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2000-365S \Our Docuraents\Ordmanees\OO~Pubh¢ Transportation Ordinance doc OROINANCE NO AN ORDINANCE AUTHORIZING THE CITY MANAGER TO MAKE AN APPnCATION WITH AND THEN TO EXECUTE A PUBLIC TRANSPORTATION AGREEMENT AND SUBSEQUENT AMENDMENTS WITH THE TEXAS DEPARTMENT OF TRANSPORTATION FOR FUNDING PUBLIC TRANSPORTATION, AND PROVIDING AN EFFECTIVE DATE WHEREAS, the Umted States Secretary of Transportataon ~s anthonzed to award grants for a mass transportatmn program of projects and budget, and WHEREAS, the State of Texas is authorized under Tex Trans Code ch 455, to ass]st the City in procunng federal md for the propose of estabhshmg and maantmn]ng pubbc and mass transportation projects, and WHEREAS, the City of Denton desires to obtmn public transportation funds f~om the State for the purpose of estabhslung and maintaimng public and mass transportation systems, NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION 1 That the City Manager is authorized to make an apphcat~on with and then execute a Public Transportation Contract, substantaally ~n the form of the attached agreement wluch ~s made a part of fins orchnance for all purposes, and subsequent amendments, on behalf of the Cat3' of Denton, Texas, with the Texas Department of Transportation to aid m the financing of public transportation, and to execute any other cenlficatmns or documents necessary to implement the Contract The City Manager, however, is not authorized to amend this contract by more than the amount authorized by Chapter 10 of the Code of Ordinances of the City of Denton, Texas SECTION 2 That the Cny Manager is hereby authorized to make expen(htures as may be reqmred for the local share of any public transportation costs which may be reqmred under the Contract SECTION 3 That ttus ordinance shall become effective ~mmed~ately upon its passage and approval ~ of~2000 PASSED AND APPROVED this the:..~ day EULINE BROCK, MAYOR ATTEST i JENNIFER WALTERS, CITY SECRETARY APP~[OVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY Page 2 RECIPII~NT City of Denton SERVICE AREA C~ty of Denton PUBLIC TRANSPORTATION (SECTION 5307) GRANT AGREEMENT GRANT AI3REEMENT NO 51118F1007 STATE PROJECT NO URB 0101 (18) STATE 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 City of Denton, hereinafter called the "RECIPIENT" WITNESSETH WHEREAS, the Governor of the State of Texas has designated the Texas Department of Transportation (State) to administer a statewlde Public Transportation Grant Program, and to provide state funds to match federal funds, and, WHEREAS, Transportation Code, Chapter 455, authortzes the State to assist the Rectp~ent in procunng md for the purpose of establishing and mamtmmng public and mass transportation projects and to admlntster funds appropriated for pubhc transportation under Transportation Code, Chapter 456, and, WHEREAS, the Recipient has submitted an apphcat~on for f~nanc~al assistance for a urban public transportation project generally including trmnmg, techmcal assistance, research, or support services related to pubhc transportation ~n urbanized areas, and the State approved the apphcatton, and, NOW, THEREFORE, m consideration of the premises and of the mutual covenants hereinafter set forth, the State and the Recipient hereto agree as follows AGREEMENT ARTICLE 1. GRANT PERIOD Th~s Grant Agreement becomes effective when fully executed by both parties or on September 1, 2000, whichever is later, and shall terminate August 31,200 ! unless terminated or otherwise modd~ed as hereinafter provided ARTICLE 2. PROJECT DESCRIPTION The Recipient shall commence, carry out and complete a public transportation project described in Attachment A, Approved ProJect Description, with all practicable dispatch, in a sound, economical and efficient manner in accordance with the provisions of Attachment A, Approved Project Description, this grant agreement, federal and state law, and federal and state regulataon as heremafter referenced ARTICLE 3. COMPENSATION A The maximum amount payable under this grant agreement without modification is $203,850 00 provided that expenditures are made in accordance with the amounts and for the purposes authorized in Attachment B, Approved Project Budget B The State's reimbursement to the Subreclplent is contingent upon the avaflablhty of appropriated funds The State shall have no liability for any claim submitted by the Subreclplent or its subcontractors, vendors, manufacturers or suppliers if sufficient federal or state funds are not available to pay the Subreclpient's claims C To be ehgthle for reimbursement under this grant agreement, a cost must be incurred w~thln the grant agreement period specified in Article 1, Grant Period, and be authorized in Attachment B, Approved Project Budget D. Reserved E Reimbursement of costs incurred under this grant agreement is further governed by cost principles outhned in applicable Federal Office of Management and Budget (OMB) pubhcatlons as follows · OMB Clmular A-21, Cost Principles for Educational Institutions · OMB Clmular A-87, Cost Principles for State and Local Governments · OMB Clmular A-122, Cost Principles for Nonprofit Organizations F Costs clmmed by the Subreclplent shall be actual net costs, that IS, the price paid minus any refunds, rebates or other items of value received by the Subreclprent that have the effect of reducing the cost actually incurred G. The Subrec~p~ent may submit requests for reimbursement to the State no more frequently than monthly using ~nvolce statements acceptable to the State Requests for reimbursement must be furnished to the State within forty-five (45) days of the end of the month dunng which the costs were incurred Additional documentation to support any cost incurred during the billing period may be required at the discret~on of the State As a minimum, each billing must be accompanied by a summary by budget hne item which indicates the total amount authorized for each line item, previous expenditures, current period expenditures and the balance remaining in the line item ARTICLE 3. COMPENSATION (cont.) H The original and one copy of the invoice is to be submitted to the following address Jay Nelson D~stnct Engineer Texas Department of Transportation P O Box 133067 Dallas, Texas 75313-3067 I. The State wall make payment w~th~n thirty (30) days of the receipt of properly prepared requests for reimbursement J The Subrec~p~ent w~ll submit a final bllhng within forty-five (45) days of the completion or termlnatmn of the grant agreement in accordance with Artmle 1, Grant Period K The Subrec~p~ent shall pay all subcontractors for work performed w~thln 10 days after the Subrec~p~ent receives payment for the work performed by the subcontractor Also, any retmned momes on a subcontractor's work shall be paid to the subcontractor w~thm 10 days after the Subreclp~ent receives any retalnage payment The above reqmrements are also apphcable to all sub-tier subcontractors and the above provisions shall be made a part of all Subreciplent agreements Failure to comply with any of the above requirements may cause withholding of payments to the Subreciplent ARTICLE 4 AMENDMENTS Except as noted below, changes in the scope, objectives, cost or duration of the project authorized here~n shall be enacted by wmten amendment approved by the parties hereto before additional work may be performed or additional costs incurred Any amendment so approved must be executed by both parties w~thln the grant period specified In Article 1, Grant Period The Recipient ~s authorized to re-budget without a formal amendment when the proposed reWSlOn involves an increase ~n one category and a corresponding decrease m another, provided however, that any such revision meets all of the following criteria 1 Does not result ~n the need for additional funds, and, 2 Does not exceed ten percent of the current total approved budget and the federal and state funding exceeds $100,000, and, 3 Does not ~nvolve a transfer of funds from an authorized capital eqmpment purchase to another category, and 4 Does not ~nvolve a transfer of funds from traimng to another expense category, and 5 Does not ~nvolve a transfer of funds from construction to a non-construction category, 6 Does not ~nvolve a transfer of funds from a direct to xndlrect cost category 3 ARTICLE 4. AMENDMENTS (cont) If a proposed revision meets all of the criteria listed above, the Recipient must notify the State m writing before the revision is made, describing the revls~on, expla~mng the need, and certifying that it comphes with the above criteria ARTICLE 5. SUBCONTRACTS The Recipient shall not enter into any subcontract with md~wduals or organizations to prowde professional services without prior authorization and consent to the subcontract by the State Subcontracts ~n excess of $25,000 shall contain all required prowslons of th~s Grant Agreement No subcontract will relieve the Recipient of ~ts responsibility under th~s Grant Agreement The Rec~pient shall not enter into any agreement for the purchase of eqmpment w~thout prior authorization and consent to the purchase agreement by the State ARTICLE 6 RETENTION OF RECORDS A The Recipient agrees to maintain all documents, reports, papers, accounting records, and other evidence pertaining to costs ~ncurred under th~s agreement (the Records) at its off~ce during the grant per~od and for four years from the date of final payment under the grant Such records shall be made available during the specified per~od for ~nspect~on by the State, the U S Department of Transportation, the Office of the Inspector General, and any of their anthor~zed representatives for the purpose of making audits, examinations, excerpts, and transcriptions Records for nonexpendable property acqmred w~th Federal or State funds shall be retmned for four years after f~nal dispos~t~on of the property B If any ht~gat~on, clmm or audit ~s started before the expiration of the four year retention per~od, the Records shall be retained until all ht~gat~on, claim or audit f~ndmg mvolwng the Records have been resolved C When records are transferred to or malnta~ned by the federal or state sponsoring agency, the four year retention reqmrement ~s not apphcable to the Recipient D. The Recipient further agrees to include these prows~on~ m each subcontract ARTICLE 7 SINGLE AUDIT REQUIREMENTS Recipient audit procedures shall meet or exceed the s~ngle audit reqmrements outhned ~n Off~ce of Management and Budget (OMB) pubhcat~ons as follows OMB Circular A-87 - Cost Principles for State, Local, and Indian Tribal Governments OMB C~rcular A-133 - Audits of States, Local Governments, and Non-Profit Orgamzat~ons ARTICLE 8 FINANCIAL MANAGEMENT SYSTEM The Rec~plent's financial management system shall meet or exceed the reqmrements of the "Umform Admmlstratlve Requirements for Grant~ and Cooperative Agreements to State and Local Governments" (49 CFR Part 18 20) Those requirements ~nclude, but are not hm~ted to 4 ARTICLE 8. FINANCIAL MANAGEMENT SYSTEM (cont.) A Accurate, current and complete disclosure of the financial results of each grant program in accordance with State and Federal reporting requirements B. Records which adequately identify the source and application of funds for grant- supported actlvitzes These records shall contain reformation pertaining to grant awards and authorization, obhgatlons, commitments, assets, liabilities, outlays and income C Effective control over and accountability for all funds, property and other assets The Recipient shall adequately safeguard all such assets and shall assure that they are used solely for authorized purposes D Comparison of actual w~th budgeted amounts for each Grant Agreement, and relation of financial information to performance or productivity data, including the production of unit cost information, whenever appropriate and required by the State E Procedures for determining the eligibility for reimbursement and proper allocation of costs F Accounting records which are supported by source documentation G. A systematic method to assure timely and appropriate resolution of audit findings and recommendations ARTICLE 9 PROCUREMENT STANDARDS Recipient procurement standards shall meet or exceed the requirements of the "Uniform Admimstrative Requirements for Grants and Cooperative Agreements to State and Local Governments" (49 CFR Part 18 36), and FTA Circular 4220 ID, including standards for competitive procurements, methods of procurement, contracting with small and minority firms, women's business enterprise and labor surplus area firms, contract cost and price, awarding agency review, insurance and bonding The Recipient's procurement system must include but not be limited to the following procurement standards A. Procurement procedures which reflect applicable state and local laws and regulations, provided that the procurements conform to applicable federal law and the standards identified in this section B. A contract administration system which ensures that subcontractors perform in accordance with the terms, conditions, and specifications of their contracts or purchase orders C. A written code of standards of conduct governing the pel'formance of employees engaged in the award and administration of contracts No employee, officer, or agency of the Recipient shall participate in selection or in the award or administration of a contract supported by state or federal funds if a conflict of interest, real or apparent, would be involved D. A process for review of proposed procurements to avoid purchase of unnecessary or duplicative items ARTICLE 9 PROCUREMENT STANDARDS (cont) E. Use of state and local intergovernmental agreements for procurement or use of common goods and services to foster greater economy and efficiency F. Use of value engmeenng clauses in contracts for construction projects G. Awards made only to responsible contractors possessing the ability to perform successfully under the terms and conditions of a proposed procurement, giving consideration to such matters as Recipient integrity, comphance with pubhc policy, record of past performance, and financial and technical resources H Records sufficient to detml the significant history of a procurement, ~ncludmg rationale for the method of procurement, selection of contract type, Rec~pient select~on or rejection, and the basis for the contract price I Limited use of time-and-materials contracts J Use of good administrative practme and sound business judgment to settle contractual and administrative issues arising out of procurements K Protest procedures to handle and resolve disputes relating to procurements and prompt disclosure to the State of information regarding the protest L. Procurement transactions conducted ~n a manner that prowdes full and open competition ARTICLE 10 REAL PROPERTY MANAGEMENT The Recipient will comply w~th management standards set forth ~n the "Uniform Admmistrat~ve Requirements for Grants and Cooperative Agreements to State and Local Governments" (49 CFR Part 18 31) ~n the acqmsttmn, use, and disposition of real property acquired under the grant The State must concur ~n the award of all purchase orders for nonexpendable personal property as defined ~n 49 CFR Part 18 31 ARTICLE 11. EQUIPMENT MANAGEMENT A. The Recipient will comply w~th State management standards and w~th management standards specified in the "Uniform Adm~mstrat~ve Reqmrements for Grants and Cooperative Agreements to State and Local Governments" (49 CFR Part 18 32) in the control, use, and disposition of eqmpment acqmred under th~s grant Management standards include 1 Mmntmn equipment records that ~nclude a descnpnon of the equipment, a serial number or other identification number, the source of equipment, who holds title, the acquisition date and cost of the equipment, percentage of federal and state participation in the cost of the equipment, the location, use and condition of the equipment, maintenance history for each vehicle, and ultimate dispos~t~on data including the date of disposal and sale price 2. Conduct a physical inventory of the eqmpment at least once every two years and reconcile the inventory with eqmpment records described ~n the preceding paragraph ARTICLE 11. EQUIPMENT MANAGEMENT (cont) 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 m good condition At a mlmmum, the Recipient shall follow the vehicle maintenance schedule recommended by the manufacturer, showing the date the maintenance was performed Mmntenance records shall be provided to the State upon request 5 Request dlspositmn instructions from the State, and if authorized to sell the equipment, use proper sales procedures to insure the highest possible return B. The Recipient will comply with Title 43, Texas Admmtstrattve Code, §31 53, to protect the public investment m real property and eqmpment purchased m whole or m part w~th state or federal funds C In the event that project eqmpment ~s not used m the proper manner or ~s withdrawn from pubhc transportatmn serwces, the Recipient shall immedmtely notify the State The State reserves the right to direct the sale or transfer of property acqmred under this Grant Agreement upon determination by the State that smd property has not been fully or properly used D When original or replacement equipment acquired under a grant ts no longer needed for the original project or program or for other acttwt~es currently or previously supported by a federal or state agency, the Recipient shall contact the State to request authority to dispose of the equipment, and the State shall issue d~sposltmn mstmctmns m accordance w~th 49 CFR 18 32 E All vehicles purchased under th~s Grant Agreement shall comply wtth the Motor Vehicle Safety Standards established by the U S Department of Transportatmn F All vehicles purchased under this Grant Agreement shall comply w~th all federal motor vehicle anti-pollution requirements G. All vehicles purchased under th~s Grant Agreement shall comply wtth the bus testing requirements set forth at 49 USC 5323(c) and 49 CFR 665 H The Recipient shall not execute any lease, pledge, mortgage, hen or other contract touching or affecting the Federal or State ~nterest m any project facility or eqmpment, nor shall the Recipient by any act or omlssmn of any kind adversely affect the Federal or State ~nterest or lmpmr its cont~nmng control over the use of project facihnes or eqmpment I The Recipient shall comply with requirements set forth at 49 USC 5323(1) and 49 CFR 663 regarding pre-award and post-delivery audit reqmrements ARTICLE 12. VEHICLE INSURANCE REQUIREMENTS The Recipient shall mmntain at least the minimum insurance coverage on all vehicles and other non-expendable personal property as reqmred by the ~nsurance regulations of the State of Texas ARTICLE 13. BUY AMERICA The Recipient agrees to comply with apphcable Buy America requirements set forth in 49 U S C 5323(3) and 49 CFR Part 661 ARTICLE 14. CARGO PREFERENCE The Reclptent will comply with the cargo preference requirements set forth in 46 U S C 1241 and Maritime Administration regulations set forth in 46 CFR Part 381 ARTICLE 15. COORDINATION The Recipient will at all times coordinate the provision of public transportation services with other transportation operators, both public and private, m the area The Recipient will furnish the State cop~es of any agreement resulting from such coordination Agreements which authorize the payment of project funds to another entity are subject to the approval requirements described in Article 5, Subcontracts ARTICLE 16. LABOR PROTECTION PROVISIONS A. The Recipient agrees to undertake, carry out and complete the project under the terms and conditions determined by the Secretary of the Umted States Department of Labor to be fair and equitable to protect the interests of employees affected by the project and meeting the requirements of 49 U S C 5333(b) The Recipient shall mamtmn documentation of compliance efforts m accordance with retention and accesslblhty requirements set forth in Article 6, Retention of Records B The Recipient agrees to the comply with apphcable transit employee protective reqmrements as required under the Transit Employee Protective Agreements as set forth under 49 U S C §5310, §5311, and §5333 and 29 CFR Part 215 C. If applicable, the Subreclplent shall comply with the labor protection prows~on attached hereto and labeled Attachment D, Labor Protection ARTICLE 17. CHARTER AND SCHOOL BUS OPERATIONS A Neither the Rec~plent nor any subcontractor acting on ItS behalf shall engage in charter bus operations outside of the geographic area within which ~t prowdes regularly scheduled pubhc transportation service, except as provided under 49 CFR Part 604 9, and regulations pertmnmg to Charter Service Operations set forth at 49 U S C 5323(d) and 49 CFR Part 604 The Recipient shall furnish a copy of any agreement entered into under these regulations to the State no later than seven working days after the agreement ~s s~gned B. Neither the Rec~pient nor any subcontractor acting on ~ts behalf shall engage in school bus operations exclusively for the transportation of students or school personnel m competition w~th private school bus operators, except as provided under 49 U S C 5323(f) and 49 CFR Part 605 The Recipient shall furnish any agreement entered tnto under these regulations to the State no later than seven working days after the agreement is signed ARTICLE 18. MONITORING A. The State will momtor the progress of the project authorized in th~s agreement using appropriate and necessary inspections, including but not hm~ted to periodic reports, physical inspection of project fac~ht~es, telephone conversations, letters, and conferences B. The State shall momtor and conduct f~scal and/or program and~ts of the Recipient and ~ts contractors to verify the extent of services provided under the terms of the Grant Agreement Representatives of the State or Federal government shall have access to project fac~ht~es and records at all reasonable t~mes C. The State and the U S Department of Transportation, and any anthorlzed representative thereof, have the r~ght at all reasonable t~mes to respect or otherwise evaluate the progress of the grant hereunder and the project premises D If any inspection or evaluatmn ~s made on the premises of the Recipient or a subcontractor, the Recipient shall provide and require the subcontractor to provide all reasonable fac~htles and assistance for the safety and convemence of the ~nspectors ~n the performance of their duties All inspections and evaluations shall be performed m such a manner as w~ll not unduly delay the project ARTICLE 19 REPORTS A The Recipient shall submit written or electromc reports at intervals and m a format prescribed by the State 1 Quarterly Operating Report - No later than 15 working days after the end of the quarter for which the report ~s made, the Recipient shall submit an act~wty report to the State At a minimum, the quarterly operating report w~ll include the number of vehicles m operation, total one-way passenger trips, total redes traveled, total expenses, ~ncludmg administrative and operating expenses, revenue, including fares and donations, operating cost per vehicle m~le, operating cost per passenger trip, and number of passengers per m~le traveled The State may require more frequent operating reports for reasons of ~ts own, or ~f the Recipient does not provide the reports in a t~mely manner or if the reports red,cate unfavorable trends 2 Status of Procurements - If the grant includes the purchase of vehicles or other capital eqmpment, the Recipient shall submit a quarterly report consisting of a brief narrative including but not hm~ted to procurement m~lestones, ~ncludmg date of purchase order, vendor name and location, and estimated dehvery date 3 Status of Construction - If the grant includes construction, the Recipient shall submit quarterly narrative reports which include but are not hm~ted to the progress of construction B. Regardless of the type of assistance included m the grant, the Recipient shall promptly adwse the State m writing ff at any t~me the progress of the project will be negatively or positively ~mpacted, including 9 ARTICLE 19. REPORTS (cont.) C. Problems, delays or adverse conditions that will materially affect the Rempient's ability to attmn program objectaves, prevent the meeting of time schedules and goals, or preclude the attainment of project work units by established time periods This disclosure shall be accompanied by a statement of the action taken, or contemplated, by the Recipient and any State assistance needed to resolve the s~tuation D. Favorable developments or events that will enable the Recipient to meet time schedules and goals sooner than anticipated or produce more work units than originally projected E. Every two years, or more frequently when instructed by the State, the Recipient shall conduct a physical inventory of grant-supported property as set forth in Article 11. Equipment Management, and furnish the State a copy of the inventory F The Recipient shall develop performance goals and management objectives in accordance with Title 43, Texas Adrmntstrattve Code, {}31 36 G The Recipient shall mmntmn written maintenance records for each grant-supported vehicle, and shall make such records available to the State upon request As a minimum, the Recipient shall comply with the manufacturer's recommended mmntenance schedule ARTICLE 20 DISPUTES AND REMEDIES A The Recipient shall be responsible for the settlement of all contractual and administrative issues arising out of procurements entered in support of the grant B Any d~spute concerning the work hereunder, additional costs, or any other non- procurement issue shall be submitted for resolution by informal mediation, in accordance with the requirements of the Governmental Dispute Resolution Act, Chapter 2009, Government Code C This agreement shall not be considered as specifying the exclusive remedy for any default, but all remedies existing at law and in equity may be availed of by either party and shall be cumulative ARTICLE 21. TERMINATION A The State may terminate this Grant Agreement at any time before the date of completion whenever it is determined that the Recipient has failed to comply with the conditions of the Grant Agreement The State shall give written notice to the Recipient at least thirty days prior to the effective date of termination and specify the effective date of termination, the reason for the termination, and other termination instructions B. If both parties to this Grant Agreement agree that the continuation of the grant would not produce beneficial results commensurate with the further expenditure of funds, the parties shall agree upon the termination conditions, including the effective date In the event that both parties agree that resumption of the grant is warranted, a new Grant Agreement must be developed and executed by both parties C. Either the State or the Recipient may terrmnate this agreement by giving notice in writing one to the other for reasons of its own and not subject to the approval of the other party In the event of termination for convenience, neither the State nor the Recipient shall be subject to add~tional liability except as otherwise provided in this agreement 10 ARTICLE 21. TERMINATION (cont.) D Upon term~natmn of th~s Grant Agreement, whether for cause or at the convemence of the part~es hereto, t~tle to all property and eqmpment remains w~th the Remp~ent subject to thc obligatmns and cond~tmns set forth ~n th:s Grant Agreement and 49 CFR 18 31 and 18 32, unless the state or federal funding agency :ssuc d~spos~tton instructions to the contrary E In the event of termmat:on, the State may compensate the Rec~ptent for those ehgthle expenses ~ncurred dunng the grant period which are d~rectly attributable to the completed portmn of the grant covered by th~s Grant Agreement, provided that the grant has been completed m accordance w~th the terms of the Grant Agreement The Rec:p:ent shall not recur new obhgatmns for the terminated portmn after the effective date of terra,nat:on F Except w~th respect to defaults of subcontractors, the Rec~ptent shall not be m default by reason of any failure m performance of th~s Grant Agreement m accordance w~th ~ts terms (including any failure by the Recipient to progress m the performance of the work) ff ~uch failure arises out of causes beyond the control and without the default or neghgenc¢ of the Rectptcnt Such causes may include but are not hmtted to acts of God or of the pubhc enemy, acts of the Government m e~ther ~ts soveretgn or contractual capamty, fires, floods, ep~demms, quarantine restnctmns, strikes, freight embargoes, and unusually severe weather In every case, however, the failure to perform must be beyond the control and without the fault or neghgence of the Rec~p:ent ARTICLE 22. NONDISCRIMINATION ON THE BASIS OF DISABILITY The Reclp~ent agrees that no otherwise quabfied person wtth dtsabtbty(s) shall, solely by reason of Ins/her d~sab~hty, be excluded from partlc~patmn m, be demed the benefits of, or otherwise be subject to dtscnmtnat~on under the project The Recipient shall tnsure that all fixed fac~hty construcnon or alteration and all new eqmpment ~ncluded in the project comply w~th apphcable mgulattons set forth at 49 CFR 27, Nondtscnm~nat~on on the Bas~s of Handicap ~n Programs and Activities Recetwng or Benefiting from Federal F~nanctal Assistance, and the Americans w~th D~sabtbt~es Act ARTICLE 23. DISADVANTAGED BUSINESS ENTERPRISE PROGRAM REQUIREMENTS It ~s the pohcy of the Umted States Department of Transportation (USDOT) that Dtsadvantaged Bustness Enterprises (DBE) as defined ~n 49 CFR Part 26 shall have the opportumty to participate m the performance of contracts financed in whole or ~n part w~th Federal funds Consequently, the DBE and the Department DBE Program requirements of 49 CFR Part 26 apply to this grant agreement as follows 1 The Subrec~p~ent and any subcontractor will offer DBEs, as defined ~n 49 CFR Part 26 Subpart A, the opportumty to compete fatfly for contracts and subcontracts financed ~n whole or m part w~th Federal funds In th~s regard, the Subrectplent shall make a good froth effort to meet the DBE goal for thts grant agreement 2 The Subremp~ent and any subcontractor shall not dtscnmmate on the bas~s of race, color, national orlg~n or sex ~n the award and performance of contracts funded ~n whole or tn part wtth Federal funds The Subrec~ptent and any subcontractor shall carry out 11 ARTICLE 23. DISADVANTAGED BUSINESS ENTERPRISE PROGRAM REQUIREMENTS (cont.) applicable rcqmrements of 49 CFR Part 26 m the award and administration of USDOT assisted contracts 3. These reqmrements shall be physically included m any subcontract 4. The percentage goal for Disadvantaged Business Enterprise participation m the activities to be performed under this grant agreement is a minimum of 3% of the Contract dollars available for contracting opportunities as set forth in 49 CFR Part 26 5. Failure to carry out the requirements set forth above shall constitute a material breach of this grant agreement and, after the notification of the State, may result m termination of the grant agreement by the State or other such remedy as the State deems appropriate ARTICLE 24. EQUAL EMPLOYMENT OPPORTUNITY The Recipient agrees to comply with Executive Order 11246 titled "Equal Employment Opportunity" as amended by Executive Order 11375 and as supplemented in Department of Labor Regulations 41 CFR Part 60 ARTICLE 25 AFFIRMATIVE ACTION The Recipient warrants that affirmative action programs as required by the roles and regulations of the Secretary of Labor 41 CFR 60-1 and 60-2 have been developed and are on file ARTICLE 26. CLEAN AIR AND WATER If the Grant Agreement exceeds $100,000, the Recipient will comply with all applicable standards, orders or requirements issued under Section 306 of the Clean Air Act (42 U S C 7401 et seq ), Section 508 of the Clean Water Act (33 U S C 1368), Executive Order 11738, and Environmental Protection Agency regulations (40 CFR, Part 15) The Recipient further agrees to report violations to the State ARTICLE 27. ENERGY EFFICIENCY The Recipient will recogmze standards and policies relating to energy efficiency which may be contained m a State energy conservation plan issued in compliance with the Energy Pohcy,and Conservation Act (P L 94-163) ARTICLE 28. SUBSTANCE ABUSE A The Recipient agrees to establish and implement a drug and alcohol testing program that complies with 49 CFR Parts 653 and 654, produce any documentation necessary to establish its comphance with Parts 653 and 654, and permit any authorized representative of the U S Department of Transportation or the State to ~nspect the facilities, testing process, and records associated with the implementation of the drug and alcohol testing program as required under 49 CFR Parts 653 and 654 B. The Recipient will certify compliance with 49 CFR Parts 653 and 654 on or before September 1 of each year 12 ARTICLE 28. SUBSTANCE ABUSE (cont.) C. The Remplent will submit a copy of the required Management Information System (MIS) reports on or before March 15 each year ARTICLE 29. FEDERAL PRIVACY ACT A. The Recipient will comply with and assures the compliance of its employees with the information restrictions and other applicable requirements of the Privacy Act of 1974, 5 USC §552a The Recipient will not operate a system of records on behalf of the federal government without the express consent of the State and Federal Government The Recipient understands that the reqmrements of the Privacy Act, including the civil and criminal penalties for violation of that Act, apply to those individuals involved, and that failure to comply with the terms of the Privacy Act may result in termination of the underlying Grant Agreement B The Recipient also agrees to include these requirements in each subcontract to admlmster any system of records on behalf of the federal government financed in whole or in part with federal assistance provided by FFA ARTICLE 30. PROHIBITED ACTIVITIES A Neither the Recipient nor any subcontractor shall use federal or state assistance funds for publicity or propaganda purposes designed to support or defeat legislation pending before Congress or the Texas Legislature B No member of or delegate to the Congress of the United States shall be admitted to any share or part of this Grant Agreement or to any benefit arising therefrom C No member, officer or employee of the Recipient during his tenure or one year thereafter shall have any interest, direct or indirect, in this Grant Agreement or the proceeds thereof D Texas Transportation Commission policy mandates that employees of the Texas Department of Transportation (TxDOT) shall not accept any benefits, gifts or favors from any person doing business or who reasonably speaking may do business with the State under this Grant Agreement The only exceptions allowed are ordinary business lunches and items that have received the advanced written approval of TxDOT's Executive Director Any persons doing business with or who may reasonably speaking do business with the State under this Grant Agreement may not make any offer of benefits, gifts or favors to TxDOT employees, except as mentioned here above Fadure on the part of the Recipient to adhere to this policy may result in the termination of this Grant Agreement E The Recipient will comply w~th Texas Government Code, Chapter 573, by insuring that no officer, employee or member of the Recipient's governing board or of the Recipient's contractors or subcontractors shall vote or confirm the employment of any person related within the second degree by affinity or third degree by consangmmty to any member of the governing body or to 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 years prior to the election or appointment of the officer, employee, governing body member related to such person in the prohibited degree 13 ARTICLE 31. PUBLIC INFORMATION The R~c~plent will insure that all ~nformat~on collected, assembled or mmntmned by the apphcant relative to th~s project shall be avmlable to the pubhc during normal bus~ness hours m comphance w~th Texas Government Code, Chapter 552 unless otherwise expressly prowded by law ARTICLE 32. OPEN MEETINGS The Remp~ent will comply w~th Texas Government Code, Chapter 551, which mqmres all regular, special or called meetings of governmental bodies to be open to the pubhc, except as otherwise prowded by law or specifically permitted m the Texas Constitution ARTICLE 33. INDEMNIFICATION A. To the extent possible by law, the Remp~ent shall ~ndemmfy and save harmless the State from all chums and habd~ty due to actiwnes of ~ts agents, employees or volunteers performed under th~s agreement and whmh result from an error, omission or negligent act of the Recipient or of any person employed by the Recipient B. To the extent possible by law, the Recipient shall also save harmless the State from any and all expenses, ~nclud~ng attorney fees, which might be incurred by the State ~n litigation or otherwise res~sting smd claim or habd~t~es which might be imposed on the State as a result of actlWtleS by the Recipient, ~ts agents, employees or volunteers C. To the extent possible by law, the Rec~pient agrees to protect, ~ndemmfy, and save harmless the State from and against all clmms, demands and causes of action of every kind and character brought by any volunteer or employee of the Recipient agmnst the State due to personal ~njunes and/or death to such employee resulting from any alleged neghgent act, by rather commission or omission on the part of the Remp~ent D. The Recipient acknowledges that it is not an agent, servant or employee of the State and that ~t ls responsthle for ~ts own acts and deeds and for those of tts agents, employees or volunteers dunng the performance of the Grant Agreement ARTICLE 34. INTELLECTUAL PROPERTY RIGHTS If any invention, improvement or discovery of the Rec~pient or any of its subcontractors ~s conce~¥ed or first actually reduced to practice m the course of or under this grant, which invention, improvement or d~scovery may be patentable under the Patent Laws of the United States of America or any foreign country, and ~f said ~nvennon, ~mprovement or discovery has not already become the property of the State, the Recipient shall ~mmedtately not~fy the State and promde a detmled report The rights and responslb~htles of the State, the Remp~ent, any subcontractor and the Umted States Government w~th respect to such invention will be determined ~n accordance with applicable laws, regulations, pohc~es and any wmvers thereof Further, the Recipient shall comply w~th the provisions of 41 CFR, Part 1-9 The State and the U S Department of Transportatton shall have the royalty-free, non-exclusive and ~rrevocable right to reproduce, pubhsh or otherwise use, and to authorize others to use the work for government purposes 14 ARTICLE 35. COMPLIANCE WITH LAWS The Subreclplent shall comply with all federal, state and local laws, statutes, ordinances, rules and regulations, including the Nonurbanlzed Area Formula Program Guidance and Grant Application Instructions (FTA C 9040 1E), Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments (49 CFR Part 18), the Uniform Administrative Requirements for Grants and Agreements with Institutions of Higher Education, Hospitals, and other Non-Profit Organizations (49 CFR Partl9) and the orders and decrees of any courts or admlmstrative bodies or tribunals in any matter affecting the performance of this grant, including without hmltatlon workers' compensation laws, minimum and maximum salary and wage statutes and regulations, nondiscrimination laws and regulations, and licensing laws and regulations When required, the Subreciplent shall furnish the State with satisfactory proof of compliance therewith ARTICLE 36 NONCOLLUSION The Recipient warrants that it 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 it has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift or any other consideration contingent upon or resulting from the award or making of this grant If the Recipient breaches or violates tins warranty, the State shall have the right to annul this agreement without liability or, in its discretion, to deduct from the grant price or consideration, or otherwise recover, the full amount of such fee, commission, brokerage fee, gift, or contingent fee ARTICLE 37. RESTRICTIONS ON LOBBYING Pursuant to Section 31 U S C 1352, 49 CFR Part 19 and 49 CFR Part 20, Contractors who apply or bid for an award of $100,000 or more shall file the certification required by 49 CFR Part 20 which generally prohibits Recipients of federal funds from using those monies for lobbying purposes When applicable, the Reclp~ent will furnish the State the required certification ARTICLE 38. SUSPENSION AND DEBARMENT The terms of the Department of Transportation regulation, "Suspension and Debarment of Participants in DOT Financial Assistance Programs," set forth in Executive Order 12549 and implemented by 49 CFR Part 29, are applicable to this Grant Agreement Furthermore, any Recipient employed by the Recipient is also bound by the terms of 49 CFR Part 29 and must complete a Lower Tier Participant Debarment Certification The Recipient warrants that the debarment certification furnished as part of the application is current and valid ARTICLE 39. NONDISCRIMINATION The Recipient shall comply with the nondiscrimination prowsion attached hereto and labeled Attachment C, Nondiscrimination 15 ARTICLE 40. DELINQUENT TAX CERTIFICATION Pursuant to Artacle 2 45 of the Business Corporation Act, Texas C~wl Statutes, which proinbtts the State from awarding a contract to a corporation that ~s dehnquent ~n paying taxes under Chapter 171, Tax Code, the Recipient hereby certd~es that ~t ~s not dehnquent tn tts Texas franchtse tax payments, or that it ts exempt from or not subject to such tax A false statement concerning the Rectp~ent's franchise tax status shall constttute grounds for cancellatton of the Grant Agreement at the sole option of the State ARTICLE 41 PROGRAM INCOME A Except for tncome from royalttes and proceeds from the sale of real property or eqmpment, the Rectptent shall retatn program income and apply such ~ncome to allowable capital or operattng expenses Program tncome from royalties and proceeds from sale of real property or equtpment shall be handled as specdted tn 49 CFR 18 34 (Copyrights), 49 CFR 18 31 (Real Property) and 49 CFR 18 32 (Eqmpment) B The Recipient shall comply w~th standards governing the receipt and apphcat~on of program tncome as set forth tn 49 CFR 18 25, Program Income Program income means gross income recetved by the Rectp~ent d~rectly generated by a grant supported act~wty, or earned only as a result of tins Grant Agreement during the ttme period specdted ~n Article 1, Grant Period C. Program ~ncome includes income from fees for serwces performed, from the use or rental of real or personal property acqmred w~th grant funds, from the sale of commodmes or ~tems fabricated under a Grant Agreement, and from payments of principal and interest on loans made wtth grant funds Except as otherwise provided ~n federal regulations, program tncome does not tnclude grant funds, rebates, credits, d~scounts, refunds, and the interest earned on any of these receipts ARTICLE 42. SUCCESSORS AND ASSIGNS The Recipient brads h~mself, his successors, assigns, executors and administrators ~n respect to all covenants of th~s agreement The Recipient shall not s~gn, sublet or transfer Ins mterest ~n tins agreement w~thout the written consent of the State ARTICLE 43. LEGAL CONSTRUCTION In case any one or more of the provtstons contmned ~n th~s agreement shall for any reason be held to be tnvahd, tllegal or unenforceable ~n any respect, such ~nvahdtty, dlegahty or unenforceab~hty shall not affect any other provts~on thereof and th~s agreement shall be construed as d such ~nvaltd, tllegal or unenforceable prows~on had never been contained here~n ARTICLE 44. CHANGES IN FEDERAL REGULATIONS As a Rectptent of federal funds, the Recipient ts required to comply w~th all apphcable FTA regulations, pohc~es, procedures and d~rect~ves, including w~thout hmltatton those bsted directly or by reference m the agreement (Form FTA MA (2) dated October, 1995) between Purchaser and ErA, as they may be amended or promulgated from t~me to t~me during the term of tins Grant Agreement Rec~p~ent's failure to so comply shall constitute a material breach of tins Grant Agreement 16 ARTICLE 45. PRIOR AGREEMENTS This agreement constitutes the sole and only agreement of the parties hereto and supersedes any prior understandings or written or oral agreements between the parties respecting the public transportation grant specifically authorized and funded under this agreement ARTICLE 46. INCORPORATION OF FEDERAL REQUIREMENTS This Grant Agreement includes terms and conditions required by the U S Department of Transportation All contractual provisions required by the U S Department of Transportation, as set forth m FFA Circular 4220 1D, dated April 15, 1996, are hereby incorporated by reference Notwithstanding anything hereto to the contrary and except as prowded in State law, all FTA mandated terms shall be deemed to control m the event of a conflict with other provisions contmned ~n this agreement The Recipient shall not perform any act, fa~l to perform any act, or refuse to comply wtth any State request which would cause the State to be ~n vtolatlon of federal terms and conditions or state law ARTICLE 47. SPECIAL PROVISIONS FOR CONSTRUCTION AND REPAIR A. Work Hours and Safety Standards The Recipient agrees to comply with Sections 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U S C Part 327-330) as supplemented by Department of Labor regulations (29 CFR, Part 5) B Copeland "Anti-Kickback" Act The Recipient agrees to comply w~th the Copeland "Antt-Klckback" Act (18 U S C 874) as supplemented in Department of Labor regulations (29 CFR, Part 3) C Davis-Bacon Act The Recipient agrees to comply with the provisions of the Davis-Bacon Act (40 U S C 276a-276a-5) as supplemented by Department of Labor regulations (29 CFR, Part 5) D. Relocation and Land Acqutsttlon The terms of the U S Department of Transportatton regulations "Uniform Relocation and Real Property Acquisition for Federal and Federally Asststed Programs" 49 CFR Part 25 are applicable to this Grant Agreement E Insurance and Bonding The Recipient shall comply with insurance and bondtng requirements as estabhshed tn 49 CFR Part 18 F Signs The Recipient shall cause to be erected at the site of construction, and maintained durmg construction, signs satisfactory to the State and the U S Department of Transportatlon identifying the project and indicating that the Government is parttc~patmg tn the development of the project G Seismic Safety 17 ARTICLE 47. SPECIAL PROVISIONS FOR CONSTRUCTION AND REPAIR (cont) The Rectptent agrees that any new bmldmg or addition to an existing bmldmg will be designed and constructed m accordance w~th the standards for Se~smm Safety required m U S Department of Transportation Seismic Safety Regulatmns 49 CFR Part 41 and will cert;fy to compliance to the extent reqmred by thc regulation The Recipient also agrees to ensure that all work performed under this Grant Agreement including work performed by a subcontractor is m comphance with the standards reqmred by the Seismic Safety Regulations and the certlhcat~on of compliance issued on the project ARTICLE 48. BUY TEXAS The Subrec~p~ent shall buy Texas products and materials for use m providing the services authorized xn th~s contract when these products and materials are avatlable at a comparable price and ~n a comparable period of t~me When requested by the State, the (vendor, contractor, prowder, consultant, techmcal expert etc ), shall furnish documentatmn of these purchases or a descnptmn of good froth efforts to do so ARTICLE 49. DEBT TO THE STATE If the comptroller ~s currently prohibited from Issuing a warrant to Subreclp~ent because of a debt owed to the state, then the Subrec~p~ent agrees that any payments owing under the contract will be apphed towards the debt or delinquent taxes until the debt or delinquent taxes are prod ~n full ARTICLE 50. SIGNATORY WARRANTY The undersigned s~gnatory for the Subrec~pmnt hereby represents and warrants that he/she is an officer of the orgamzat~on for which he/she has executed this agreement and that he/she has full and complete authority to enter into th~s agreement on behalf of the organization 18 IN TESTIMONY WHEREOF, the parties hereto have caused these presents to be executed m duphcate counterparts THE STATE OF TEXAS Certified as being executed for the purpose and effect of activating and/or carrying out the orders, estabhshed pohc~es, or work programs heretofore approved and authorized by the Texas Transportatmn Comnuss~on under the authority of M~nute Order 107876 Jay Nelson, Dallas D~stnct Engineer Date RECIPIENT S~gnature Of ~uthor~ Ofhcer/Date Typed or Pnnted Name Recipient Name C~ty of Denton Servme Area C~ty of Denton 19 ATTACHMENT A APPROVED PROJECT DESCRIPTION The apphcatlon for State assistance for Section 5307, as submitted to the Department in June-July 2000 is hereby incorporated into this agreement as the project description a Describe the services to be prowded by your agency/organization If fixed routes are ~ncluded, describe the complementary paratrans~t system Types of Serwce X 1) Fixed Route (non commuter) Fixed route service is provided within the city bm~ts of Denton along e~ght (8) - thirty tmnutes operated with one hour headways during the hour of 6 am - 9 pm M F and 9am - 6 pm on Sat All vehicles are hft equipped The regular fare for th~s service is $ 75 $ 50 for chddren 6 - 18 and $ 35 for seniors and persons with dlsabllmes X 2) Complementary Paratrans~t to Fixed Route Th~s service is provided for parsons w~th quahfymg dlsabdmes as established in the Americans with Dlsabdmes Act who are unable to access the fixed route system and is operated during the same hours as the fixed route The service area extends ~A mile beyond the fixed route boundaries The regular fare for this serwce is $1 50 3) Passenger Rad 4) Demand Response Systems 5) Commuter Service b Lint service area, population served Describe any unserved areas in the urban transit district, and any plans to promde transportation to such areas The fixed route service area ~s approximately 54 square miles (the Denton urbanized area) w~th a population of 79,250 Within the urbamzed area there are a few areas that are not served directly by the fixed route (within ~A male) 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 (mmntenance, d~spatch~ng, etc ) d Explain what steps you have taken to coordinate the proposed service w~th each of the other transportation providers (both pubhc and private) in your area Attach any agreements, letters of support, m~nutes 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 charter services prowded None 20 Approved Project Budget $000 $000 $000 SOW $000 $000 $000 $000 Maximum Reimburseable Amount ATTACHMENT C NONDISCRIMINATION During the performance of th~s Grant agreement, the Recipient, for ~tself, ~ts assignees and successors ~n ~nterest agrees as follows 1 Con~pliance with Regulations' The Recipient shall comply w~th the regulations relative to nondiscrimination ~n federally assisted programs of the U S Department of Transportation (hereinafter U S DOT) 49 CFR Part 21 and w~th 23 CFR Part 710 405(b), as they may be amended from t~me to t~me (hereinafter referred to as the Regulation), which are herein incorporated by reference and made a part of th~s grant agreement 2 No~d~scr~nunat~on: The Recipient, w~th regard to the work performed by ~t dunng the grant agreement, shall not d~scnm~nate on the grounds of race, color, sex, creed, age or national origin in the select,on and retention of subcontractors, mclu&ng procurement of materials and leases of eqmpment The Recipient shall not participate e~ther d~rectly or ~n&rectly in the &scnmmat~on proinb~ted by section 21 5 of the Regulations, including employment practices when the grant agreement covers a program set forth m Appendix B of the Regulation 3 Soh~tation for Sub,rant a~reements, Inclu&n~ Procurement of Materials and Equipment' In all sohc~tat~ons either by competitive b~d&ng or negotiation made by the Recipient for work to be performed under a subcontract, mclu&ng procurement of materials or leases of eqmpment, each potentml subcontractor or suppher shall be notified by the Recipient of the Reclp~ent's obhgat~ons under th~s grant agreement and the Regulation relative to non&scnmmatmn on the grounds of race, color, sex, creed, age or national origin 4 Inf0rmat~on and Reports The Recipient shall prowde all mformat~on and reports required by the Regulation or &rect~ves issued pursuant thereto, and shall perma access to ~ts books, records, accounts, other sources of mformat~on, and its facilities as may be determined by the State or the Federal Transit Adm~mstratmn (FTA) to be pertinent to ascertain comphance w~th such Regulation, orders and instructions Where any mformat~on required of a Recipient ~s m the exclusive possession of another who fa~ls or refuses to furmsh th~s mformat~on, the Recipient shall so certify to the State, or the Federal Transit Admlmstratmn, as appropriate, and shall set forth what efforts ~t has made to obtain the m formation 5 Sanctions for Noncompliance: In the event of the Rec~p~ent's noncomphance w~th the nondiscrimination provisions of this grant agreement, the State shall impose such sanctions as ~t or the Federal Transit Administration may determine to be appropriate, mclu&ng, but not limited to (a) Withholding of payments to the Recipient under the grant agreement until the Recipient comphes, and/or (b) Cancellation, termination or suspension of the grant agreement, m whole or m part 6 Incgrporat~on of Prows~ons' The Recipient shall include the prows~ons of paragraphs (1) through (6) m every subcontract, including procurement of materials and leases of equipment, unless exempt by the Regulation, or directives l~sued pursuant thereto The 22 Recipient shall take such action wlth respect to any subcontract or procurement as the State or the Federal Transit Administration may direct as a means of enforcing such provisions including sanctions for noncomphance Provided, however, that, m the event a Recipient becomes involved in, or is threatened w~th, ht~gat~on with a subcontractor or supplier as a result Of such direction, the Recipient may request the State to enter into such litigation to protect the interests of the State, and, m addition, the Recipient may request the Umted States Department of Transportation to enter into such htlgat~on to protect the interests of the Umted States 23 Attachment D, Labor Protection LANGUAGE FOR INCORPORATION INTO THE CONTRACT OF ASSISTANCE The Pubhe Body, City of Denton, agrees that the following terms and conditions shall apply for the protection of employees in the mass passenger transportation industry in the area of the project 1 The project shall be carried out in such a manner and upon such terms and conditions as will not adversely affect employees in the mass passenger transportation ~ndustry w~thm the service area of the project 2 All rights, pr~wleges, and benefits 0nclud~ng pension rtghts and benefits) of employees 0ncludmg employees already retired) shall be preserved and continued 3 The Pubhc Body shall be financially responsible for any deprivation of employment or other worsening of employment position as a result of the project 4 In the event an employee ~s terminated or la~d off as a result of the project, he shall be granted priority of employment or reemployment to fill any vacant poslt~on for which he or she ~s, or by training or retralmng can become, quahf~ed In the event trmmng is reqmred by such employment or reemployment, the Public Body shall prowde or prowde for such tralmng or retraining at no cost to the employee 5 Any employee who is la~d off or otherwtse depr~ved of employment or placed In a worse position with respect to compensation, hours, working conditions, fringe benefits, or r~ghts and privileges pertalmng thereto at any time during his or her employment as a result of the project, Including any program of efflclencles or economies d~rectly or indirectly related thereto, shall be entitled to receive any apphcable r~ghts, privileges and benefits as specified m the employee protective arrangement certd~ed by the Secretary of Labor under Section 405 (b) of the Passenger Serwce Act of 1970 on April 16, 1971 An employee shall not be regarded as depr~ved of employment or placed m a worse pos~t~on w~th respect to compensation, etc, In case of Ins or her restgnatlon, death, retirement, dismissal for cause, or failure to work due to d~sab~hty or d~sclphne The phrase "as a result of the project" as used herein shall ~nclude events occurring m anticipation of, during, and subsequent to the project 6 In the event any prows~on of these conditions is held to the invalid or otherwise unenforceable, the Public Body, the employees and/or their representatives may invoke the .lur~sd~ctlon of the Secretary of Labor to determine substitute fair and eqmtable employee protective arrangements which shall be ~ncorporated ~n these conditions 7 The Public Body agrees that any controversy respecting the project's effects upon employees, the interpretation or application of these conditions and thc disposition of 24 any clmm anslng hereunder may be submitted by any party to the dispute including the employees or their representative for determination by the Secretary of Labor, whose decision shall be final 8 The Public Body shall mtuntmn and keep on hle all relevant books and records in sufficient detml as to provide the basle information necessary to the making of the decisions called for ~n the preceding paragraph 9 The Public Body will post, m a prominent and accessible place, a notice stating that the Pubhc Body is a recipient of Federal assistance under the Federal Transit Act and has agreed to comply with the provisions of 49 U S C, Section 5333 (b) "The notme shall also specify the terms and conditions set forth here~n for the protection of employees" in OF CONTRAG l 25 O rN CE NO-3 5-/h AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY MANAGER TO EXECUTE A FIRST AMENDMENT TO THE INTERRRUPTIBLE NATURAL GAS TRANSPORTATION AGREEMENT BY AND BETWEEN THE CITY OF DENTON AND TXU LONE STAR PIPELINE, A DIVISION OF TXU GAS COMPANY, DATED DECEMBER 14, 1999, PERTAINING TO NATURAL GAS REQUIREMENTS FURNISHED TO THE SPENCER STEAM POWER PLANT, AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR, PROVIDING FOR RETROACTIVE EFFECT OF THE FIRST AMENDMENT TO THE AGREEMENT, AND PROVIDING AN EFFECTIVE DATE WHEREAS, Denton MUmClpal Electric ("DME") as a mumclpally owned electric utility which qualifies as a "Public Power Utility" under the provisions of Senate Bill 7 enacted by the 76th Texas Legislature DME Staff has determined that it is necessary at this time to continue acqmnng natural gas to provide for and supply the natural gas fuel needs and requirements for its Production D1VlSlOn located at the Spencer Steam Power Plant m order for it to produce and generate electric energy to DME's customers, and WHEREAS, on the 14'h day of December, 1999, the City Council, by Ordinance, approved the Interruptlble Natural Gas Transportation Agreement (the "Agreement") by and between the City of Denton and TXU Lone Star Pipeline ("TXU LSP"), and since the approval of said Agreement, the City and TXU LSP have performed under said Agreement, and have recogmzed, by studymg the h~stonc operating data of the Spencer Steam Power Plant, that it ~s appropriate to amend the Agreement to provide for an alternate fee structure, and that they jointly propose to amend the Agreement to provide for another contractual fee structure, which amendment shall be effective as of July 1, 2000, and WHEREAS, the gas utility services prowded for in the Interrapt~ble Natural Gas Transportation Agreement ("Agreement") and the contemplated F~rst Amendment thereto, are exempted from competitive bldthng requirements under the sole source exception to the competitive bidding statute, as gas utility services that are available from one source because of natural monopolies, as provided by Section 252 022 (a)(7)(C) of the Texas Local Government Code, and WHEREAS, in accordance w~th the provisions of Section 551 086 of the Texas Government Code, alter pubhe noUee, the City Council, a "Public Power Utlhty Governing Body" under Senate Bill 7, has dascuased, deliberated, and considered the matter of the First Amendment to Agreement in a Closed Meeting on the 26'~ day of September, 2000, atter determimng by a prelinunary majority vote of ItS members, that the consideration of this First Amendment to Agreement ~s related to DME's competitive activity, including commercial reformation, which ~f d~sclosed, would give advantage to Its competitors or prospective competitors, and the City Council, by a vote taken in said Closed Meeting, voted for approval of the Agreement, and WHEREAS, the City Council has further determined that the First Amendment to Agreement to be entered into by and between the City and TXU Lone Star P~pehne, a Division of TXU Gas Company, a Texas Corporation should be excepted from any public disclosure, as permitted by the provisions of Section 552 131 of the Texas Government Code, as a document that is reasonably related to a competltave electric matter, the disclosure of which document would provide an advantage to DME's competitors or prospective competitors, and WHEREAS, the City Council deems it in the pubhc interest for the City of Denton to enter into the First Amendment to Agreement, NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION 1 That the recitations and findings set forth in the Preamble herelnabove are hereby approved and made a part oft!us Ordinance SECTION 2 That the City Manager is hereby authorized to execute a First Amendment to the Interruptlble Natural Gas Transportation Agreement (herein, the "First Amendment to Agreement") by and between the City of Denton, Texas and TXU Lone Star Pipeline, a Division of TXU Gas Company, a Texas Corporation, for natural gas requirements furnished to the Spencer Steam Power Plant of Denton Mumclpal Electric, in substantially the form of the First Amendment to Agreement attached hereto and incorporated herewith by reference SECTION 3 That following the execution and delivery of the First Amendment to Agreement, the Cxty Secretary is hereby directed to seal and maintain said First Amendment to Agreement m her custody and control, as a document excepted from public disclosure under the provisions of Section 552 131 of the Texas Government Code (the "Public Power Exception"), unless otherwise lawfully ordered to chsclose smd First Amendment to Agreement SECTION 4 That the expenditure of funds as provided in the attached First Amendment to Agreement is hereby authorized SECTION 5 That the above and foregoing First Amendment to Agreement is hereby ratified, confirmed, and retroactively approved, and shall be effective from and after July 1, 2000 SECTION6 That except as otherwise provided in Section 5 herelnabove, this ordinance shall become effective immediately upon its passage and approval PASSED AND APPROVED this the~day of ~~,~ ,2000 EUL1NE BROCK, MAYOR ATTEST JENNIFER WALTERS, CITY SECRETARY By APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY S \Our Documents\Ordlnan¢os\00\TXU Lone Star P~pehne Gas Trspt K I st Amend-Spencer Plant Ord doc