HomeMy WebLinkAbout972473.tiffRESOLUTION
RE: APPROVE TWO AGREEMENTS WITH THE STATE DEPARTMENT OF
TRANSPORTATION AND AUTHORIZE CHAIR TO SIGN
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, the Board has been presented with two Agreements 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, conditions being as stated in said agreements, 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 two Agreements 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 1st day of December, A.D., 1997.
Board
APP' P . =D A •' FORM:
unty Att. rney
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
/Geore t` Baxter, Chair
Constance L. Harb- Pro-Tem
Dale K. Hall
arbara J. Kirkmeyer,
-64
W. H. Webster
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972473
HR0068
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AGREEMENT
THIS AGREEMENT, made this /14 day of , 19 by and between the
STATE OF COLORADO for the use and bene of the STATE DE ARTME OF
TRANSPORTATION, DIVISION OF TRANSPORTATION DEVELOPMENT, hereinafter referred to
as the State, and WELD COUNTY , 1551 N 17th Avenue. 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 _442, Organization Code 9702 and 9701 Appropriation Code 415 , Program Code 5000
, Function Code 1510 , Object Code 5180 1 N , GBL Code PN83 and PP 81, Reporting Code 0526 ,
FEIN Number 846000811 G, Encumbered Amounts S 9 120 and $78 437, 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 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 Section 18
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 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 incorporated herein by reference to the extent consistent herewith.
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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.
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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.
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 subrecipients. 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; or
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. ' 1352 and
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
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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
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-110, 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-110, 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.
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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 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 invoices) its 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 nilnus 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 I, 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.
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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.
D. Final Determination. The Grantee agrees that reimbursement of any cost under this Agreement does
not constitute a final State decision about the allowability 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 allowability 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 AMaster Agreement.@ F. De -
obligation of Funds. The State reserves the right to de -obligate 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-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 the FTA criteria, FTA or the State may waive the OMB
Circular A-128 audit requirement or substitute a requirement of a grant audit performed n 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 Grantee=s 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 A-
122, Revised, as may be applicable.
D. Project Closeout. 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.
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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,
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 fluids 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 teal 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. ' ' 18.31, 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 -I 10, 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 like exrPeding 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 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 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:
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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 subrecipients 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:
1. Maintain and to require subcontractors and subrecipients 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.RS. 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 subrecipients are carrying the above
described insurance.
3. Name the State or require subcontractors and subrecipients 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 ETA 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.
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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
Testing," 49 C.F.R. Part 663, and any revisions thereto.
I. Preaward and Postdelivery 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 make, 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
9
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
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.
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
(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 Tide VI of the Civil Rights Act of 1964, 42 U.S.C.' 2000d; 49 U.S.C. 5332; and U.S.
DOT regulations, ANondiscrimination in Federally -Assisted Programs of the Department of
Transportation - Effectuation of Title VI of the Civil Rights Act, A49 C.F.R. Part 21, and any
implementing requirements FTA may issue.
B. Equal Employment Opportunity. The following requirements apply td 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.
10
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
subrecipients and in all third party contracts assisted by the FTA between the Grantee or subrecipients 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,
Subrecipient, 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 part contractor under this Project complies with all applicable
requirements of the Americans With Disabilities Act of 1990 (ADA), 42 U.S.C. ' ' 12101 et sm.;
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 Benefitting 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
11
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 REQUIREMENTS.
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 subrecipients, 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
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
12
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. Neither the Grantee nor any mass transit operator that
acts on behalf of the Grantee may engage in school bus operations exclusively for the transportation of
students or school personnel in competition with private school bus operators, except as provided in Section
3(g) of the Federal Transit Act, as amended, 49 U.S.C. app. ' 1602(g), and FTA regulations, "School Bus
Operations," 49 C.F.R. Part 605, and any amendments that may be issued. Any school bus agreement
entered into under these regulations is incorporated into this Agreement by reference.
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. If a recipient of funds from Section 5311,
neither the Grantee nor any mass transit operator that acts on behalf of a Grantee may engage in charter
bus service operations, except as provided under section 3(f) of the Federal Transit Act, as amended, 49
U.S.C. app. ' 1602(f), and FTA regulations, "Charter Service," 49 C.F.R. Part 604. Any charter service
agreement entered into under these regulations is incorporated into this Agreement by reference. The
Grantee shall certify its compliance with these provisions in writing to the State in a format provided by the
State.
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
13
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 levels 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,
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
14
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.
15
Moss CMOS=
GONTRO zR'sAPPROVAL
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INDEMNIFICATION
4. To the wan a De. �iactor sit Wan* /, save and hold Wades' the
as
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Dzs(R(OiDYAUON AND AFFI ACIION
CRS atearnadoil. and other +Fs'gtoi. nataadmdair uitiesal3f19S7.
dated April 16. RegaoanmtVelj,adesmpdtod OraoG!'stad pratend s
NM. Penman sienna. piejgedKpodtiost W&ov 1t*fame MOM fOF
. _ DamC!he Paf?epueae d this awwact, the cos assess as knows
(1) The contractor will not deakeittate against lace. clad. color. staniand cask sec. statical dam alio" ancestmemetid or physical basSeap. or
age The cconaaor abeam* arson to htterethataaidantsareemployed.andthatcroplanct
are fretted daring empirgesaf. bol oolbc kilned lo theSeabovech Ad
eadi fc len doatinn Mitt
t.o e:. demote. er transfer. tt o-
lionfor a ,f sofpVscstop Wmaorm"Wusph a:and adeo _
tam ant applicants Prot(d topost�aafixebbe' contracting...
(2) The
uuetap +all sonata' dons or qualiforemptoyees placed by «m behanofde
tts will receive casideration for
handicap. or ace aced.5 embadored ode; sexmutt r1°"°maim 1°
(3) The contractor will said to addableanion orraresattatedworkets with which he has collective
bagaieap agreement or other contract «
advising the labor onion « troches' ttpreaema dli�bbeporinod6ythea errthe Executive
relevant �Opof the Gencreor.
p�cy and v Apra 16.1975,ts antherdurnait tinder
ions. and
) The contractor labor unions willfurnish (e�Oppo�lty�e�' ActaofAprilall requited reports
emulations
ExecutiveOrder.the Oovenror, alna:naat thereto. and will roams to his ho . ecords, mNkti unabOtdasnf
traaineagency and the Cam of the Coeanorof hsdsigeeorpur records. .andaooatmsoasc Lain
compliance with mat ides. wpuadoes and atlas, for purposes dtmveAisaion to asomain (5) A Idarerganinten not exclude any infinite! etbenrise ctiadnate against angst its mambas midi laboroIion. rexpel anyaymW tmerabaship such laborerfullabiragoniiain
or
color. scx. national or ancistry.
in 14e full aljaymad duet opPoam$Y. because Creed..
..
(6) A labor mlanaatron.or the employees ar thorca oGlaotal4.ba. ro
the doing demyact ddmed in this contract to be compel
'.I°dt R b Gretna or prevent any person from eamoRdefamed zomplying trial the la dds contract °r `;
345-53-01-1022
SPROIAL PROVISIONS
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COLORADO LABOR PREFERENCE
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COLORADO
December 16, 1997
STATE OF COLORADO )
) ss
COUNTY OF WELD )
CLERK TO THE BOARD
PHONE (970) 356-4000, EXT.4225
FAX: (970) 352-0242
915 10TH STREET
P.O. BOX 758
GREELEY, COLORADO 80632
I, Donald D. Warden, Clerk to the Board of County Commissioners, in and for the County
of Weld, State of Colorado, do hereby certify that the attached copies are true and correct
duplicates of the resolution titled APPROVE TWO AGREEMENTS WITH THE STATE
DEPARTMENT OF TRANSPORTATION which was adopted by vote on December 1,1997.
WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of said County at Greeley,
Colorado, this 16th day of December, 1997.
CLERK TO THE BOARD
BY:
eputy Clerk to the Bo
IN WITNESS WHEREOF, the parties hereto have executed this
agreement the day and year first above written.
ATTEST:
STATE OF COLORADO
ROY ROMER, GOVERNOR
Chief Clerk Executive Director
DEPARTMENT OF TRANSPORTATION
APPROVED:
CLIFFORD W. HALL
State Controller
By
ATTEST:
WELD CO
C
BY:
DEPUT
Name
Title
BY � i [ 4L1
Sion irec or
i ision of Transporation
Devel•.pment
GALE A. NORTON
Attorney General
8ARRY'B. RYAN
Assistant Attorney General
Natural Resources Section
By
FOR THE GRANTEE:
By /t%
Name George E. Baxter (12/01/97)
Title Chair, Board of County Commissioners
EXHIBIT A
SCOPF OF WORK AND CONDITIONS
WELD COUNTY
A. Standards of Performance.
1. The Grantee will provide a minimum of 15.498 one-way passenger trips per month
(averaged quarterly), at a maximum operating and administrative cost of $5 13 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 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. Project Budget.
1. The net Project cost is estimated to be and shall be shared as follows:
Admin Cost Operating Deficit
GBL (PN 83) (PP 83)
Federal Share (70%) $ 6,384 (50%) $39,216
Local Share (30%) 2136. (50%) 39.216
TOTAL $ 9,120 $78,432
2. The Project Cost shall not exceed the maximum allowable cost of $87 552. The State
will pay no more than 70% of only the eligible, actual administrative costs up to the
maximum federal amount of $6.384; no more than 50% of only the eligible, actual
operating costs up to the maximum federal amount of $39.216;
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 $87.557, 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. 1998 and within the limits of Section 3 of this Agreement. Reimbursement
shall be made on a percentage of the federal funds awarded. The monthly administrative or
operating reimbursement shall be based on 10% increments of the federal award for that
category. The effect shall be cumulative; that is, total reimbursement after the first month of
the contract shall not exceed 10% of the grant award, 20% of the grant award after the
second month, 30% after the third month, etc. The final invoice shall be submitted no later
than sixty (60) days after the above date.
D. Contract expiration. The Agreement shall expire when the capital equipment no longer has a
federal interest, as determined by the State. If no capital equipment is obtained, the contract
shall expire upon final reimbursement by the State, within the limits of section C. above.
E. Project Description. The Grantee shall perform all the Project activities generally described
in the application for funding submitted to the State on May 5, 1997, and as specifically
described below. That application is incorporated herein by reference to the extent
consistent with this Agreement.
1. Area Served B The Grantee operates a demand response and modified demand
response system (our term to describe regular routes to rural towns which are built around a call
in system to a local coordinator) for the residents of Weld County excluding the City of Greeley.
This service will be available to both incorporated and unincorporated areas of the county.
2. Population Segments Served B This service shall be available to the general public
with a significant number of passengersship comprised of elderly, disabled, and low income
individuals.
3. Levels of Service 13 The Weld County Transportation System modified demand response
service will occur through the following proposed route schedule:
Proposed Public Transportation Levels of Service for 1998 and 1999
Area Days Hours Vehicles
Eaton 2 x per month 9:30 - 1:30 one
Hudson 2 x per month 9:00 - 2:00 one
Lochbuie 1 x per month 9:00 - 2:00 one
Gilcrest 4 x per week 9:00 - 2:00 one
increased by 3 times per week
Kersey 1 x per week 9:00 - 2:00 one
Milliken 3 x per week 10:00 - 1:30 one
increased by 2 times per week
Windsor 4 x per week 9:30 - 2:00 one
increased by 3 times per week
Ault 2 x per week 11:00 - 2:30 one
Dacono (Tri Towns) 2 x per week 9:30 - 2:00 two
Johnstown 3 x per week 9:30 - 2:00 one
increased by 1 time per week
Platteville 3 x per week 9:00 - 2:00 one
Fort Lupton 4 x per week 9:30 - 2:00 one
Hill N Park 2 x per week 9:00 - 2:00 one
increased by 2 times per week
Erie, Severance, Nunn, Call In Varies one
Grover, Mead
Wheelchair Requests Demand Response Varies Five
Persons may also call for service at times not listed above. Demand response requests may be received
between 8:00 a.m. and 5:00 p.m. A minimum 24 hours notice is required.
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 may provide the described
Section 5311 public transportation service on vehicles funded by Section 5310 so long as the
percentage of non -elderly and non -disabled trips does not exceed 20%.
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 16, RTAP) may not be listed as a cost to be shared by FTA on the
monthly reimbursement request.
Exhibit B
Page 1
GUIDANCE FOR AUDIT OF GRANTEE COMPLIANCE
WITH FTA REQUIREMENTS
Federal Domestic Assistance Catalog No. 20.509
I. PROGRAM OBJECTIVES
Grants made under the Section 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
sub recipients, hereinafter referred to as Grantees, on a competitive basis.
III. COMPLIANCE REOUIREMENTS AND SPECIAL AUDIT PROCEDURES
A. Matching 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, 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 13
Page 2
Suggested Audit Procedures -
• 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 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 a 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 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 FTA" 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.
Suggested Audit Procedures.
o Review Section 7 of this Agreement.
o 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 FTA"
columns.
Exhibit B
Page 3
o Ascertain whether the Grantee has sufficient controls and procedures in place to ensure non -
allowable costs are not charged to the Project.
Accounting Records
Grantees are expected to maintain accounting records in accordance with Section 5 of this
Agreement.
Suggested Audit Procedures.
o Review Section 5 of this Agreement.
o Ascertain whether the Grantee's procedures and records are in compliance.
21
EXHIBIT D
SAMPLE CHANGE ORDER LETTER
Date:
State Fiscal Year 19 -
Change Order Letter No.
In accordance with Paragraph of contract routing number , between the State
of Colorado Department of Transportation and [Contractor] covering the
period of _ through _ the undersigned agree that the maximum amount payable by
the State for eligible services in Paragraph _ is
(increased/decreased) by ($ amount of change) to a new total of ($ ). The first
sentence in Paragraph _ is hereby modified accordingly.
The services affected by this (increased/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 19
Contractor Name: State of Colorado:
Roy Romer, Governor
By: By:
Name For the Executive Director
Title Colorado Department of
Transportation
APPROVALS: FOR THE STATE CONTROLLER
Clifford W. Hall
By: By:
For CDOT State Controller or Designee
25
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 1
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:
Roy Romer, Governor
For the Executive Director
Colorado Department of Transportation
Title
APPROVALS: FOR THE STATE CONTROLLER
Clifford W. Hall
By: By:
For CDOT State Controller or Designee
26
9B HT D O\ O 1 .8
AGREFM ENT
THIS AGREEMENT, made thisLik
day of - Rnu. A ry , 19 clK 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 DEPARTMENT OF HT JMAN RESOURCES P.O. BOX 1805
Greeley CO 80632 , a private nonprofit 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 Fund Code ADD_ Organization Code 9706 , Appropriation Code 402 , Program Code 5000 ,
Function Code 1510 , Object Code 5180 1 N GBL Code JW 83 and JY 83 Reporting Category 0526 ,
FEIN Number 846000813 G , Encumbered Amount $ 28.800 and $ 5,000, 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 persons with disabilities for
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 16 of the Act, hereinafter referred to as the "Project"; and
WHEREAS, Section 43-1-601, C.R.S. 1973 authorizes the State to enter into such contracts as
may be necessary for state application and administration of Section 16 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 the 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
SECTION 2. ACCOMPLISHMENT OF THE PROJECT.
A. General Requirements. The Grantee shall commence, cany 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.
2
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.
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 subrecipients. 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; or
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. ' 1352 and
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
3
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
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-110, 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-110, 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.
4
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 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.
5
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.
D. Final Determination. The Grantee agrees that reimbursement of any cost under this Agreement does
not constitute a final State decision about the allowability 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 allowability 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 finds 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 AMaster Agreement.@ F. De -
obligation of Funds. The State reserves the right to de -obligate 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-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 the FTA criteria, FTA or the State may waive the OMB
Circular A-128 audit requirement or substitute a requirement of a grant audit performed n 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 Grantee=s 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 A-
122, Revised, as may be applicable.
D. Project Closeout. 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.
6
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,
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 Agieecnent, where applicable.
SECTION 10. REAL PROPERTY, EQUIPMENT 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. ' ' 18.31, 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 like 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:
7
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 subrecipients 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:
1. Maintain and to require subcontractors and subrecipients to maintain in full force and effect
during the teen of the Agreement Comprehensive General and Automobile Liability Policy for amounts not
less than: Bodily Injury, $400,000 each occurrence; Property Damfige, $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 subrecipients are carrying the above
described insurance.
3. Name the State or require subcontractors and subrecipients 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.
8
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. Buv 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
Testing," 49 C.F.R. Part 663, and any revisions thereto.
I. Preaward and Postdelivery 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 make, it makes,
or may make pertaining to the statements contained in its application for finding. 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 teen 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
9
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
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.
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
(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, ANondiscrimination in Federally -Assisted Programs of the Department of
Transportation - Effectuation of Title VI of the Civil Rights Act, A49 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.
10
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
subrecipients and in all third party contracts assisted by the FTA between the Grantee or subrecipients 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,
Subrecipient, 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 part contractor under this Project complies 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
11
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 REQUIREMENTS.
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 subrecipients, 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
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
12
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 hinds 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. Neither the Grantee nor any mass transit operator that
acts on behalf of the Grantee may engage in school bus operations exclusively for the transportation of
students or school personnel in competition with private school bus operators, except as provided in Section
3(g) of the Federal Transit Act, as amended, 49 U.S.C. app. ' 1602(g), and FTA regulations, "School Bus
Operations," 49 C.F.R. Part 605, and any amendments that may be issued. Any school bus agreement
entered into under these regulations is incorporated into this Agreement by reference.
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. If a recipient of funds from Section 5311,
neither the Grantee nor any mass transit operator that acts on behalf of a Grantee may engage in charter
bus service operations, except as provided under section 3(f) of the Federal Transit Act, as amended, 49
U.S.C. app. ' 1602(O, and FTA regulations, "Charter Service," 49 C.F.R. Part 604. Any charter service
agreement entered into under these regulations is incorporated into this Agreement by reference. The
Grantee shall certify its compliance with these provisions in writing to the State in a format provided by the
State.
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
13
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 levels 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,
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
14
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 departinent 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.
15
'floc
O0NTso 'SAPREOVAL SF �srows I. Iliscontram shall oat &Maned CotaadaaraaA-4l asking awRdaaGlh rahudhythe cbeawterdmeStaeof
teal dmancy by the State. tsSPdesiphatt This +('Prtaldatettttytahtaraahhadrme6epay, FUND AVAILABILITY
budcn s ad otherwise made aesthete.
�contingentaPea fwdcfur thn
other (MSc
��ance.oriaptpr bulldog mat, _BOND BEQUIREBEyyr
aidQaWrsfartleooap
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Iaidsufficientond Ot sheensble adds � aid ae ��notlastbanmeState, a -
kars th total payable by
4 cocoapmformsacc56aldo d byapalikd
avpoOa roFat contractorGrids aPcorarad steactom fail � and d�lap
. stotettaree. pro-
nnunedbywaheormactororldsalbcontractorin the work bebad,lecemcrwgynnanceor
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arec ted.de livered d Asad a.ddmtpravorecheoo uclara eatlemamma. Mien vs* aten � Is
be t
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may be accepted in Ica ofa dexter' oto°4aderptti►ddelo the 7ietor 6406 C n Wadriaa is fa oomprwaee with 111.26106 (RS, as
DPDECAITON
4aaptoyosaadagars. vilest egad all dshat.dstasees. IslattneRcoast ante Worst osste.ostnasee.
. To the meat authorised lry law She.contractor. shall intandry, save and hold harness the State. its
at attorney fees iacorsed as ttanots amyhes galivant to tie lamad Oe°a�ot:orifseaptoyee�a11mt;ahhbooa
ntscitrunwaion AND Ann *SON
aramhecaateaetorapus to adatScr ywiduelelteraadapir8cdthe(blmde
dated Apol Id. IFIS.Prrravar P 10 a idAirm al 31 102 -
CRS
dtneat. ese d In all rateex
wit oflSraarosa'acaor
Dtt^k the petfotme ee ;I this coateau. the tr
amor (I) The contractor will not dhaio gaga'Pees e procht
cc. The coatraaor a aadaret s4.�_ yam,nst a � teamtsforpfor hysical
t became of
ambit dot
butmaate tWihiwtregaNee a a8 °D"ad.adthatesapktrees
ateatioalddlenetaisties. Soch
d`ctth layoffs oremplot af. demotion. transfer. ' memor
reentionenttosroe(*s adappGugr ommaorapaa to post looms
conspicuous ,.,d.aes. avast* -. providers d the clause, oment. wakes to be Wvddi.HipWeoohhiaaihhpollioatetlia11keti
(2)
The cormemor la in ail sormitatioos or coraramor. state that all qualifiappacalts will rewire chasidaatiott for employment reprd to
ed foraployasplaced byarotidWfdthe
han&ca, or aye htthtont mien. sea. rentalstorm region. ancestry. withoutlta or
(li't11 FoOeaanvin seed
hn ar, t daottats wild which he has
lwhiting the ty d eepeeseatatiee ortaxtradog. mace lobe plaited by the nd rttheote Executive
e
relevant orders *rare Governor: Aoda6daedApra I6.1976. and dtherules. regulations -and
(<��ontasWrad lborsl ans MORamsh at Wotmadonadmperts RWitad
by Execetive the Govcs1°;orpassaatthacm.adwiipAction peermiita Aprilssbh n records.
ndaccoc sod the
ca�n'
cnmpfanoe with such eda, ache
elahnie � t eefarpmpaaesdlavesti11at;on untsb n
((5) labororganization. or expel any such iaccoidtral front jnot =dude any hhdiridadathereiseQaddedTimn full
mamership cob,tuitional _ makeslate(ap d tbinandhlabor .heat11 a`asdo-
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Clifignatt such rgahsttmry.ditt
(6) A lahorohpaniratiaa,a or aneegr:.:..:.. watt °pp°st°ciU' a dente, aced. ; �.
•
tedaisy otanyact dafnhediatlns' an teteo(etlmttaid,abet.ladte,anyp oweetx
,osaw Pro.isiamdthisaa Ateravf e °eo6saae ee or prevent +q'thasm Om -
W net defamed la this canna( to be � eYhtadahectpar, ..
chap:"
3954 1-01-1022
Form 6.Ac-02C
(7) In the cod of the °waaetali'aoa ecedsmp wi h the alondocimmadoe clauses dmh
V CC With any cC SC ceden,ca,t iscontractinefbeasoetlaq,taminateaaraa-
pewdod in whole or Input ad the coast may be dedamlMcEgthi for Add State adds in
accordance affir procedures. authorised in Ecaoutive Older: Equal Opportunity and Affirmative
ash oder smoYams as my be ipored�ad 0 min hookedw. watts Promulplcd la as
pidananEXCtherewith and
Order. Equa°Footwear dARoomiveAdmdApri 26,(975. asprov(lodi Eam6ve
promulgated i accordance therewith, or as mhavise provided by law. .regalatloas.aonka
(Q TheeootraaarwillWok thepro isiasdpan'DapltiljWoW(tiioewxrabeoarraaad
subcontractor porch a adridea exempted by ea repdadoas, a orden issued pursed so
Execrative Order, ruled Oppadmity sad AffirmativeAdiootApii G6, 197S.sothdmdtpo.isias
adbeX106upon >orb°°mnaarotvote The ombaaorall take limb said with respect to
adagigaporahase order's the wader ting dewy may dina a t, a seaus'dakteieg
puaitiootidudngsewe ma foraoaoomplaam provided. brewer. that ithe event the ma -
tractor laciamiur t%vdiC aiis hreakaed wilktdgationwithlhemboomadorarrredorasatemh deeddi b16eirdra elal%�:WeadoetermtpmaaeddmStateofCdaablealter
• bid such 6Gmfie 6p /aaost;the Mudd of the Stale ofCalmed*.
COLORADO LABOR PREFERENCE
6a •
b. What aanwuciondatraelforapdt6epniect'etawardodtoirbiddeSaredid Wilke droll be
. , Aimed apndastwassdaaiamataidalbalerfomiitahwrkodpldaft dui leas tdameepwaor
aopsiiedbydmstateabmics(mane'iN&66ieam+eddatbidderiaaddedifItIsdelamied by the
drat
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awatffing availthobidlhmomapBmawi ahSi sbadwmi06aaryemsetkdalended funds
ableetwadd°Chadicbelacem3tarwiti a pirmdssd6deallaw,thisssf
tendon shall be a4laded.bmonly to -the emend aooasaty to peaces dead dthe coneys orto ermine the
Inconsistency with federal regsrcmaa (section 8-19-101 ad 102, CRS).
GENERAL• ..
t The laws tithe State ((Colorado ad oda and reidafas laud peaml lhaao shall be applied in the
waMaanion,ateaaiceand enfamomatdthisconcert MyrmidondthiscontactwhetheraanSot-
poratodheriabyde encewlidtprdrdetfmtathitsadombymyeat!icdddbadlape son or ,hichb other.
Wise iconic with Sdtn,t aid iutgioa.slalI be cied sift and it Nothing casaiad in any
• provision incorporatoffiracin in v.Gd eafaa�able wleinanrecede width portssmagatethisaagahersp providmiMdea
wise. Any l be
rendered ail and void in action ration c( this ptctbabywwyefoe plait,defaseaothc-
th& contact to the °neat that the curd is capable ofm a ea0o vision will
bra i.rardrre the nbuida of
Cede.
admateall 4 ridiY dthis Camaro; the Caivasorahs0saiedyadhereaall spplable
*gpdafaa that butte been cagy beadier & tstahGthed% yr.47.
115414014l.
s`vIoriishadaaver a [Peyote faa�ti-3
aid aiaddsl0Lccsog_(&%ayadcawsiidimrama)
um'.(Abuseofrubric O fioe).CPS 1978
Reptaaamat Yob.>tmddm aoviolation dsmdtpo..-
10.•The signatories overact tothdr .. '
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'WITNESS WHEREOF: the bathes hereto have executed this Contract on the day Eat
(Fop Legal
Position (ram
Sat Sias. n...r.. a• Ill Node
(If Com rasiraa/
Attest(Sidi
r.indilY •arr.�
ATTORNEY ERAi....;
By
qa err.
STATE OF COLORADO {.
RICHARD D. LAM RNOR
153Y _ —
as _
DEP
APPROVALS
e, ,r cxorreou.ea
Oicte";
COLORADO
December 16, 1997
STATE OF COLORADO
) ss
COUNTY OF WELD
CLERK TO THE BOARD
PHONE (970) 356-4000, EXT.4225
FAX: (970) 352-0242
915 10TH STREET
P.O. BOX 758
GREELEY, COLORADO 80632
I, Donald D. Warden, Clerk to the Board of County Commissioners, in and for the County
of Weld, State of Colorado, do hereby certify that the attached copies are true and correct
duplicates of the resolution titled APPROVE TWO AGREEMENTS WITH THE STATE
DEPARTMENT OF TRANSPORTATION which was adopted by vote on December 1,1997.
WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of said County at Greeley,
Colorado, this 16th day of December, 1997.
CLERK TO THE BOARD
BY:
eputy Clerk to the Bo
IN WITNESS WHEREOF, the parties hereto have executed this
agreement the day and year first above written.
ATTEST: STATE OF COLORADO
ROY ROMER, GOVERNOR
Chief Clerk
APPROVED:
CLIFFORD W. HALL
State Controller
ATTEST:
WELD' -
BY:
DE
Name
Title
By i"'"_""LyvtL) i; a
Executive Director
DEPARTMENT OF TRANSPORTATION
irector
ision of Transporation
Deve opment
GALE A. NORTON
Attorney General
By
A)IA
BARRY B. RYAN
Assistant Attorney General
Natural Resources Section
FOR THE GRANTEE:
By
A/�
Name George E. Baxter (12/01/97)
Title Chair, Board of County Commissioners
FXHIBIT A
SCOFF OF WORK AND CONDITIONS
WELD COUNTY
A. Standards of Performance.
1. The Grantee will provide the service described in Section E of this Exhibit and
will provide a minimum of 14.836 one-way passenger trips per month (averaged
annually), at a maximum operating and administrative cost of $6.4q per trip and a
minimum rate of .24 passengers per vehicle mile.
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
Vehicle Office Equipment
GBL (JW 831 GBL {JY 83)
Federal Share (80%) $28,800 (80%) $5,000
Grantee Share (20%) 7.200 (20%) 1,250
TOTAL $36,000 $6,250
2. The Project Cost shall not exceed the maximum allowable cost of $42,250.
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 $33,800. 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 $42.250, 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, 1998, 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 $25,000.
3. Compliance with Pre -Award and Post -Delivery Review Requirements, if a
vehicle(s) is being procured under this Agreement.
F. Project Description. The Grantee shall perform all the Project activities described on
page 13 and elsewhere in the application for funding submitted to the State on May 5,
1997. That application is incorporated herein by reference to the extent consistent with
this Agreement.
Area Served B The Grantee operates a demand response and modified demand
response system (our term to describe regular routes to rural towns which are built
around a call in system to a local coordinator) for the residents of Weld County
excluding the City of Greeley. This service will be available to both incorporated and
unincorporated areas of the county.
Population Segments Served B This service shall be available to the general public
with a significant number of passengersship comprised of elderly, disabled, and low
income individuals.
Levels of Service B The Weld County Transportation System modified demand
response service will occur through the following proposed route schedule:
Proposed Public Transportation Levels of Service for 1998 and 1999
Area
Eaton
Hudson
Lochbuie
Gilcrest
Kersey
Milliken
Windsor
Ault
Dacono (Tri Towns)
Johnstown
Platteville
Fort Lupton
Hill N Park
Erie, Severance, Nunn,
Grover, Mead
Wheelchair Requests Demand Response Varies Five
Persons may also call for service at times not listed above. Demand response requests may be
received between 8:00 a.m. and 5:00 p.m. A minimum 24 hours notice is required.
Hours
9:30 - 1:30
9:00 - 2:00
9:00 - 2:00
9:00 - 2:00
9:00 - 2:00
10:00 - 1:30
9:30 - 2:00
11:00 - 2:30
9:30 - 2:00
9:30 - 2:00
9:00-2:00
9:30-2:00
9:00 -2:00
Days
2 x per month
2 x per month
1 x per month
4 x per week
increased by 3 times per week
1 x per week
3 x per week
increased by 2 times per week
4 x per week
increased by 3 times per week
2 x per week
2 x per week
3 x per week
increased by 1 time per week
3 x per week
4 x per week
2 x per week
increased by 2 times per week
Call In Varies
Vehicles
one
one
one
one
one
one
one
one
two
one
one
one
one
one
Capital funds will be used to purchase one mini -van with ramp with 2 wheelchair tie downs and
3 ambulatory seats. You will be required to follow the Department's 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.
Capital funds will also be used for office equipment in conjunction with the transportation office
relocation into a new facility. A letter outlining the proposed purchase of any office equipment
needs to be submitted to the State prior to purchase. After purchasing the equipment, a letter
with original receipts must be submitted requesting reimbursement.
The grantee may provide public transportation on vehicles funded by Section 5310 so long
as the percentage of non -elderly and non -disabled trips does not exceed 20%.
G. Procurement
The Grantee shall follow the vehicle procurement process as set forth by the State in
the 1998 Procurement Package. The Grantee shall submit procurement package to
the State no later than January 17, 1996. A purchase order for the vehicle shall be
issued no later than April 24, 1998, unless otherwise exempted by the State in writing.
The Grantee shall be responsible for reimbursing the local share to the selected vendor
within 15 days after delivery of the vehicle. The Grantee shall follow the acceptance
of vehicle procedures as specified in the 1998 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 registered mail a regiiest for reimbursement for
the Federal share after the acceptance of the vehicle.
H. Restrictions on I nbhyinq
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.
EXHIBIT B
Page 1
GUIDANCE FOR AUDIT OF GRANTEE COMPLIANCE
WITH FTA REQUIREMENTS
Federal Domestic Assistance Catalog No. 20 500
I. PROGRAM OBJECTIVES
Grants made under the Section 16 program are available to supplement other FTA capital assistance
programs by funding transportation projects for elderly and handicapped individuals in urbanized, 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 organization.
III. COMPLIANCE REQUIREMENTS AND SPECIAL AUDIT PROCEDURES
A. Matching Rea irrmrnts
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 STATE DEPARTMENT OF TRANSPORTATION, DIVISION OF
ZRANSPoRPATION DEVELOPMENT, herinafter referred to as "the State"
and , a Coloradoprivate no hereinafter referred to as "the nprofit organization,
Grantee."
A. Purposes This Security Agreement is made for the
purpose of crorniring the
federal 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
and identified as contract if 19
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 I to this gormirity 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. agglirLqLZutergt. In consideration
under the Agreement dated this
identified as contract #
the State a security interest in the
Addendum I and/or described below as
of the value provided to the Grantee
day of , 19 and
the Grantee hereby gives and grants to
Project Equipment described in
follows:
This security interest shall apply to the Project Equipment acquired
pursuant to the Agreement dated this day of
identified as contract I , whether 19 and
purchased before or after the
date this Security Agreement is execaited. The Grantee hereby authorizes
the State to describe in the space above the Project Equipment subject to
this Security Agreement.
Exhibit C
Page 2
D. zsen• The State may place a lien on the title of each Project Equipment
vehicle based upon this cAmotority Agreement. The State shall retain
physical possession of the titles of such Project
the Grantee agrees that the State shall be considered "in rt vehicles and
such vehicles for theb�tslawn of
repossess purpose of any document required by State law to
suds vehicles if necessary.
E. Disposition of . In addition In addition to the
herein, the Grantee agrees the security interest granted
to and acknowledges 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. Assiorm�e„r The Grantee agrees not to assert against
State any defenses or claims the Grantee may have against theassignee State. the
G. Bol on' 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
cud iFICATION OF PROCUREMENT AND ActEI-'DANCE
(rarity 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 spifications, bid procedures, award documents, and the
proceedings followed and find that the procurement of the above equipment is
consistent with and meets all the proktam requirements as outlined in its
Agreement with the State of Colorado, the State 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 ("cecuurity 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:
Title Colorado Department of
Transportation
EXHIBIT D
SAMPLE CHANGE ORDER LETTER
Date:
State Fiscal Year 19
Change Order Letter No.
In accordance with Paragraph of contract routing number , between the State
of Colorado Department of Transportation and jContractor] covering the
period of through _ the undersigned agree that the maximum amount payable by
the State for eligible services in Paragraph is
(increased/decreased) by ($ amount of change) to a new total of (S_). The first
sentence in Paragraph is hereby modified accordingly.
The services affected by this (increased/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
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
19
Contractor Name: State of Colorado:
Roy Romer, Governor
By: By:
Name For the Executive Director
APPROVALS:
FOR THE STATE CONTROLLER
Clifford W. Hall
By: By:
For CDOT
25
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 _ 1.
The maximum amount payable by the State in Section
is
by ($ amount of change) to a new total of $(increased/decreased)
( ). Section is hereby modified
State of Colorado:
Roy Romer, Governor
For the Executive Director
Colorado Department of Transportation
Title
APPROVALS: FOR THE STATE CONTROLLER
Clifford W. Hall
By: By:
For CDOT State Controller or Designee
26
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