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2001-283S \Our Documents\Ordinances\0 l~Pubh¢ Transit Grant Ordinance2 doc O INANCENO OtTI-d ¢.9 AN ORDINANCE AUTHORIZING THE CITY MANAGER TO FILE APPLICATIONS AND EXECUTE GRANTS AND SUBSEQUENT AMENDMENTS WITH THE U S DEPARTMENT OF TRANSPORTATION FEDERAL TRANSIT ADMINISTRATION AND THE TEXAS DEPARTMENT OF TRANSPORTATION FOR GRANTS FOR FUNDING PUBLIC TRANSPORTATION AS AUTHORIZED BY 49 U S C §5307 AND OTHER APPLICABLE LAWS, AND PROVIDING AN EFFECTIVE DATE WHEREAS, the Secretary of Transportation is authorized to award grants for mass transportatton programs, and WHEREAS, the City is a recipient of US Department of Transportation Federal Transit Adrmmstmtlon funds anthonzed by Congress under 49 USC §5307 and the City is authorized to make application for such funds m accordance with 49 USC §5301, et seq, the National Cap,tal Transportation Act of 1969, as amended, the Transportation Efficiency Act for the 2 l~l century of 1998, as amended, and other applicable laws, and WHEREAS, the Grant Agreement, which incorporates the Federal Transit Admlmstrat~on's Master Agreement, if approved, w~ll impose certmn obl,gat~ons upon the City of Denton, including providing local share project costs, and WHEREAS, the estimated total amount of the eligible project cost is approximately $1,000,000 00, and WHEREAS, the U S Department of Transportation requires, in accordance with the provisions of Titles VI and VII of the Clwl Pdghts Act of 1964, as amended, that the apphcant give an assurance that it will comply with Tffie VI of the Civil Rtghts Act of 1964 and the Department of Transportation reqmrements thereunder and other applicable federal laws and regulations, 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 defimte procedures shall be established and adrmmstered to ensure that disadvantaged businesses shall have maximum construction contracts, supplies, equipment, contracts, or consultant and other services to the extent allowed by law, and WHEREAS, The State of Texas is authorized under Tex Trans Code Ch 455, to assist the City m procuring federal md for establishing and mmntmumg public and mass transportation projects, NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SI~.(2TIIDNI 1. The City Manager, or his designee, is authorized to file apphcat~ons and execute grants and subsequent amendments on behalf of the City of Denton, Texas, with the U S Departm~mt of Transportataon and the Texas Department of Transportataon to md in the financing of public transportat, on pursuant to 49 U S C §5307 ~ The C~ty Manager, or bas designee, ~s authorized to execute and file an assurance or any other document reqmred by the U S Department of Transportation effectuating the purpose of T~tles VI and VII of the C~wl Pdghts Act of 1964 ,qRf2TION '~. The City Manager, or his designee ~s authorized to furnish such adthtlonal lnformatmn, assurances, or cert~ficauons as the U S Department of Transportation may reqmre m connect~oa w~th the program of projects SRf2TION 4. The City Manager, or bas designee, ~s authorized to set forth and execute dmdvantaged business enterprise pohcles ~qRCTIONI 5. The C~ty Manager, or bas designee, ~s anthonzed to execute a grant agreement, in substantmlly the form of the attached Grant Agreement, wbach ~s incorporated as a part of tbas ordinance, along w~th any other agreement documents necessary to secure the grant on behalf of the C~ty of Denton, Texas w~th the U S Department of Transportation for aid ~n the finanmng of the capttal, 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 fi The City Manager, or bas designee ~s authorized to make an apphcat~on w~th and then execute a Pubhe Transportatton Contract, and subsequent amendments, on behalf of the C~ty of Denton, Texas, w~th the Texas Department of Transportation to md an the financing of pubhc transportation, and to execute any other cert~ficatlons or documents necessary to implement the Contract, and to expend the necessary funds as may be reqmred by the cond~taon of the grant .qR, CTI('}N 7 Thts orchnance shall become effective ~mmechately upon ~ts passage and approval PASSED AND APPROVED this the 6~/~--b~day of &~'- ,2001 EULINE BROCK, MAYOR ATTEST JENNIFER WALTERS, CITY SECRETARY :EyRB~TTORNEY PAGE 2 SUBRECIPIENT City of Denton STATE/LOCAL PUBLIC TRANSPORTATION (SECTION 5307 Subprovlder) GRANT AGREEMENT GRANT AGREEMENT, NO URB 020t (t8) STATE PROJECT NO 51218F1007 Service Area City of Denton STATE/LOCAL URBAN PUBLIC TRANSPORTATION GRANT AGREEMENT THE STATE OF TEXAS § THE COUNTY OF TRAVIS § THIS GRANT AGREEMENT Is made by and between the State of Texas, acting through the Texas Department of Transportation, hereinafter called the "State," and the C~ty of Denton, hereinafter called the "Subreclp~ent" WITNESSETH WHEREAS, Transportabon Code, Chapter 455, authonzes the State to assist the Subrec~p~ent In procunng a~d for the purpose of establishing and maintaining pubhc and mass transportabon projects and to adm~mster funds appropriated for pubhc transportation under Transportation Code, Chapter 456, and, WHEREAS, the Subrec~plent, as a 49 U S C Section 5307 urban pmwder, submitted an application for state financial assistance to be used to prowde transportabon serwces as described ~n Attachment A, and, WHEREAS, the Texas Transportation Commission has approved the request Minute Order Number 108566, NOW, THEREFORE, ~n cons~derabon of the premises and of the mutual covenants hereinafter set forth, the State and the Subrec~p~ent hereto agree as follows AGREEMENT ARTICLE 1 GRANT PERIOD This grant agreement becomes effective when fully executed by both parties, or on September 1, 2001, whichever ~s later This grant agreement shall terminate on August 31, 2002, unless terminated or otherwise modified as hereinafter prowded ARTICLE 2 PROJECT DESCRIPTION The Subreclp~ent shall commence, carry out and complete the public transportabon project described m Attachment A, Approved ProJect Description, w~th all practicable dispatch, ~n a sound, economical and efficient manner The Subrec~plent shall carryout the public transportation project described ~n Attachment A, Approved Project Descnptlon in accordance with the provisions of the Project Descr~pbon, th~s grant agreement, federal and state law, and federal and state regulations If applicable, the Subrac~p~ent shall beg~n competitive procurement procedures no later than thirty (30) days after the effecbve date of this grant agreement for the purchase of the approved line ~tem(s) referenced ~n Attachment B, Approved ProJect Budget No later than s~xty (60) days after the ~ssuance of pubhc notification, the Subrec~plent shall pubhcly open all bids The Subrec~p~ent shall ~ssue a purchase order,no later than thirty (30) days after the open~ng of an acceptable bid The Subreclp~ent shall notify the department ~n wnt~ng when it ~s necessary to exceed these deadhnes ARTICLE 3 COMPENSATION A. The maximum amount payable under th~s grant agreement w~thout mod~flcabon ~s $310,085 00 provided that expendlturas are made in accordance w~th the amounts and for the purposes authorized in Attachment A, Approved ProJect Descnpt~on and Attachment B, Approved Project Budget The State's reimbursement to the Subraclp~ent ~s contingent upon the ava~lab~hty of appropriated funds The State shall have no hab~hty for any claims submitted by the Subrec~p~ent or its subcontractors, vendors, manufacturers or supphers ~f sufficient federal or state funds are not available to pay the Subrec~p~ent's claims C. To be ehglble for reimbursement under th~s grant agreement, a cost must be ~ncurred w~thm the grant agreement period specified ~n Article 1, Grant Period, and be authorized ~n Attachment A, Approved ~Project Descripbon and Attachment B, Approved Project Budget ]). The Subreclplent must submit requests for reimbursement to the State no more frequently than monthly and no later than forty-five (45) days after the date of the invoices submitted for reimburse~ment The Subraciplent will use ~nvoice statements acceptable to the State Add~bonal documentation to support any cost Incurred during the b~lhng penod may be required at the d~screbon of the State As a m~nimum, each b~lhng must be accompamed by a summary by budget line item which ~nd~cates the total amount authonzed for each hne ~tem, previous expenditures, current period expend~turas and the balance rema~mng ~n the line ~tem F.. The onglnal and one copy of the ~nvolce is to be submitted to the following address Jay R Nelson, P E District Engineer Texas Department of Transportation P.O. Box 133067 Dallas, Texas 75313-3067 F. The State will make payment w~thin thirty (30) days of the receipt of properly prepared requests for re~mburaement C.. The Subfeciplent will submit a final bllhng w~th~n forty-five (45) days of the completion or terminat~0n of the grant agreement In accordance w~th Article 1, Grant Penod H. The Subreciplent shall pay all subcontractors for work performed w~th~n ten (10) days after the Subrec,pl~nt receives payment for the work performed by the subcontractor Also, any retained momes on a subcontractor's work shall be pa~d to the subcontractor w~th~n ten (10) days after the Subreclplent receives any reta~nage payment The State shall not be responsible for the debts of the Subrec~pient The above requirements are also apphcable to all sub-t~er subcontractors and the above provisions shall be made a part of all subcontracts Failure to comply w~th any of the above raqu~raments may cause w~thhold~ng of payments to the Subrec~plent and will be grounds for termmabon of th~s grant agreement by the State ARTICLE 4 AMENDMENTS .~ Except as noted below, changes ~n the scope, objecbves, cost or durabon of the project authorized here~n shall be enacted by wntten amendment approved by the part~es hereto before additional work may be performed or additional costs recurred Any amendment so approved must be executed by both parbes w~th~n the grant period specified In Arbcle 1, Grant Penod The Subrec~p~ent ~s authorized to re-budget w~thout a formal amendment when the proposed rews~on involves an increase in one category and a corresponding decrease in another, provided however, that any such rews~on meets all of the following cntena -_ 1 Does not result in the need for add~bonal funds, and, 2 Does not exceed ten percent of the current total approved budget and the federal or state funding exceeds $100,000, and, 3 Does not involve a transfer of funds from an authorized capital equipment purchase to another category, and, 4 Does not ~nvolve a transfer of funds from training to another expense category, and, 5 Does not ~nvolve a transfer of funds from construcbon to a non-construcbon category, and, 6 Does not ~nvolve a transfer of funds from a d~rect to ~nd~rect cost category ]~ If a proposed revision meets all of the criteria hsted above, the Subrec~p~ent must not~fy the State ~n wnt~ng before the rews~on ~s made, describing the rews~on, explaining the need, and certifying that ~t comphes w~th the above criteria ARTICLE 5 SUBCONTRACTS The Subrec~p~ent shall not enter ~nto any subcontract w~th individuals or orgamzabons for the purchase of equipment and/or to prowde professional services w~thout prior authorization and consent to the subcontract by the State Subcontracts ~n excess of $25,000 shall contain all reequ~red prows~ons required by state or federal law Subrec~p~ents shall furmsh the department nobce of the intent to award a purchase order or contract to any ~nd~wduals or orgamzat~ons not a part of the Subrec~plent's orgamzatlon when the amount of the purchase meets or exceeds the threshold level ~n the Government Code or Local Government Code (or $15,000 for those ent~t~es not covered by the Government Code or Local Government Code) requ~nng formal compebbve procurement Purchases shall not be split out to stay below the threshold amount No subcontract w~ll reheve the Subrec~p~ent of its respons~b~hty under th~s grant agreement ARTICLE 6 AUDIT REQUIREMENTS Subrec~p~ent audit procedures shall meet or exceed the audit reequ~rements outhned ~n apphcable Federal Office of Management and Budget (OMB) pubhcabons as follows OMB Circular A-21, Cost Principles for Educational Insbtut~ons OMB Circular A-87, Cost Pnnc~ples for State and Local Governments OMB Circular A-122, Cost Pnnclples for Nonprofit Organ~zabons OMB Circular A-133, Audits of States, Local Governments and Non-Profit Orgamzat~ons ARTICLE 7 PROCUREMENT STANDARDS Subrec~p~ent procurement standards shall meet or exceed the requirements of 49 C F R §18 36 ~nclud~ng standards for compet~tive procurements, methods of procurement, contracting w~th small and m~nonty firms, women's business enterprise and labor surplus area firms, contract cost and price, awarding agency rewew, ~nsurance and bonding 3 The Subrec~p~ent's procurement system must include but not be I~m~ted to the following procurement standards Procurement procedures which reflect apphcable state and local laws and regulations , prowded that the procurements conform to apphcable federal law and the standards ~dent~fled in this section A A contract adm~n~strabon system which ensures that contractors perform ~n accordance w~th the terms, conditions, and specifications of their contracts or purchase orders B. A wntten code of standards of conduct governing the performance of employees engaged ~n the award and admln~strebon of contracts No employee, officer, or agency of the Subrec~p~ent shall parbcipate,ln selection or ~n the award or administration of a contract supported by state or federal funds if a conflict of ~nterest, real or apparent, would be ~nvolved A process for rewew of proposed @rocurements to avoid purchase of unnecessary or duplicative ~tems C Use of state and local ~ntergovernmental agreements for procurement or use of common goods and services to foster greater economy and efficiency D. Use of value engineering clauses in contracts for construcbon projects E. Awards made only to responsible contractors possessing the ab~hty to perform successfully under the terms and conditions of a proposed procurement, g~vmg consideration to such matters as contractor Integrity, compliance with public pohcy, record of past performance, and financial and technical resources F Records sufficient to detail the s~gnlficant history of procurement, including rationale for the method of,procurement, select,on of contract type, contractor select~on or rejection, and the basis for the contract pnce G Limited use of t~me-and-materials contracts H Use of good administrative prect~ces and sound bus~ness judgment to settle contractual and adm~mstrat~ve issues arising out of procurements Protest procedures to handle and resolve disputes relating to procurements and prompt d~sclosure to the State of ~nformat~on regarding the protest J. Procurement trensact~ons conducted in a manner that provides full and open competition K These standards w~ll only apply to the project descnbed ~n Attachment A, Approved Project Description Upon procurement of items under th~s grant agreement, the Subreclp~ent shall submit to the State a I~st of all bidders and subcontractors that quoted on the procured ~tems The Subrec~p~ent shall submit the list with their requests for reimbursements and must ~nclude names, addresses, telephone numbers, and type(s) of work quoted, ARTICLE 8. ~ROPERTY MANAGEMENT The State must concur ~n the award of all purchase orders for non-expendable personal property as defined ~n 49 C F R Section 18 31 ARTICLE 9. EQUIPMENT MANAGEMENT A. Management standards include, but are not I~m~ted to 1 Malr~taln equipment records that include a description of the equipment, a serial number or other Identification number, the source of equipment, who holds t~tle, the acquisition date and cost of the equipment, percentage of federal and state part~c~pabon in the cost of the equipment, the location, use and condition of the equipment, maintenance h~story for each vehicle, and ultimate d~spos~t~on data ~nclud~ng the date of d~sposal and sale price 2 Con~:luct a physical ~nventory of the equipment at least once every two (2) years and reconcile the inventory w~th equipment records described ~n the preceding paragraph 4 3 Develop a control system to ensure adequate safeguards to prevent loss, damage, or theft of the equipment Any loss, damage, or theft shall be investigated 4 Develop and follow procedures to keep the equipment maintained and ~n good condition At a minimum, the Subrec~p~ent shall follow the vehicle maintenance schedule recommended by the manufacturer, showing the date the maintenance was performed Maintenance records shall be provided to the State upon request 5 Request d~spos~t~on ~nstruct~ons from the State, and ~f authorized to sell the equipment, use proper sales procedures to insure the h~ghest possible return 6 The Subrec~plent wdl comply w~th Title 43, Texas Adm~n~strat~v..~...Code §31 53, to protect the public investment in real property and equipment purchased in whole or m part w~th state or federal funds In the event that project equipment ~s not used m the proper manner or ~s w~thdrawn from pubhc transportation services, the Subrec~p~ent shall immed~ately notify the State The State reserves the right to direct the sale or transfer of property acquired under th~s grant agreement upon determination by the State that said property has not been fully or properly used All vehicles purchased under this grant agreement shall comply with the Motor Vehicle Safety Standards established by the US Department of Transportation C, Irrespective of coverage by insurance, unless otherwise approved in writing by the State, in the event of less or damage to proJect property, whether by casualty or fire, the fair market value will be the value of the property immediately before the casualty or fire 1), The Subreciplent shall not~fy the State immediately of theft, wreck, vandahsm or other destruction of proJect-related facihtles or equipment ARTICLE 10 COORDINATION According to Title 43 of the Texas Admlnistrabve Code §31 49, the Subrec~p~ent will at all times coordinate the prowslon of public transportation servmes with other transportation operators, both pubhc and private, ~n the area The Subreclp~ent will furnish the State cop~es of any agreement resulting from such coordination Agreements that authorize the payment of project funds to another entity are subject to the approval requirements descnbed ~n Article 5, Subcontracts ARTICLE 11 LABOR PROTECTION PROVISIONS If applicable, the Subrec~plent shall comply w~th the labor protection provisions as listed below The Subreclplent agrees that the following terms and conditions shall apply for the protection of employees In the mass passenger transportabon industry ~n the area of the project A, The project shall be carried out in such a manner and upon such terms and conditions as w~ll not advemely affect employees ~n the mass passenger transporfat~on ~ndustry within the servme area of the proJect All rights, privileges, and benefits 0ncludlng pension rights and benefits) of employees (including employees already retired) shall be preserved and continued ¢, The Subrecip~ent shall be financially responsible for any deprivation of employment or other worsemng of employment position as a result of the project ]) In the event an employee ~s terminated or la~d off as a result of the project, he or she shall be granted pnonty of employment or reemployment to fdl any vacant pos~t~on for which he or she ~s, or by tra~ning or retraining can become, quahfled In the event training ~s required by such 5 employment or reemployment, the Subrec~p~ent shall prowde or provide for such training or retraining at no cost to the employee Any employee who is la~d off or otherwise deprived of employment or placed in a worse poslt~on with respect to compensation, hours, working conditions, fnnge benefits, or nghts and privileges pertaining thereto at any t~me dunng his or her employment as a result of the project, including any program of efficiencies or economies directly or ~nd~rectly related thereto, shall be entitled to receive any applicable rights, pnwleges and benefits as specified m the employee protecbve arrangement certified by the Secretary of Labor under Section 405(b) of the Ra~l Passenger Service Act of 1970 on April 16, 1971 An employee shall not be regarded as depnved of employment or placed m a worse position with respect to compensabon, etc, in case of his or her resignat~on, death, retirement, d~sm~ssal for cause, or failure to work due to disability or dlsc~phne The phrase "as a result of the proJect" as used here~n shall ~nclude events occurnng in anticipation of, dunng, and subsequent to the project F. In the event any provis~on of these condlbons is held to the inval~d or otherwise unenforceable, the Subreciplent, the employees and/or their representatives may invoke the junsd~ct~on of the Secretary of Labor to determine substitute fair and equitable employee protective arrangements which shall be Incorporated m these conditions The Subrec~p~ent agrees that any controversy respecting the project's effects upon employees, the ~nterpretat~on or apphcatlon of these cond~t~onst and the d~sposit~on of any claim aris~ng hereunder may be submitted by any party to the d~spute including the employees or their representative for determination by the Secretary of Labor, whose decision shall be final C.. The Subreciplent shall maintain and keep on file all relevant books and records ~n sufficient detail as to provide the basic information necessary to the making of the decisions called for m the preceding paragraph [-[. The Subrec~p~ent w~ll post, in a prominent and accessible place, a not~ce stabng that the Subrecipient is a recipient of Federal assistance under the Federal Transit Act and has agreed to cemplylwith the provis~ons of 49 U S C, Section 5333(b) The not~ce shall also specify the terms and conditions set forth hereto for the protection of employees ARTICLE 12 MONITORING A. The State will monitor the progress of the proJect authonzed ~n this agreement using appropriate and necessary inspections, ~ncludmg but not limited to penod~c reports, physical ~nspect~on of project facilities, telephone conversations, letters, and conferences ]~. The State shall momtor and conduct fiscal and/or program audits of the Subreclp~ent and ~ts contractors to verify the extent of services prowded under the terms of the grant agreement Represer~tatives of the State or Federal government shall have access to project fac~htles and records at all reasonable t~mes ARTICLE t3. IREPORTS A The Subrecipient shall submit wntten or electronic reports at ~ntervals and in a format prescn~ed by the State 1 Quarterly Operating Report - No later than fifteen (15) working days after the end of the quarter, for which the report ~s made, the Subrec~plent shall submit an acbwty report to the State ~ At a minimum, the quarterly operating report will ~nclude the number of vehicles m operation, total one-way passenger tnps, total miles traveled, total expenses, ~nclud~ng admin~strat~ve and operating expenses, revenue, ~nclud~ng fares and donations, operabng cost per vehicle mile, operabng cost per passenger trip, and number of passengers per mile traveled The State may require more frequent operating reports for reasons of ~ts own, or ~f the Subreclp~ent does not prowde the reports in a timely manner or ~f the reports indicate unfavorable trends 2 Status of Procurements - If the grant includes the purchase of vehicles or other capital equipment, the Subreclplent shall submit a quarterly report consisting of a brief narrative including but not hm~ted to procurement mdestones, ~ncludlng date of purchase order, vendor name and location, and estimated dehvery date 3 Status of Construction - If the grant includes construction, the Subreclp~ent shall submit quarterly narrative reports which include but are not hm~ted to the i~o_Q.gress of construction Ii, Regardless of the type of assistance ~ncluded ~n the grant, the Subreclp~ent shall promptly advise the State in wnt~ng if at any t~me the progress of the project wdl be negatively or positively ~mpacted, ~ncludlng 1 Problems, delays or adverse conditions that wdl materially affect the Subrec~p~ent's abd~ty to attain program objectives, prevent the meeting of t~me schedules and goals, or preclude the attainment of project work umts by estabhshed t~me periods Th~s d~sclosure shall be accompanied by a statement of the acbon taken, or contemplated, by the Subrec~p~ent and any State assistance needed to resolve the situation 2 Favorable developments or events that wdl enable the Subrec~plent to meet time schedules and goals sooner than anticipated or produce more work units than originally projected Every two (2) years, or more frequently when instructed by the State, the Subrecip~ent shall conduct a physical inventory of grant-supported property as set forth in Article 9, Equipment Management, and furnish the State a copy of the inventory C The Subrec~p~ent shall develop performance goals and management objectives in accordance w~th T~tle 43, Texas Administrative Code {}31 36 I), The Subrec~plent shall maintain wntten maintenance records for each grant-supported vehicle, and shall make such records avadable to the State upon request As a minimum, the Subreclp~ent shall comply with the manufacturer's recommended maintenance schedule ARTICLE 14 DISPUTES AND REMEDIES .4,, The Subreclplent shall be responsible for the settlement of all contractual and adm~nlstratwe issues anslng out of procurements entered in support of the grant Ii, Any dispute concerning the work hereunder, additional costs, or any other non-procurement ~ssue shall be submitted for resolution by informal mediation, in accordance w~th the requirements of the Governmental D~spute Resolution Act, Chapter 2009, Government Code, unless the subject matter applies under Title 43, Texas Adm~mstrat~ve Code {}9 2 C, Th~s agreement shall not be considered as specifying the exclusive remedy for any default, but all remedies ex~st~ng at law and in equity may be avaded of by either party and shall be cumulative ARTICLE 1{i TERMINATION A The State may terminate th~s grant agreement at any time before the date of completion whenever it is determined that the Subrec~p~ent has faded to comply with the conditions of the grant agreement The State shall g~ve written notice to the Subrec~p~ent at least thirty (30) days prior to,the effectwe date of termination and specify the effective date of termination, the reason ,for the termination, and other termination ~nstruct~ons Additionally, if the State notifies the Subrec~p~ent of a major deficiency and the Subreclp~ent does not respond ~n the manner reequlred by the State, the State will, within ten (10) working days, exercise ~ts contract termination rights, direct the d~sposlt~on of equipment purchased w~th grant funds, or both B If both parties to th~s grant agreement agree that the continuation of the grant would not produce beneficial results commensurate w~th the further expenditure of funds, the part~es shall agree upon the termination conditions, ~nclud~ng the effective date In the event that both part~es agree that resumption of the grant ~s warranted, a new grant agreement must be developed and executed by both part~es C Either the State or the Subrec~p~ent may terminate th~s agreement by g~wng notice m writing one to the other for reasons of ~ts own and not subject to the approval of the other party In the event of termination for convenience, neither the State nor the Subreclplent shall be subject to additional habd~ty except as otherwise prowded m th~s agreement I) Upon termination of th~s grant agreement, whether for cause or at the convemence of the part~es hereto, t~tle to all property and equipment remains w~th the Subreclplent subject to the obligations and conditions set forth In this grant agreement and 49 C F R 18 31 and 18 32, unless the state or federal funding agency issue disposition ~nstruct~ons to the contrary ~,, In the event of termination, the State may compensate the Subreclp~ent for those eligible expenses incurred dunng the grant penods that are d~rectly attributable to the completed port,on of the grant covered by this grant agreement, provided that the grant has been completed In accordance with the terms of the grant agreement The Subreclplent shall not incur new obhgations for the terminated port~on after the effective date of termination Except w~th respect to defaults of subcontractors, the Subrec~plent shall not be in default by reason of any fadure in performance of th~s grant agreement m accordance w~th its terms (including any failure by the Subreciplent to progress In the performance of the work) ~f such fadure arises out of causes beyond the control and w~thout the default or negligence of the Subrec~p~ent Such causes may include but are not limited to acts of God or of the public enemy, acts of the Government in e~ther Its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, stnkes, freight embargoes, and unusually severe weather In every case, however, the failure to perform must be beyond the control and w~thout the fault or neghgence of the Subrec~plent ARTICLE 16, HISTORICALLY UNDERUTILIZED BUSINESS (HUB) PARTICIPATION FOR PUBLIC TRANSPORTATION CONTRACTS It ~s the pohcy of the Texas Department of Transportation (TxDOT) to ensure that HUBs shall have an equal opportunity to participate ~n the performance of contracts, to create a level playing field on which HUBs can compete fairly for contracts and subcontracts, to ensure nondiscrimination on the basis of race, color, national origin, or gender in the award and administration of contracts, to help remove barriers to the parbcipabon of HUBs in TxDOT contracts, and, to assmt ~n the development of firms that can compete successfully in the market place outside the HUB program The Subrec~pient and any subcontractor will strive to meet the following annual HUB goals by offenng HUBs the opportumty to compete fairly for contracts and subcontracts HUB participation should be reported monthly by using Attachment H-3 11 9% fo~ heavy construction other than budding contracts, 26 1% for all building construction, includ~ng general contractors and operatwe builders contracts, 57 2% for all special trade construction contracts, 20% for professional services contracts, 33% for all other serv~oes contracts, and 12 6% for commodities contracts The Subrec~p~ent and any subcontractor shall not d~scnm~nate on the bas~s of race, color, national origin or sex in the award and performance of contracts These requirements shall be physically included ~n any subcontract Failure to carry out the requirements set forth above shall constitute a mater~al breach of th~s contract and may, after the notification of the State, result in termination of the contract by the TxDOT or other such remedy as the TxDOT deems appropriate ARTICLE 17 CONTROL OF SUBSTANCE ABUSE A The Subrac~plent will certify comphance w~th 49 C F R Parts 40, 653 and 654 on or before September 1st of each year, using the certification form furnished by the State lB, Section 5307 Subrec~p~ent's will submit a copy of the Management Information System (MIS) reports by March 15th of each year using forms furnished by the State ¢, Section 5311 Subreclplent's w~ll submit required Management Information System (MIS) reports on or before February 15th of each year using forms furnished by the State ARTICLB 18, PROHIBITED ACTIVITIES A Neither the Subracip~ent nor any subcontractor shall use federal or state assistance funds for pubhcity or propaganda purposes designed to support or defeat legislation pending before Congress er the Texas Legislature No member of or delegate to the Congress of the Umted States shall share m th~s grant agreement or benefit from it, except ~n the same manner as the general pubhc B No member, officer or employee of the Subreclplent dunng his tenure or one (1) year thereafter shall have any interest, d~rect or ~nd~rect, ~n this grant agreement or the proceeds thereof C Texas Transportation Commission pohcy mandates that employees of the Texas Department of Transportation (TxDOT) shall not accept any benefits, g~fts or favors from any person doing bus~ness or who reasonably speaking may do bus~ness w~th the State under th~s grant agreement The only exceptions allowed are ordinary business lunches and ~tems that have received the advanced written approval of TxDOT's Executive Director D Any persons doing business w~th or who may reasonably speaking do business w~th the State under th~s grant agreement may not make any offer of benefits, g~fts or favors to TxDOT employees, except as mentioned here above Failure on the part of the Subreclplent to adhere to th~s pohcy may result in the termination of this grant agreement E The Subreclp~ent w~ll comply w~th Texas Government Code, Chapter 573, by insunng that no officer, employee or member of the Subreciplent's governing board or of the Subreclp~ent's contractors or subcontractors shall vote or conf~rm the employment of any person related w~thln the second degree by affinity or third degree by consanguinity to any member of the governing body or t(~ any other officer or employee authorized to employ or supervise such person This prohibition, shall not prohibit the employment of a person who shall have been continuously employed for a period of two (2) years prior to the election or appointment of the officer, employee, govermng body member related to such person ~n the prohibited degree ARTICLE 19 OPEN MEETINGS If applicable, the Subrec~p~ent will comply w~th Texas Government Code, Chapter 551, which requires all regular, special or called meetings of governmental bodies to be open to the public, except as otherwise prowded by law or specifically permitted in the Texas Const~tubon ARTICLE 20 INDEMNIFICATION A. To the extent permitted by law, the Subrec~p~ent shall ~ndemn~fy and save harmless the State from all claims and hablhty due to acbwbes of ~ts agents, employees or volunteers performed under this agreement and which result from an error, omission or negligent act of the Subrec~p~ent or of any person employed by the Subrec~plent B To the e~tent permitted by law, the Subreclp~ent shall also save harmless the State from any and all expenses, including attorney fees, which might be incurred by the State ~n litigation or otherwise resisting said claim or hab~htles which might be ~mposed on the State as a result of acbwt~es by the Subrecip~ent, ~ts agents, employees or volunteers C. The Subraclpient acknowledges that it ~s not an agent, servant or employee of the State and that ~t ~s responsible for its own acts and deeds and for those of ~ts agents, employees or volunteers dunng the performance of the grant agreement ARTICLE 21. COMPLIANCE WITH LAWS The Subreclp~ent shall comply with all federal, state and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any courts or admlmstratlve bodies or tribunals ~n any matter affecting the performance of this grant, including without I~m~tat~on workers' compensation laws, mimmum and maximum salary and wage statutes and regulabons, nond~scnm~nabon laws and regulabons, and hcens~ng laws and regulations When required, the Subreclplent shall furnish the State with satisfactory proof of compliance therewith ARTICLE 22. NONCOLLUSlON The Subrec~p~ent warrants that ~t has not employed or retained any company or person, other than a bona fide employee working for the firm, to solicit or secure this grant, and that ~t has not pa~d or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, g~ft or any other consideration contingent upon or resulting from the award or making of this grant If the Subrec~p~ent breaches or violates th~s warranty, the State shall have the right to annul this agreement without liability or, ~n ~ts d~screbon, to deduct from the grant price or consideration, or otherwise recover, the full amount of such fee, commission, brokerage fee, g~ft, or conbngent fee ARTICLE 23. NOT APPLICABLE ARTICLE 24 NOT APPLICABLE ARTICLE 25. PROGRAM INCOME A. Except for ~ncome from royalbes and proceeds from the sale of real property or equipment, the Subreciplent shall retain program ~ncome and apply such income to allowable capital or operating expenses The Submc~p~ent shall comply with standards governing the receipt and apphcatlon of program ~ncome as set forth ~n 49 C F R §18 25, Program Income Program income means gross ~ncome ]0 received by the Subrec~p~ent d~rectly generated by a grant supported activity, or earned only as a result of th~s grant agreement during the t~me penod specified ~n Article 1, Grant Period C. Program income ~ncludes ~ncome from fees for services performed, from the use or rental of real or personal property acquired w~th grant funds, from the sale of commodities or ~tems fabncated under a grant agreement, and from payments of pnnc~pal and ~nterest on loans made w~th grant funds Except as otherwise provided m federal regulations, program ~ncome does not include grant funds, rebates, credits d~scounts, refunds, and the interest earned on any of these receipts ARTICLE 26 SUCCESSORS AND ASSIGNS The Subrec~p~ent b~nds themselves, their successors, assigns, executors and adm~mstrators ~n respect to all covenants of this agreement The Subrec~p~ent shall not s~gn, sublet or transfer their ~nterest ~n th~s agreement w~thout the written consent of the State ARTICLE 27, LEGAL CONSTRUCTION In case any one or more of the provisions contained ~n th~s agreement shall for any reason be held to be Invalid, dlegel or unenforceable ~n any respect, such ~nvahd~ty, dlegahty or unenforceabd~ty shall not affect any other provis~on thereof and th~s agreement shall be construed as if such ~nvahd, illegal or unenforceable ,provision had never been contained herein ARTICLE 28 PRIOR AGREEMENTS Th~s agraement constitutes the sole and only agreement of the part~es hereto and supersedes any prior understandings or written or oral agreements between the part~es respecting the pubhc transportation grant specifically authorized and funded under th~s agreement ARTICLE 29 SPECIAL PROVISIONS FOR CONSTRUCTION AND REPAIR CONTRACTS .4,,S~gns - The Subrec~p~ent shall cause to be erected at the s~te of construction, and maintained dunng construction, s~gns satisfactory to the State and the U S Department of Transportation ~denbfy~ng the project and indicating that the Government ~s participating in the development of the proJect, Hazardous Materials - The Subraclplent will conduct an inspect~on of the budding for hazardous materials, asbestos and lead-based paint Removal and disposal will be in accordance w~th local, state and federal regulations, pnor to the m~t~at~on of construction ARTICLE 30, NOT APPLICABLE ARTICLE 3t. SIGNATORY WARRANTY The undersigned signatory for the Subreclp~ent hereby represents and warrants that he or she ~s an officer of the organization for which he or she has executed th~s agreement and that he or she has full and complete,authority to enter into th~s agreement on behalf of the orgamzatlon ARTICLE 32, INCORPORATION OF PROVISIONS Attachments A through H are attached hereto and incorporated ~nto this contract as ~f fully set forth hereto ]! IN TESTIMONY WHEREOF, the parties hereto have caused these presents to be executed ~n duphcate counterparts Executed for the Executive D~rector and approved for SUBRECIPIENT the Texas Transportation Commission for the purpose and effect of activating and/or carrying out the orders, Subreclp/~nt Name City of Denton established policies or work programs heretofore Jl \ ! approvedcommlssionand authorized by the Texas Transportation B~'y~/[~'~[/Slgn/~'e of Aut ho-'~'Z~ Officer Jay R( NelSon, I~ E D~stridt~Eng~neer~ Typed, Pnnted or Stamped Name Typed, Printed or Stamped Name Date <~ ~/~-~,/O I Title Dlstnct Enmneer, I ATTACHMENT A APPROVED PROJECT DESCRIPTION The application for State and Federal assistance, as submitted to the State, ~s hereby ~ncorporated ate this agreement as the project description, unless described below e) Describe the services to be provided by your agency/organization If fixed routes are included, describe the complementar~ par&transit system Types of Services 1) Fixed Route (non-com~uter) Fixed route service is provided within the city limits of Denton along eight (8) - thirty minutes operated with one hour headways during the hour of 6 am - 9 pm M-F and 9em - 6 pm on Sat Ail vehicles are lift-equipped The regular fare for this service is $$5, $ 50 for children 6 - 18 and $ 35 for seniors and persons with disabilities 2) Complementary Par&transit to Fixed Route This service is provided for persons with qualifying disabilities as established in the Americans with Disabilities Act who are unable to access the fixed route system and is operated during the same hours as the fixed route The service area extends3/4mile beyond the fixed route boundaries The regular fare for this service is $1 50 3) Passenger Rail 4) Demand Response Systems 5) Commuter Service b) List service area, population served Describe any unserved areas in the urban transit district, an~ any plans to provide transportation to such areas The fixed route service area is approximately 54 square miles (the Denton urbanized area) with a population of 79,250 Within the urbanized area there are a few areas =hat are not served directly by the fixed route (within 3/4 mile) Persons in these areas are served using a Dial-a-Ride system where a vehicle is dispatched to transport passengers to the closest fixed route bus stop c) Describe any proposed or existing contracts that will affect the Section 5307 system (~intenance, dispatching, Currently, the City of Denton contracts with SPAN for driver and dispatching services as well as for ~inor maintenance issues on the buses The LINK system will be looking at contracting with the Parks & Recreations Department for bus stop maintenance d) Explai~ what steps you have taken to coordinate the proposed service with each of the other transportation providers (both public and private) in your area. Attach any agreements, letters of support, minutes of meetings, etc , to proposal~ The City of Denton is the designated provider in the Denton urbanized area However, we contract services with the Denton County transportation provider, SPAN e) Describe any special services provided. The city frs&sport&rich service currently offers demand/response services to those living outside a four-block radius from a bus route There is no extra charge for this service The city als0 provides a "transfer bus" to person who may have missed their transfer due to their bus arriving late to the transfer station f) Describe any special trips provided Attachment A The City of Denton does not provide any special trips other than for Emergency Action Plan drills g) Describe any transportation provided for school children School children may ride the city's system for $0 50 Ail vehicles are marked with "Caution - Children may be exiting " h) Describe how transit is marketed to the general publicz No formal marketing is done for the system Press releases are used for any type of change or promotional issues i) If applicable, describe how the Section 5310 program has been integrated into your eystem~ The City of Denton currently does not use 5310 program funds for elderly and d~sabled transportatIon services J) Describe hew services are provided to Health and H~man Services clients (including but not limited to Medicaid, TA~F, Welfare-to-Work clients) No special or direct rides are provided for Health and Human Services clients The C~ty of Denton does not actively seek reimbursements from Health and Human Services off~ces for clients who use the LINK system Attachment A Small Urban-~ectton 5307 State Public Transportation Grant Agreement Attachment B Approved Project Budget Effective Date September 1, 2001 Project Completion Data August 31, 2002 Subreclpienl City of Denton State Contract Number URB 0201 (18) Statt Project Number $1218F1007 ~ FTA Grant Number Apportionment Year Service Area City of Denton Capital Type 11Expenslofl $320,58500 5615./o $180 000 O0 $9058500 $5000000 0 preventive maintenance $149 500 O0 80 27% $120 000 O0 $19 500 O0 $10 000 O0 0 $0 00 0 00% $0 00 $0 00 $0 00 0 $000 000% $000 $000 $000 0 Categmy Total $470,085 00 63 82% $300,000 00 $110 085 00 $60,000 00 0 Plannlnil $75,000 00 80 00% $60 000 00 $0 00 $15,000 00 0 Operatln~ Operating^sslstar~ce $800,00000 5000% $40000000 $20000000 $20000000 0 Pre Jeer Totals $1,.345,085 00 S760,000 00 S310,085 00 $27~,000 00 0 $0 00 0 00% $0 00 $0 00 $0 00 0 City of Denton GRANT AGREEMENT NO URB 0201 (t8) STATE PROJECTNO 51218F1007 Attachment C DISCLOSURE OF LOBBYING ACTIVITIES Complete this term to OlSClOSe iooo¥1n~ ac[iVl[leS pur~uum ~u o, ,-, o ,~ 1352 1 Type of Federal Action .__ 2 Status of Federal Act;on 3 Report Type a contract a bid/offer/apphcabon a ;n~bal fihng b material change b grant b mit~al award c cooperative agreement c post award For Material Change Only d loan ¢ loan guarantee year.__ quarter £ loan ;nsurance date of last report 4 Name and Address of Reportmg Entity 4 If Reporting Enbty in No 4 ~s Subawardee, Enter Name Name and Address of Prime Address Prime Subawardee Tier~ If known 6 Federal DepartmentJAgency 7 Federal Program Name/Description CFDA Number~ if apphcable 8 Federal Action Number, If known 9 Award Amount, ~f known 10 a Name and Address of Lobbying Entity 10 b Individual Perform;ng Services (~ncludlng address ~f (~f individual, last name, first name, MI) different from No 10a) (last name, first name, MI) (attach Contin,uation Sheet(s) SF-LLL-Ar If 11 Amount of Payment (check all that apply) 12 Form of Payment (check all that apply) a cash $ actual b ~n-k~nd, specify nature planned value 13 Type of PaYment (cheek all that apply) a retainer c commission e deferred b one,time fee d contingent fee f other, specify 14 Bnef Description of Services Performed or to be Performed and Date(s) of Service, including officar(s), employee(s), or Member(s) contacted, for Payment Indicated in Item 11 15 Continuation ,Sheet(s) SF-LLL-A attached Yes No 1 6 Information requested through this form is Authorized Representative authorized by title 31 U S C section 1352 This disclosure of lobbying activities is a material representation of fact upon which reliance was placed by the tier abovelwhen this transaction was made or Title entered into This disclosure ~s required pursuant to 31 U S C 1352 This Information will be reported to the gnature Congress sem~-annual and will be available for public IJ ~/~ inspect~on Any person who fails to file the required Telephone (~? ~{~ ~-~-.~- d,sclosure shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such Date failure Attachment D FEDERAL PROVISIONS TABLE OF CONTENTS Section I Project Implementation A General Requirements B U S DOTAdmin~strative Requirements C Application of Federal, State, and Local Laws and Regulations D Significant Parbcipabon by a Third Party Contractor E Subreclpient's Responsibil~ty to Extend Federal Requirements to Other Enbbes F No Federal Government Obligations to Third Part~es G Changes In Project Performance (ie, D~sputes, Breaches, Defaults or L~bgation) Section 2 Ethics A Debarment and Suspension B Lobbying Restrictions C False or Fraudulent Statements or Claims Section 3,, Accounting Records A Project Accounts B Documentation of Project Costs and Program Income Section 4 Reporting, Record Retention, and Access A Record Retention B Access to Records of Recipients and Subracipients C Project Close-out Section 5 Costs Reimbursed Section 6 Civil Rights A Disadvantaged Business Enterprise B ~ss to Sen/ices for Persons with Limited English Proficiency C Other Nondiscrimination Statutes Section 7, Not Applicable Section 8 Procurement A Federal Standards B Exclusionary or Discriminatory Speciflcabons C Bus Seat Specifications D Clean Air and Clean Water E Preference for Recycled Products F Ardnltactural, Engineering, Design, or Related Services G Award to Other than the Lowest Bidder H Rolling Stock Bonding J National Intelligent Transportation Systems Architecture and Standards Section 9~ Leases A Capltsl Leases B Leases Involving Certificates of Participat~on C Cross-Border Leases ~ Patent Rights A General B Federal R~ghts Sect on '1'1. Rights In Data and Copyrights A Definition B State and Federal Restrictions C Federal Rights in Data and Copyrights D Special R~ghts in Data for Research, Development, Demonstration, and Special Studies (Planning) Projects E Hold Harmless ! Attachment D F Restrictions on Access to Patent R~ghts G Statutory Requirements to Release Data Section 12 Use of Real Property, Equipment, and Supphes A Use of Project Property B General Federal Requirements C 5310 Program D Maintenance E Records F Encumbrance of Project Property G Transfer of Project Property H Disposition of Project Property Misused or Damaged Project Property J Obligations After Project Close-out Section 13 Insurance A Minimum Requirements B Flood Hazards Section 14 Relocation A Relocation Protections B Nondiscrimination In Housing Section 15 Real Property A Lend Acquisition B Covenant Assuring Nondiscrimination C Recording Title of Real Property D FTA Approval of Changes In Real Property Ownership Section 16 Construction A Drafting, Review, and Approval of Construction Plans and Specificat~ons B Supervision of Construction C Construction Reports D Project Management for Major Capital Projects E Seismic Safety Section 17 Employee Protections A Construction Activities B Activities Not Involving Construction C State and Local Government Employees D Transit Employee Protective Arrangements Section 18, Environmental Requlramenta A Use of Public Lands B Coastal Zone Management C Environmental Justice Section 19~ Energy Conservation ~ State Management and Monitoring Systems ~ Not Applicable Section 22~ Not Applicable Section 23, Metrto System Section 24~. Substance Abuse A Drug Abuse B Alcohol Abuse Section 21~ State Safety Oversight of Rail Fixed Guldeway Public Systems Section 26. Seat Belt Use Attachment D Section 27 Special Requirements for Urbanized Area Formula Projects A Fares and Services B Audit Requirements C Half-Fare Requirements D Procurement of an Associated Capital Maintenance Product E Transit Security F Restrictions on the Use of Formula Asmstance for Operations G Reporting Requirements H Criminal Sancbons Section 28 Not Apphcable Section 29 Special Requirements for Job Access and Reverse Commute Gr._a_n_t~_Projects A General Requirements B Restrictions on the Use of Grant Funds Section 30 Special Requirements for Over.the-Road Bus Accessibility Projects A General Requirements B Special Requlraments C FTA Notice Section 31~ Disputes, Breaches, Defaults, or Other Litigation A Notification B Federal Interest In Recovery C Enforcement D State and FTA Concurrence 3 Attachment D FEDERAL GENERAL TERMS AND CONDITIONS FOR PUBLIC TRANSPORTATION PROJECTS This document contains standard terms and conditions governing the admln~strabon of a public transportabon project supported w~th Federal assistance through the Texas Department of Transportation ("State") The State and the Subraciplent/Subgrantee ("Subrec~ptent") understand and agree that not every provision of th~s document will apply to every Subrecipient or every project depending upon the nature of the ProJect and the secbon of the statute authorizing the financial assistance Thus, in consideration of the mutual covenants, premises, and representations here~n, the State and the Subreclp~ent agree as follows Section 1, Project Implementation A General requirements I Effective Date The effective date of this agreement is the date of final execution by both part,es The Subraciplent agrees to begin the Project in a timely manner 2 Subraciplent's Capacity The Subreciplent agrees to maintain or acquire sufficient legal, financial, tachnlcal, and managerial capacity to plan, manage, and complete the Project, and provide for the use of Project facilitlee and equipment, to comply with the terms of the agreement, and all applicable Federal laws, executive orders, regulations, directives, and published policies governing this Project 3Completion Dates The Subreciplent agrees to complete the Project In a timely manner B U S DOT Administrative Requirements The Subreclplent acknowledges that Federal administrative raquiraments differ based on the type of entity receiving Federal assistance 1 A Subraclplent that Is a State, a local government, or an 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 Subreciplent that is an Institution of higher education or a nonprofit organizabon agrees to comply w~th U S DOT regulations, "Uniform Administrative Requirements for Grants and Agreements with Institutions of Higher Education, Hospitals, and Other Non-Profit Organizations," 49 C F R Part 19 C Application of Federal, State, and Local Laws and Regulations The Subreciplent acknowledges that Federal laws, re .gulations, polio es, and re atad adm n stretive practices appl;Cable to the Project may be modified from time to time The Subreolpient agrees that the moat recent of such Fedora requirements will govern the admlnisttafion of the Project at any particular time, unless FTA issues a written determination otherwise The Subreciplent agrees to include notice in each agreement with any third party contractor participating In the Project that State or Federal requirements may change and the changed requirements will apply to the Project as required, unless the State or Federal Government determines otherwise D Significant Participation by a Third Party Contractor Although the Subraclplent may enter Into a third party contract'ln 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 Subracipient, the Subracipient continues to remain responsible to the Federal Transportation Adminlstrafion (FTA) for comphanca with Federal raqulrements E Subreciplent's Responsibility to Extend Federal Requirements to Other Ent~fies 1 Entities Affected The Subraciplent agrees to take appropriate measures necessary to ensure any third party contractors comply with applicable Federal requirements 2 Documents Affected The Subreclpient agrees to require its third party contractors to include adequate provisions to ensure compliance with applicable Federal requirements in each lower tier subcontract and subagraement financed in whole or in part with financial assistance F No State or Federal Government Obligations to Third Parties The Subreciptsnt agrees that, absent the State or Federali Government's express written consent, the State or Federal Government shall not be subject to any obligations or liabilities to any Subreclplent or any third party contractor, or any other person 4 Attachment D G Changes In Project Performance (~ e, Disputes, Breaches, Defaults or L~bgat~on) The Subrec~plent agrees to notify the State immediately of any change in conditions (such as ~ts legal, financial, or technical capacity), or any other event that may significantly affect the Subrec~ptent's ability to perform the Project Section 2 Ethics A Debarment and Suspension The Subreciplent agrees to comply, and assures the compliance of any third party contractor, w~th Executive Order Numbers 12549 and 12689, "Debarment and Suspension," 31 U S C {}6101 note, and U S DOT regulations, "Governmentw~de Debarment and Suspension (Nonprocurement)," w~th~n 49 C F R Part 29 B Lobbying Restrictions The Subreclpient agrees to 1 Refrain from using Federal assistance funds to support lobbying, 2 Comply, and assure the compliance of each third party contractor at any t~er w~th U S DOT regulabons, "New Restrictions on Lobbying," 49 C F R Part 20, modified as necessary by 31 U S C {}1352 3 Comply with Federal statutory previsions to the extent applicable prohibiting the use of Federal assistance funds for activities designed to influence Congress or a State legislature on legislation or appropriations, except threugh preper, official channels 4 Sign the Lobbying Certification attached C False or Fraudulent Statements or Claims The Subrac~pient acknowledges and agrees that 1 The Pregram Fraud Civil Remedies Act of 1986, as amended, 31 U S C §{}3801 et seq and U S DOT regulations, "Pregram Fraud Civil Remedies," 49 C F R Part 31, apply to Its acbvlties in connection with the Project Accordingly, by executing the agreement, the Subreclplent certifies or affirms the truthfulness and accuraoy of each statement it has made, it makes, or it may make in connection with the Project covered by the agreement In addition to other penalties that may apply, the Subreclpient also acknowledges that if it makes a false, fictitious, or fraudulent claim, statement, submission, or certification to the State or Federal Government, the Federal Government reserves the right to Impose the penalties of the Program Fraud Civil Remedies Act of 1986, as amended, to the extent the Federal Government deems appreprlata 2 If the Subraciptsnt makes a false, fictitious, or fraudulent claim, statement, subm~ssion, or cert~ficabon to the State In connection with an urbanized area formula project financed w~th Federal assistance authorized for 49 U S C §5307, the Government reserves the r~ght to impose the penalties of 18 U S C {}1001 and 49 U S C §5307(n)(1), to the extent the Federal Government deems appropnata Section 3 Accounting Records A Project Accounts The Subractplent 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 The Subreoiplent 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 idenbfled, readily accessible and available to FTA upon its request, and, to the extent feasible, kept separate from documents not related to the Project B Documentation of Project Costs and Pregram Income The Subraciplent agrees to support all costs charged to the Project, Including any approved services contributed by the Subrec~plent or others, w~th properly executed payrolls, time records, Invoices, contracts, or vouchers describing in detail the nature and propriety of the charges The Subreclplent also agrees to maintain accurate records of all program income derived from implementing the Project, except certain ~ncome determined by FTA to be exempt from the general Federal program Income requlraments Section 4 Reporting, Record Retention, and Access ..~ Recerd Retention The Subraciplent agrees to maintain intact and readily accessible all data, documents, reports, records, contracts, and supporting materials relating to the Project as the State or the Federal Government may raquira during the course of the Project and for four years thereafter ~, Access to Records Upon request, the Subrac~pient agrees to permit and require ~ts Subrec~pients to permit the U S Secretary of Transportation, the Comptroller General of the Umted States, and the State, or their authorized representatives, to inspect all Project work, materials, payrolls, and other data, and to audit the books, records, and accounts pertalmng to the Project $ Attachment D C Project Close-out Project close-out does not alter the reporting and record retention requirements of this Agreement Section 5 Costs Reimbursed The Subrec~plent understands and agrees that Project costs eligible for partlc~pabon must comply with all the following requirements 1 Conform with the Attachment A, Approved Project Descnpbon, the Attachment B. Approved Project Budget, and all other terms of the agreement, 2 Are necessary in order to accomplish the Project, 3 Are reasonable for the goods or services purchased, 4 Are actual net costs to the Subreclpient (~ e, the price pa~d minus any refunds, rebates, or other ~tems of value received by the Subrec~plent that have the effect of reducing the cost actually incurred, excluding program income), 5 Are Incurred within the agreement time period, § Are satisfactorily documented, 7 Are treated consistently in accordance with accounbng pnnc~ples and procedures approved by the State, 8 Are eligible under State and Federal law, regulation, rule. or guldehnes for partic~pabon, and Unless permitted otherwise by Federal statute or regulation, comply w~th the (1) U S Office of Management and Budget (OMB) ClrcularA-87, Revised, "Cost Principles for State and Local Governments" if the Subreclplent Is a local government or an Indian tribal government, (2) OMB Circular A-21, Revised, "Cost Principles for Educational Institutions" If the Subreciplent Is an institution of higher education, (3) OMB Clmular A-122, Revised, "Cost Principles for Non-Profit Organizations" If the Subroelplent is a private nonprofit organization, or (4) Federal Acquisition Regulation, 48 C F R Chapter I, Subpart 3t 2, "Contracts with Commercial Organizations" if the Subreoipient is a for-profit organization Additionally, the Subreclpient shall comply with the requirements of the Single Audit Act of 1984, P L 98- 802, ensuring that the single audit report includes the coverage stipulated In OMB Circular A-133 Section 6 Civil Rights The Subreclplent agrees to comply with all applicable civil rights statutes and implementing regulations including, but not I~mtled to, the following A Disadvantaged Business Enterprise The Subrecipient agrees to take the following measures to facIMate participation by disadvantaged business enterprises (DBE) In the Project The Subreciplent agrees 1 to comply with section 1101(b) of TEA-21.23 U S C §101 note, and U S DOT ragulat~ons, "Part~cipat~on by Disadvantaged Business Enterprises In Department of Transportation Financial Assistance Programs," 49 C F R Part 26, and 2 It shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of any third party contract, or subagreement supported with Federal assistance derived from the U S DOT or In the administration of Its DBE program or the requirements of 49 C F R Part 26, and to take all necessary and reasonable steps under 49 C F R Part 26 to ensure nondlscflmlnation in the award and administration of all third party contracts and subagreements supported with Federal assistance derived from the U S DOT The Reclplent's DBE program, as required by 49 C F R Part 26 and approved by the U S DOT, is Incorporated by reference and made part of the agreement Implementation of this DBE program Is a legal obligation, and failure to carry out its terms shall be treated as a violation of the agreement Upon notification of its failure to ~mplement its approved DBE program, the U S DOT may impose sanctions as provided for under 49 C F R Part 26 and may, in appropriate cases, refer the matter for enforcement under 18 U S C §1001, and/or the Program Fraud Civil Remedies Act, 31 U S C §{}3801 et seq B Access to Servlcas for Pemons with Limited Enghsh Proficiency The Subrec~plent agrees to comply with applicable Federal guidance Issued in compllanca w~th Executive Order No 13166, "Improving Access to Services for Persons with Limited English Proficiency," August 11,2000 C Other Nondiscrimination Statutes The Subreciplent agrees to comply with all apphcable raqulraments of any other nondiscrimination statute(s) that may apply to the Project Section 7 Not Applicable 6 Attachment D Section 8 Procurement To the extent apphcable, the Subreclp~ent agrees to comply with the followrng third party procurement requirements A Federal Standards The Subrec~p~ent agrees to comply w~th FTA C~rcular 4220 1D, "Third Party Contracting Requirements," including any revision or replacement thereof, and apphcable Federal regulabons or requirements, ~nciud~ng FTA third pady contracting regulations when promulgated The FTA Best Prect~ces Procurement Manual provides additional procurement guidance Nevertheless, be aware that the FTA Best Prect~ces Procurement Manual is focused on procurement processes and may omit certain Federal requirements applicable to the work to be performed B Exclusionary or D~scrlminatory Spec~ficabons Apart from ~ncons~stent requirements ~mposed by Federal statute or regulabons, the Subrecip~ent agrees to 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 d~scrlmlnatory speclflcabons C Bus Seat Speclflcabons The Subreciplent may use specifications conform__m~.w~th the requirements of 49 U S C §5323(e) to acquire bus seats D Clean Air and Clean Water The Subrecipient agrees to include in third party contracts exceeding $100,000 adequate previsions to ensure that Project participants report the use of faclhtles placed or likely to be placed on EPA's "List of Violating Faclhtles," refrain from using viclat~ng facilities, report violations to FTA and the Regional EPA Office, and comply with the Inspection and other apphcable requirements of 1 Section 114 of the Clean Air Act, as amended, 42 U S C §7414, and other applicable previsions of the Clean Air Act, as amended, 42 U S C §§7401 et seq, and 2 Section 308 of the Federal Water Pollution Control Act, as amended, 33 USC §1318, and other provisions of the Federal Water Pollution Control Act, as amended, 33 U S C §§1251 et ceq E Preference for Recycled Products To the extent apphcable, the Subreclplent agrees to comply with U S Environmental Protection Agency (U S EPA) "Comprehensive Procurement Guidelines for Products Containing Recovered Materials," 40 C F R Part 247, implementing section 6002 of the Resource Conservation and Recovery Act, as amended, 42 U S C §6962, and otherwise provide a competitive preference for products and services that conserve natural resources and protect the environment and are energy efficient F Architectural, Engineering, Design, or Related Services When procunng architecturel, engineering, or related services, the Subreclplent agrees to comply with the previsions of 49 U S C §5325(b), e~ther by negotiating for those services in the same manner as a contract for architectural and engineering services Is negobated under Title IX of the Federal Property and Administrative Services Act of 1949, as amended, 40 U S C §§541 et seq, or by using an equivalent quahficabons-based requirement of the State When, awarding contracts for architectural, engineering, or related services, the Subrecipient agrees to accept undisputed audits conducted by other governmental agencies, in accordance with 23 U S C §112(b)(2) (C) through (F) To the extent the Subreclplent qualifies for an exception in accordance with 49 U S C §5325(b), however, this subsection does not apply G Award to Other than the Lowest Bidder In accordance with 49 U S C §5325(c), a Subreciplent may award a third party contract to a party other than the lowest bidder, when such an award furthers object~ves consistent with the purposes of 49 U S C Chapter 53 and any implement~ng regulations, d~rectives, circulars, manuals, or other guidance FTA may issue and Is consistent with state law HRolling Stock In acquiring rolling stock, the Subreclpient agrees as follows I Method of Acqulslflon The Subreciplent may award a third party contract for rolling stock based on ~nitlal capital costs, performance, standardization, life cycle costs, and other factors, or based on a competitive preocurement process, In accordance with 49 U S C §5326(c) 2 Multi-year Options In accordance with 49 U S C §5326(b)(1), a Subreclplent may procure rolling stock using financial assistanCe appropriated for 49 U S C Chapter 53 using a contract with an option, not to exceed 5 years after the date of the original contract, to purchase additional rolling stock or replacement 3 Pre-Award and Post-Dehvery Requirements The Subrec~p~ent agrees to comply with the requirements of 49 U S C §5323(m) and FTA regulations, "Pre-Award and Post-Dehvery Audits of Rolling Stock Purchases," 49 C F R Part 663, and any revision thereto 4 Bus Testing To the extent applicable, the Subrecipient 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 I Bonc~ing To the extent applicable, the recipient agrees to comply with the following bonding requirements 1 Construction Activities The Subreclplent agrees to provide b~d guarantee, oontract performance, and payment bonding to the extent deemed adequate by FTA and applicable Federal regulations, and comply with any other bonding requirements FTA may issue 2 Other Activities The Subreclplent agrees to comply with any other bonding requirements or restrictions FTA may Impose J Nabonal Intelligent Transportation Systems Architecture and Standards The Subreciplent agrees to conform, to the extent applicable, to the National Intelligent Trensportatmn Standards architecture in comphance with section 5206(e) of TEA-21, 23 U S C §502 note, and w~th FHWA/FTA's "Transportabon Equity Act for the ? Attachment D 21st Century, the Interim Guidance on Conformity w~th the Nabonal Intelligent Transportation Systems (ITS) Architecture and Standards," 63 Fed Reg 70443 et seq, December 21 1998, and other subsequent Federal d~rect~ves that may be tssued Section 9 Leases · A Capital Leases To the extent applicable, the Subrec~p[ent agrees to comply wtth FTA regulations, "Capttal Leases," 49 C F R Part 639, and any revision thereto B Leases Involwng Certificates of Participation The Subrec~p~ent agrees to obtain FTA concurrence before entenng into a leasing arrangement involwng the issuance of certificates of partlc~pabon ~n connecbon w~th the acquislt~on of any capital asset C Cross. Border Leases To the extent applicable, the Subrec~p~ent agrees to comply w~th FTA Circular 7020 1, "Cross-Border Leasing Guldehnes," Apnl 26, 1990, ~n connecbon w~th the acqu~s~bon of capital assets ~nvolving a cross-border lease Section 10 Patent Rights A General if any invention, Improvement, or discovery of the Subrecipient or any of its third party contractors is conceived or first actually reduced to practice in the course of or 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 Subraclptsnt agrees to notify FTA Immediately and provide a detailed report B Federal Rights The Subraclplent agrees that Its rights and responsibilities, and those of each third party contractor at any tier pertaining to that invention, improvement, or d~scovery will be determined in accordance with applicable 8tata and Federal laws, regulations, including any waiver thereof Absent a detarmlnat~on In writing to the contrary by the State and Federal Government, the Subreclplent agrees to transmit to the State and FTA those rights due the State and Federal Government in any invention, Improvement, or d~scovery resulting from that third party contract as specified In U S Department of Commerce regulations, "R~ghts to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," 37 C F R Part 401 (implementing the Prasident~al Memorandum [Statement] on Government Patent Policy to the Heads of Executive Departments and Agencies, dated February 18, 1983, 19 Weekly Comp Pres Doc 252-253, Feb 28, 1983), irrespective of the status of the Recipient, any Subraclptsnt, 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 ) Section 11 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 agreement Examples include, but are not limited to computer software, standards, specifications, eng~neering drawings and associated lists, process sheets, manuals, technical reports, catalog item Idenbflcetions, and related information The term "subject data" used in this section does not Include financial reports, cost analyses, or similar information used for Project administration B State and Federal Restrictions Except for Its own internal use, the Subreclplent may not publish or reproduce subject data in whole or in part, or In any manner or form, nor may the Subreclptsnt authorize others to do so, without the written consent of the State and Federal Government, untd such t~me as the State and Federal Government may have either released or approved the release of such data to the public unless the Subreclplent Is an institution of higher learning C Federal Rights in Data and Copyrights The Subraclpient agrees to provide to the State and Federal Government a royalty-free, non-exclusive and irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use, for State and Federal Government purposes the "subject data" As used in the previous sentence, "for State and Federal Government purposes," means use only for the direct purposes of the State and Federal Government Without the copyright owner's consent, the State and Federal Government may not extend to other parties the State or Federal Government's I~cense to I Any subject data developed under the agreement or under a third party contract financed by the agreement, whether or not a copyright has been obtained, and 2 Any rights of copyright to which a Subreclplent or a third party contractor purchases ownership with Federal assistance D Special Rights In Data for Research, Development, Demonstrabon, and Special Studies (Planning) Projects FTA's and the Stata's purpose in providing financial assistance for a special studies (planning), research, development, or demonstration Project, is to increase transportabon knowledge, rather than limit the benefits of the Project to participants in the Project Therefore, unless FTA and the State determine otherwise, the Subraciplent of financial assistance to support a research, development, demonstration, or a special studies (planning) Project agrees that, in addition to the rights in data and copyrights of th~s agreement, FTA and the State may make available to any FTA recipient, Subrecip~ent, third party contractor, or third party 8 Attachment D subcontractor, e~ther FTA's or the State's license in the copyright to the subject data or a copy of the subiect data If the Project ~s not completed for any reason whatsoever, all data developed under that Project shall become subject data and shall be delivered as the FTA and the State may d~rect Th~s Subsecbon does not apply to adaptations of automatic data processing equipment or programs for the Subrec~p~ent s us whose costs are hnanced w~th Federal funds for capital Proiects E Hold Harmless Except as prohibited or otherwise hm~ted by law, the Subrec~p~ent agrees to indemnify, save, and hold harmless the State and the Federal Government and ~ts officers, agents, and employees acting w~th~n the scope of their official duties against any hab~hty, including costs and expenses, resulting from any w~llful or intenbonal wolabon by the Subrec~p~ent of proprietary rights, copyrights, or right of pnvacy, arising out of the pubhcatlon, translation, reproduction, dehvery, use, or d~spos~bon of any data furmshed under the Project F Restrictions on Access to Patent R~ghts Nothing ~n th~s secbon shall ~mply a hcense to the State and the Federal Government under any patent or be construed to affect the scope of_e~...v, hcense or other right otherwise granted to the Federal Government under any patent G Statutory Requirements to Release Data The Subreciplent understands and agrees that data and informat~on submitted may be required to be made available for d~ssem~nabon under the Texas Pubhc Informatton (Government Code, Chapter 552) or Freedom of Information Act, or other Federal statute(s) In accordance with Implementation instructions contained in 49 C F R §19 36, rewsed March, 2000, to the extent apphcable, and any subsequent applicable State or Federal requirements that may be promulgated Section 12 Use of Real Property, Equipment, and Supplies Unless otherwise approved by FTA, the Subraclplent agrees to comply with the following requirements with respect to real property, equipment, and supplies A Use of Property The Subreclplent agrees to use Project real property, equipment, and supplies for appropriate Project purposes (which may include joint development purposes that generate program income, both during and after the award period used to support transit actiwbes) for the duration of the useful life of that property, as required by FTA Should the Subreciplent unreasonably delay or fail to use Project property during the useful life of that property, the Subraciplent agrees that it may be required to return the entire amount of the Federal assistance expended on that property The Subracipient further agrees to notify FTA ~mmedlataly when any Project property is w~thdrawn from Project use or when Project property Is used in a manner substantially d~fferant from the representabons made in the Application or the Project Descnpt~on for the Grant Agreement B General Federal Requirements A Subreclplent that is a State, a local government, or an indian tribal government agrees to comply with property management standards of 49 C F R §§18 31 through 18 34, including any amendments thereto, and other apphcable guidelines or regulations the Federal Government may issue A 8ubraclplent that is an Institut~on of higher education, or a private nonprofit 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 Any exception to the requirements of 49 C F R §§18 31 through 18 34, and to 49 C F R §§19 30 through 19 37, requires the express approval of the State and Federal Government A Subraclplent that is a for-profit organization agrees to comply w~th property management standards satisfactory to FTA Nevertheless, FTA has established specific reimbursement requirements for premature dispositions of certain Project equipment (i e, when Project equipment is withdrawn from appropriate use before the expiration of the equipment's useful life estabhshed by FTA) C 53~10 Program The Subraclplent, where practical, shall make available the vehicle purchased under this program to provide transportation to other elderly persons and persons with disabilities beyond the Subreclpient's own clients when not being used for grant-related purposes According to FTA C 9070 f E, the ReolplentJSubreclplent shall also provide transportation to the general public on an Incidental basis if such service does not interfere with transportation services for the general elderly and d~sabled public D Malntananca The Subraclpient agrees to maintain Project real property and equipment in good operating order, in compliance with any guidelines, d~rectives, or regulations the State or FTA may issue E Records The Subreclplent agrees to keep satisfactory records regarding the use of Project real property, equipment, and supplies, and submit to the FTA upon request such informabon as may be required to assure compliance F Encumbrance of Project Property The Subrac~pient agrees to maintain satisfactory continuing control of Project real property or equipment Thus, absent written authonzaflon by FTA permitting otherwise 1 Wrlttan Transacbons The Subreclplent agrees to refrain from executing any transfer of title, lease, hen, pledge, mortgage, encumbrance, third party contract, grant anticipation note, alienation, or any other obligation that in any way would affect the Federal or State interest in any Project real property or equipment 2, Oral Transactions The Subraciplent agrees to refrain from obligating itself m any manner to any third party with respect to Project real property or equipment 9 Attachment D 3 Other Actions The Subrecip~ent agrees to refrain from taking any action that would e~ther adversely affect the Federal or State ~nterest or tmpa~r the Reclplent's continuing control of the use of Project real property or equipment G Transfer of Project Property The Subrec~pmnt understands and agrees as follows 1 Subreclp~ent Request The Subreclplent may transfer assets f~nanced w~th Federal assistance authorized for 49 U S C chapter 53 to a pubhc body to be used for any pubhc purpose w~th no further obligation to the Federal Government, provided the transfer ~s approved by the State and Federal Transit Administrator and conforms w~th the requirements of 49 U S C §§5334(g)(1) and (2) 2 Direction The Subrec~p~ent agrees that the State may d~rect the d~spos~t~on of, and even require the Subrecipmnt to transfer t~tle to, any real property, equipment, or supphes financed w~th Federal assistance 3 Leasing Project Property to Another Pady if the Subrec~plent leases any Project asset to another party, the Subraclplent agrees to retain ownership of the leased asset, and assure that the lessee w~ll use the Project asset appropriately, either through a "Lease and Supervisory Agreement" between the Subraciplent and lessee, or another similar document Upon request, the Subreclplent agrees to prowde a copy of any relevant documents H Disposition of Project Property With prior FTA and State approval, the Subrec~plent may sell, transfer, or lease Project property and use the proceeds to reduce the gross project cost of other eligible capital transit projeCts to the extent permitted by 49 U S C §5334(g)(4) Nevertheless, the Subrac~plent agrees that the State may establish the useful life for Project property, and that the Subraciplent will use Project property continuously and appropriately throughout that useful life 1 Project Property Whose Useful Life Has Expired When the useful life of Project Property has expired, the Subraclplent agrees to comply with FTA's and the State's disposition requirements 2 Project Property Prematurely Withdrawn from Use For property withdrawn from appropriate use before Its useful life has expired, the Subraclplent agrees as follows a) Notification Requirement The Subraclplent agrees to notify the State Immediately when any Project real property, equipment, or supplies are prematurely withdrawn from appropriate use, whether by planned withdrawal, misuse, or casualty loss b) Calculating the Fair Market Value of Prematurely Withdrawn Project Property The Subreclplent agrees that the Federal Government retains a Federal interest In the fair market value of Project property prematurely withdrawn from mass transportation use The amount of the 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 Subreciplent agrees that the fair market value of property prematurely withdrawn from use will be calculated as follows 1) Equipment and Supplies Unless otherwise determined in writing by the State, fair market value shall be calculated by straight-line depraclat~on of the equipment or supplies, based on the useful life of the equipment or supplies estabhshed or approved by the State 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 fire, casualty, or natural disaster, the fair market value shall be calculated on the basis of the condition of that property Immediately before the fire, casualty, or natural disaster, Irrespective of the extent of Insurance coverage As authorized by 49 C F R §18 32(b), the State may use Its own disposition procedures, provided that those procedures comply with the State's laws 2) Real Property The Subreclplent agrees that the fair market value of real property shall be determined either by competent appraisal based on an appropriate date approved by the Federal Government, as provided by 49 C F R Part 24, or by straight line depreciation, whichever Is greater 3) Exceptional Circumstances The State reserves the right to require the use of another method of determining the fair market value of property In unusual circumstances, the Subrec~plent may request that another reasonable valuation method be used Including, but not limited to, accelerated depreciation, comparable sales, or established market values In determining whether to approve such a request, the State may consider any action taken, omission made, or unfortunate occurrence suffered by the Subreclplent with respect to the preservation or conservahon of Project property withdrawn from appropriate use c) Obligations Unless otherwise approved in writing by the State, the Subreciplent is required to remit to the State the Federal interest in the fair market value of Project real property, equipment, or supplies prematurely withdrawn from appropriate use In the case of fire, casualty, or natural disaster, the Subraciplent may fulfill Its responsibilities w~th respect to the Federal Interest remaining in the damaged equipment or supplies by either Attachment D 1) Investing an amount equal to the rema~mng Federal ~nterest m hke-k~nd equipment or supphes that are ehg~ble for assistance wlthtn the scope of the Project that prowded financial assistance for the damaged equipment or supphes, or 2) Returning an amount equal to the remaining Federal ~nterest ~n the damaged properly I M~sused or Damaged Project Property if any damage to Project real property, equipment, or supphes results from abuse or m~suse of that property occurnng w~th the Subrec~p~ent's knowledge and consent, the Subrec~pient agrees to restore that real property or equipment to ~ts original cond~bon or refund the value of the Federal interest in the damaged property, as the State may require J Obhgations After Project Close-out A Subrecipient that ~s a State, local, or Indian tribal government agrees that ProJect close-out w~ll not alter its property management obhgabons and apphcable State and Federal rules and regulabons and other FTA requirements or d~recbves Section 13 Insurance In addition to any other Insurance requirements that may apply ~n connecbon w~th the Project, the Subec~p~ent agrees as follows A Minimum Requirements At a minimum, the Subreclpient agrees to comply with the Insurance requirements normally Imposed by the laws, regulations, and ordinances imposed by ~ts State and local governments For construction and/or repair contracts, the Subrecip~ent shall comply with insurance requirements as establisheq In 49 C F R Part 18 B Flood Hazards To the extent applicable, the Subreclplent agrees to comply with the flood insurance purchase requirements of section 102(a) of the Flood D~saster Protection Act of 1973, 42 U S C §4012a(a), with respect to any Project activity Involving construction or acquislbon hawng an insurable cost of $10,000 or more Section 114 Relocation When relocation of Individuals or businesses is required, the Subrecipient agrees to comply with the following requirements A Relecetlon Protections The Subraolplent agrees to comply with the Uniform Relocation Assistance and Real Property Aoquleltlon Policies Act of 1970, as amended, 42 U S C §§4601 et seq, and U S DOT regulations, "Uniform Relocation and Real Property Acquisition for Federal and Federally Assisted Programs," 49 C F R Part 24, which provide for fair and equitable treatment of persons d~splaced or whose property is acquired as a result of Federal and federally assisted programs These requirements apply to all ~nterests in real property acqulrad for Project purposes regardless of Federal participation in purchases B Nondiscrimination in Housing The Subrec~plent agrees to comply w~th Title VIII of the Civil Rights Act of 1968, 42 U S C §§3601 et seq and Executive Order No 12892, "Leadership and Coord~nabon of Fair Housing In Federal Programs Affirmatively Furthenng Fair Housing," 42 U S C §3608 note, when carrying out Its responsibilities to provide housing used to meet Federal relocation requirements Section 15 Real Property For Projects involving real property, the Subreclptsnt agrees as follows A Land Acquisition The Subraclplent agrees to comply with the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended, 42 U S C §{}4601 et seq, and U S DOT regulabons, "Uniform Relocation and Real Property Acquisition for Federal and Federally Assisted Programs," 49 C F R Part 24 These requirements apply to all Interests in real property acquired for Project purposes regardless of Federal participation in purchases B Covenant Assuring Nondiscrimination The Subreciptsnt agrees to include a covenant In the title of the real property to assure nondiscrimination during the useful life of the Project C Recording Title to Real Property To the extent required by the State and FTA, the Subreclplent agrees to rec~ord the State and Federal Interest In the title of real property D Approval of Changes in Real Property Ownership The Subracipient agrees that it witl not d~spose of, modify the use of, or change the terms of the real property fltts, or other interest m the s~te and faclllbes w~thout permission and instructions from the State Section '16.. Construction For actlwties Involving construction, the Subreclplent agrees as follows A Drafting, Review, and Approval of Construction Plans and Spec~flcabons To the extent required by the State, the Subraclplent agrees to comply with State requests pertaining to the drafting, rewew, and approval of construotion plans and specifications B Supervision of Construction The Subraciplent agrees to prowde and maintain competent and adequate engineering supervision at the construction site to ensure that the complete work conforms to the approved plans and speclficabons Attachment D C Construcbon Reports The Subreclptent agrees to prowde progress reports and such other ~nformat~on as may be required by the State D Project Management for Major Capital Projects The Subrec~p~ent agrees to comply w~th FTA regulabons, "Project Management Oversight," 49 C F R Part 633, and any rews~on thereto, apphcable to a Major Capital Project E Seismic Safety The Subrectplent agrees to comply with the U S DOT regulations at 49 C F R Part 41, Execubve Order No 12699, "Seismic Safety of Federal and Federally-Assisted or Regulated New Buddtng Construction," 42 U S C {}7704 note, pursuant to the Earthquake Hazards Reducbon Act of 1977, as amended, 42 U S C §§7701 et seq, pertaining to se~smtc safety ~n DOT asststed construction projects (specifically, 49 C F R §41 117), and w~th any ~mplementmg guidelines FTA may issue Section 17 Employee Protections A Construction Actiwt~es The Subrecipient agrees to comply, and assures the comphance of each contractor to any tier, with the following employee protecbon requirements for construcbon employees I Davis-Bacon Act. as amended, 40 U S C §§276a - 276a(7), FTA's enabhng leg~slabon requ~ring compliance with the Davis-Bacon Act, at 49 U S C §5333(a), and U S DOL regulations, "Labor Standards Provisions Applicable to Contracts Govermng Federally F~nanced and Assisted Construcbon (also Labor Standards Provisions Applicable to Nonconstrucbon 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, parbculady with the requ~raments of secbon 102 of the Act, 40 U S C §§327 - 332, and U S DOL regulations. "Labor Standards Provisions Applicable to Contracts Governing Federally Financed and Assisted Construction (also Labor Standards Provisions Applicable to Nonconstructlon Contracts Subject to the Contract Work Hours and Safety Standards Act)." 29 C F R Part 5, and with section 107 of the Act, 40 U S C §333, and U S DO[. regulations. "Safety and Health Regulations for Construction," 29 C F R Part 1926, and 3 Copeland "Anti-Kickback" Act, as amended, 18 U S C §874 and 40 U S C §276c, and U S DOL regulations, "Contractors and Subcontractors on Public Building or Pubhc Work F~nanced 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 Subracipient agrees to comply, and assures the compliance of contractors at any tier, with any applicable employee protecbon requirements for nonconstructlon employees of section 102 of the Contract Work Hours and Safety Standards Act, as amended, 40 U S C §§327 - 332, and U S DOL regulations, "[.abor Standards Provisions Appliceble to Contracts Governing Federally Financed and Assisted Construction (also Labor Standards Provisions Apphcable to Nonconstruct~on Contracts Subject to the Contract Work Hours and Safety Standards Act)," 29 C F R Part 5 C State and Local Government Employees The Subreciplent agrees that the minimum wage and overbme provisions of the Fair Labor Standards Act, as amended, 29 U S C §§206 and 207, apply to employees performing Project work Involving commeme, and apply to any State or local government employees that are public transit authority employees Thus, the Subrecipient, agrees to comply with the Fair Labor Standards Act's minimum wage and overtime requirements for employees performing Project work D Transit Employee Protective Arrangements If transit employee protective arrangements required by U S DOL apply to transit operations performed In connecbon with the Project, the Subraciplent agrees to comply with the applicable requirements for its Project as follows I Standard Transit Employee Protective Arrangements To the extent that the Project Involves transit operations, the Subraclplent agrees to implement the Project in compliance with terms and cond~tions the U S Secretary of Labor has determined to be fair and equitsbie to protect the Interests of any employees affected by the Project and that meet the requirements of 49 U S C §5333(b), and of the 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 protecbve arrangements to FTA The Subreciplent agrees to Implement 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 The requirements of th~s paragraph do not apply to Projects for the eldedy and persons with disabilities that are authorized by 49 U S C §5310(a)(2) or to Projects for nonurbanlzed areas that are authorized by 49 U S C §5311, separate requirements for those Projects are contained in Subsections 17 D(2) and 17 D(3) of th~s Agreement 2 Transit Employee Protective Arrangements for Projects for Elderly and Persons w~th Disabilit~es Authorized by 49 U S C §5310(a)(2) To the extent that the U S Secretary of Transportabon 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 Subracipient under the Project, the Subreciplent agrees to carry out the Project in compliance w~th the terms and conditions determined by the Secretary of Labor necessary to meet the requirements of 49 U S C §5333(b), and the 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 protecbve arrangements 12 Attachment O to FTA The Subrac~p~ent agrees to implement the Project ~n compliance wtth the cond~bons stated ~n that U S DOL certification That U S DOL certification and any documents c~ted there~n are ~ncorporated by reference and made part of th~s Agreement 3 Transit Employee Protecbve Arrangements for Proiects in Nonurbamzed Areas Authorized by 49 U S C §5311 The Subrec~p~ent agrees to comply with the terms and condlbons of the Spectal Warranty for the Nonurbanized Area Program agreed to by the Secretanes of Transportabon and Labor, dated May 31, 1979, U S DOL ~mplementing procedures, and any rews~ons thereto Section 18 Environmental Requirements The Subrec~p~ent recognizes that many Federal and State laws ~mpos~ng enwronmental 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 seq, the Clean A~r Act, as amended, 42 U S C §§7401 et seq and scattered sections of 29 U S C, the Federal Water Pollut~ontrol Act, as amended, 33 U S C §§1251 et seq, the Resource Conservation and Recovery Act, as amended, 42-LT'S C §§6901 et seq, and the Comprehensive Environmental Response, Compensation, and Liability Act, as amended, 42 U S C §§9601 et seq The Subreclplent also recognizes that U S EPA, FHWA and other Federal agencies have issued, and in the future are expected to issue, regulations, guidelines, standards, orders, d~rect~ves, or other requirements that may affect the Project Thus, the Subra¢lplent agrees to comply, and assures the compliance of each Subreciplent and each contractor, with any such Federal requlraments as the Federal Government may now or in the future promulgate Listed below are requirements of particular concern to FTA and the Recipient The Subrecipient agrees that those laws and regulations do not constitute the Reclplent's entire obligation to meet all Federal environmental and resource conservabon requirements A Use of Public Lands The Subreclplent 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 FTA makes the specific findings required by 49 U S C §303 B Coastal Zone Management The Subraclplent agrees to assure Project consistency with the approved State management program developed under the Coastal Zone Management Act of 1972, as amended, 16 U S C §§1451 et seq C Environmental Justice The Subreciplent agrees to comply w~th the pohcies of Executive Order No 12898, "Federal Actions to Address Environmental Justice in M~nonty Populabons and Low-income Populabons," 42 U S C §4321 note Section 19 Energy Conservation The Subrecipient agrees to comply with the mandatory energy efficiency standards and policies within the apphcable State energy conservation plans issued in compliance with the Energy Pohcy and Conservation Act, 42 U S C §§6321 et seq ~ State Management and Monitoring Systems The Subraciplent agrees to comply with applicable requirements of joint FHWA/FTA regulabons, "Management and Monitoring Systems," 23 C F R Parts 500 and 49 C F R Part 614, to the extent applicable ~ Not Applicable ~ Not Applicable ~ Metric System As required by U S DOT or FTA, the Subreclplent agrees to use the metric system of measurement ~n ~ts Project activities, pursuant to the Metric Conversion Act, as amended by the Omnibus Trade and Competitiveness Act, 15 U S C §§205a et seq,, Executive Order No 12770, "Metric Usage in Federal Government Programs," 15 U S C §205a note, and other U S DOT or FTA regulations, guidelines, and policies To the extent practicable and feasible, the Subreciplent agrees to accept products and services with dimensions expressed ~n the metnc system of measurement ~ Substance Abuse A Drug Abuse The Subraclplent agrees 1 The Subreclplent agrees to comply w~th U S DOT regulations, "Drug-Free Workplace Requirements (Grants)," 49 C F R Part 29, Subpart F, as modified by 41 U S C §§702 et seq 2 To the extent apphceble, the Subreclpient agrees to comply with FTA regulations, "Preventton of Prohibited Drug Use ~n Transit Operations," 49 C F R Part 653, including subsequent FTA regulations when promulgated, and any guidance on the drug abuse prowsions of 49 U S C §5331 that FTA or U S DOT may issue B Alcohol Abuse To the extent applicable, the Subrec~pient agrees to comply w~th FTA regulations, "Prevention of Alcohol Misuse in Transit Operations," 49 C F R Part 654, including subsequent FTA regulations when ! 3 Attachment D promulgated, and any guidance on the alcohol abuse provisions of 49 U S C {}5331 that FTA or U S DOT may ~ssue Section 25 State Safety Oversight of Rail Fixed Guldeway Public Systems To the extent apphcable, the Subrec~plent agrees to comply with 49 U S C §5330, and FTA regulabons, "Rail F~xed Gu~deway Systems, State Safety Oversight," 49 C F R Part 659, and any guidance that FTA or U S DOT may ~ssue to ~mplement 49 U S,C §5330 Section 26 Seat Belt Use Pursuant to Executive Order No 13043, April 16, 1997, 23 U S C §402, the Subrec~p[ent ~s encouraged to adopt on-the- job seat belt use policies and programs for ~ts employees when operabng company-owned, rented, or personally-operated vehicles and ~nclude this prowsion in third party contracts, entered ~nto under th~s Project Section 27 Special Requirements for Urbanized Area Formula Projects 'l'he following requirements apply to all Projects financed with Federal assistance authorized for 49 U S C §5307 A Fares and Services Before raising fares or instituting a major reduction of service, the Subrecipient agrees to use its established administrative process to solicit and consider public comment B Audit~Requlraments The Subreclpient agrees that the State or Federal Government may conduct or require the Subreciptsnt 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 Subraclplent agrees that the fares or rates charged the elderly and persons with disablllttss during nonpeak hours for transportation using or involving Project facilities and equipment will not I exceed one-half of the rates that generally apply to other persons at peak hours, whether the operation of such, facilities and equipment is by the 8ubraclplent or another entity under lease or otherwise The Subreciplent 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 Security Act, 42 U S C §§401 et seq, and 42 U S C §§1395 et seq D Procurement of an Associated Capital Maintenance Product in accordance with the terms of 49 U S C §5326(d), the Subreclplent may, without prior Federal approval, procure an eligible associated capital mai tenance product by contract directly with the origina supplier or manufacturer of the item to be replaced, pro~ded that the Recipient (1) first certifies in writing that such manufacturer or supplier is the on y source of that ~tem and the price of that item is no higher than the price paid for that item by like customers, and (2) compiles with applicable Buy America statutory and regulatory requirements E Transit Security Each fiscal year, the Subraclplent agrees to spend at least one (1) percent of its funds authorized by 49 U $ C §5307 for transit security Projects, unless the Subreclpient has certified to FTA that such expenditures are not necessary F Restrictions on the Use of Formula Assistance for Operahons A Subreciplent permitted to use Federal assistance authorized for 49 U S C §5307 to support operations agrees as follows 1 To comply with the restrictions of 49 U S C §§5307(b)(1) end 5307(f) In using urbanized area formula funds for operating assistance, unless permitted otherwise by FTA 2 Financial assistance authorized by 49 U 8 C §5307 may be applied to the Net Project Cost of the Subraclplent's operating expenses Incurred during the Project time period set forth in the Approved Project Budget and, with FTA approval, may be extended to a later date to the extent permitted by law, iprovided that the applicable operating assistance Ilmltstion is not exceeded G Reporting Requirements For each fiscal year, the Subreciplent agrees to conform, and assures that any transit operator to which the Subraclpient 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 Criminal Sanctions The criminal sanctions of 49 U S C §1001 apply to any submission or certificate provided for the Urbanized Area Formula Program authorized by 49 U 8 C §5307 Section 28 Not Applicable ~ Special Requirements for Job Access and Reverse Commute Grant Projects The Subrecipient agrees to comply with following requirements ~n admlmstering Projects financed w~th Federal assistance authorized for section 3037 of TEA-21, 49 U S C §5309 note A General Requirements The Subreciplent agrees to comply w~th any applicable Federal requirements or guidance that may be Issued to Implement the Job Access and Reverse Commute Grant Program, authorized by section 3037 of TEA 21, 49 U S C §5309 note 14 Attachment D B Restrictions on the Use of Grant Funds The Subrec~pient agrees that ~t w~ll not use any grant funds awarded for Section 3037 Projects to support the costs of planning or coord~nabon acbwbes, in compliance with section 3037(e) of TEA-21,49 U S C §5309 note Section 30 Special Requirements for Over-the-Road Bus Accessibility Projects The Subrec~ptent agrees to comply with following requirements ~n administering Projects financed with Federal assistance authorized for section 3038 of TEA-21, 49 U S C {}5310 note A General Requirements The Subreciplent agrees to comply with any apphcable Federal requirements or guidance that may be ~ssued to implement the Over-the-Road Bus Access~blhty Program authorized by section 3038 of TEA-21, 49 U S C §5310 B Special Requirements The Subreciplent agrees to comply with U S DOT regulabons, "Transportabon SerVices for Individuals with Disabilities (ADA)," 49 C F R Part 37, Subpart H, "Over-the-Road Buses," and jmntlU S Architectural and Transportation Barriers Compliance Board/U S DQT. regulahons, "Americans W~th Disabilities (ADA) Accessibility Specifications for Transportation Vehicles," 3~'~'F R Part 1192 and 49 C F R Part~ 38 C FTA Notice The provisions of FTA Notice, "Over-the-Road Bus Access~bihty Program Grants," 65 Fed Reg 2772-2786 (January 18, 2000), and any subsequent revision thereto, supersede confl~ct[ng provis~ons of th~s Agreement ~ Disputes, Breeches, Defaults, or Other Litigation The Subreciplerlt agrees that the State and FTA has a vested interest in the settlement of any dispute, breach, default, or litigation involving the Project Aocordingly A Notification ,The Subreclplent agrees to notify the State of any current or prospective major d~sputa, breach, default, or litigation, that may affect the State or Federal Government's interests in the Project or the administration or enforcement of laws or regulations If the Subreclplent seeks to name the State or the Federal Government as a party to litigation for any reason, In any forum, the Subreclplent agrees to inform the State 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 awarded for the Project, of proceeds derived from any third party recovery, except that the Subreclplent may return any Ilquldatad damages recovered to its Project Account in I~eu of returning the Federal share to the Federal Government (~ Enforcement The Subreclplent agrees to pursue all legal rights w~thin any third party contract D State and FTA Concurrence The State and FTA reserve the right to concur in any compromise or settlement of any claim involving the Project and the Subreclplent ! 5 Attachment D