the Government with respect to the Government function and the requirements of the Privacy Act, including the civil and criminal penalties for violations of the Privacy Act, are applicable except that the criminal penalties shall not apply with regard to contracts effective prior to September 27, 1975. In addition, failure to comply with the provisions of the Privacy Act or of this clause will make this Agreement subject to termination. C. The term used in this clause have the following meanings: 1. "Operation of a system of records" means performance of any of the activities associated with maintaining the system of records on behalf of ETA including the collection, use and dissemination of records. 2. "Record" means any item, collection, or grouping of information about an individual that is maintained by the State and the Grantee on behalf of FTA, including, but not limited, to, his education, financial transactions, medical history, and criminal or employment history and that contains his name, or the identifying number, symbol, or other identifying particular assigned to the individual, such as a finger or voice print, or a photograph. 3. "System of records" on individuals means a group or any records under the control of the Grantee on behalf of FTA from which information is retrieved by the name of the individual or by some identifying number, symbol, or other identifying particular assigned to the individual. SECTION 36. Prohibition Against Use of Federal Funds for Lobbying. The Grantee or its subcontractor shall not use federal assistance funds for publicity or propaganda purposes designed to support or defeat legislation pending before Congress. SECTION 37. Hatch Act. The provisions of 5 U.S.C. §§ 1501-1508 (the "Hatch Act") , and implementing regulations set forth in 5 C.F.R. Part 151 are applicable 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 federal loans, grants, or cooperative agreement. However, the "Hatch Act" does not apply to a nonsupervisory employee of an urban mass transportation system (or of any other agency or entity performing related functions) to whom the "Hatch Act" is otherwise inapplicable. SECTION 38. Preaward and Postdelivery Audit. The Grantee shall comply with any regulations that may be issued to implement section 12(j) of the Act, 49 U.S.C. § 1608(j) . SECTION 39. Charter and School Bus Operations. A. Charter Bus. The Grantee, or any orator of mass transportation acting on its behalf, shall not engage in charter bus orations outside the urban area within which it provides regularly scheduled mass transportation service, except as provided under section 3(f) of the Act, 49 U.S.C. 1602(f) , and applicable regulations "Charter Service," set forth at C.F.R. Part 604 and any amendments thereto that may be issued. Any charter service agreement entered into under these regulations is incorporated into this Agreement by reference. 14 �q v+c�O_r.s' ; • B. School Bus. The Grantee, or any operator of mass transportation acting on its behalf, shall not engage in school bus operations exclusively for the transportation of students or school personnel in competition with private school bus operators, except as provided under section 3(g) of the Act, 49 U.S.C. § 1602(g) and applicable regulations, "School Bus Operations," set forth at 49 C.F.R. Part 605 and any amendments thereto that may be issued. Any school bus agreement entered into under these regulations is incoiporated into this Agreement by reference. SECTION 40. Motor Vehicle Safety Standards. The Grantee will assure that the motor vehicles purchased under this Agreement will comply with the Motor Vehicle Safety Standards as established by the Department of Transportation at 49 CFR Parts 390 and 571. SLuriON 41. Motor Vehicle Emission Requirements. The Grantee must provide a certification that: A. The horsepower of the vehicle is adequate for the speed, range and terrain in which it will be required and also to meet the demands of all auxiliary power equipment. B. All gases and vapors emanating from the crankcase of a spark-ignition engine are controlled to minimize their escape into the atmosphere. C. Visible emission from the exhaust will not exceed No. 1 on the Ringlemann ciale when measured six inches from the tail pipe with the vehicle in steady operation. D. When the vehicle has been idled for three minutes and then accelerated to 80 percent of rated speed under load, the opacity of the exhaust will not exceed No. 2 on the Ringlemann Scale for more than five seconds, and not more than No. 1 on the Ringlemann Scale thereafter. SECTION 42. 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 Government in connection with this Project, FTA reserves the right to pursue the procedures and impose on the Grantee the penalties of 18 U.S.C. § 1001, 31 U.S.C. §§ 231 and 3801 et seq. , and/or 49 U.S.C. § 1607(h) , as may be deemed by FTA to be appropriate. SECTION 43. Debarment and Suspension. The Grantee shall obtain from its third party contractors certifications required by Department of Transportation regulations, "Governmentwide Debarment and Suspension (Nonprocurement) ," 49 C.F.R. Part 29, and otherwise comply with the requirements of those regulations. SECTION 44. Labor Protection. The Grantee agrees to undertake and complete the Project under the terms and conditions of the Special Section 13(c) warranty for the Section 18 program agreed to by the Secretaries of Transportation and Labor dated May 31, 1979, or substitute comparable arrangements agreed to by the garretary of Labor. SECTION 45. Prohibition of Drugs. The Grantee agrees to comply with 49 C.F.R. Part 653, "Control of Drug Use in Mass Transportation Operations." SECTION 46. Miscellaneous. A. Bonus or Commission. The Grantee warrants that it has not paid, and also agrees not to pay, any bonus or commission for the purpose of obtaining approval of its application for the financial assistance hereunder. B. State or Territorial Law. Except to the extent that a federal statute or regulation conflicts with State or territorial law, nothing in the Agreement shall require the Grantee to observe or enforce compliance 15 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 territorial law, the Grantee shall at once notify the State in writing in order that appropriate arrangements may be made by the State and the Grantee to the end that the Grantee may prrreed as soon as possible with the Project. C. 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. D. 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 Exhibit A shall be applicable to the Performance of the Project. E. No State Obligations to Third Parties. The State shall not be subject to any obligations or liabilities to any third party in connection with the performance of this Project without its specific written consent. Neither the concurrence in nor the approval of the award of this contract or any subcontract, or the solicitation thereof, nor any other act performed by the State under this contract shall constitute such consent. F. Pursuant to Applicable Regulations. The Project shall be ierformed by the Grantee pursuant to all applicable federal requirements, which shall be provided to the Grantee by the State. The Grantee shall confirm receipt of such regulations in writing. sEetiON 47. Americans With Disabilities Act. The Grantee agrees to comply with PL 101-336, 42 USC 12101 et seq, "Americans With Disabilities Act". SECTION 48. The Special Provisions attached hereto are hereby made a part of this Agreement. SECTION 49. The Grantee shall include in all subcontracts entered into pursuant to this Agreement all of the above clauses 11 through 48, inclusive. 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 agreement is subject to a financial assistance contract between the State of Colorado, the U.S. Department of Transportation, and the Federal Transit Administration SECTION 50. The Grantee warrants that it has the lawful authority to enter this Agreement, and that it has taken all actions and complied with all procedures nerassary to execute the authority lawfully in entering this Agreement, and that the undersigned signatory for Grantee has been lawfully delegated the authority to sign this Agreement on behalf of Grantee. Vona 1-Acoan SPECIAL PROVISIONS CONTROLLER'S APPROVAL I. 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 pay- ment of money by the State. FUND AVAILABILITY 2. Financial obligations of the State payable after the current fiscal year am contingent upon funds fur that purpose being appropriated, budgeted and otherwise made available. BOND REQUIREMENT 3. If this contract involves the payment of more than fifty thousand dollars for the construction,erection. repair,maintenance,or improvement of any building,road,bridge,viaduct,tunnel,excavation or other public works for this State the contractor shall,before entering the performance of any such work included in this eras• tract.duly execute and deliver to and file with the official whose signature appears below for the State,a good and sufficient bond or other acceptable surety to be approved by said official in a penal sum not less than one- half of the total amount payable by the terms of this contract.Such bond shall be duly executed by a qualified corporate surety.conditioned for the due and faithful performance of the contract,and in addition,shall provide that if the contractor or his subcontractors fail to duly pay for any labs,materials,team hire,sustenance,pro- visions.provender or other supplies used or consumed by such contractor or his subcontractor in performance of the work contracted to be done,the surety 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 bond,when so required,is executed,delivered and filed,no claim in favor of the contractor arising under this contract shall be audited, allowed or paid.A certified or cashier's check or a bank money order payable to the Treasurer of the State of Colorado may be accepted in lieu of a bond. This provision is in compliance with 38-26-106 CRS. as amended. INDEMNIFICATION 4. To the extent authorized by law, the contractor shall indemnify, save and hold harmless the Slate, its employees and agents,against any and all claims,damages,liability and court awards including costs,expenses, and auorney fees incurred as a result of any act or omission by the contractor,or its employees,agents,subcon- tractors, or assignees pursuant to the terms of this contract DISCRIMINATION AND AFFIRMATIVE ACTION 5. The contractor agrees to comply with the letter and spirit of the Colorado Antidiscrimination Act of 1957. as amended and other applicable law respecting discrimination and unfair employment practices(24-34-402. CRS 1982 Replacement Vol.),and as required by Executive Order,Equal Opportunity and Affirmative Action, dated April 16. 1975.Pungent thereto, the following provisions shall be contained in all State contracts or rub-contracts. • During the performance of this contract,the contractor agrees as follows: -(I) The contractor will not discriminate against any employee or applicant for employment because of race,creed-color,national origin,sex,marital status,religion,ancestry,mental or physical handicap,or age.The contractor will take affirmative action to insure that applicants are employed,and that employees are treated during employment,without regard to the above mentioned characteristics.Such action shall include,but not be limited to the following:employment,upgrading,demotion,or transfer,recruitment or recruitment advenising:lay-offs or terminations:rates of pay or other forms of compensation:and seleo lion for training,including apprenticeship.The contractor agrees to post in conspicuous places,available to employees and applicants for employment,notices to be provided by the contracting officer setting forth provisions of this non-discrimination clause (2) The contractor will.in all solicitations or advertisements for employees placed by or on behalf of the contractor,state that all qualified applicants will receive consideration for employment without regard to race, aced, color. national origin, sex, marital status, religion, ancestry, mental a physical • handicap,or age. (3) The contractor will send to each labor union or representative of workers with which he has collective bargaining agreement or other contract or understanding,notice to be provided by the contracting officer. advising the labor union or workers'representative of the contractor's committment under the Executive Order.Equal Opportunity and Allirmative Action,dated April 16.1975.and of the rules,regulations,and relevant Orders of the Governor. (4) The contractor and labor unions will furnish all information and reports required by Executive Order, Equal Opportunity and Affirmative Action of April 16,1975,and by the tufts,regulations and Orders of the Governor,or pursuant thereto,and will permit access to his books,records,and accounts by the ccon- .. &acting agency and the office of the Governor or his designee for purposes of investigation to ascertain • compliance with such rules, regulations and orders. (5) A labor organization will not exclude any individual otherwise qualified from full membershiprights in such labor organization,or expel any such individual from membership in such labor organization or dis- criminate against any of its members in the full enjoyment of work opportunity,because of race,reed. color,sex, national origin,or ancestry. (6) A labor organization.or the employees or members thereof will not aid,abet,incite,compel or coerce the doing of any act defined in this contract to be discriminatory or obstruct or prevent any person from complying with the provisions of this contract Of any order issued thereunder,or attempt,either director indirectly. to commit any act defined in this contract to be discriminatory. 1"..) el 'Y r"' '395-53-01.1022 page_i_ of 2 pages .__ Fern 6-AC-02C (1) In the -ent of the contractor's non-compliance with the non-dl ''nination clauses of this con- tract or wit. of such rules.regulations,or orders,this contract ma, =celled,terminated or sus- pended in whole or in pan and the contractor may be declared ineligible for further State contracts in accordance with procedures, authorized in Executive Order, Equal Opportunity and Affirmative Action of April 16, 1975 and the rules,regulations.or orders promulgated in accordance therewith,and such other sanctions as may be imposed and remedies as may be invoked as provided in Executive Order,Equal Opportunity and Affirmative Action of April 16,1975,or by rules,regulations,or orders promulgated in accordance therewith, or as otherwise provided by law, (8) The contractor will include the provisions of paragraph(l)through(8)in every sub-contract and subcontractor purchase order unless exempted by rules, regulations, or orders issued pursuant to Executive Order,Equal Opportunity and Affirmative Action of April 16,1975,so that such provisions will be binding upon each subcontractor or vendor.The contractor will take such action with respect to any sub-contracting or purchase order as the contracting agency may direct,as a means of enforcing such provisions,including sanctions for non-compliance,provided,however,that in the event the con- tractor becomes involved in.or is 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 6 a. b. When 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 a state or foreign country equal to the preference given or required by the stale or foreign country in which the non-resident bidder is a resident If it is determined by the officer responsible fur awarding the bid that compliance with this subsection.06 may cause denial of federal hinds which would otherwise be available or would otherwise be inconsistent with requirements of federal law,this sub- section shall be suspended,but only to the extend necessary to prevent denial of the moneys or to eliminate the inconsistency with federal requirements(section 8-19-101 and 102.CRS). GENERAL 7. "The laws of the State of Colorado and rules and regulations issued pursuant thereto shall be applied in the interpretation,execution and enforcement of this contract. Any provision of this contract whether or not incor- porated herein by reference which provides for arbitration by any extra-judicial body or person or which is other- wise in conflict with said laws,rules and regulations shall be considered null and void Nothing contained in any provision incorporated herein by reference which purports to negate this or any other special provision in whole or in part shall be valid or enforceable or available in any action at law whether by way of complaint,defense orother- wise.Any provision rendered null and void by the operation of this provision will not invalidate the remainder of this contract to the extent 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 federal and state laws, rules and regulations that have been or may hereafter be established. 9. The signatories hereto aver that they are familiar with 18.8-301,et,seq.,(Bribery and Corrupt Influences) and Ill-8-401.et.seq..(Abuse of Public Office).CRS 1978 Replacement Vol..and that no violation of such pro- visions is present. • 10. The signatories aver that to their knowledge,no state employee has a personal or beneficial interest what- soever in the service or property described herein: V WITNESS WHEREOF, the parties hereto have executed this Contract on the day first a wr Contra • (Full Legal STATE OF COLORADO RICHARD D. LAMM ERNOR By 7 exEctmve DIRECT - _ - Position(Title) • DEP MENT • . _. .. cow Saves,Hr....10.00I to w..w, • (If Corporation:) Attest(Seal) - APPROVALS - - ----- -- ATTORNEY ERAL CONTROLLER • By By at 2 raw IN WITNESS WHEREOF, the parties hereto have executed this contract the day and year first above written. ATTEST: STATE OF COLORADO ROY Ft R, GOVERNOR BY Chief Clerk Executive Director DEPARTMENT OF TRANSPORTATION By Director Division of Transportation Development APPROVED: GALE A. NORTON CLIFFORD W. HALL Attorney General State Controller By By BARRY B. RYAN Assistant Attorney General Natural Resources Section ATTEST: FOR THE GRANTEE: Grantee BY Name Name Title Title gP EXHIBIT A SCOPE OF WORK AND CONDITIONS WELD COUNTY DIVISION OF HUMAN RESOURCES A. Standards of Performance. 1. The Grantee will provide the service described in Section E of this Exhibit and will provide a minimum of 16,350 one-way passenger trips per month (averaged quarterly) , at a maximum operating and administrative cost of $ 4.02 per trip and a minimum rate of .26 passengers per vehicle mile. Standards of performance will be measured, reported and averaged at least quarterly. Measurement of thee standards will commence with the preGPntation 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 causP(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 14. B. Project Budget. 1. The net Project cost is estimated to be and shall be shared as follows: Admin. Cost Operating Deficit COFRS Function (IN 83) (LP 83) FMS Function # (1516 C) (1517 C) Federal Share 70% $4,753 50% $ 26,950 Grantee Share 30% 2,037 50% 26,950 '1V1AL $6,790 $ 53,900 bchibit A Page 2 2. The Project Cost shall not exceed the maximum allowable cost of $60,690. The State will pay no more than 70% of only the eligible, actual administrative costs up to the maximum federal amount of $4,753; and no more than 50% of only the eligible, actual operating costs up to the maximum federal amount of $26,950. 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 $60,690, 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 capital, administrative, and operating expenses may be provided twin unrestricted federal funds. At least one half must be ftur sources other than federal funds. The Grantee's share for capital expenses shall be provided in cash. 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, 1993 and within the limits of Section 3 of this Agreement. The Grantee is prohibited from receiving reimbursement during any month for either administrative or operating expenses in an amount which exceeds 10% of the total federal funds awarded the Grantee for either administrative or operating costs. 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. If no capital equipment is obtained, the contract shall expire upon final reimbursement by the State, within the limits of section C. above._ n Jr Exhibit A Page 3 E. Project Description. The Grantee shall perform all the Project activities generally described in the application for funding sulanitted to the State on May 15, 1992, and as specifically described below. That application is incorporated herein by reference to the extent consistent with this Agreement. The Grantee will operate a modified demand responsive transportation services in the rural areas of Weld County. The services will be provided to the general public wilth an emphasis on elderly, persons with disabilities and low income persons. The Grantee will provide service to the following towns at the indicated frequencies: Eaton (twice a month) ; Ault (once a week) ; Windsor (once a week with one additional day per month) ; Johnstown (once a week with one additional day per month) ; Milliken (once a week) ; Tri Town (daily) ; Erie (daily) ; Fort Lupton (three times a week) ; Platteville (three times a week) ; Hudson (twice a month) ; Keensburg (twice a month) ; Lochbuie (once a month) ; Kersey (once a week) ; Gilchrist (once a week) ; Severance (as needed) ; Hill N Park (once a week) ; Nunn (as needed) . The Grantee will advertize its rural service as available to the general public. The Grantee will provide comparable demand responsive service to persons with disabilities as required by the Americans With Disabilities Act. Any costs incurred by the Grantee for which the Grantee receives reimbursement fran other FTA funds (i.e. , Section 16, RTAP) may not be listed as a cost to be shared by FTA on the monthly reimbursement request. Se:CDT;D? ; Exhibit B Page 1 • GUIDANCE FOR AUDIT OF GRANTEE COMPLIANCE WITH FIA REQUIREMENTS Federal Domestic Assistance Catalog No. 20.509 I.1 PROGRAM OBJECTIVES • Grants made under the Section 18 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 Grantos, on a competitive basis. III. COMPLIANCE REQUIREMENTS AND SPECIAL AUDIT PROCEDURES A. Matchinq Requirements 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, admini.sLcative costs include the salaries of adminisUators 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 degrribed in Exhibit A. Local match cannot be used to match other programs. Up to 50 percent of the (17n n n mthlbit B Page 2 lnra1 match can be derived from unrestric.LExl federal sources. Suggested Audit Procedures: _ o Examine the Scope of work and Conditions (Ekhibit A) . o Ascertain the total Project cost. o Determine whether local matching funds were applied to the ties for which they were committed. o 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 Compliance Requirement: Expenditures made by the Grantee and charged to the Project must meet the requirements set forth in Section 5 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 Geaconal ' levels of service may only be reimbursed at that level of service provided year round, based on the average of the low quarter's monthly service hours applied to annual costs. Grantees submit monthly (or quarterly) reimbursement requests to the State. On that report Grantees indicate total transportation costs, which may include costs not related to the Project. The "Amount to be shared by FTA" columns represent the Project costs and may not include nonallowable costs. EhhibitB Page 3 No more than 30 percent of the Projects adninisUative expenses nor more than 50 percent of the Project operating expenses may be attributed to non-cash, in-kind exPenses- Suggested Audit Procedures: - o Review Section 5 of this Agreement. o Review at least three reimbursement requests submitted by the Grantee to the State. Ascertain whether the Grantee included any nonallowable costs in the "Amount to be shared by FTA" columns. o Ascertain whether the Grants has sufficient controls and procedures in place to ensure nonallowable costs are not charged to the Project. C. Accounting Records Grantees are expected to maintain accounting records in accordance with SeLLion 6 of this Agreement. Suggested Audit Procedures: o Review Section 6 of this Agreement. o Ascertain whether the Grantee's procedures and records are in compliance. • 411, mEmoRAnDum Constance L. Harbert, Chairman YII Board of County Commissioners January 4, 1992 To Date Walter J. Speckman, Executive Director, Human Resources a _ r1y" COLORADO From ��p� Transportation Contract Subject: Enclosed for Board approval is a contract between the Colorado Department of Transportation and Weld County Division of Human Resources. The Department of Transportation will award Human Resources $34,171.00 to provide transportation services to the elderly and disabled of rural Weld County. The terms of this contract will commence from the time of signature by authorities at the Department of Transportation through December 31, 1993. Please call Linda Piper at 353-3816, extension 3320, if you have further questions. 930035 • STATE OF COLORADO DEPARTMENT OF HIGHWAYS N1 4201 East Arkansas Ave. Denver, Colorado 80222 ; t 1303) 757-8011 ' :• ,�.#e Derwahor 10, 1992 Ms. Linda Piper • Weld COunty Area Agency on Aging 1551 N. 17th Avenue P. O. Box 1805 Greeley, CO 80632 Dear 3 -p pert Enclosed is a copy of the contract for the Section 18 funds awarded in 1993 to the Weld cautty Area Agency on Aging for providing service to the general public. I have enclosed one copy of the full contract, three signature pages and a sample Resolution. By not providing all three copies of the full contract, we cut down on the volume of mail. You may keep the copy of the contract for your records until an executed contract is returned. As always: The State will fill in the execution date based on when the contracts are returned. PleaseinftrnAftakioriginal signature pages as soon as nossible. It may take as much as an additional three weeks to have the contract executed once we receive the signature pages. Also xae . ths:tmsolution with,:; he.signature pagmiZAONOwa required part of the contract. Without the Resolution, we cannot forward the contract. Please have the contract and Resolution signed by the highest elected official authorized to sign for the organization. (If someone else signs, we must have adequate documentation that the person is authorized to sign for the organization.) Pleegn be sure to have the "Arrrsr" line on the signature page signed by someone who can witness, and verify the signature. •SIB yeui lcirma: i poste name under "Grantee" on the signature page. After the State has executed the contract, an original will be sent to you. • Please be sure to carefully review the entire Scope of Work (Exhibit A) , for you will be held responsible for meeting these requirements. We realize the contracts are being sent much later than in previous years. T e lending bankruptcy of one of our grantees has caused untold hours of staff time and also discussions with the Attorney General Office in developing contract language that would preclude similar problems from arising in the future. The result has been to require the passage of the Resolution by the governing body of the grantee and the execution of a Security Agreement for those purchasing or rehabbing vehicles. Please call me at (303) 757-9767 if you have any questions. S. Ye Specialist Hello