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Home My WebLink About962194.tiff RESOLUTION RE: APPROVE AGREEMENT FOR FEDERAL TRANSIT ADMINISTRATION FUNDING BETWEEN HUMAN SERVICES AND COLORADO DEPARTMENT OF TRANSPORTATION, DIVISION OF TRANSPORTATION DEVELOPMENT, 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 an Agreement for Federal Transit Administration funding between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Weld County Department of Human Services, and the Colorado Department of Transportation, Division of Transportation Development, commencing January 1, 1997, and ending December 31, 1997, with further terms and conditions being as stated in said agreement, and WHEREAS, after review, the Board deems it advisable to approve said agreement, a copy of which is attached hereto and incorporated herein by reference. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that the Agreement for Federal Transit Administration funding between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Weld County Department of Human Services, and the Colorado Department of Transportation, Division of Transportation Development, be, and hereby is, approved. BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to sign said agreement. The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 9th day of December, A.D., 1996. BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO • A ST� r� / / f fd Barbara J. Kirkmeyer, hair k W d County Clerk tot oard• j/y+ . Baxter, Pro Te BY: he Board C Dale K. Hall APPRO AS TO F /,q-77 e_,,X) Constance L. Harbyrt unty Attorney j( W. H. ebs er V 962194 eq.' I/5, 3r HR0067 AGREEMENT THIS AGREEMENT, made this day of , 19_, 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, 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 400 , Organization Code 9886 and 9887,Appropriation Code 415 ,Program Code 5000, Function Code 1510, Object Code 5180 1 N ,GBL Code NN83 and NP 83, Reporting Code 0526 , FEIN Number 846000813 G,Encumbered Amounts $ 8,286 and$71,000, 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 put pose 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 utilin 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. 1 962194 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. 2 962194 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 pun puse 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 962194 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 hinds 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 962194 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 temtination 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 962194 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. My costs incurred by the Grantee that are not included in the Scope of Work. 3. My 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"Master 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 962194 C. For Cause. Upon written notice, the Grantee agnzs 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 Agiccuient, or if the State determines the pm poses 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 Agreement, 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 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: 7 962194 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.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 4220.1 B, 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 962194 E.. Ineligible Bidders. Unless otherwise permitted by the FTA or State,the Grantee shall refrain hum 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 excise/ling$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),ETA'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 -Hag 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 fast 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 962194 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) My 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,"Nondiscrimination in Federally-Assisted Programs of the Department of Transportation - Effectuation of Title VI of the Civil Rights Act, "49 C.F.R. Part 21, and any implementing requirements FTA may issue. B. Equal Employment Opportunity. The following requirements apply to the Project: (1)In implementing the Project, the Grantee may not discriminate against any employee or applicant for employment because of race, color, creed, sex,disability, age,or national origin. The Grantee agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, sex, disability, age, or national origin. Such action shall include, but not be limited to, the following: employment,upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Grantee shall insert the foregoing provisions(modified only to show the particular contractual relationship)in all its third party contracts for Project implementation,except contracts for standard commercial supplies or raw materials and construction contracts, and shall require all such contractors to insert a similar provision in all subcontracts,except subcontracts for standard commercial supplies or raw materials. (2) If, as a condition of assistance, the Grantee has submitted and the State and FTA has approved, an equal employment opportunity program that the Grantee agrees to carry out, such program is incorporated into this Agreement by reference. Such program shall be treated as a contractual obligation; and failure to carry out the terms of that equal employment opportunity program shall be treated as a violation of this Agreement. Upon notification to the Grantee of its failure to carry out the approved program, the State and FTA will impose such remedies as they may deem appropriate, which remedies may include termination of financial assistance as set forth in Section 9 of this Agreement or other measures that may affect the ability of the Grantee to obtain future financial assistance under the Federal Transit Act, as amended; Title 23, United States Code(Highways), or the Intermodal Surface Transportation Efficiency Act of 1991, Pub.L. 102-240. 10 962194 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. Pan 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 sem. .; 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. Pan 38; 4. Department of Justice(DOJ) regulations, "Nondiscrimination on the Basis of Disability in State and Local Government Services,"28 C.F.R. Pan 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. Pan 101-19; 7. Equal Employment Opportunity Commission(EEOC) "Regulations to Implement the Equal 11 962194 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 962194 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 CPR Part 653. B. Alcohol Abuse. The Grantee,if a recipient of funds frum 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 Grantor 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 CPR 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(1)of the Federal Transit Act, as amended,49 U.S.C. app. §1602(0, 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 962194 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 962194 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 fugding. 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. 15 962194 Ira c.ncata SPECIAL PROVISIONS CONIICOLLEWS.APPRAVAL I.Thhoatraasha0 met be deemed valid tura kdisft Inc bee.s. "4 by die Coatrcflcr JIM Stated Colorado or mdt assistant es he may designate_ThiispwioimIswriable loamy coid act birching the pay- went et money by the State.. FUND AVAILABILITY 2. r- 'CWgad0eS oldie State payable after the amen fiscal year sae eominpatwpm funds for that , purpose appropriated.bidgetcd and otherwise ode amiable. BOND EEQUU tEUQ(P 3.Dt in'contract kudos die pywmtdmote*ma(themiIns forthe construction,memos repair.wsmenmtcr_ximpmuanm[d say laaf5sg,toa4beidpCfviadact.tmeelesardtanee other p blk mat fortlesSmitsdicenauactarslu4 before catering dem:foraea-danytwchumhkdedadiasiis em tram_ddyaneateaddtf cnoand file with the owcidwhamipmwe appears below Cottle State.a land and sufficient bond orotbaacocptabic surety tom appo.odbyaidoliiaal Laniard sum not int than one- half o doc teal amount payable by the tams of dies ors&Swdtbaedaht0 be duly exceeded by a qualified corporate*army.cootthioned for&edit and faitbadpafoca.aoedthhemnuaccad inadd"dn t shall poMc that Ithc contractor orbissubmtenaors fan to diypay-forrg labor.antedate.team hire.sashmmo.pm- visims.pwedororathcrappfas used cc--- -dbysathooatraaar°this'abemradockptfotmaced the wore contracted tobedone.Aae surely volt pp'the sac krmomtaetex orthagthematspeeTedin the bond,topcther with interest at the ate of eight percent rasa Mims mach bong when soatgmcd,is accoted.de even d and filed,to daim in Inn onaaaeramnptr&s4ds contract shall be adtcd. allowed ce pier.Acidified or cashiers deck or a bast aoneyodeeptyaNeb pe Trmmce edit State of Colorado any be accepted in 6m d a bond.This poidion"a k ommEmee with 1E-26-106 CRS.as INDEM.IIFICAIION 4. To die extent authorized by law.the.contractor sbaH kdemay.we and hold hart the State,its cmploycznadagaaLabntanyadandaa¢damages SdayadeowtawardciniineontrAnceta. and aaacyka nomad es Arai*daro,act orodaioabyt eamtraroe,orbs eoployccs.apmts,subwn- tractors,or assignees pursuant to the tams ofthis contract - - DISCRUM(ATION AND AFFIRMATIVE ACIION 5. Tbcomtractorartcs iocomply 00 11w ththe letter and spiitdtheC do A_t45c....._C_Acid 1951. as amended.and other appfeable law respecting B¢ri"anim and atdaiemp1op.as praeuea(2434.40L CRS 19S2 Replac Replacement Vol-),ad a required byEseaGueOedcGEgmlOppoMtity arid Mamai eM:sit dated April I6.197$.Rersnan:dienno,thealowfgpovafmasfarl hem nnitiel in all Sant conaaccr or strbooanoag - - During the pa(amanee of this contract the coattiaor apes as fonowz (I)Tic contractor ea not efacrimmarte against try employee orapprecaator aupioyann bane of camaced.colo.national origin,se.marital stn,a aateac,mental or physical had.up.or ap.lbc contractor will takeawwrmaire action bimaaethatappC®tsaeemployedradtttaagibyca are 4sted dating employmeat,w'id d reprdb Sealant aneafonedchtraderistis.Such=Gm shall include,but not be limited to the fafowiav ciploymeet..ppafeg,dmntiott,avant,roaaimemor rwt went advdfsint lay-olis Of termmaimr weld pay creaser forms ofcompamtine ad=leo tine Sr training.including appcot:crsbin The contractor woes to post in conspicuous places.mailable toemployees and appbeants for employment.Dodos bbcpeouidcdby the contracting alliiarsaling forth pwioons of this non-6sai scion dame. (2)The contractorwdt in a0 solicitations or advertisements foremployes placed by oron behalf or the contactor,state that all qualified applicants will rec ivicennnsideredon forcmploymtm without scaid to rota. Cad. color, national omen- set marks! ma, religion. ancestry. mental or physical hand'cp.or age. (J) Tic contractor will sad to cad,labor anion orrepeesataigeofworkers with which be has collective bargaining wean=or other contract or cndmtaofmj,noticetobe provided by the oamactingolF.cer, advising the labor union a workers'r scotative oft&eontraaofs commiume nt under the Excartrve Oslo:Equal Opportunity and Affirmative Adeon,datedAlra 16-1975.and tithe mks,regdatian-and colorant Orders of the Governor. (4)The contractor and labor unions wall furnish a0 idormaGm ad reports required by Executive Onles. Egad Opportunity and Affirmative Aclion of April I6.1975.and by the rules-regulations and Odes of the Governor.Of pursuant thereto-and unit permit aarts to hitboots,accords,and accounts by the a traiing apcncy ad the oCa or the Govaooror his designee fore rpnsa of investigation to ascertain ain compliance with such ruka.regulations and orders. (5) A labor otp lion will not exclude any individual othawixupafrftdtmow full membership rights in ash labor organisation.or expel any suds individual from maubeamip in such labor orga ization a dis- eeimotc slams any of its members in the full enjoyment of work opportunity.berme dram,creed color_set national origin-or ancestry. (6)A tabor organization.or the employes ormanbeer Saud will aid.abet incite,compel or coerce the doing day as defined in this contract to be fsohninaroryaebstrnct or prevent any person from complying with the provisions of this contractor any order issued thereunder;orattempt.either Aucedy or -infra dy.to commit any ma defined in this contact to be aacmoatory. 962194 Form 6-AC-02C - _ • (71 1a the event((the ooanactoei Womeonpfmtrpa with the ooa6serimualim tdamaddis con- tractor with anydsuch mkt.sepWalians:« . smnttufmaybecnacel d.leiasiosvia1ds- pudd in whole or in put and the coatsaaoramy be dodath itfuNeTor(WWWrState=Mimesin accbrthacc Act A 14197.ick 1 authorised in Executive Order. Opportunity and f--- A iother e ndc «orders promulgated in acmtdancdaewith.and wadi samaras a may be imposed and iemeStet a may be invoked as provided it SWIM OpromulAqua ial n a GndAfmatite AaimdApri116,1975.yrbymles. epdacooS«odos therewith.«a otherwise provided by law. subcoatractor pate order Naas exempted(8) nalitdodctheprovisiomdpuavaph(►)Ihrough(8)iatvay,tbeaaloctad, lsaoMeOrdarGNdOppatuaily by lutes. `c.1 odors istsu plasma to Actionctorw 16,1971.mtlmaaiprgei to wal6ebmQmG epos ot3sub000vaaoc«ttad«.The emaaaorwtll take such rffmwith atpect m say s bcontra:dewpudyse order as the cmrradmt agency may gusset as a m aa'da ardnt t mmes suds provision. imlocfmg °po° ace prodded. that la die ma made coo. wr$•G6Wla°with thew6matrador«va dormaaemR daw3tuea'aabytto contracting gam the a ataadorayymguea the State dQdoiadaaoenter into such fitigadal to paten the lamest of the State ofColorado. COLORADO LABOR PREFERENCE 6a. wah..Whale amstructiott imam far a prbGe project tote awadd toff bidder.a resident bidderdunbe aogtmodh the anear. bidder frau itrteafaeiLocountrye ual b the pdaaoepvcsa officer responolic for swan:Sag ktt country in which die aoniaadeat bidder is a resident_Wit is ektemince by tic wir h wuWottawcc available bid that a compaae withthiimSsocds,o6 rely tymidenial dfdadlmds whit a shall be able«wtatia d o wist be inconsistent with mgiasmmts of federal law.Air sthb sa,Wcadcd.bat ally to the extend mammy to prevent denial of the inconsistency with federalmgsittmma(scetion 8-19-101 and 102.CRS). m°°en«b omits' die GENERAL 7.The laws of the State ofColorado and ruler and regulation ensued pm:van(thereto shall be applied in the mapetatia,execution and a nfaoanem d this contract Any provision d this contract vi:dmorad boor- parated herein by rekrence wsemconfictwith laq aep�whom shal far arbitration l considered wry extra-juicial v°rpahinan aw:die an - Provision incoparatedhemmby rdaraee'whirh Naiintaonuodinea in run shall bevald«adaaabls«available in any action at law bybyby taffyd special powiefe ewide« woe Any Provision rendered adl and void by We operation of this Opvdai tetl the - -1thv this contract to the teem that the mama is capable of execution. will oat uraGdate aemaiedor d Z.At all dam Mang federal and sate lax. Me-performance cif this Contract.the Coot aaorshall strictly adhere m a8 appUable ... _ regulations that h born a.may hereafter be tsabfehd, - -9.ar91 a gnatories boron aver dm they arc famimr with IL-8-301.et seq..(Baser;and Corrupt Inflames. a.sat,(Abase of Public Office).CRS 1978 Replacement Vol-and that no violation dsoci pew- visions is present. 14•The stp asotja aver that to their - socwr in the service«properly deseribod berate no sonde employee 6u a personal or beneficial interest what- - - WITNESS WHEREOF, the parties hereto have executed this Contract on the day fast (Fat Lgal. . STATE OF COLORADO RICHARD D. LAM d OR By ---�_ a exncunma Position(Talc) DEP i.r Limn...-r._t..r.a nue, a. (If Cams twnel Attest(Seal) By. APPROVALS ATTORNEY • •ERA'. CONTROLLER By By ' 962194 IN WITNESS WHEREOF, the parties hereto have executed this agreement the day and year first above written. ATTEST: STATE OF COLORADO ROY ROMER, GOVERNOR 2,,r, ZL hief Clerk BY iisi ` Dor ivisibn Director ;Division of Transportation Development, tea By Executive Director APPROVED: GALE A. NORTON CLIFFORD W. HALL Atto ey General State Controller By4;7, ft� By BARRY B. RY Assistant Attorney General Natural Resources Section A� T: FOR THE GRANTEE:%��\1111861 \I W:Va'qv Weld County, Colorado �� IN g i Deputy erk to the Board By i �� e:._ 5�/ZLE—re/.,__ 12/090)6 Name Donald D. Warden Name Barbara J. Kirkmeyer Chair, Title Weld County Clerk to the Board Title of Commissionersty Board EXHIBIT A SCOPE 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. Proiect Budget. 1. The net Project cost is estimated to be and shall be shared as follows: Admin Cost Operating Deficit GBL (NN 83) (NP 83) Federal Share (70%) $ 5,800 (50%) $35,500 Local Share (30%) 2,486 (50%) 35,500 TOTAL $ 8,286 $71,000 2. The Project Cost shall not exceed the maximum allowable cost of $79,286. The State will pay no more than 70% of only the eligible, actual administrative costs up to the maximum federal amount of $5,800; no more than 50% of only the eligible, actual operating costs up to the maximum federal amount of $35,500; 962194 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 $79,286, 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, 1997 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 23, 1996, and as specifically described below. That application is incorporated herein by reference to the extent consistent with this Agreement. The Grantee will operate a modified demand responsive system ( our term to describe a regular route to rural towns which are build around a call in system to a local coordinator) for the residents in the rural areas of Weld County. The services will be provided to the general 962194 public, with an emphasis on elderly, persons with disabilities and low income persons. The Grantee will provide service to the following towns at the indicated frequencies: Eaton (twice a month); Ault (twice a week); Windsor (once a week with two additional days per month); Johnstown (twice a week with one additional day per month); Milliken (once a week); Tri Town (twice a week); Erie (call in); Fort Lupton (four times a week); Platteville (three times a week); Hudson (twice a month); Keensburg (twice a month); Lochbuie (once a month); Kersey (once a week); Gilchrist (once a week); Severance (call in); Hill N Park (four times a week); Nunn (call in); Grover (call in); Mead (call in) Demand responsive service is available for riders needing the wheelchair lift. 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. 962194 Exhibit B Page I 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 subrecipients, 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. 962194 Exhibit B Page 2 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 in-kind contributions are documented, that matching funds are not used to match other programs, and that federal funds used as match do not exceed the 50 percent threshold, and that no capital equipment purchases were charged as administrative or operating expenses. B. Allowable Costs compliance Requirement: Expenditures made by the Grantee and charged to the Project must meet the requirements set forth in Section 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 nonallowable costs. No more than 30 percent of the Projects administrative expenses nor more than 50 percent of the Project operating expenses may he 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 nonallowable costs in the "Amount to be shared by FTA" columns. 962194 Exhibit B Page 3 o Ascertain whether the Grantee has sufficient controls and procedures in place to ensure nonallowable costs are not charged to the Project. C. Accounting Records Grantees are expected to maintain accounting records in accordance with 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. 962194 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 jContractorl 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 962194 Exhibit E SAMPLE OPTION FORM LETTER Date: TO: [Contractor] [Address] SUBJ: Option Exercise Letter In accordance with Section 25 of Agreement # , between the State of Colorado Department of Transportation and [Contractor) covering the period of through the State hereby exercises the option for [an additional performance period of months] at a [continued/increased] performance level [of ]. The maximum amount payable by the State in Section is (increased/decreased) by ($ amount of change) to a new total of ($ ). Section is hereby modified accordingly. State of Colorado: 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 962194 MEMO To: Barbara J. Kirkmeyer, Chairman Board of County Commiss From: Walt Speckman, Executive Director, Human Services I I\\JJ Subject: Department of Transportation Contract �l Date: December 2, 1996 Enclosed for Board resolution and signature is an agreement between Weld County Human Services and the Colorado Department of Transportation. Weld County is to be awarded $41,300 of Federal Transit Administration monies to help provide transportation to rural Weld County beginning January 1, 1997. The Board of Commissioners previously reviewed and approved the grant application for these funds. The State is now requesting three original resolutions and three original signature pages be signed by the highest elected authority for Weld County before the final agreement is forwarded to Weld County. Please feel free to contact Linda Piper at extension 3320 if you have further questions. • 962194 Hello