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HomeMy WebLinkAbout1997-351P 41�vMhpIVAL\OOMONIVKnV(AVIAOIP\URBAN MAStlo� ORDINANCE NO % — ✓. 1 AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE A GRANT AND SUBSEQUENT AMENDMENTS WITH THE US DEPARTMENT OF TRANSPORTATION FEDERAL TRANSIT ADMINISTRATION FOR PROJECT NO TX-90-X416, A GRANT AUTHORIZED BY 49 U S C §5307, AND PROVIDING AN EFFECTIVE DATE WHEREAS, the Secretary of Transportation is authorized to award grants for a mass transportation program of projects and budget, and WHEREAS, the City has been advised by the U S Department of Transportation Federal Transit Adnim stration that its application for an urbanized grant authorized by 49 U S C §5307 has been approved in the maximum amount of $369,451, and has requested the City to execute the Grant Agreement, and WHEREAS, the Grant Agreement, which incorporates the Federal Transit Administration's Master Agreement, will impose certain obligations upon the applicant, such as the City of Denton, including the provision by it of the local share of the project costs in the program, and WHEREAS, the U S Department of Transportation requires, in accordance with the provisions of Titles VI and VII of the Civil Rights Act of 1964, as amended, that the applicant give an assurance that it will comply with Title VI of the Civil Rights Act of 1964 and the Department of Transportation requirements thereunder, and WHEREAS, it is the goal of the applicant that disadvantaged business enterprises be utilized to the fullest extent possible in connection with the project, and that definite procedures shall be established and admimstered to ensure that disadvantaged businesses shall have maximum construction contracts, supplies, equipment, contracts, or consultant and other services, NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION I That the City Manager is authorized to execute a grant and subsequent amendments on behalf of the City of Denton, Texas, with the U S Department of Transportation, relating to Project No TX-90-X416 to aid in the financing of capital and operating assistance projects pursuant to 49 U S C §5307 SECTION II That the City Manager is authorized to execute and file an assurance or any other document required by the U S Department of Transportation effectuating the purpose of Titles VI and VII of the Crvd Rights Act of 1964 SECTION III That the City Manager or his designee is authorized to furnish such additional information, assurances, or certifications as the U S Department of Transportation may require in connection with the program of projects P Wved�AIXVALMx Wtd�wewUCAUI}WZWPBPN NAB dog SECTION IV That the City Manager is authorized to set forth and execute disadvantaged business enterprise policies in connection with the program of projects and budget agreement required by the Grant SECTION V. That the City Manager is authorized to execute a grant agreement, in substantially the form of the attached Grant Agreement, which is incorporated as a part of this ordinance, along with any other agreement documents necessary to secure the grant on behalf of the City of Denton, Texas with the U S Department of Transportation for aid in the financing of the capital, and operating assistance program of projects and budget, and to expend the necessary funds as may be required by the condition of the grant SECTION VI That this ordinance shall become effective immediately upon its passage and approval G PASSED AND APPROVED this theQ3 ` day of J)J(7errt 6� r , 1997 2 , d-2,4 JACK MILLER, MAYOR ATTEST JENNIFER WALTERS, CITY SECRETARY AP OVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY PAGE 2 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION FEDERAL TRANSIT ADMINISTRATION MASTER AGREEMENT For Federal Transit Administration Grants or Cooperative Agreements authorized by 49 U.S C. §§ 5301 g4IM, Title 23, U S C (Highways), the National Capital Transportation Act o, 1969, as amended, the Intermodal Surface Transportation Efficiency Act of 1991, as amended, or other Federal enabling legislation FTA MA(4) October 1, 1997 TABLE OF CONTENTS Section 1 Definitions 6 Section 2 Project Implementation 8 a Effective Date 8 b General Requirements 9 c U S DOT Administrative Requirements 9 d Application of Federal, State, and Local Laws and Regulations 9 e Recipient's Primary Responsibility to Comply With Federal Requirements 10 f Recipient's Responsibility to Extend Federal Requirements to Other Entities 11 g No Federal Government Obligations to Thud Parties 1 1 h Changed Conditions of Performance (Including Litigation) 12 Section 3 Ethics 12 a Code of Ethics I2 b Debarment and Suspension 13 c Bonus or Commission 13 d Lobbying Restrictions 13 e Employee Political Activity 13 f False or Fraudulent Statements or Claims 13 Section 4 Federal Financial Assistance 14 a "Net Project Cost" 14 b Other Basis for FTA Participation 14 Section 5 Local Share 14 a Restrictions on the Source of Local Share 14 b Duty to Obtain the Local Share 14 c Calculation of Local Share 14 d Reduction of Local Share 15 Section 6 Approved Project Budget 15 Section 7 Accounting Records 15 a Project Accounts I5 b Funds Received or Made Available for the Project I5 c Documentation of Project Costs and Program Income 15 d Checks, Orders and Vouchers 16 Section 8 Reporting, Record Retention and Access 16 a Reports 16 b Record Retention 16 c Access to Records 16 d Project Closeout 16 Section 9 Payments 16 a Recipient's Request for Payment 17 b Payment by FTA 17 c Costs Reimbursed 19 d Bond Interest and Other Financing Costs 20 e Excluded Costs 20 f Federal Claims Excess Payments and Disallowed Costs (Including Interest) 21 FTA MA(4) 10-1-97, Page 2 TABLE OF CONTENTS (CONTINUED) Section 9 g De -obligation of Funds 22 Section 10 Project Completion, Non -Federal Audits, Settlement and Closeout 22 a Project Completion 22 b Audit of Recipients 22 c Funds Due the Federal Government 22 d Protect Closeout 22 Section 11 Right of the Federal Government to Terminate 23 Section 12 Preference for United States Products and Services 23 a Buy America 23 b Cargo Preference 23 c Fly America 23 Section 13 Relocation and Land Acquisition 24 Section 14 Seismic Safety 24 Section 15 Procurement 24 a Federal Standards 24 b Project Approval/Third Party Contract Approval 24 c FTA Technical Review 24 d Exclusionary or Discriminatory Specifications 24 e Bus Seat Specifications 24 t Use of Federal Supply Schedules 24 g Preference for Recycled Products 24 h Geographic Restrictions 25 i Architectural Engineering Design or Related Services 25 j Force Account 25 k Award to Other Than the Lowest Bidder 25 1 Rolling Stock 25 m Bonding 25 n Notification of Federal Participation 26 Section 16 Leases 26 a Capital Leases 26 b Leases Imohing Certificates of Participation 26 c Cross -Border Leases 26 Section 17 Patent Rights 26 a General 26 b Federal Rights 26 Section 18 Rights in Data and Copy rights 27 a Definition 27 b Federal Restrictions 27 c Federal Rights in Data and CopNnghts 27 d Special Federal Rights for Planning Research and Development Projects 27 e Hold Harmless 28 f Restrictions on Access to Patent Rights 28 g Application to Materials Incorporated into the Project 28 FTA MAW 10-1-97, Page 3 TABLE OF CONTENTS (CONTINUED) Section 19 Real Property, Equipment, and Supplies 28 a Use of Property 28 b General Federal Requirements 29 c Maintenance 29 d Records 29 e Encumbrance of Project Property 29 f Transfer of Project Property 29 g Disposition of Project Property 30 h Misused or Damaged Property 31 i Obligations After Project Closeout 31 Section 20 Insurance 31 a Insurance During Construction 31 b Flood Hazards 31 Section 21 Project Management for Major Capital Projects 31 Section 22 Civil Rights 32 a Prohibitions Against Discrimination in Federal Programs 32 b Equal Employment Opportunity 32 c Disadvantaged Business Enterprise 33 d Access Requirements for Persons with Disabilities 33 Section 23 Employee Protections 34 a Construction Activities 34 b Activities Not Involving Construction 34 c State and Local Government Employees 35 d Transit Employee Protective Arrangements 35 Section 24 Planning and Private Enterprise 36 a FTA Requirements 36 b Infrastructure Investment 36 Section 25 Environmental Requirements 36 a Environmental Protection 36 b Air Quality 37 c Clean Water 37 d Use of Public Lands 37 e Historic Preservation 37 f Mitigation of Adverse Environmental Effects 38 Section 26 Energy Conservation 38 Section 27 State Management and Monitoring Systems 38 Section ;8 Charter Service Operations 38 Section 29 School Transportation Operations 38 Section 30 Metric System 39 Section 31 Substance Abuse 39 a Drug Abuse 39 b Alcohol Abuse 39 FTA MA(4) 10-1-97, Page 4 TABLE OF CONTENTS (CONTINUED) Section 32 State Safety Oversight of Rail Fixed Guideway Public Systems 39 Section 33 Special Requirements for Urbanized Area Formula Projects 39 a Fares and Services 39 b Audit Requirements 40 c Half -Fare Requirements 40 d Procurement of an Associated Capital Maintenance Product 40 e Transit Security 40 f Restnctions on Use of Formula Assistance for Operations 40 g Reporting Requirements 40 h Cnminal Sanctions 40 Section 34 Special Requirements for Formula Projects for the Elderly and Persons with Disabilities 40 a Eligible Subrecipients 41 b State Procedures 41 c Eligible Project Activities 41 d Transfer of Assets 41 Section 35 Special Requirements for Nonurbanized Area Formula Projects 41 a State Procedures 41 b Eligible Project Activities 41 c Transfer of Assets 41 d Restrictions on Use of Formula Assistance for Operations 42 e Intercity Transportation 42 Section 36 Special Requirements for Research De,,elopment, Demonstration, and Special Studies Projects 42 a Project Report 42 b Project Identification 42 Section 37 Special Requirements for a State Infrastructure Bank Project 42 a General Requirements 42 b Latest Requirements Apply 43 c Transit Account Limitations 43 d Limitations on Accessing Federal Assistance in Transit Accounts 43 Section 38 Disputes, Breaches, Defaults, or Other Litigation 43 a Notification to FTA 43 b Federal Interest in Recovery 43 c Enforcement 43 d FTA Concurrence 43 e Alternative Dispute Resolution 43 Section 39 Amendments to the Project 43 Section 40 Electronic Data Interchange Technology 44 Section 41 Severabdity 44 FI-A MA(4) 10-1-97, Page 5 UNITED STATES DEPARTMENT OF TRANSPORTATION FEDERAL TRANSIT ADMINISTRATION MASTER AGREEMENT This Master Agreement encompasses standard terms and conditions governing the administration of a Project supported with Federal financial assistance awarded by the Federal Transit Administration (FTA) through a Grant Agreement or Cooperative Agreement with the Recipient This Master Agreement applies to Federal financial assistance authorized by Federal transit laws codified at 49 U S C §§ 5301 et SN , Title 23, United States Code (Highways), the Intermodal Surface Transportation Efficiency Act of 1991, as amended, or other Federal enabling laws administered by FTA (Pub L No 103-272, July 5, 1994, codified the Federal Transit Act, as amended, as chapter 53 of title 49 of the United States Code, thus requiring new citations for Federal transit laws ) FTA and the Recipient understand and agree that not every requirement within this Master Agreement will apply to every Recipient or every Project for which FTA provides financial assistance through a Grant Agreement or Cooperative Agreement The nature of the Project and the section of the statute authorizing financial assistance for the Project will determine which requirements of this Master Agreement apply Any violation of a requirement within this Master Agreement applicable to the Recipient or its Project may result in penalties to the violating party, requirements that do not apply will not be enforced Thus, in consideration of the mutual covenants, promises, and representations herein, FTA and the Recipient agree as follows Section 1 Definition a Application means the signed and dated request for Federal financial assistance, including any amendment thereto, with all explanatory, supporting, and supplementary documents filed with and accepted, or approved by the FTA by or on behalf of the Recipient b Approval. Authorization. Concurrence. Waiver means a conscious written statement (whether transmuted by paper or electronically) by an authorized official of the Federal Government granting ipermission to the Recipient to perform or omit an action required pursuant to the Grant Agreement or Cooperative Agreement, which action may not be performed or omitted without such permission Unless clearly stated otherwise, an approval, authorization, concurrence, or waiver permuting the performance or omission of a specific action does not constitute permission to perform or omit other similar actions Oral permission or interpretations have no legal force or effect FFA MA(4) 10-1-97, Page 6 c Approved Protect Budget means the most recent statement, approved by the FTA, of the costs of the Project, the maximum amount of Fedei al assistance for which the Recipient is currently eligible, the specific tasks (including specified contingencies) covered, and the estimated cost of each task d Cooperative Agreement means the instrument by which FTA awards Federal assistance to a specific Recipient to support a particular Project, and in which FTA takes an active role or retains substantial control, in accordance with 31 U S C § 6305 The Cooperative Agreement consists of the FTA Award establishing the specific parameters of the Project, an Execution statement signed by the Recipient, and may include Special Conditions or Special Requirements, in addition, this Master Agreement is incorporated by reference and made part of the Cooperative Agreement e Federal Government means the United States of America and any executive department or agency thereof f Federal Transit Administration is the current designation for the former Urban Mass Transportation Administration Any reference in any law, map, regulation, document, paper, or other record of the United States to the Urban Mass Transportation Administration shall be deemed a reference to the Federal Transit Administration g Federal Transit Administrator is the current designation for the former Urban Mass Transportation Administrator Any reference in any law, map, regulation, document, paper, or other record of the United States to the Urban Mass Transportation Administrator shall be deemed a reference to the Federal Transit Administrator h FTA is the acronym for the Federal Transit Administration one of the operating administrations of the U S Department of Transportation (U S DOT) FTA replaces the acronym UMTA i FTA Directive includes any FTA circular, notice, order, or guidance providing information about FTA's programs application processing procedures, and Project management guidelines In addition to FTA directives certain U S DOT directives also apply to the Project t Grant Aiiyreement means the instrument by which FTA awards Federal assistance to a specific Recipient to support a particular Project and in which FTA does not take an active role or retain substantial control in accordance with 31 U S C 0 6304 The Grant Agreement consists of the FTA Award establishing the specific parameters of the Project, an Execution section signed by the Recipient and may include Special Conditions or Special Requirements, in addition, this Master Agreement is incorporated by reference and made part of the Grant Agreement k Local Government includes a public transit authority as well as a county, municipality, city, town, township, special district, council of governments (whether or not incorporated as a private nonprofit organization under state law) regional or interstate government entity, or any agency or instrumentality thereof FTA MA(4) 10-1-97 Page 7 I Protect means the task or tasks, listed in the Approved Project Budget, and any modifications stated mithe Conditions to the Grant Agreement or Cooperative Agreement applicable to the Project For the formula assistance programs for urbanized areas, for the elderly and persons with disabilities, and nonurbantzed areas, 49 U S C §§ 5307, 5310, and 5311, respectively, the term "Project" encompasses both "Program" and "each Project within the Program," as the context may require, to effectuate the requirements of the Grant Agreement or Cooperative Agreement m Recipient means any entity that receives Federal assistance directly from FTA to accomplish the Project The term "Recipient" includes each FTA "Grantee" as well as each FTA Recipient of a Cooperative Agreement Except as FTA permits otherwise, the Recipient is the entire legal entity even though only a single organization within that entity is designated as the Recipient in the Grant Agreement or Cooperative Agreement n Secr to means the U S DOT Secretary, including his or her duly authorized designee o Subivgreement means an agreement by which a Recipient awards financial assistance derived from FTA to the subrecipient as defined in Subsection 1 p of this Master Agreement below The term "subagreement" also includes the term "subgrant," but does not include "third party contract" or "third party subcontract " p Subrecipient means any entity that receives Federal assistance awarded by an FTA Recipient, rather than FTA directly The term "subrecipient" also includes the term "subgrantee," but does not include "third party contractor" or "third party subcontractor " q Third Party Contract means a contract or purchase order awarded by the Recipient or subreciplent to a vendor or contractor, financed in whole or in part with Federal assistance awarded by FTA r Third Party Subcontract means a subcontract at any tier entered into by the third party contractor or third party subcontractor, financed in whole or in part with Federal assistance originally derived from FTA s Transit means transportation by a conveyance, either publicly or privately owned, that provides regular and continuing general or special public transportation to the public, but does not include school bus, charter, or sightseeing transportation The term "transit" also includes "mass transportation" and "public transportation " t U S DOT is the acronym for the United States Department of Transportation, including its operating administrations Section 2 Project Implementation a Effective Date The effective date of the Grant Agreement or Cooperative Agreement is the Obligation Date on which the FTA's Authorized Official signs the FTA Award in the Grant FTA MA(4) 10-1-97, Page 8 Agreement or Cooperative Agreement The effective date of any Amendment is the Obligation Date on which the FTA's Authorized Official signs the FTA Award for that Amendment b General Requirements The Recipient agrees to maintain or acquire sufficient legal, financial, and technical capacity to undertake and complete the Project, and provide for the use of Project facilities and equipment, in accordance with the terms of the Grant Agreement or Cooperative Agreement, the Approved Project Budget, the Project schedules, the Recipient's annual certifications and assurances to FTA, and all applicable Federal laws, regulations, directives, and published policies The "Project Description" in the FTA Award section of the Grant Agreement or Cooperative Agreement describes the Project or Projects to be funded by that Grant Agreement or Cooperative Agreement The Federal law or laws authorizing Project approval identified in the ETA Award section of the Grant Agreement or Cooperative Agreement control Project implementation c U S DOT "dministrative Requirements The Recipient acknowledges that Federal administrative requirements differ for the various types of entities receiving Federal assistance as follows (1) A Recipient that is a state, local or Indian tribal government agrees to comply with U S DOT regulations, "Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments," 49 C F R Part 18 (2) A Recipient that is an institution of higher education or a nonprofit organization agrees to comply with U S DOT regulations "Uniform Admmistrati�e Requirements for Grants and Agreements with institutions of Higher Education Hospitals and Other Non-profit Organizations," 49 C F R Part 19 (3) A Recipient that is a private for -profit organization agrees to comply with the "Uniform Administrative Requirements for Grants and Agreements with institutions of Higher Education, Hospitals, and Other Non-profit Organizations," 49 C F R Part 19 d Application of Federal, State and Local Laws and Regulations (1) Federal Laws and Regulations The Recipient acknowledges that Federal laws, regulations, policies, and related administrative practices applicable to the Project on the date the authorized ETA official signs the Grant Agreement or Cooperative Agreement may be modified from time to time The Recipient agrees that the most recent of such Federal requirements will govern the administration of the Project at any particular time, except if FTA issues a written determination otherwise Such written determination might take the form of a Special Condition or Requirement within the Grant Agreement or Cooperative Agreement or a letter signed by the Federal Transit Administrator, the language of which modifies or otherwise conditions the text of a particular provision of this Master Agreement Specifically, new Federal laws, regulations, policies, and administrative practices may be promulgated after the date when the Recipient executes the Grant Agreement or Cooperative Agreement, and may, by their terms, apply to that Grant Agreement or Cooperative Agreement To achieve compliance with changing Federal FTA MA(4) 10-1-97, Page 9 requirements, the Recipient agrees to include notice in each agreement with each subrectptent and with each third party contractor under the Project that Federal requirements may change and the changed requirements will apply to the project as required, unless the Federal Government determines otherwise All standards or limits within this Master Agreement to be observed to the performance of the Project are minimum requirements, unless modified by FTA The Master Agreement has no expiration date and remains to effect even if certain provisions therein are modified or superseded by subsequent Federal requirements (2) State or Territorial Law and Local Law Except to the extent that a Federal statute or regulation preempts state or territorial law, nothing in the Grant Agreement or Cooperative Agreement shall require the Recipient to observe or enforce compliance with any provision thereof, perform any other act, or do any other thing in contravention of any state, territorial law or local law, therefore, if any of the provisions of the Grant Agreement or Cooperative Agreement violate any state, territorial, or local law, or if compliance with the provisions of the Grant agreement or Cooperative Agreement would require the Recipient to violate any state, territorial, or local law, the Recipient agrees to notify FTA immediately in writing to permit FTA and the Recipient to make appropriate and arrangements to proceed with the Project as quickly as possible e Recipient's Primary Responsibility to Comply with Federal Requirements Irrespective of participation of other parties in the Project, the Recipient continues to remain responsible to FTA for compliance with all Federal requirements imposed by Federal statute, regulations, executive orders, directives, published policies, this Master Agreement and the Grant Agreement or Cooperative Agreement for the Project (1) (Significant Participation bra Third Party Contractor Although the Recipient may enter into a third party contract in which the third party contractor agrees to provide property or services in support of the project, or even carry out Project activities normally performed by the Recipient (such as in a turnkey contract), the Recipient continues to remain responsible to FTA for compliance (2) Significant Participation by a Subrecipient Although the Recipient may delegate any or almost all project responsibilities to one or more subrecipients, the Recipient continues to remain responsible to FTA for compliance (3) Exceptions The Recipient, however, is relieved of compliance with Federal responsibilities in the following two circumstances i (a) when the Designated Recipient of urbanized area formula funds authorized for 49 U S C § 5307 has entered into a Supplemental Agreement with FTA and a grantee covering the Project, the Designated Recipient is not responsible to FTA for compliance with Federal requirements in connection with the Project or i (b) when the Federal Government, through appropriate official action, relieves the Recipient of a portion of or all responsibility to the Federal Government FTA MA(4) 10-1-97, Page 10 f Recipient's Responsibility to Extend Federal Requirements to Other Entities (1) Entities Affected Only signatories to the Grant Agreement or Cooperative Agreement for the Project are parties to that agreement To achieve compliance with certain Federal laws, regulations, or directives, however, other entities participating in the Project, such as subrecipients and third party contractors will necessarily be affected Accordingly, the Recipient agrees to take appropriate measures necessary to ensure compliance by all entities participating in the Project with those Federal requirements applicable to their performance (2) Documents Affected The extent to which a specific Federal requirement affects entities participating in the Project is determined by the provisions of the Federal statutes, regulations, and directives establishing that Federal requirement, as well as the provisions of 49 C F R Part 18 or 49 C F R Part 19 Accordingly, the Recipient agrees to include provisions adequate to ensure compliance of participating entities with Federal requirements, and to require its third party contractors and subrecipients to include in each lower tier subcontract and subagreement financed in whole or in part with financial assistance provided by FTA under the Grant Agreement or Cooperative Agreement provisions adequate to impose applicable Federal requirements Below are additional requirements (a) Third Party Contracts Because Project activities performed by a third party contractor must be carried out in accordance with Federal requirements, the Recipient agrees to include appropriate clauses in each third party contract stating the third party contractor's responsibilities under Federal law, regulation, or directive, including any necessary provisions requiring the third party contractor to extend applicable requirements to its subcontractors to the lowest tier necessary When the third party contract requires the third party contractor to undertake primary responsibilities for the Project usually performed by the Recipient directly, the requirements applicable to the Recipient imposed by this Master Agreement and the Grant Agreement or Cooperative Agreement for the Project must be included in that third party contract and extended throughout each tier to the extent appropriate Additional guidance pertaining to third party contracting is contained in the FTA Best Practices Procurement Manual Be aware, however, that the FTA Best Practices Procurement Manual focuses mainly on the procurement process and may omit certain Federal requirements applicable to the work to be performed (b) Subagreements Because Project activities performed by a subrecipient must be carried out in accordance with Federal requirements, the Recipient agrees to include appropriate clauses in each subagreement stating the subrecipient's responsibilities under Federal law, regulation, or directive, including any necessary provisions requiring the subrecipient to impose applicable Federal requirements on entities to the lowest tier necessary When the subagreement requires the subrecipient to undertake primary responsibilities for the Project usually performed by the Recipient directly, the requirements applicable to the Recipient imposed by this Master Agreement and the Grant Agreement or Cooperative Agreement for the Project must be included in that subagreement and extended throughout each tier to the extent appropriate g No Federal Government Obligations to Third Parties The Recipient agrees that, absent the Federal Government's express written consent, the Federal Government shall not be subject to any FTA MA(4) 10-1-97, Page I obligations or liabilities to any subrecipient, any third party contractor, or any other person not a party to the Grant Agreement or Cooperative Agreement in connection with the performance of the Project Notwithstanding any concurrence provided by the Federal Government in or approval' of any solicitation, subagreement, or thud party contract, the Federal Government continues to have no obligations or liabilities to any party, including the subrecipient and thud party contractor h Chanized Conditions of Performance (Including Litigation) The Recipient agrees to notify FTA immediately of any change in local law, conditions (such as its legal, financial, or technical capacity), or any other event that may significantly affect the Recipient's ability to perform the Project in accordance with the terms of the Grant Agreement or Cooperative Agreement In addition,' the Recipient agrees to notify FTA immediately of any decision pertaining to the Recipient's conduct of litigation that may affect the Federal Government's interests in the Project or the Federal Government's administration or enforcement of Federal laws or regulations Before the Recipient may name the Federal Government as a party to litigation for any reason, in any forum, the Recipient agrees to inform FTA Section 3 E is a Codg of Ethics The Recipient agrees to maintain a written code or standards of conduct that shall govern the performance of its officers, employees, board members, or agents engaged in the award and administration of third party contracts or subagreements supported by Federal assistance The code or standards shall provide that the Recipient's officers, employees, board members, or agents may neither solicit nor accept gratuities, favors, or anything of monetary value from any present or potential contractor or subrecipient The Recipient 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, the code or standards shall include penalties, sanctions, or other disciplinary actions for violations by the Recipient's officers, employees, board members, or their agents, or by contractors or subrecipients or their agents (1) 'Personal Conflicts of Interest The Recipient's code or standards of conduct shall prohibit the Recipient's employees, officers, board members or agents from participating in the selection, award, or administration of a third party contract or subagreement supported by Federal funds if a real or apparent conflict of interest would be involved Such a conflict would arise when any of the following parties has a financial or other interest in the entity selected for award (a) an employee, officer, board member, or agent, (b) any member of his or her immediate family, (c) his or her partner, or (d) an organization that employs, or intends to employ, any of the above (2) Organizational Conflicts of Interest The Recipient'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 or subagreement may, without some restrictions on future activities, result in an unfair competitive advantage to the third party contractor or subreciptent or impair its objectivity in performing the contract work FTA MA(4) 10-1-97, Page 12 b Debarment and Suspension The Recipient agrees to comply with the requirements of Executive Orders Nos 12549 and 12689, "Debarment and Suspension," 31 U S C § 6101 note, and U S DOT regulations on Debarment and Suspension at 49 C F R Part 29 c Bonus or Commission The Recipient affirms that it has not paid, and agrees not to pay, any bonus or commission to obtain approval of its Federal assistance application for the Project d Lobbying Restrictions The Recipient agrees to (1) Refrain from using Federal assistance funds to support lobbying, and (2) Comply with applicable requirements of 31 U S C § 1352 and U S DOT regulations, "New Restrictions on Lobbying," 49 C F R Part 20, modified as necessary by section I0(b) of the Lobbying Disclosure Act of 1995 (which amends 31 U S C § 1352) e Employee Political Activity_ To the extent applicable, 5 U S C §§ 1501 through 1508 (Hatch Act) and Office of Personnel Management regulations, 'Political Activity of State or Local Officers or Employees," 5 C F R Part 151, apply to state and local agencies and their officers and employees 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 nonsupervisory employee of a transit system (or of any other agency or entity performing related functions) receiving FTA assistance to whom the Hatch Act does not otherwise apply f False or Fraudulent Statements and Claims The Recipient acknowledges and agrees as follows (1) The Recipient acknowledges that the requirements of the Program Fraud Crvd Remedies Act of 1986, as amended, 31 U S C §§ 3801 et sM and U S DOT regulations, 'Program Fraud Civil Remedies," 49 C F R Part 31, apply to its actions pertaining to the Project Accordingly, by signing the Grant Agreement or COODeratrve Agreement, the Recipient certifies or affirms the truthfulness and accuracy of any statement it has made it makes, or it may make pertaining to the Project covered by the Grant Agreement or Cooperative Agreement In addition to other penalties that may be applicable, the Recipient also acknowledges that if it makes a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Crvd Remedies Act of 1986, as amended on the Recipient to the extent the Federal Government deems appropriate (2) The Recipient also acknowledges that if it makes a false fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government in connection with an urbanized area formula project financed with Federal assistance authorized by 49 U S C § 5307, the Government reserves the right to impose on the Recipient the penalties of 18 U S C § 1001 and 49 U S C § 5307(n)(1), to the extent the Federal Government deems appropriate FTA MA(4) 10-1-97, Page 13 Section 4 Federal Financial Assistance The Recipient acknowledges and agrees that FTA will provide Federal financial assistance administered by FTA for the Project equal to the smallest of the following amounts (a) the maximum amount permitted by Federal law and regulations, (b) the amount designated in the Grant Agreement or Cooperative Agreement as "Maximum FTA Amount Approved," or (c) the amount calculated in accordance with the "Maximum Percentage(s) of FTA Participation," shown on the Grant Agreement or Cooperative Agreement FTA's obligation to make Federal assistance payments is limited to the amounts included in the Approved Project Budget The basis upon which FTA determines the "Maximum FTA Amount Approved" is identified as the "Estimated Eligible Project Cost" and is included in the Grant Agreement and the Cooperative Agreement a "Net ;Pro eject Cost" For any Project required by FTA or Federal law to be financed on the basis of its "Net Project Cost" as defined within 49 U S C § 5302, FTA intends to assist the Recipient in financing that portion of the Project that cannot reasonably be financed from the Recipient's revenues, i e , "Net Project Cost" of the Project Accordingly, the amount listed as "Estimated Eligible Project Cost" will be the "Estimated Net Protect Cost" on which FTA will calculate the amount of Federal assistance to award for the Project b Other Basis for FTA Participation For any protect not required by FTA or Federal law to be financed on the basis of its "Net Project Cost" as defined within 49 U S C § 5302, FTA intends to assist the Recipient in financing all or part of the cost of the Project Accordingly, the amount listed as "Estimated Eligible Project Cost" Will be the basis on which FTA will calculate the amount of Federal assistance to award for the Project Section 15 Local Share If FTA 'requires the Recipient to provide a local share for the Project financed under the Grant Agreement or Cooperative Agreement, the Recipient agrees as follows a Restrictions on the Source of Local Share Except as permitted otherwise by Federal law, the Recipient agrees to provide sufficient funds or approved in -kind resources that, together with the Federal financial assistance awarded, will assure payment of the actual cost of each project covered by the Grant Agreement or Cooperative Agreement The Recipient agrees that no funds provided will be derived from receipts from using the Project facilities or equipment, revenues of the transit system in which such facilities or equipment are used or other Federal funds b Duty to Obtain Local Share Except as otherwise approved by FTA, the Recipient 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 c Calculation of Local Share The Recipient agrees that the local share will be calculated on a prcject�by-project basis for each project covered by the Grant Agreement or Cooperative Agreement FCA MA(4) 10-1-97, Page 14 d Reduction of Local Share The Recipient further agrees that a refund or reduction of the local share may be made only if a refund of a proportional amount of the Federal financial assistance is made to the Federal Government at the same time, unless the Federal Government expressly approves otherwise in writing Section 6 Approved Protect Budo The Recipient agrees to prepare project budget which, upon approval by FTA, is referred to as the Approved Project Budget Any amendment awarding additional Federal financial assistance requires a new Approved Project Budget The Approved Project Budget may also be revised as permitted by and in conformance with applicable Federal requirements An amendment to the Approved Project Budget shall require the issuance of a formal amendment to the Grant Agreement or Cooperative Agreement, except that a re -allocation of funds among budget items or fiscal years that does not increase the total amount of the Federal financial assistance awarded may be made in accordance with applicable Federal circulars and regulations The Recipient agrees to incur obligations and make disbursements of Project funds only as authorized in the latest Approved Project Budget The latest Approved Project Budget is incorporated herein by reference and made part the Grant Agreement or Cooperative Agreement for the Project Section 7 Accounting Records a Protect Accounts The Recipient agrees to establish and maintain for the Project either a separate set of accounts, or separate accounts within the framework of an established accounting system that can be identified with the Project in accordance with 49 C F R § 18 20 or 49 C F R § 19 21, whichever is applicable The Recipient agrees that all checks, payrolls, invoices, contracts, vouchers, orders or other accounting documents related in whole or in part to the Project shall be clearly identified, readily accessible and available to FTA upon its request, and, to the extent feasible kept separate from documents not related to the Project b Funds Received or Made Available for the Protect The Recipient agrees to record in the Project Account, and deposit in a financial institution, all Project payments it receives from the Federal Government pursuant to the Grant Agreement or Cooperative Agreement and all other funds provided for, accruing to, or otherwise received on account of the Project (project funds) in accordance with applicable provisions of 49 C F R § 18 21 or 49 C F R § 19 22 The Recipient is encouraged to use financial institutions owned at least 50 percent by minority group members c Documentation of Protect Costs and Program Income All costs charged to the Project, including any approved services contributed by the Recipient or others, shall be supported by properly executed payrolls, time records invoices contracts, or vouchers describing in detail the nature and propriety of the charges The Recipient also agrees to maintain accurate records of all program income derived from implementation of the Project, this requirement, however, does not apply to certain Recipient income determined by FTA to be exempt from the general program income requirements FTA MA(4) 10-1-97, Page 15 d Checks. Orders. and Vouchers The Recipient 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 Section 8 Reporting . Record Retention. and Access a Report The Recipient agrees as follows (1) !.&neral Requirements The Recipient agrees to provide to FTA those reports required by U S DOT's administrative rules for grants and cooperative agreements and any other reports the Federal Government may require (2) Format Requirements All reports and other documents or information intended for public availability developed under the Project and required to be submitted to FTA must be prepared and submitted in both the electronic and paper formats that FTA specifies FTA reserves the right to require records to be submitted in other forms b Record Retention The Recipient agrees that, during the course of the Project and for three years thereafter, it will maintain intact and readily accessible all data, documents, reports, records, contracts, and supporting materials relating to the Protect as the Federal Government may require for the Project c Acce sstto Records Upon request, the Recipient agrees to permit and require its Subrecipjents 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 Recipient and its contractors pertaining to the Project In accordance with 49 U S C � 5325(a), the Recipient agrees to require each third party contractor whose contract award is not based on competitive bidding procedures as defined by the Secretary of Transportation to permit the Secretary of Transportation and the Comptroller General of the United States, or their duly authorized representatives, to inspect all work, materials, payrolls, and other data and records involving that third parry contract and to audit the books, records and accounts involving that third party contract as it affects the Project d Proiect Closeout Project closeout does not alter these reporting and record retention requirements Section 9 Payments The Recipient agrees that it will not seek payment from FTA for Project costs until it has first executed the Grant Agreement or Cooperative Agreement providing Federal assistance for the Project FTA MA(4) 10-1-97, Page 16 a Recipient's Request for Payment FTA will respond to the Recipient's request for the Federal share payment of its allowable costs in accordance with the procedures described in this Section To receive a Federal assistance payment, the Recipient must (1) Have demonstrated or certified that it will provide adequate local funds, when combined with Federal payments, to cover all costs to be incurred for the Project Unless the Federal Government has expressly permitted the Recipient to defer provision of the local share, a Recipient required by Federal statute or the Grant Agreement or Cooperative Agreement to provide a local share agrees to refrain from (a) Requesting or obtaining Federal funds exceeding the amount justified by the local share previously provided, and (b) Taking any action that would cause the proportion of Federal funds made available to the Project at any time to exceed the percentage authorized by the Grant Agreement or Cooperative Agreement, (2) Have submitted to FTA all financial and progress reports required to date by this Master Agreement, and (3) Have identified the source(s) of financial assistance provided for the Project from which the payment is to be derived b Payment by FTA The Recipient understands and agrees that FTA will make all payments by the Automated Clearing House (ACH) method of payment regardless of the amount involved (1) Electronic Clearing House Operation Payments If payment is made through the Electronic Clearinghouse Operation (ECHO) by means of an ECHO Control Number, the Recipient agrees to comply with FTA's ECHO requirements established pursuant to U S Department of the Treasury Circular 1075, Part 205, "Withdrawal of Cash from the Treasury for Advances Under Federal Grants and Other Programs," the "Guidelines for Disbursements" included in the ECHO System Operations Manual used for FTA projects, and the requirements of this Subsection 9 b(1) The Recipient also agrees that if it fads to comply with the following requirements of this Subsection 9 b(1), the Federal Government may revoke the unexpended portion of Federal assistance awarded for the Project (a) The Recipient may draw down cash only when actually needed for immediate disbursement required for Project purposes Unless provided otherwise by Federal law or regulation, the Recipient agrees to evpend all Federal funds obtained under the Project for Project purposes no later than three (3) days after it receives those funds If the Recipient fails to expend those Federal assistance funds within three (3) days of their receipt or return the funds to FTA within a reasonable period, or fails to establish procedures to minimize the time elapsing between cash advances and the disbursement the Federal Government may revoke or temporarily suspend the Recipient's ECHO Control Number and the Recipient's access to the ECHO System In addition to revocation or suspension of the Recipient's ECHO Control Number, a Recipient's FTA MA(4) 10-1-97, Page 17 failure to adhere to these requirements may result in other remedies or penalties authorized by Federal law or regulation (b) The Recipient agrees to report its cash disbursements and balances in a timely manner in compliance with Federal requirements (c) The Recipient agrees to provide for control and accountability for all project funds consistent with Federal requirements and procedures for use of the ECHO system (d) The Recipient may not draw down funds for a project in an amount exceeding the sum obligated by the Federal Government or the current available balance for that Project (e) The Recipient agrees to draw down funds only for eligible Project costs (f) The Recipient agrees to refrain from drawmR down Federal assistance funds before needed for disbursement (g) The Recipient agrees to notify the appropriate Regional or Program Office when a single draw down will exceed $50 million (h) The Recipient agrees to remit interest to the Federal Government on any Federal assistance prematurely drawn down, irrespective of whether that Federal assistance has been deposited in an interest -bearing account The Recipient agrees that a debt for any premature draw down ofFederal assistance funds does not qualify as a "claim" covered by the Debt Collection Act of 1982, as amended, 31 U S C §§ 3701 through 3720, and that the interest provisions of this Subsection 9 b(1)(h) of this Master Agreement, rather than the interest provisions of the Debt Collection Act of 1982, as amended, will determine the amount of interest due on any debt for Federal assistance prematurely drawn down The Recipient agrees that the amount of interest due depends on whether or not the Recipient is a state or state instrumentality I A Recipient that is also a state or state instrumentality agrees io remit interest to the Federal Government calculated as required by U S Department of Treasury regulattors, "Rules and Procedures for Funds Transfers " 31 C F R Part 205, which implements section 5(b) of the Cash Management Improvement Act of 1990, as amended 31 U S C § 6503(b) Thus, a Recipient that also is a state or a state instrumentality agrees that interest on any debt it may incur for Federal assistance prematurely drawn down does not qualify for the interest exemption of the Debt Collection Act of 1982, as amended, 31 U S C §§ 3701 and 3717 2 A Recipient that is not a state or state instrumentality agrees to remit prejudgment interest on the debt for any premature draw down of Federal assistance, to the extent permitted under common law, consistent with U S General Accounting Office (U S GAO)/U S Department of Justice (U S DOJ) regulations permitting interest on debts at 4 C F R Part 102, currently 4 C F R § 102 13(1)(2) Accordingly, a Recipient that also is either a local government or an instrumentality of a local government agrees that interest on any debt it may incur for Federal assistance prematurely drawn down does not qualify for the interest exemption for units FTA MA(4) 10-1-97, Page 18 of general local government in the Debt Collection Act of 1982, as amended, 31 U S C §§ 3701 and 3717 (2) Requisition If the requisition method of payment is used, the Recipient understands and agrees as follows (a) Recipient Responsibilities The Recipient agrees to 1 Complete and submit the "Payment Information Form - ECHO-ACH Payment System," Revised 10/92, to FTA's Accounting Division 2 Complete and submit Standard Form 270, "Request for Advance or Reimbursement," to the designated FTA office (b) F rA Responsibilities Upon receipt of a payment request and adequate accompanying information, FTA will authorize payment by direct deposit, provided the Recipient is in compliance with the obligations of the Grant Agreement or Cooperative Agreement, has satisfied the FTA that it needs the requested Federal funds during the requisition period, and is making adequate and timely progress toward Project completion When all these conditions are met, the Government may reimburse the Recipient's apparent allowable costs incurred (or to be incurred during the requisition period) up to the maximum amount of Federal funds payable through the Federal fiscal year of that requisition as included in the Approved Project Budget c Costs Reimbursed The Recipient understands and agrees that Project costs eligible for Federal participation must comply with all the following requirements (1) Conform with the Project Description, the Approved Project Budget, and all other terms of the Grant Agreement or Cooperative Agreement (2) Are necessary in order to accomplish the Project (3) Are reasonable for the goods or ser\,ices purchased, (4) Are actual net costs to the Recipient (Le , the price paid minus any refunds, rebates, or other items of value received by the Recipient that have the effect of reducing the cost actually incurred, excluding program income), (5) Are incurred for work performed after the date of the Grant Agreement or Cooperative Agreement, unless specific authorization from the Federal Government to the contrary is received, (6) Are satisfactorily documented (7) Are treated consistently in accordance with accounting principles and procedures approved by the Federal Government for the Recipient, and with accounting principles and procedures approved by the Recipient for its contractors FTA MA(4) 10-1-97, Page 19 (8) Are eligible under Federal law, regulation, or guidelines for Federal participation, and (9) Unless permitted otherwise by Federal statute or regulation, conform with provisions of the applicable OMB Circular or Federal regulation listed below (a) For a Recipient that is a state, local, or Indian tribal government, the standards of OMB Circular A-87, Revised, "Cost Principles for State and Local Governments," apply, (b) For a Recipient that is an institution of higher education, the standards of OMB Circular A-21, Revised, "Cost Principles for Educational Institutions," apply, (c) For a Recipient that is a private nonprofit organization, the standards of OMB Circular A-122, Revised, "Cost Principles for Non -Profit Organizations " apply, (d) For a Recipient that is a for -profit organization, the standards of the Federal Acquisition Regulation, 48 C F R Chapter I, Subpart 31 2, "Contracts with Commercial Organizations" apply d Bond Interest and Other Financing Costs To the extent permitted in writing by FTA, bond interest and other financing costs are allowable e Excluded Costs The Recipient understands and agrees as follows (1) In determining the amount of Federal assistance FTA will provide, FTA will exclude (a) Any Project costs incurred by the Recipient before the Obligation Date of the Grant Agreement or Cooperative Agreement or Amendment thereto, unless otherwise permitted by Federal law or regulation, or unless an authorized FTA official states in writing to the contrary, (b) Any costs incurred by the Recipient that are not included in tie latest Approved Project Budget, (c) Any costs for goods or services received under a third party contract or other arrangement required to be, but has not been, concurred in or approved in writing by the Federal Government, and (d) Any costs ineligible for FTA participation as required by Federal law, regulation, or guidelines for Federal participation (2) The Recipient agrees that reimbursement of any cost made by the Government does not constitute a final decision of the Federal Government about the whether that cost is eligible for reimbursement and does not constitute a waiver of any violation by the Recipient of the terms of the Grant Agreement or Cooperative Agreement The Recipient acknowledges that the Federal Government will not make a final determination about the eligibility of any cost until an audit of the Project has been completed If the Federal Government determines that the Recipient is not FTA MA(4) 10-1-97, Page 20 entitled to receive any part of the Federal funds requested, the Federal Government will notify the Recipient stating its reasons Project closeout will not alter the Recipient's obligation to return any funds due to the Federal Government as a result of later refunds, corrections, or other transactions Nor will Project closeout alter the Federal Government's right to disallow costs and recover funds on the basis of a later audit or other review Unless prohibited by law, the Federal Government may recoup any Federal assistance funds to be made available for the Project as needed to satisfy any outstanding monetary claims that the Federal Government may have against the Recipient Exceptions pertaining to disallowed costs are contained in FTA directives or in other written Federal guidance f Federal Claims, Excess Payments, and Disallowed Costs (Including Interest) (1) Recipient's Obligation to Pay Upon notice by the Federal Government to the Recipient of specific amounts due, the Recipient agrees to remit to the Federal Government promptly any amounts due for Federal claims based on funds the Recipient has recovered from third parties or elsewhere, excess payments, or disallowed costs, including any interest due (2) Amount of Interest Due The Recipient agrees that the amount of interest due depends on whether the Federal Government treats the principal portion of the debt as a Federal claim or as a debt owed to the Federal Government Thus, Recipient agrees to pay interest calculated as follows (a) Federal Claims against the Recipient The Debt Collection Act of 1982, as amended, 31 U S C §§ 3701 through 3720 exempts state governments and units of general local government from the obligation to pay interest on claims pursued by the Federal Government under that Act, 31 U S C §§ 3701 and 3717 Interest on claims against other parties will be calculated in accordance with the interest provisions of U S GAO--U S DOJ regulations, "Federal Claims Collection Standards," at 4 C F R Part 102, currently 4 C F R § 102 13 (b) Excess Payments The Recipient agrees that a debt for any excess payment does not qualify as a "claim" covered by the Debt Collection Act of 1982, as amendeL 31 U S C §§ 3701 through 3720, and that the interest exemption for state governments and units of general local government provided by that Act will not apply to interest on the debt for excess payments Accordingly, a Recipient that also is a state government or a unit of general local government agrees that interest on any debt for excess payments does not qualify for the interest exemption provided to state and local governments by 31 U S C §§ 3701 and 3717 Thus, irrespective of whether the Recipient is a state government, a unit of general local government, a nonprofit organization, an institution of higher education, an individual, or any other party, the Recipient agrees to pay prejudgment interest and related charges for excess payments made by the Federal Government, to the extent authorized under common law, consistent with provisions permitting interest on debts at 4 C F R Part 102 currently at 4 C F R § 102 13(1)(2) (c) Disallowed Costs The Recipient agrees that a debt for any disallowed cost does not qualify as a "claim" covered by the Debt Collection Act of 1982, as amended, 31 U S C §§ 3701 through 3720, and that the interest exemption for state governments and units of general local FTA MA(4) 10-1-97, Page 21 government provided by that Act will not apply to interest on the debt for the disallowed cost Accordingly, a Recipient that also is a state government or a unit of general local government agrees that interest on any debt for a disallowed cost does not qualify for the interest exemption provided i to state and local governments by 31 U S C §§ 3701 and 3717 Thus, irrespective of whether the Recipient is a state government, a unit of general local government, a nonprofit organization, an institution of higher education, an individual, or any other party, the Recipient agrees to pay prejudgment interest and related charges for debts for each disallowed cost paid by the Federal Government, to the extent authorized under common law, consistent with provisions permitting interest on debts at 4 C F R Part 102, currently at 4 C F R § 102 13(1)(2) g De-otoliaation of Funds The Federal Government reserves the right to de -obligate unexpended Federal funds before Project closeout Section 10 Protect Completion Audit Settlement, and Closeout a Project Completion Within ninety (90) days of the Project completion date or termination by the Federal Government, the Recipient agrees to submit a final Financial Status Report (Standard Form 269A), a certification or summary of Project expenses, and third party audit reports, as applicable b Audit of Recipients The Recipient acknowledges and agrees as follows (1) Audit Required Each Recipient agrees to undertake the audits required by OMB Circular A-133, "Audits of States, Local Governments, and Non -Profit Organizations," and any further revision or supplement thereto In addition, the Recipient agrees to obtain any other audits required by the Federal Government Project closeout will not alter the Recipient's audit responsibilities (2) 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 c Funds Due the Federal Government The Recipient agrees to remit any amounts due the Federal Government to the Recipient has recovered from third parties, excess payments, or disallowed costs, or from other sources including interest required by Subsection 9 R2)(b) of this Master Agreement d Proiect Closeout Project closeout occurs when the FTA notifies the Recipient the Project is closed out, and either forwards the final Federal assistance payment or acknowledges that the Recipient has remitted the proper refund The Recipient agrees that Project closeout does not invalidate any continuing obligations imposed on the Recipient by the Grant Agreement or Cooperative Agreement or by the Federal Government's final notification or acknowledgment FTA MAM 10 1-97, Page 22 Section 11 Right of the Federal Government to Terminate Upon wntten notice, the Recipient agrees that the Federal Government may suspend or terminate all or part of the Federal financial assistance provided herein if the Recipient has violated the terms of the Grant Agreement or Cooperative Agreement, or if the Federal Government determines that the purposes of the statute under which the Project is authorized would not be adequately served by continuation of Federal financial assistance for the Project Any failure to make reasonable progress on the Project or other violation of the Grant Agreement or Cooperative Agreement that endangers substantial performance of the Project shall provide sufficient grounds for the Federal Government to terminate the Grant Agreement or Cooperative Agreement Termination of any Federal financial assistance for the Project will not invalidate obligations properly incurred by the Recipient before the termination date, to the extent those obligations cannot be canceled However if the Federal Government determines that the Recipient has willfully misused Federal assistance funds by fading to make adequate progress, failing to make reasonable and appropriate use of the Project real property, facilities, or equipment, or fading to adhere to the terms of the Grant Agreement or Cooperative Agreement, the Federal Government reserves the right to require the Recipient to refund the entire amount of Federal funds provided for the Project or any lesser amount as the Federal Government may determine Expiration of any Project Time Period established for the Project does not, by itself, constitute an expiration or termination of the Grant Agreement or Cooperative Agreement Section 12 Preference for United States Products and Services To the extent applicable, the Recipient agrees to comply with the following U S preferences a Buy America The Recipient agrees to comply with 49 U S C § 53230), FTA regulations, "Buy America Requirements " 49 C F R Part 661, and any implementing guidance FTA may issue b Cargo Preference --Use of United States-Flae Vessels The Recipient agrees to comply with U S Maritime Administration regulations, "Cargo Preference--U S -Flag Vessels," 46 C F R Part 381, to the extent those regulations apply to the Project c Fly America The Recipient understands and agrees that the Federal Government will not participate in the costs of international air transportation of any persons involved in or property acquired for the Project unless that air transportation is provided by U S -flag air carriers to the extent service by these carriers is available, as required by the International Air Transportation Fair Competitive Practices Act of 1974, as amended, 49 U S C § 40118 in accordance with U S GAO regulations, "Uniform Standards and Procedures for Transportation Transactions," 4 C F R Part 52, and U S GAO Guidelines for Implementation of the "Fly America Act," B-138942 1981 US Comp Gen LEXIS 2166 March 31, 1981 FTA MA(4) 10-I-97, Page 23 Section 13 Relocation and Land Acquisition The Recipient agrees to comply with the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended, 42 U S C §§ 4601 et M , and U S DOT regulations, "Uniform Relocation and Real Property Acquisition for Federal and Federally Assisted Programs," 49 C F R Part 24 Section 14 Seismic Safety The Recipient agrees to apply the requirements of U S DOT regulations applicable to seismic safety requirements for U S DOT assisted construction projects at 49 C F R Part 41, (specifically, 49 C F R § 41 117), and any implementing guidelines FTA may issue Section 15 Procurement a Federal Standards The Recipient agrees to comply with applicable Procurement Standards of 49 C F R § 18 36 or 49 C F R §§ 19 40 through 19 48 and Appendix A, and with supplementary regulations and directives, particularly FTA Circular 4220 1 D, "Third Party Contracting Requirements " The FTA Best Practices Procurement Manual contains additional guidance b Protect Approval/Third Party Contract Approval Unless stated otherwise in writing, FTA's approval of the Project does not constitute pre -approval of any non-competitive third party contract awards associated therewith c FTA Technical Review If determined necessary for proper Project administration, FTA reserves the right to review the Recipient's technical specifications and requirements d Exclusionary or Discriminatory Specifications Apart from inconsistent requirements imposed by Federal statute or regulations, the Recipient agrees that it will comply with the requirements of 49 U S C § 5323(h)(2.) by refraining from using any Federal assistance awarded by FTA to support procurements using exclusionary or discriminatory specifications e Bus Seat Specifications A State or local government recipient may use specifications conforming with the requirements of 49 U S C § 5323(e) to acquire bus seats f Use ,of Federal Supply Schedules State, local and certain nonprofit Recipients may use a Federal Supply Schedule in making third party acquisitions only to the extent permitted by U S General Services Administration (U S GSA) U S DOT or FTA regulations or guidance g Preflerence for Recycled Recycled Products To the extent practicable and economically feasible, the Recipient agrees to provide a competitive preference for products and services that conserve natural resources and protect the environment and are energy efficient Examples of such products may include, but are not limited to products described in U S Environmental Protection FTA MA(4) 10-1-97, Page 24 Agency (U S EPA) guidelines at 40 C F R Parts 247-253, which implement section 6002 of the Resource Conservation and Recovery Act, as amended, 42 U S C § 6962 h Geographic Restrictions The Recipient agrees to refrain from using state or local geographic preferences, except those expressly mandated or encouraged by Federal statute, and as permitted by FTA, such as stated in Subsection 15 i of this Master Agreement below i Architectural. Engineering. Design, or Related Services In acquiring architectural, engineering, or related services, the Recipient agrees to comply with the requirements of 49 U S C § 5325(d), by contracting for architectural, engineering, design or related services in the same way as a contract for architectural and engineering services is negotiated under title IX of the Federal Property and Administrative Services Act of 1949, as amended, 40 U S C §§ 541 el sq , or an equivalent qualifications -based requirement of the state Provided a sufficient number of qualified firms are eligible to compete for the third party contract, geographic location may be a selection criterion This section does not apply to the extent a state has adopted or adopts by law formal procedures for procuring those services I Force Account The Recipient agrees that FTA may determine the extent to which Federal assistance may be used to participate in force account costs k Award to Other Than the Lowest Bidder In accordance with 49 U S C § 5326(c), a Recipient may award a third party contract to other than the lowest bidder in connection with a 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 I Rollin Stock tock In acquiring rolling stock the Recipient agrees as follows (1) Method of Acquisition The Recipient may acquire rolling stock by awarding the third party contract based on (a) a competitive procurement process, (b) the initial capital cost of the rolling stock, or (c) the performance standardization, life cycle costs, and other factors pertaining to the rolling stock, in accordance with 49 U S C § 5325(b) (2) Pre -Award and Post -Delivery Requirements The Recipient agrees to comply with the requirements of 49 U S C § 5323(I) and FTA regulations, "Pre -Award and Post -Delivery Audits of Rolling Stock Purchases," 49 C F R Part 663 and anv revision thereto (3) Bus Testinu To the extent applicable, the Recipient agrees to comply with the requirements of 49 U S C § 5323(c) and FTA regulations 'Bus Testing, 49 C F R Part 665, and any revision thereto m Bondin The Recipient agrees to comply with the following bonding requirements (1) Construction Activities The Recipient agrees to comply with the bid guarantee, contract performance and payment bonding requirements for construction projects and activities set forth FTA MA(4) 10-1-97, Page 25 in 49 C F R § 18 36(h) or 49 C F R § 19 48(c), as applicable, and with any other bonding requirements FTA may issue (2) Other Activities The Recipient agrees to comply with any other bonding requirements or restrictions FTA may impose n Notification of Federal Participation In the announcement of any third party contract award for goods or services (including construction services) having an aggregate value of $500,000 or more, the Recipient agrees to specify the amount of Federal assistance to be used in financing that acquisition of goods and services and to express the amount of that Federal assistance as a percentage of the total cost of that third party contract Section 16 Leases a Capital Lease To the extent applicable, the Recipient agrees to comply with FTA regulations, "Capital Leases," 49 C F R Part 639, and any revision thereto b Leases Involvinp Certificates of Participation The Recipient agrees to obtain FTA concurrence before entering into a leasing arrangement involving the issuance of certificates of participation in connection with the acquisition of any capital asset c Cross -Border Leases To the extent applicable the Recipient agrees to comply with FTA Circular 7020 1, "Cross -Border Leasing Guidelines," April 26, 1990, in connection with the acquisition of capital assets involving a cross -border lease Section 17 Patent Rights a General If any invention, improvement, or discovery of the Recipient or any of its third party contractors is conceived or first actually reduced to practicL in the course c"ar under the Project and that invention, improvement, or discovery is patentable under the laws of the United States of America or any foreign country, the Recipient agrees to notify FTA immediately and provide a detailed report b Federal Rights Unless the Federal Government later makes a contrary determination in writing,i the rights and responsibilities of the Recipient, third party contractor, subrecipient and the Federal Government pertaining to that invention, improvement, or discovery will be determined in accordance with applicable Federal laws, regulations, including any waiver thereof Unless the FederaliGovernment later makes a contrary determination in writing, the Recipient agrees that, irrespective of its status or the status of any subrecipient or any third party contractor at any tier (i e , a large business, small business, state government or state instrumentality, local government, nonprofit organization, institution of higher education, individual, etc ), the Recipient agrees it will transmit to FTA those rights due the Federal Government in any invention resulting from that third party contract described in U S Department of Commerce regulations, "Rights to Inventions FTA MA(4) 10-1-97, Page 26 Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," 37 C F R Part 401 Section 18 Rights in Data and Copyrights a Definition The term "subject data" used in this section means recorded information, whether or not copyrighted, that is delivered or specified to be delivered under the Grant Agreement or Cooperative Agreement Examples include, but are not limited to computer software, standards, specifications, engineering drawings and associated lists, process sheets, manuals, technical reports, catalog item identifications, and related information The term "subject data" does not include financial reports, cost analyses, and similar information used for Project administration b Federal Restrictions The following restrictions apply to all subject data first produced in the performance of the Grant Agreement or Cooperative Agreement (1) Except for its own internal use, the Recipient may not publish or reproduce subject data in whole or in part, or in any manner or form, nor may the Recipient authorize others to do so without the written consent of the Federal Government, until such time as the Federal Government may have either released or approved the release of such data to the public (2) The restriction on publication of Subsection 18 b(1) of this Master Agreement, however, does not apply to an Agreement with an institution of higher learning c Federal Rights in Data and Copyrights In accordance with 49 C F R 5 18 34 and 49 C F R 4 19 36, the Federal Government reserves a royalty -free, non-exclusive and irrevocable license to reproduce publish, or otherwise use and to authorize others to use, for Federal Government purposes the "subject data" described in the following Subsections 18 c(1) and 18 c(2) of this Master Agreement As used in the previous sentence "tor Federal Government purposes," means use only for the direct purposes of the Federal Government Without the �opyrtght owner's consent, the Federal Government may not extend to other parties its license to (1) Any subject data developed under the Grant Agreement or Cooperative Agreement, or under a third party contract or subagreement financed by the Grant Agreement or Cooperative Agreement, whether or not a copyright has been obtained and (2) Any rights of copyright to which a Recipient subrecipient or a third party contractor purchases ownership with Federal assistance d Special Federal Rights for Planning Research and Development Protects FTA's purpose in providing financial assistance for a planning, research, development, or a demonstration Project, is to increase transportation knowledge, rather than limit the benefits of the Project to participants in the Project Therefore, unless FTA determines otherwise, the Recipient of FTA financial assistance to support a planning, research, development, or a demonstration Project agrees that, In addition to the rights in data and copyrights of Subsection 18 c of this Master Agreement, FTA FTA MA(4) 10-1-97, Page 27 may make available to any FTA recipient, subrecipient, third party contractor, or third party subcontractor, either FTA's license in the copyright to the subject data or a copy of the subject data If the Project, which is the subject of the Grant Agreement or Cooperative Agreement, is not completed for any reason whatsoever, all data developed under that Project shall become subject data as defined in Subsection 18 a of this Master Agreement and shall be delivered as the Federal (",government may direct This Subsection 18 d of this Master Agreement, however, does not apply to adaptations of automatic data processing equipment or programs for the Recipient's use whose costs are financed with Federal transportation funds for capital projects e HoldiHarmless Unless prohibited by state law, upon request by the Federal Government, the Recipient agrees to indemnify, save, and hold harmless the Federal Government and its officers, agents, and employees acting within the scope of their official duties against any liability, including costs and expenses, resulting from any willful or intentional violation by the Recipient of proprietary rights, copyrights, or right of privacy, arising out of the publication, translation, reproduction, delivery, use, or disposition of any data furnished under the Project The Recipient shall not be required to indemnify the Federal Government for any such liability caused by the wrongful acts of employees or agents of the Federal Government f Restrictions on Access to Patent Rights Nothing contained in this section on rights in data shall imply a license to the Federal Government under any patent or be construed as affecting the scope of any license or other right otherwise granted to the Federal Government under any patent g Application to Materials Incorporated into the Protect The requirements of Subsections 18 b 18 c, and 18 d of this Master Agreement do not apply to material furnished by the Recipient and incorporated into the work carried out under the Grant Agreement or Cooperative Agreement, providedi that the Recipient identifies the incorporated material at the time of delivery of the work Section 19 Real Property, Equipment, and Supplies Unless otherwise approved by FTA, the following conditions apply to the treatment of real property, equipment, and supplies financed by the Grant Agreement or Cooperative Agreement a Use of Property The Recipient agrees that Project real property, equipment, and supplies shall be used for appropriate Project purposes ( including joint development purposes that generate program income (both during and after the award period) to support transit activities) for the duration of their useful life, as established by FTA Should the Recipient unreasonably delay or fad to use Project real property, equipment, or supplies during their useful life, the Recipient agrees that FTA may require the Recipient to return the entire amount of the Federal assistance expended on that property The Recipient further agrees to notify FTA immediately when any Project real property or equipment is withdrawn from Project use or when real property or equipment is used in a manner substantially different from the representations made by the Recipient in its Application or the Project Description of the Grant Agreement or Cooperative Agreement for the Project FTA MA(4) 10-1-97, Page 28 b General Federal Requirements A Recipient that is a state, local, or Indian tribal government agrees to comply with the property management standards of 49 C F R §§ 18 31 through 18 34, including any amendments thereto, and other applicable guidelines or regulations the Federal Government may issue A Recipient that is an institution of higher education, a private nonprofit organization, or a for -profit organization agrees to comply with 49 C F R §§ 19 30 through 19 37, including any amendments thereto, and other applicable guidelines or regulations the Federal Government may issue Exceptions to the requirements of 49 C F R §§ 18 31 through 18 34, and to 49 C F R §§ 19 30 through 19 37, must be specifically approved by the Federal Government Nevertheless, FTA has established specific reimbursement requirements for premature dispositions of certain Project equipment (Le , when Project equipment is withdrawn from appropriate use before the expiration of the equipment's useful life established by FTA), as explained further in Subsection 19 g of this Master Agreement c Maintenance The Recipient agrees to maintain Project real property and equipment in good operattug cider, and in compliance with any guidelines, directives, or regulations FTA may issue d Records The Recipient agrees to keep satisfactory records with regard to the use of Project real property, equipment, and supplies and submit to the FTA upon request such information as may be required to assure compliance with Section 19 of this Master Agreement e Encumbrance of Project Property The Recipient agrees to maintain satisfactory continuing control of Project real property or equipment Thus, unless FTA authorizes otherwise in writing (1) Written Transactions The Recipient agrees to refrain from executing any transfer of title, lease, hen, pledge, mortgage, encumbrance third party contract, grant anticipation note, alienation, or other obligation that in any way would affect the Federal interest in any Project real property or equipment (2) Oral Transactions The Recipient agrees to refrain from obligating itself in any manner to any third party with respect to Project real property or equipment (3) Other Actions The Recipient agrees to refrain from taking any action that would either adversely affect the Federal interest or impair the Recipient's continuing control of the use of Project real property or equipment f Transfer of Protect Property The Recipient understands and agrees as follows (1) Recipient Request The Recipient may transfer assets financed under 49 U S C chapter 53 to a public body to be used for any public purpose with no further obligation to the Federal Government provided that transfer is approved by the Federal Transit Administrator and conforms with the requirements of 49 U S C § 5334(g) (2) Federal Government Direction The Recipient agrees that the Federal Government may require the Recipient to transfer title to any real property, equipment, or supplies financed with Federal assistance made avadabie by the Grant Agreement or Cooperative Agreement as FTA MA(4) 10-I-97 Page 29 permitted by either 49 C F R §§ 18 31 through 18 34, or 49 C F R § 19 3, as applicable The Recipient also agrees that the Federal Government may direct the disposition of real property or equipment financed with Federal assistance funds made available for the Grant Agreement or Cooperative Agreement, as permitted by either 49 C F R §§ 18 31 through 18 33, or 49 C F R §§ 19 32 through 19 35, as applicable (3) Leasing Protect Property to Another Party If the Recipient leases any Project asset to another party, the Recipient agrees to retain ownership of the leased asset, and assure that the lessee will use the Project asset appropriately, either through a "Lease and Supervisory Agreement" between the Recipient and lessee, or another similar document Upon request by FTA, the Recipient agrees to provide a copy of any relevant documents g Disposition of Project Property The Recipient agrees that FTA may establish the useful life of Project property, and that the Recipient will use Project property continuously and appropriately t"•oughout the period of time of the property's useful life (1) Proiect Property Whose Useful Life Has Expired For property whose useful life, as determined by FTA has expired, the Recipient agrees to comply with the property disposition requirements of either 49 C F R Part 18 or 49 C F R Part 19 (2) Proiect Property Prematurely Withdrawn from Use For property withdrawn from appropriate use before its useful life has expired, the Recipient agrees to the following provisions (a) Notification Requirement The Recipient agrees to notify FTA immediately when any Project real property, equipment, or supplies are prematurely withdrawn from appropriate use, whether by planned withdrawal, misuse, or casualty loss (b) Federal interest in Prematurely Withdrawn Protect Property Unless otherwise approved by the Federal Government, the Recipient agrees to remit to the Federal Government the Federal interest in the fair market value of Project real property, equipment, or supplies prematurely withdrawn from appropriate use The ar--unt of Federal interest in the property shall be determined on the basis of the ratio of the Federal assistance awarded by the Federal Government for the property to the actual cost of the Property The Recipient agrees to the following methods of calculating the fair market value of property prematurely withdrawn from appropriate use 1 Equipment and Supplies Unless otherwise determined in writing by FTA, fair market value shall be calculated by straight line depreciation of the equipment or supplies, based on the useful life of the equipment or supplies established or approved by FTA The fair market value of equipment and supplies shall be the value immediately before the occurrence prompting the withdrawal of that property from use in the case of equipment or supplies lost or damaged by casualty or fire, the fair market value shall be calculated on the basis of the condition of that property immediately before the casualty or fire, irrespective of the extent of insurance coverage As authorized by 49 C F R § 18 32(b), a state may use its own disposition procedures, provided that the state's procedures comply with the laws governing that state FTA MA(4) 10-1-97, Page 30 2 Real Property The fair market value of real property shall be determined either by competent appraisal based on an appropriate date approved by the Federal Government, in accordance with the standards of 49 C F R Part 24, or by straight line depreciation, whichever is greater 3 Exceptional Circumstances The Federal Government reserves the right to require the use of another method of valuation if determined to be in the best interests of the Federal Government In unusual circumstances, the Recipient may request that another reasonable method of determining fair market value be used including, but not limited to, accelerated depreciation, comparable sales, or established market values In determining whether to approve another method of valuation, the Federal Government may consider any action taken, omission made, or unfortunate occurrence suffered by the Recipient with respect to the preservation or conservation of the value of the real property, equipment, or supplies withdrawn from appropriate use for any reason h Misused or Dama es d Property If any damage to Project real property, equipment, or supplies results from abuse or misuse occurring with the Recipient's knowledge and consent, the Recipient agrees to restore that real property or equipment to its original condition or refund the value of the Federal interest in the damaged property, as the Federal Government may require i Obligations After Project Closeout A Recipient that is a state, local, or Indian tribal government agrees that Project closeout will not alter its property management obligations of Section 19 of this Master Agreement and 49 C F R §§ 18 31 through 18 34 A Recipient that is an institution of higher education a pri,,ate nonprofit organization or a for -profit organization agrees that project closeout will not alter its property management obligations under Section 19 of this Master Agreement and 49 C F R §§ 19 32 through 19 37 Section 20 Insurance Apart from other insurance requirements that maN apply to the Recipient, the Recipient agrees as follows a Insurance During Construction At a minimum the Recipient agrees to comply with the insurance requirements normally imposed by its state and local governments b Flood Hazards The Recipient agrees to comply with the flood insurance purchase provisions of section 102(a) of the Flood Disaster Protection Act of 1973 42 U S C § 4012a(a), with respect to each Project activity involving construction or acquisition Section 21 Project Management for Major Capital Protects The Recipient agrees to comply with FTA regulations "Project Management Oversight " 49 C F R Part 633 and any revision thereto applicable to a Major Capital Project FTA MA(4) 10-1-97, Page 31 Section 22 Civil Rights a Prohibitions Against Discrimination in Federal Programs The Recipient agrees to comply with, and assure compliance by each third party contractor at any tier and each subrecipient at any tier under the Project, with all requirements of Title VI of the Civil Rights Act of 1964, as amended, 42 U S C § 2000d, 49 U S C § 5332, and 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 Recipient agrees to comply with, and assure compliance by each third party contractor at any tier and each subrecipient at any tier under the Project, with all requirements of Title VII of the Civil Rights Act of 1964, as amended, 42 U S C § 2000e, and 49 U S C § 5332 and any implementing requirements FTA may issue Specifically, the Recipient agrees to comply with the following equal employment opportunity (EEO) requirements (1) General Requirements The Recipient agrees as follows (a) The Recipient agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, sex, disability, age, or national origin The Recipient agrees to take affirmative action to ensure that applicants are employed and that employees are treated during employment, without regard to their race, color, creed, sex, disability, age, or national origin Such action shall include, but not be limited to, employment, upgrading, 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 Recipient also agrees to comply with any implementing requirements FTA may issue (b) If the Recipient is required to submit and obtain Federal Government approval of its EEO program, that EEO program approved by the Federal Government is incorporated by reference and made part of the Grant Agreement or Cooperative Agreement Failure by the Recipient to carry out the terms of that EEO program shall be treated as a violation of the Grant Agreement or Cooperative Agreement Upon notification to the Recipient of its failure to carry out the approved EEO program, the Federal Government may impose such remedies as it considers appropriate, including termination of Federal financial assistance in accordance with Section 11 of this Master Agreement, or other measures that may affect the Recipient's eligibility to obtain future Federal financial assistance for transportation projects (2) I Equal Employment Opportunity Requirements for Construction Activities With respect to construction activities, the Recipient agrees to comply with all applicable EEO requirements of U S Department of Labor (U S DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C F R Parts 60 et seMc , (which implement Executive Order No 11246, "Equal Employment Opportunity," as amended by Executive Order No 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," 42 U S C § 2000(e) and any Federal statutes, executive orders, regulations, and Federal ipolicies that may affect construction activities undertaken in the course of the Project FTA MA(4) 10-1-97 Page 32 c Disadvantaged Business Enterprise The Recipient agrees to take the following measures to facilitate participation by disadvantaged business enterprises (DBE) in the Project (1) The Recipient agrees to comply with current U S DOT regulations on DBE participation in U S DOT financial assistance programs, at 49 C F R Part 23 or at another Part if re -issued, and any requirements or guidance FTA may issue (2) The Recipient agrees that it will not discriminate on the basis of race, color, national origin, or sex in the award and performance of any third party contract, or subagreement financed with Federal assistance derived from the U S DOT The Recipient agrees to take all necessary and reasonable steps required by U S DOT regulations to ensure that eligible DBEs have the maximum feasible opportunity to participate in third party contracts financed with Federal assistance awarded by U S DOT If the Recipient is required by U S DOT regulations to have a DBE program, the DBE program approved by U S DOT is incorporated by reference and made part of the Grant Agreement or Cooperative Agreement Implementation of that DBE program is a legal obligation, and failure to carry out its terms shall be treated as a violation of the Grant Agreement or Master Agreement Upon notifying the Recipient of any failure to implement its approved DBE program, U S DOT may impose sanctions as provided for under its regulations and may, in appropriate cases, refer the matter for enforcement under 18 U S C § 1001, and the Program Fraud Civil Remedies Act 31 U S C §§ 3801 et sett d Access Requirements for Persons with Disabilities The Recipient agrees to comply with all requirements applicable to the Project of the Americans with Disabilities Act of 1990 (ADA), as amended 42 U S C §§ 12101 et sec section 504 of the Rehabilitation Act of 1973, as amended, 29 U S C § 794 49 U S C § 5301(d) and the following Federal regulations including any amendments thereto (1) U S DOT regulations "Transportation Services for Individuals with Disabilities (AD A)," 49 C F R Part 37, (2) U S DOT regulations, "Nondiscrimination on the Basis of Handicap in Programs and Activities Receiving or Benefiting from Federal Financial Assistance," 49 C F R Part 27, (3) U S DOT regulations, "Americans With Disabilities (ADA) Accessibility Specifications for Transportation Vehicles " 49 C F R Part 38 (4) U S DOJ regulations "Nondiscrimination on the Basis of Disability in State and Local Government Services " 28 C F R Part 35 (5) U S DOJ regulations, "Nondiscrimination on the Basis of Disability by Public Accommodations and in Commercial Facilities," 28 C F R Part 36, (6) U S GSA regulations "Accommodations for the Physically Handicapped," 41 C F R Subpart 101-19 FTA MA(4) 10-1-97, Page 33 (7) 'U S Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C F R Part 1630, (8) U S Federal Communications Commission regulations, "Telecommunications Relay Services and Related Customer Premises Equipment for the Hearing and Speech Disabled," 47 C F R Part 64, Subpart F, and (9) FTA regulations, "Transportation for Elderly and Handicapped Persons," 49 C F R Part609 (10)' Any implementing requirements FTA may issue Section 23 Employee Protections a Construction Activities The Recipient agrees to comply with the employee protection requirements for construction employees as follows (1) Davis -Bacon Act as amended, 49 U S C § 5333(a), the Davis -Bacon Act, 40 U S C §§ 276a through 276a(7), and implementing U S DOL regulations, "Labor Standards Provisions Applicable to Contracts Governing Federally Financed and Assisted Construction (also Labor Standards Provisions Applicable to Nonconstruction Contracts Subject to the Contract Work Hours and Safety Standards Act) " 29 C F R Part 5 (2) Contract Work Hours and Safety Standards Act as amended, specifically section 102 of that Act, 40 U S C §§ 327 through 332, and implementing U S DOL regulations, "Labor Standards Provisions Applicable to Contracts Governing Federally Financed and Assisted Construction (also Labor Standards Provisions Applicable to Nonconstruction Contracts Subject to the Contract Work Hours and Safety Standards Act)," 29 C F R Part 5 and section 107 of that Act, 40 U S C § 333, and implementing U S DOL regulations, "Safety and Health Regulations for Construction," 29 C F R Part 1926 (3) iCooeland "Anti -Kickback" Act, as amended. 18 U S C § 874 and 40 U S C § 276c, and implementing U S DOL regulations, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in part by Loans or Grants from the United States," 29 C F R Part 3 b Activities Not Involving Construction The Recipient agrees to comply with and assures compliance by other Project participants with applicable employee protection requirements for nonconWuction employees of section 102 of the Contract Work Hours and Safety Standards Act, as amended, 40 U S C §§ 327 through 332, and implementing U S DOL regulations, "Labor Standards Provisions Applicable to Contracts Governing Federally Financed and Assisted Constriction (also Labor Standards Provisions Applicable to Nonconstruction Contracts Subject to the Contract Work Hours and Safety Standards Act)," 29 C F R Part 5 PTA MA(4) 10-1-97, Page 34 c State and Local Government Employees The Recipient agrees that the minimum wage and overtime provisions of the Fair Labor Standards Act, as amended, 29 U S C §§ 206 and 207, apply to employees performing work involving commerce, including such state and local government employees as public transit authority employees, participating in the Project Consequently, each Recipient that is a state or local government agrees to comply with the Fair Labor Standards Act's minimum wage and overtime requirements for employees performing work in connection with the Project d Transit Employee Protective Arrangements If the Grant Agreement or Cooperative Agreement indicates that U S DOL transit employee protective arrangements apply to transit operations performed in connection with the Project, the Recipient agrees to comply with the appropnate requirements below applicable to its Project (1) Standard Transit Employee Protective Arrangements To the extent that transit operations are involved in the Project, the Recipient agrees to carry out the Project in compliance with terms and conditions determined by the Secretary of Labor to be fair and equitable to protect the interests of any employees affected by the Project and to meet the requirements of 49 U S C § 5333(b), and U S DOL guidelines, "Section 5333(b), Federal Transit Law," 29 C F R Part 215 and any amendments thereto These terms and conditions are identified in U S DOL's certification of transit employee protective arrangements to FTA, the date of which is included in the Grant Agreement or Cooperative Agreement The Recipient agrees to carry out the Project in compliance with the conditions stated in that U S DOL certification That U S DOL certification and any documents cited therein are incorporated by reference and made part of the Grant Agreement or Cooperative Agreement The requirements of this Subsection 23 d(l) of this Master Agreement, however, do not apply to formula assistance projects for the elderly and persons with disabilities authorized by 49 U S C § 5310(a)(2) or to formula assistance projects for nonurbamzed areas authorized by 49 U S C § 5311 separate requirements for those projects are contained in Subsections 23 d(2) and 23 d(3) of this Master Agreement (2) Transit Employee Protective Arrangements for Projects for the Elderly and Persons with Disabilities Authorized by 49 U S C § 5310(a)(2) To the , ent that the U S Secretary of Transportation has determined or determines in the future that employee protective arrangements required by 49 U S C § 5333(b) are necessary or appropriate for a public body subrecipient under the Project, the Recipient agrees to carry out the Project in compliance with the terms and conditions determined by the Secretary of Labor necessary to meet the requirements of 49 U S C § 5333(b), and U S DOL guidelines, "Section 5333(b) Federal Transit Law," at 29 C F R Part 215, and any amendments thereto These terms and conditions are identified in U S DOL's certification of transit employee protective arrangements to FTA, the date of which is included in the Grant Agreement or Cooperative Agreement The Recipient agrees to carry out the Project in compliance with the conditions stated in that U S DOL certification That U S DOL certification and any documents cited therein are incorporated by reference and made part of the Grant Agreement or Cooperative Agreement (3) Transit Employee Protective Arrangements for Projects in Nonurbamzed Areas Authorized by 49 U S C § 5311 The Recipient agrees to comply with the terms and conditions Fi'A MA(4) 10-1-97, Page 35 of the Special Warranty for the Nonurbanized Area Program agreed to by the Secretaries of Transportation and Labor, dated May 31, 1979, and the procedures implemented by U S DOL or any revision thereto Sectionl24 Planning and Private Enterprise a FTA Requirements The Recipient agrees that each Project financed under the Grant Agreement or Cooperative Agreement will be implemented consistent with the plans developed in accordance with applicable planning and private enterprise requirements of 49 U S C §§ 5303 through 5306, and joint Federal Highway Administration (FHWA)/FTA regulations, "Planning Assistance and Standards," 23 C F R Part 450 and 49 C F R Part 613 b Infrastructure Investment In implementing the Project, the Recipient agrees to consider the provisions of Executive Order No 12803, "Infrastructure Privatization," 57 Fed Rgg 19063, May 4, 1992, and Executive Order No 12893, "Principles for Federal Infrastructure Investments," 59 Fed Reg 4233, January 26, 1994 Section 25 Environmental Requirements The Recipient recognizes that many Federal and state laws imposing environmental and resource conservation requirements may apply to the Project Some, but not all, of the major Federal laws that may affect the Project include the National Environmental Policy Act of 1969, as amended 42 U S C §§ 4321 et seMc the Clean Air Act, as amended, 42 U S C §§ 7401 et M and scattered sections of 29 U S C , the Clean Water Act, as amended 33 U S C §§ 1251 - 1387 , the Resource Conservation and Recovery Act, as amended 42 U S C §§ 6901 et ; ea , and the Comprehensive Environmental Response, Compensation, and Liability Act, as amended, 42 U SIC §§ 9601 gt jeq The Recipient also recognizes that U S EPA, FHWA and other agencies of the Federal Government have issued and are expected in the future to issue regulations, guidelines, standards, orders, directives, or other requirements that may affect the Project, Thus, the Recipient agrees to adhere to, and impose on each subrecipient and each third party contractor, any such Federal requirements as the Federal Government may now or in the future promulgate Listed below are requirements of particular concern to FTA and the Recipient The Recipient acknowledges that this list does not constitute the Recipient's entire obligation to meet all Federal environmental and resource conservation requirements a Environmental Protection The Recipient agrees to comply with all applicable requirements of the National Environmental Policy Act of 1969, as amended, 42 U S C §§ 4321 et M in accordance with Executive Order No 12898, "Federal Actions to Address Environmental Justice in Minority Populations and Low -Income Populations " 59 Fed Reg 7629 Feb 16, 1994, FTA statutory requirements on environmental matters at 49 U S C § 5324(b), Council on Environmental Quality regulations on compliance with the National Environmental Policy Act of 1969, as amended, 40 C F R Part 1500 et eft , and joint FHWA/FTA regulations, "Environmental Impact and Related Procedures," 23 C F R Part 771 and 49 C F R Part 622 FTA MA(4) 10-I-97, Page 36 b Air Oualit The Recipient agrees to comply with all applicable standards, orders, or regulations issued pursuant to the Clean Air Act, as amended, 42 U S C §§ 7401 et sec Specifically (1) The Recipient agrees to comply with applicable requirements of U S 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 Recipient agrees to implement each air quality mitigation and control measure incorporated in the Project The Recipient agrees that any Project identified in an applicable State Implementation Plan (SIP) as a Transportation Control Measure, will be wholly consistent with the design concept and scope of the Project described in the SIP (2) U S EPA also imposes requirements implementing the Clean Air Act, as amended, that may apply to transit operators, particularly operators of large transit bus fleets Thus, the Recipient should be aware that the following U S EPA regulations, among others, may apply to its Project "Control of Air Pollution from Motor Vehicles and Motor Vehicle Engines," 40 C F R Part 85, "Control of Air Pollution from New and In -Use Motor Vehicles and New and In -Use Motor Vehicle Engines Certification and Test Procedures," 40 C F R Part 86, and "Fuel Economy of Motor Vehicles " 40 C F R Part 600 c Clean Water The Recipient agrees to comply with all applicable standards, orders, or regulations issued pursuant to the Clean Water Act, as amended, 33 U S C §§ 1251 et seMt d Use of Public Lands The Recipient agrees that no publicly owned land from a park, recreation area, or wildlife or waterfowl refuge of national, state, or local significance as determined by the Federal, state, or local officials having jurisdiction thereof, or any land from a historic site of national, state, or local significance may be used for the Project unless the FTA makes the specific findings required by 49 U S C § 303 e Historic Preservation The Recipient agrees to assist the Federal Government in complying with section 106 of the National Historic Preservation Act 16 U S C § 470f involving historic and archaeological preservation as follows (1) The Recipient agrees to consult with the State Historic Preservation Officer concerning investigations to identify properties and resources included in or eligible for inclusion in the National Register of Historic Places that may be affected by the Project, in accordance with Advisory Council on Historic Preservation regulations "Protection of Historic and Cultural Properties," 36 C F R Part 800 and notifying FTA of those properties so affected (2) The Recipient agrees to comply with all Federal requirements to avoid or mitigate adverse effects on those historic properties FTA MA(4) 10-1-97, Page 37 f Mitigation of Adverse Environmental Effects The Recipient agrees that if the Project should cause adverse environmental effects, the Recipient will take all reasonable steps to minimize those effects as required by 49 U S C § 5324(b), and any other applicable Federal laws and regulations, specifically, the procedures of 23 C F R Part 771 and 49 C F R Part 622 The Recipient agrees to undertake all environmental mitigation measures that may be identified as commitments in applicable environmental documents (such as environmental assessments, environmental impact statements, memoranda of agreement, and statements required by 49 U S C § 303) and with any conditions the Federal Government has imposed in its finding of no significant impact or a record of decision Those mitigation measures are incorporated by reference and made part of the Grant Agreement or Cooperative Agreement As soon as the Federal Government and the Recipient reach agreement on any deferred mitigation measures, those measures will then be incorporated by reference and made part of the Grant Agreement or Cooperative Agreement The Recipient agrees that any mitigation measures agreed upon may not be modified or withdrawn without the express written approval of the Federal Government Section 26 Energy Conservation The Recipient agrees to comply with the mandatory energy efficiency standards and policies within the applicable state energy conservation plans issued to compliance with the Energy Policy and Conservation Act 42 U S C §§ 6321 et seMt Sectiom27 State Management and Monitoring Systems To the extent applicable, the Recipient agrees to comply with applicable requirements of joint FHWA/FTA regulations "Management and Monitoring Systems," 23 C F R Parts 500 and 626 and 49CFR Part614 Section 28 Charter Service Operations The Recipient agrees that neither it nor any transit op^-ator performing work in connection with the Project will engage in charter service operations, except as permitted by 49 U S C § 5323(d) and FTA regulations, "Charter Service," 49 C F R Part 604, and any amendments thereto that may be issued Any charter service agreement required by these regulations is incorporated by reference and made part of the Grant Agreement or Cooperative Agreement Section 29 School Transportation Operations The Recipient agrees that neither it nor any transit operator performing work in connection with the Project will engage in school transportation operations for the transportation of students or school personnel exclusively to competition with private school transportation operators, except as permitted by 49 U S C § 5323(f) and FTA regulations, "School Bus Operations," 49 C F R Part 605, and anv amendments thereto that may be issued Any school transportation agreement FTA MAO) 10-1-97, Page 38 required by these regulations is incorporated by reference and made part of the Grant Agreement or Cooperative Agreement Section 30 Metric System To the extent required by U S DOT or FTA, the Recipient agrees to use the metric system of measurement in its Project activities, as may be required by 15 U S C §§ 205a et sec, Executive Order No 12770, "Metric Usage in Federal Government Programs," 15 U S C § 205a note, and other regulations, guidelines, and policies issued by U S DOT or FTA To the extent practicable and feasible, the Recipient agrees to accept products and services with dimensions expressed in the metric system of measurement Section 31 Substance Abuse a Drug Abuse The Recipient agrees (1) The Recipient agrees to comply with U S DOT regulations, "Drug -Free Workplace Requirements (Grants)," 49 C F R Part 29, Subpart F (2) To the extent applicable, the Recipient agrees to comply with FTA regulations, "Prevention of Prohibited Drug Use in Transit Operations " 49 C F R Part 653, and any guidance pertaining to the drug abuse provisions of 49 U S C § 5331 that FTA or U S DOT may issue b Alcohol Abuse To the extent applicable the Recipient agrees to comply with FTA regulations, "Prevention of Alcohol Misuse in Transit Operations," 49 C F R Part 654, and any guidance pertaining to the alcohol abuse provisions of 49 U S C § 5331 that FTA or U S DOT may issue Section 32 State Safety Oversight of Rail Fixed Guideway Public Systems To the extent applicable, the Recipient agrees to comply with 49 U S C § 5330, and FTA regulations, "Rail Fixed Guideway Systems State Safety Oversight," 49 C F R Part 659 and any guidance pertaining to state safety oversight of rail fixed guideway systems that FTA or U S DOT may issue to implement 49 U S C § 5i30 Section 33 Special Requirements for Urbanized Area Formula Protects The following requirements apply to projects financed with Federal assistance authorized for 49 U S C § 5307 a Fares and Services The Recipient agrees to use its established administrative process to solicit and consider public comment before raising fares or implementing a major reduction of service FTA MA(4) 10-1-97, Page 39 b Au rt Requirements The Recipient agrees that the Federal Government may conduct or require the Recipient to engage an independent entity to conduct annual or more frequent reviews and audits required by 49 U S C § 5307(1) and applicable regulations or guidelines that the Federal Government may issue c Half Fare Requirements The Recipient agrees that the rates charged the elderly and persons with disabilities during nonpeak hours for transportation using or involving Project facilities and equipment will not exceed one-half of the rates generally applicable to other persons at peak hours, whether the operation of such facilities and equipment is by the Recipient or is by another entity under lease or otherwise The Recipient agrees to give the rate required herein to any person presenting a Medicare card duly issued to that individual pursuant to title II or title XVIII of the Social Secunty Act, 42 U S C §§ 4019 seq , and §§ 1395 et seq respectively d Procurement of an Associated Capital Maintenance Product In accordance with the provisions of 49 U S C § 5325(c), the Recipient may, without pnor Federal approval, procure an eligible associated capital maintenance product by contract directly with the original manufacturer or supplier of the item to be replaced, provided that the Recipient (1) first certifies in writing that such manufacturer or supplier is the only source of that item and the price of that item is no higher than the price paid for that item by like customers, and (2) complies with applicable Buy America statutory and regulatory requirements e Transit Security Each fiscal year, the Recipient agrees to spend at least one (1) percent of its funds authorized by 49 U S C § 5307 for transit security projects, unless the Recipient has certified to FTA that such expenditures are not necessary f Restrictions on Use of Formula Assistance for Operations Financial assistance for operations authorized by 49 U S C § 5307 may be applied to the Net Project Cost of the Recipient's operating expenses incurred during the Project time period specified in the Approved Project Budget, provided that the applicable operating assistance limitation is not exceeded g Reporting Requirements For each fiscal year the Recipient agrees to conform, and assures that any transit operator to which the Recipient provides funds authorized by 49 U S C § 5307 will conform, to the reporting system and the uniform system of accounts and records required by 49 U S C § 5335(a) for FTA's national transit database and FTA regulations, "Uniform System of Accounts and Records and Reporting System," 49 C F R Part 630, which includes various reports required for FTA's national transit database h Crirrtmal Sanctions Any certificate or submission in connection with an Urbanized Area Formula Program authorized by 49 U S C § 5307 is subject to 49 U S C § 1001 Section 34 Special Requirements for Formula Projects for the Elderly and Persons With Disabilities The following requirements apply to projects financed with Federal assistance authorized for 49 U S C § 5310 FTA MA(4) 10-1-97, Page 40 a Eligible Subrecipients If the Federal financial assistance awarded for the Grant Agreement or Cooperative Agreement has been authorized for projects under 49 U S C § 5310(a)(2), the Recipient will provide assistance only to subrecipients that qualify as one of the following types of entities (1) a private nonprofit corporation or association meeting the special needs of the elderly and persons with disabilities for whom transit services are unavailable, insufficient, or inappropriate, (2) a public body approved by the state to coordinate services for the elderly and persons with disabilities, or (3) a public body that certifies to the Governor that no nonprofit corporations or associations are readily available in its area to provide service to meet the special needs of the elderly and persons with disabilities b State Procedures In general, the Recipient agrees to administer each Project financed under 49 U S C § 5310 in accordance with FTA Circular 9070 ID, any revision thereto, and other FTA implementing guidance, and applicable Federal statutes and regulations However, to the extent that existing or subsequent Federal statutes or regulations conflict with the provisions of FTA Circular 9070 1 D or any revision thereto, the Federal statutes or regulations will apply c Eh ibl� a Project Activities Federal financial assistance awarded for the Protect may be used for eligible capital projects specified under 49 U S C § 5310 and may include meal delivery service to the extent permitted by 49 U S C § 53 10(h) d Transfer of Assets In addition to the statutory authority to transfer Project assets provided by 49 U S C § 5334(g), the Recipient may transfer facilities and equipment acquired with financial assistance authorized for 49 U S C § 5311 to any recipient eligible to receive assistance authorized by 49 U S C chapter 53 prodded that the subrecipient currently in possession of such facilities or equipment consents to the transfer and the facilities or equipment will continue to be used in accordance with the requirements of 49 U S C § 5311 Section 35 Special Requirements for Nonurbanized Area Formula Projects The following requirements apply to projects financed with Federal assistance authorized for 49 U S C § 5311 a State Procedures In general the Recipient agrees to administer each Project financed under 49 U S C § 5311 in accordance with FTA Circular 9040 1 D, any revision thereto, and other FTA implementing guidance and applicable Federal statutes and regulations However, to the extent that existing or subsequent Federal statutes or regulations conflict with the provisions of FTA Circular 9040 ID or any revision thereto the Federal statutes or regulations will apply b Ehgible Project Activities Federal financial assistance provided under the Grant Agreement or Cooperative Agreement may be used for transit projects in areas other than urbanized areas These projects must be eligible for Federal financial assistance authorized for 49 U S C § 5311, and may include purchase of service agreements with private providers of transit service and meal delivery service, to the extent permitted by 49 U S C § 5311 c Transfer of Assets In addition to the statutory authority to transfer Project assets provided by 49 U S C § 5334(g) the Recipient may also transfer facilities and equipment acquired with FTA MA(4) 10-1-97, Page 41 financial assistance authorized for 49 U S C § 5311 to any recipient eligible to receive assistance under 49 U S C chapter 53, provided that the subrecipient currently in possession of those facilities or equipment consents to the transfer and the facilities or equipment will continue to be used in accordance with the requirements of 49 U S C § 5311 d R s n tions on Use of Formula Assistance for Operations Formula assistance authorized for 49 U S t § 5311 provided under the Grant Agreement or Cooperative Agreement for operating assistance may be applied to the Net Project Cost of the subrecipient's operating expenses incurred during the Project time period specified for the Project e Intercity Transportation Each fiscal year, the Recipient agrees to spend for intercity transportation projects at least fifteen (15) percent of its funds authorized for 49 U S C § 5311, unless the state's chief executive officer has certified to FTA that the state's intercity bus service needs are being adequately met Section 36 Special Requirements for Research, Development, Demonstration, and Special Studies Proiects a Project Report The Recipient agrees to prepare and make available a comprehensive report on the results of the Project, the conclusions reached and the methods used b Project Identification The Recipient agrees that each tangible product resulting from the Grant Agreement or Cooperative Agreement shall be labeled with an appropriate sign or designation stating that the Project has been financed with Federal assistance provided by the U S Department of Transportation, Federal Transit Administration Unless waived by FTA, this requirement applies to all equipment, hardware, construction, reports data, or any similar items produced under the Grant Agreement or Cooperative Agreement Section 37 Special Requirements for a State Infrastructure Bank Proiect a General Requirements The Recipient agrees to administer the Project in accordance with (1) the requirements of section 350 of the National Highway System Designation Act of 1995, as amended, (NHS Act), 23 U S C § 101 note, (2) the provisions of FTA's NHS Guidelines, as may be amended and any preliminary FTA guidance, (3) the provisions of the Cooperative Agreement establishing the State Infrastructure (SIB) program within the state (entered into by the Federal Highway Administrator, the Federal Transit Administrator and the authorized state official), and (4) the provisions of the FTA Grant Agreement for the Project, except that any provision of this Master Agreement that conflicts with any provision of FTA's NHS Guidelines, the provisions of the Cooperative Agreement establishing the SIB program within the state or this Grant Agreement will not apply to the Grant Agreement or the project thereunder FTA MA(4) 10-1-97, Page 42 b Latest Requirements Apply The Recipient agrees to comply with and assures the compliance of the SIB and each subrecipient of all applicable requirements for the SIB program, as those requirements may be amended from time to time, except as FTA determines otherwise c Transit Account Limitations The Recipient agrees that the SIB will provide Federal assistance from its Transit Account only for transit capital projects eligible under section 350 of the NHS Act, as amended, and that those projects will fulfill all requirements imposed on comparable capital transit projects financed by FTA d Limitations on Accessing Federal Assistance in Transit Account The Recipient understands that the total amount of funds to be awarded for a Grant Agreement may not be immediately available for draw down Consequently, the state agrees to limit the amount of Federal assistance it draws down for deposit in the Transit Account of its SIB to amounts that do not exceed the limitations specified in its Grant Agreement or the Approved Project Budget for that Grant Agreement Section 38 Disputes, Breaches, Defaults, or Other Litigation The Recipient agrees that FTA has a vested interest in the settlement of any dispute, breach, default, or litigation involving the Project Accordingly a Notification to FTA The Recipient agrees to notify FTA of any current or prospective major dispute, breach, default, or litigation pertaining to the Project If the Recipient seeks to name the Federal Government as a party to litigation for any reason, in any forum, the Recipient agrees to inform the FTA before doing so b Federal Interest in Recovery The Federal Government 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, except that liquidated damages recovered may be returned to the Project Account in lieu of returning the Federal share to the Federal Government c Enforcement The Recipient agrees to pursue all legal rights available under any third party contract d FTA Concurrence FTA reserves the right to concur in any compromise or settlement of any claim involving Project and the Recipient e Alternative Dispute Resolution FTA encourages the Recipient to use alternative dispute resolution procedures as may be appropriate Section 39 Amendments to the Project The Recipient agrees that a change in circumstances affecting the Project causing an inconsistency with the terms of the Grant Agreement or Cooperative Agreement will require an amendment to FTA MA(4) 10-1-97, Page 43 the Grant Agreement or Cooperative Agreement signed by the original signatories The Recipient agrees that a change in the fundamental information submitted in its Application will also require an Amendment to its Application or the Grant Agreement or Cooperative Agreement Section 40 Electronic Data Interchange Technology To the extent approved by FTA, the Recipient may use electronic data interchange technology to exchange information with FTA FTA reserves the right to determine whether the Recipient may use electronic data interchange technology to execute legal documents pertaining to FTA projects Section 41 Severabihty If any provision of the Grant Agreement or Cooperative Agreement is held invalid, the remainder of the Agreement shall not be affected thereby if such remainder would then continue to conform to the requirements of applicable law FTA MA(4) 10-1-97, Page 44