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HomeMy WebLinkAboutC18-370 Colorado Department of Transportation 5311COOT -Division of Transit and Rail SAP PO #: 491001789 Routing #: 19-HTR-ZL-00094 DUNS #: 084024447 STATE OF COLORADO Colorado Department of Transportation Division of Transit and Rail FTA Section 5311 Grant Agreement with EAGLE COUNTY TABLE OF CONTENTS I. PARTI ES ............................................................................................................................................... 1 2 . EFFECTIVE DATE AND NOTICE OF NONLIABILITY .................................................................. I 3 . RECITALS ............................................................................................................................................ 2 4. DEFINITIONS ....................................................................................................................................... 2 5. TERM .................................................................................................................................................... 4 6 . STATEM ENT OF WORK /CONTRACT OBJECTIVE PLAN ........................................................... 4 7 . PAYMENTS TO GRANTEE ................................................................................................................ 5 8. REPORTING-NOTIFICATION .......................................................................................................... 6 9. GRANTEE RECORDS .......................................................................................................................... 7 I 0. CONFIDENTIAL INFORMATION-ST A TE RECORDS ..................................................................... 8 I I. CONFLICTS OF INTEREST ................................................................................................................ 8 12. REPRESENTATIONS AND WARRANTIES ...................................................................................... 9 13. INSURANCE ......................................................................................................................................... 9 14 . BREA CH ............................................................................................................................................. 10 15 . REMEDIES .......................................................................................................................................... I I 16 . NOTICES and REPRESENTATIV ES ................................................................................................ 13 17 . RIGHTS IN DATA, DOCUMENTS , AND COMPUTER SOFTWAR E ............................................ 13 18 . GOVERNMENTAL IMMUNITY ....................................................................................................... 13 19 . STATEWIDE CONTRACT MANAGEMENT SYSTEM .................................................................. 13 20. GENERAL PROVISIONS .................................................................................................................. 14 21. COLORADO SPECIAL PROVISIONS .............................................................................................. 16 22. SIGNATURE PAG E ............................................................................................................................ 18 23. EXHIBIT A .......................................................................................................................................... 19 24. EXHIBIT B .......................................................................................................................................... 23 25 . EXHIBIT C .......................................................................................................................................... 24 26 . EXHIBIT 0 .......................................................................................................................................... 28 27. EXHIBIT E .......................................................................................................................................... 33 I. PARTIES This Grant ('·Grant") is entered into by and between EAGLE COUNTY ("Grantee ''), and the ST A TE OF COLORADO acting by and through the Colorado Department of Transportation . Division of Transit and Rail ("·State " or ·'COOT"). Grantee and the State hereb y agree to the following terms and conditions. 2. EFFECTIVE DATE AND NOTICE OF NONLIABILITY This Grant shall not be effective or enforceable until it is approved and signed by the Colorado State Controller or designee ("·Effective Date "). Except as provided in Section 7(B)(ii), the State shall not be liable to pay or reimburse Grantee for any performance hereunder, including. but not limited to costs or expenses incurred, or be bound by an y provision hereof prior to the Effective Date . Document Builder Gen erated FTA53 I I Grant.03 .Feb 12 -ori ginated from approved OSC Grant template Re v 1/12/1 I Page I of 45 3. RECITALS A. Authority, Appropriation, and Approval COOT -Division of Transit and Rail SAP PO #: 491001789 Routing #: 19-HTR-ZL-00094 DUNS #:084024447 Authority to enter into this Grant exists in CRS § §43-1-106, 43-1-110, 43-1-1 17 .5, 43-1-70 I, 43-1-702 and 43-2-101(4)(c) as amended, and funds have been budgeted, appropriated and otherwise made available pursuant to the FAST ACT, MAP-21, SAFETEA_LU, 23 USC§ 104 and 23 USC§ 149 and a sufficient unencumbered balance thereof remains available for payment. Required approvals, clearance and coordination have been accomplished from and with appropriate agencies. B. Consideration The Parties acknowledge that the mutual promises and covenants contained herein and other good and valuable consideration are sufficient and adequate to support this Grant. C. Purpose In accordance with 49 USC §5311, the purpose of this Grant is to provide capital, planning, and operating assistance to states to suppo11 public transportation in rural areas with populations less than 50,000, where many residents often rely on public transit to reach their destinations. The work to be completed under this Grant by the Grantee is more specifically described in Exhibit A. D. References All references in this Grant to sections (whether spelled out or using the ~ symbol). subsections, exhibits or other attachments. are references to sections, subsections. exhibits or other attachments contained herein or incorporated as a part hereof. unless otherwise noted. 4. DEFINITIONS The following tenns as used herein shall be construed and interpreted as follows: A. Budget '"Budget"' means the budget for the Work described in Exhibit A. B. Evaluation ··Evaluation" means the process of examining Grantee·s Work and rating it based on criteria established in §6 and Exhibits A, B, C. D, and E. C. Exhibits and other Attachments The following are attached hereto and incorporated by reference herein: Exhibit A (Scope of Work and Budget), Exhibit B (Verification of Payment), Exhibit C (Supplemental Federal Provisions for Federally Funded Contracts, Grants, and Purchase Orders-FF AT A), Exhibit D (Supplemental Federal Provisions for Federal Awards) and Exhibit E (Required Third Party Contract /Agreement Clauses). D. Federal Funds "Federal Funds'' means the funds provided by the Federal Transit Administration ("FT A'') to fund performance of the work. E. Goods "Goods" means tangible material acquired, produced, or delivered by Grantee either separately or in conjunction with the Services Grantee renders hereunder. F. Grant '"Grant" means this Grant. its terms and conditions, attached exhibits, documents incorporated by reference under the terms of this Grant. and any future modifying agreements, exhibits, attachments or references incorporated herein. G. Grant Funds '·Grant Funds" means available funds payable by the State to Grantee pursuant to this Grant. H. Grantee '"Grantee" for the purposes of this Grant means the Grantee named in Section I. I. Local Funds '·Local Funds" means funds provided by any city, county, or entity (public or private) for perfonnance of the Work and includes in-kind contribution. Document Builder Generated FTA53 I I Grant.03 .Febl 2 -originated from approved OSC Grant t.:mplate R.:v 1/1 2/11 Page 2 of 45 J. Master Agreement COOT -Division of Transit and Rail SAP PO#: 491001789 Routing#: I 9-HTR-ZL-00094 DUNS #:084024447 "Master Agreement" means the FT A document incorporated by reference and made part of FT A· s standard terms and conditions governing the administration of a project supported with federal assistance awarded by FTA. K. Other than Urbanized (Non-urbanized) Area '·Other than Urbanized (Nonurbanized) Area'' means any area outside of an urbanized area. The tenn '·nonurbanized area" includes Rural Areas and urban areas under 50,000 in population not included in an Urbanized Area . L. Party or Parties ·'Party" means the State or Grantee and "Parties" means both the State and Grantee. M. Project '·Project" means Work identified in Exhibit A. N. Public Transportation "Public Transportation" for purposes of the federal transit program, has the same meaning as '·transit," and "mass transportation.'· and: (I) Includes transpotiation by a conveyance that provides regular and continuing : a. General transportation to the public , or b . Special transportation to the public, but (2) Does not include: a . School bus transporiation. b. Charter transportation c. Sightseeing transportation, d. Intercity bus transportation, or e. Intercity passenger rail transportation provided by Amtrak or a successor to the entity described in 49 USC chapter 243 (Amtrak). 0. Review '·Review" means examining Grantee·s Work to ensure that it is adequate, accurate, correct and in accordance with the criteria established in §6. § 19 and Exhibit A. P. Rural Area "Rural Area" means an area with low population and density outside the boundaries of an urban area. However, the term '·rural'' is commonly used to refer to all areas other than urbanized areas and is so used in this Grant. Q. Services "Services" means the required services to be performed by Grantee pursuant to this Grant. R. Subgrantee '·Subgrantee·' means third-parties, if any, engaged by Grantee to aid in perfonnance of its obligations. S. Third Party Participant "Third Party Pariicipant" means, unless FT A determines otherwise in writing, all participants in the Grantee's Project that are not COOT or FTA, such as : 1. Subgrantees, 2. Lessees, 3. Third party contractors, 4. Third party subcontractors, and 5. Other participants in the Grantee· s Project. T. Urban Area '·Urban Area'' means an area that includes a municipality or other built-up place that the Secretary of Commerce. after considering local patterns and trends of urban growth. decides is appropriate for a local public transportation system to serve individuals in a locality. U. Urbanized Area '·Urbanized Area" means an area encompassing a population of not less than 50,000 people that has been defined and designated in the most recent decennial census as an "urbanized area•· by the Secretary of Document Builder Generated FT A53 l I Grant.03 .Feb 12 -originatt:d from appro\'cd OSC Grant template Re\' I/ 12/1 1 Page 3 of 45 ,' COOT -Division of Transit and Rail SAP PO #: 491001789 Routing #: 19-HTR-ZL-00094 DUNS #:084024447 Commerce. '·Small urbanized areas" as used in the context of FT A formula grant programs are urbanized areas with a population of at least 50.000 but less than 200,000. V. Work '·Work" means the tasks and activities Grantee is required to perform to fulfill its obligations under this Grant and Exhibit A, including the performance of the Services and delivery of the Goods. W. Work Product/Deliverable "Work Product" or '·Deliverable" means the tangible or intangible results of Grantee's Work, including, but not limited to, software, research, reports, studies, data, photographs, negatives or other finished or unfinished documents, drawings, models, surveys, maps, materials, or work product of any type, including drafts. 5. TERM A. Initial Term-Work Commencement This Agreement shall commence on January 01, 2019, and funds shall be expended by December 31, 2019 (the "End Date'·) as detailed under the Project Schedule in Exhibit: A. If the Work shall be performed in multiple phases, the period of performance start and end date of each phase is detailed under the Project Schedule in Exhibit A. This Grant shall terminate on December 31, 2019 unless sooner terminated or further extended as specified elsewhere herein. B. Two Month Extension The State, at its sole discretion upon written notice to Grantee as provided in § 16, may unilaterally extend the tenn of this Grant for a period not to exceed two months if the Parties are negotiating a replacement Grant (and not merely seeking a term extension) at or near the end of any intial term or any extension thereof. The provisions of this Grant in effect when such notice is given, including, but not limited to prices. rates, and delivery requirements, shall remain in effect during the two month extension. The two- month extension shall immediately terminate when and if a replacement Grant is approved and signed by the Colorado State Controller. 6. STATEMENT OF WORK/CONTRACT OBJECTIVE PLAN A. Completion Grantee shall complete the Work and its other obligations as described herein and in Exhibit A on or before December 31, 2019. Except as provided in §7(B)(ii), the State shall not be liable to compensate Grantee for any Work perfonned prior to the Effective Date or after the termination of this Grant. B. Goods and Services Grantee shall procure Goods and Services necessaiy to complete the Work. Such procurement shall be accomplished using the Grant Funds and shall not increase the maximum amount payable hereunder by the State. C. Employees All persons employed by Grantee or Subgrantee(s) shall be considered Grantee's or Subgrantee·s employee(s) for all purposes hereunder and shall not be employees of the State for any purpose as a result of this Grant. D. Federal Laws, Rules and Regulations If the Grant Funds involves federal funding, Grantee understands and agrees that federal laws, rules and regulations will control the Work and its implementation . Unless a written waiver is granted, Grantee agrees to comply with all required federal laws, rules and regulations applicable to the Work, in addition to all State requirements. Document Builder Generated FTA53 I l Grant.OJ .Feb 12 -originated from approved OSC Grant t..:mplate Re,· 11 12/1 1 Page 4 of 45 7. PAYMENTS TO GRANTEE COOT -Division of Transit and Rail SAP PO#: 491001789 Routing#: 19-HTR-ZL-00094 DUNS #:084024447 The State shall, in accordance with the provisions of this §7 , pay Grantee in the following amounts and using the methods set forth below: A. Maximum Amount The maximum amount payable under this Grant to Grantee by the State is $350,100.00, as dete1111ined by the State from available funds . Grantee agrees to provide any additional funds required for the successful completion of the Work. Payments to Grantee are limited to the unpaid obligated balance of the Grant as set forth in Exhibit A . B. Payment i. Matching Funds The Subrecipient shall provide matching funds as provided in §7 and Exhibit A. Subrecipient shall have raised the full amount of matching funds prior to the Effective Date and shall report to the State regarding the status of such funds upon request. The Subrecipient's obligation to pay all or any patt of any matching funds, whether direct or contingent, only extends to funds duly and lawfully appropriated for the purposes of this Agreement by the authorized representatives of the Subrecipient and paid into the Subrecipient"s treasury or bank account. The Subrecipient represents to the State that the amount designated "Subrecipient's Matching Funds" in Exhibit A has been legally appropriated for the purposes of this Agreement by its authorized representatives and paid into its treasury or bank account. The Subrecipient does not by this Agreement irrevocably pledge present cash reserves for payments in future fiscal years, and this Agreement is not intended to create a multiple-fiscal year debt of the Subrecipient. The Subrecipient shall not pay or be liable for any claimed interest. late charges, fees, taxes or penalties of any nature. except as required by the Local Agency's laws or policies. ii. Retroactive Payments The State shall pay Grantee for costs or expenses incurred or performance by the Grantee prior to the Effective Date. only if (I) the Grant Funds involve federal funding and (2) federal laws . rules and regulations applicable to the Work provide for such retroactive payments to the Grantee . Any such retroactive payments shall comply with State Fiscal Rules and be made in accordance with the provisions of this Grant or such Exhibit. Grantee shall initiate any payment request by submitting invoices to the State in the fonn and manner set forth and approved by the State. As authorized by the FT A, such Grantee share (local funds) may include costs or expenses incurred or performance by the Grantee prior to the Effective Date. iii. Reimbursement of Subrecipient Costs The State shall reimburse the Subrecipient's allowable costs, not exceeding the maximum total amount described in Exhibit A and §7 . The State shall reimburse the Subrecipient for the federal share of properly documented allov.able costs related to the Work after review and approval thereof, subject to the provisions of this Agreement and Exhibit A . However , any costs incurred by the Subrecipient prior to the Effective Date shall not be reimbursed absent specific allowance of preaward costs and indication that the Federal Award funding is retroactive. Allowable costs shall be: a) Reasonable and Necessary Reasonable and necessary to accomplish the Work and for the Goods and Services provided. b) Net Cost Actual net cost to the Subrecipient (i.e. the price paid minus any items of value received by the Subrecipient that reduce the cost actually incurred). iv. Available Funds-Contingency-Termination The State is prohibited by law from making fiscal commitments beyond the term of the State's current fiscal year . Therefore. Grantee ·s compensation is contingent upon the continuing availability of State appropriations as provided in the Colorado Special Provisions. set fo1th below. Iffederal Document Builder Generated FTA53 l l Grant.03.Feb 12 -originatt:d from approved OSC Grant tt:mplate Rt:v 1/12 /1 1 Page 5 of 45 COOT -Division of Transit and Rail SAP PO #: 491001789 Routing #: 19-HTR-ZL-00094 DUNS #:084024447 funds are used w ith this Grant in whole or in part, the State 's performance hereunder is contingent upon the continuing availability of such funds . Pa y ments pursu ant to this Grant shall be made only from available funds encumbered for this Grant and the State's liability for such payments shall be limited to the amount remaining of such encumbered funds . If State or federal funds are not appropriated , or otherwise become unavailable to fund this Grant , the State may immediatel y terminate this Grant in w hole or in part without further liab ilit y in acco rdance with the provision s herein . v. Invoicing Any advance paym ent allo wed under this Grant shall comply w ith State Fiscal Rules and be made in accordance w ith the provisions of thi s Grant. Grantee shall initiate any pa yment requests by submitting invoices to the State in th e form and manner s et forth and approved by the State . vi. Interest The State shall fully pay each invoice within 4 5 days of receipt thereof if the amount in voiced represents performance by (irantee previously accepted by the State . Uncontested amounts not paid by the State within 45 da ys may , if Grantee so request s , bear interest on the unpaid balance beginning on the 46th da) at a rate not to exceed one percent per month until paid in full; provided, however, that interes t shall not accrue on unpaid amount s that are subject to a good faith disput e . Grantee shall in vo ice the St a te se parately for accrued interest on delinquent amounts. The billing shall reference the delinquent payment , the number of da y·s interest to be paid and the interest rate . \'ii. Closeout The Subrecipient shall close out this Grant within 90 da y s after the End Date . Grant close out entail s submission to the State by the Subreeipient of all documentation defined as a Deliverable in this Agreement, and Subrecipient 's final reimbursement reque st. The State shall withhold 5% of the allowable co s ts until all final project documentation ha s been submitted and accepted by State as substantially complete. If the project has not been clo sed by (Federal awarding agency] within I year and 90 day s after the End Date due to Subrecipient's failure to submit required documentation that the State ha s requested from the Subrecipient. then the Subrecipient may be prohibited from applying for new Federal Awards through the State until s uch documentation has been submitted and accepted. viii. Erroneous Payments The closeout ofa fe deral award does not affect the right of(Federal Awarding Agenc y ] or (PTE] to disallo w costs and reco ver fi.mds on the basis of a later audit or other revie w . Any cost disallo wance recovery is to be made within the record retention period . 8. REPORTING -NOTJFJCA TION Reports. Evaluations. and Reviews required under this §8 shall be in accordance with the procedures of and in such form as prescribed by the State. if applicable. A. Performance, Progress, Personnel, and Funds State shall submit a report to the Grantee upon expiration or sooner termination of this Grant, containing an Evaluation and Review of Grantee's performance and the final status of Grantee 's obligations hereunder. In addition, Grantee shall comply with all reporting requirements, if any, set forth in the Manual and /or Exhibits A, C, D, and E. B. Litigation Reporting Within 10 days after being served with any pleading in a legal action filed with a court or administrative agency. related to this Grant or which may affect Grantee's ability to perform its obligations hereunder, Grantee shall notify the State of such action and deliver copies of such pleadings to the State's principal representative as identified herein . If the State · s principal representative is not then serving, such notice and copies shall be delivered to the Executive Director ofCDOT . Document Builder Generated FTA53 I I Grant.03 .Fcbl2 -originated from approved OSC Grant template Re v 1/12 111 Page 6 of 45 C. Noncompliance COOT -Division of Transit and Rail SAP PO #: 491001789 Routing #: 19-HTR-ZL-00094 DUNS #:084024447 Grantee's failure to provide reports and notify the State in a timely manner in accordance with this §8 may result in the delay of payment of funds and /or termination as provided under this Grant. D. Subgrants Copies of any and all subgrants entered into by Grantee to perfonn its obligations hereunder shall be submitted to the State or its principal representative upon request by the State. Any and all subgrants entered into by Grantee related to its performance hereunder shall comply with all applicable federal and State laws and shall provide that such subgrants be governed by the laws of the State of Colorado. E. Performance and Final Status Party shall submit, all financial, performance, and other reports to State no later than 90 calendar days after the End Date or sooner termination of this Agreement containing an Evaluation and Review of Subrecipient's performance and the final status of Subrecipient's obligations hereunder. F. Violations Reporting Subrecipient must disclose, in a timely manner, in writing to the State and to the Federal Awarding Agency responsible for issuance of the Federal Award, all violations of Federal or State criminal law invol ving fraud, bribery, or gratuity violations potentially affecting the Grant. Penalties for noncompliance may include suspension or debarment (2 CFR Part 180 and 31 U.S.C. 3321 ). 9. GRANTEE RECORDS Grantee shall make, keep. maintain and allow inspection and monitoring of the following records: A. Maintenance Grantee shall make, keep, maintain, and allow inspection and monitoring by the State of a complete file of all records, documents, communications, notes and other written materials, electronic media files, and communications , pertaining in any manner to the Work or the delivety of Services (including, but not limited to the operation of programs) or Goods hereunder. Grantee shall maintain such records (the Record Retention Period) for a period of three years following the date of submission to the State of the final expenditure report, or if this Grant is renewed quarterly or annually. from the date of the submission of each quarterly or annual report, respectively. 1 f any litigation, claim, or audit related to the Grant starts before expiration of the Record Retention Period, the Record Retention Period shall extend until all litigation, claims , or audit findings have been resolved and final action taken by the State or Federal Awarding Agency. The Federal Awarding Agency. a cognizant agency for audit , oversight or indirect costs, and the State may notify Grantee in writing that the Record Retention Period shall be extended. For records for real property and equipment, the Record Retention Period shall extend three years following final disposition of such property. B. Inspection Grantee shall permit the State, the federal government and any other duly authorized agent of a governmental agency to audit, inspect , examine, excerpt, copy and /or transcribe Grantee's records related to this Grant during the Record Retention Period for a period of three years following termination of this Grant or final payment hereunder , whichever is later. to assure compliance with the terms hereof or to evaluate Grantee's performance hereunder. The State reserves the right to inspect the Work at all reasonable times and places during the term of this Grant. including any extension. If the Work fails to conform to the requirements of this Grant, the State may require Grantee promptly to bring the Work into confonnity with Grant requirements, at Grantee's sole expense. If the Work cannot be brought into confonnance by re- performance or other corTective measures, the State may require Grantee to take necessary action to ensure that future performance conforms to Grant requirements and exercise the remedies available under this Grant, at law or in equity in lieu of or in conjunction with such corrective measures. C. Monitoring Grantee shall permit the State, the federal government, and other governmental agencies having jurisdiction, in their sole discretion, to monitor all activities conducted by Grantee pursuant to the tenns of this Grant using any reasonable procedure, including, but not limited to: intemal evaluation procedures, examination of program data, special analyses, on-site checking, formal audit examinations, or any other procedures. All monitoring controlled by the State shall be performed in a manner that shall not unduly interfere with Grantee's performance hereunder. Document Builder Generated FT A53 I l Grant.OJ.Feb 12 -originated from appro\'ed OSC Grant template Re\· 1/12 /11 Page 7 of 45 D. Final Audit Report COOT -Division of Transit and Rail SAP PO #: 491001789 Routing #: I 9-HTR-ZL-00094 DUNS #:084024447 Ifan audit is performed on Grantee's records for any fiscal year covering a portion of the term of this Grant, Grantee shall submit a copy of the final audit repo1t to the State or its principal representative at the address specified herein . IO. CONFIDENTIAL INFORMATION-STATE RECORDS Grantee shall comply with the provisions of this §IO ifit becomes privy to confidential information in connection with its performance hereunder. Confidential info1111ation, includes, but is not necessarily limited to, any State records, personnel records, and information concerning individuals. Such information shall not include info1111ation required to be disclosed pursuant to the Colorado Open Records Act. CRS §24-72-10 I et seq. A. Confidentiality Grantee shall keep all State records and information confidential at all times and to comply with all laws and regulations concerning confidentiality of information . Any request or demand by a third party for State records and information in the possession of Grantee shall be immediately forwarded to the State ·s principal representative . B. Notification Grantee shall notify its agent, employees, Subgrantees, and assigns who may come into contact with State records and confidential information that each is subject to the confidentiality requirements set fo1th herein, and shall provide each with a written explanation of such requirements before they are permitted to access such records and information. C. Use, Security, and Retention Confidential information of any kind shall not be distributed or sold to any third party or used by Grantee or its agents in any way, except as authorized by this Grant or approved in writing by the State. Grantee shall provide and maintain a secure environment that ensures confidentiality of all State records and other confidential information wherever located . Confidential information shall not be retained in any files or otherwise by Grantee or its agents, except as pennitted in this Grant or approved in writing by the State. D. Disclosure-Liability Disclosure of State records or other confidential infonnation by Grantee for any reason may be cause for legal action by third parties against Grantee, the State or their respective agents. To the extent permitted by law. the Grantee shall indemnify, save, and hold harmless the State, its employees and agents, against any and all claims, damages. liability and court awards including costs. expenses, and attorney fees and related costs, incuJTed as a result of any act or omission by Grantee, or its employees, agents, Subgrantees, or assignees pursuant to this§ IO. 11. CONFLICTS OF INTEREST Subrecipient shall not engage in any business or personal activities or practices or maintain any relationships that conflict in any way with the full performance of Subrecipient's obligations hereunder. Such a conflict of interest would arise when a Subrecipient's employee, officer or agent, or any member of his or her immediate family, his or her partner, or an organization which employs or is about to employ any of the pa1ties indicated herein, has a financial or other interest in or receives a tangible personal benefit from Subrecipient's receipt of the Federal Award and /or entry into this Grant Agreement. Officers, employees and agents of the Subrecipient may neither solicit nor accept gratuities, favors, or anything of monetary value from contractors or parties to subcontracts . Subrecipient acknowledges that with respect to this Grant Agreement, even the appearance of a conflict of interest is harmful to the State's interests. Absent the State's prior written approval, Subrecipient shall refrain from any practices, activities or relationships that reasonably appear to be in conflict with the full performance of Subrecipient's obligations to the State hereunder. If a conflict or the appearance of a conflict exists, or if Subrecipient is uncertain whether a conflict or the appearance of a conflict of interest exists, Subrecipient shall submit to the State a disclosure statement setting forth the relevant details for the State's consideration . Failure to promptly submit a disclosure statement or to follow the State's direction in regard to the apparent conflict constitutes a breach of this Grant Agreement. Document Builder Generated FTA53 I I Grant.03 .Feb12 -originated from apprO\·ed OSC Grant template Rev 1/12 /11 Page 8 of 45 12. REPRESENTATIONS AND WARRANTIES COOT -Division of Transit and Rail SAP PO #: 491001789 Routing #: I 9-HTR-ZL-00094 DUNS #:084024447 Grantee makes the following specific representations and warranties. each of which was relied on by the State in entering into this Grant. A. Standard and Manner of Performance Grantee shall perform its obligations hereunder in accordance with the highest standards of care, skill and diligence in the industry, trades or profession and in the sequence and manner set forth in this Grant. B. Legal Authority-Grantee and Grantee's Signatory Grantee wa1Tants that it possesses the legal authority to enter into this Grant and that it has taken all actions required by its procedures. by-laws, and /or applicable laws to exercise that authority, and to lawfully authorize its undersigned signatory to execute this Grant, or any part thereof. and to bind Grantee to its terms. If requested by the State, Grantee shall provide the State with proof of Grantee· s authority to enter into this Grant within 15 days of receiving such request. C. Licenses, Permits, Etc. Grantee represents and watTants that as of the Effective Date it has, and that at all times during the term hereof it shall have, at its sole expense, all licenses, certifications, approvals, insurance, permits, and other authorization required by law to perform its obligations hereunder. Grantee watTants that it shall maintain all necessary licenses , certifications. approvals, insurance. permits. and other authorizations required to properly perform this Grant , without reimbursement by the State or other adjustment in Grant Funds . Additionally. all employees and agents of Grantee performing Services under this Grant shall hold all required licenses or certifications, if any, to perform their responsibilities. Grantee, if a foreign corporation or other foreign entity transacting business in the State of Colorado, further warrants that it cutTently has obtained and shall maintain any applicable certificate of authority to transact business in the State of Colorado and has designated a registered agent in Colorado to accept service of process. Any revocation, withdrawal or non-renewal of licenses, certifications, approvals. insurance, permits or any such similar requirements necessary for Grantee to properly perform the terms of this Grant shall be deemed to be a material breach by Grantee and constitute grounds for termination of this Grant. 13. INSURANCE Grantee and its Subgrantees shall obtain and maintain insurance as specified in this section at all times during the term of this Grant: All policies evidencing the insurance coverage required hereunder shall be issued by insurance companies satisfactory to Grantee and the State . A. Grantee i. Public Entities If Grantee is a "public entity" within the meaning of the Colorado Governmental Immunity Act, CRS §24-10-10 I, et seq., as amended (the '·GIA''), then Grantee shall maintain at all times during the term of this Grant such liability insurance, by commercial policy or self-insurance, as is necessary to meet its liabilities under the GIA. Grantee shall show proofof such insurance satisfactory to the State, if requested by the State. Grantee shall require each Grant with Subgrantees that are public entities, providing Goods or Services hereunder, to include the insurance requirements necessa1y to meet Subgrantee·s liabilities under the GIA . ii. Non-Public Entities If Grantee is not a "public entity" within the meaning of the GIA, Grantee shall obtain and maintain during the term of this Grant insurance coverage and policies meeting the same requirements set forth in §13(8) with respect to Subgrantees that are not "public entities". B. Grantee and Subgrantees Grantee shall require each Grant with Subgrantees, other than those that are public entities. providing Goods or Services in connection with this Grant , to include insurance requirements substantially similar to the following : i. Worker's Compensation Worker's Compensation Insurance as required by State statute, and Employer's Liability Insurance covering all of Grantee and Subgrantee employees acting within the course and scope of their employment. Document Builder Generated FTA53 l l Grant.OJ.Feb 12 -originah:d from approved OSC Grant tc:mplatc R.:\ 1/1 2/1 1 Page 9 of 45 ii. General Liability COOT -Division of Transit and Rail SAP PO #: 491001789 Routing #: I 9-HTR-ZL-00094 DUNS #:084024447 Commercial General Liability Insurance written on I SO occurrence form CG 00 0 I I 0/93 or equivalent, covering premises operations, fire damage, independent contractors, products and completed operations, blanket contractual liability, personal injury, and advertising liability with minimum limits as follows: (a) $1,000,000 each occurrence; (b) $1,000,000 general aggregate; (c) $1,000,000 products and completed operations aggregate: and (d) $50,000 any one fire. iii. Automobile Liabilit)' Automobile Liability Insurance covering any auto (including owned, hired and non-owned autos) with a minimum limit of$ l ,000,000 each accident combined single limit. iv. Additional Insured Grantee and the State shall be named a s additional insured on the Commercial General Liability Insurance policy (leases and construction Grants require additional insured coverage for completed operations on endorsements CG 20 IO 11 /85. CG 2037. or equivalent). ,.. Primacy of Coverage Coverage required of Grantee and Subgrantees shall be primary o ver any insurance or self-insurance program caiTied by Grantee or the State. \'i. Cancellation The above insurance policies shall include provisions preventing cancellation or non-renewal without at least 45 da ys prior notice to the Grantee and Grantee shall forward such notice to the State in accordance with § 16 (Notices and Representatives) within s e ven days of Grantee's receipt of such notice. vii. Subrogation Waiver All insurance policies in any way related to this Grant and secured and maintained by Grantee or its Subgrantees a s required herein shall include clauses stating that each carrier shall waive all rights of recovery . under subrog ation or otherwise. against Grantee or the State. its agencies. institutions. organization s , offi cers, agents, employees, and volunteers. C. Certificates Grantee and all Subgrantees shall provide certificates showing insurance coverage required hereunder to the State within seven bu s in ess days of the Effective Date of this Grant. No later than 15 days prior to the expiration date of any s uc h coverage. Grantee and each Subgrantee shall deliver to the State or Grantee certificates of in surance e v idencing renewals thereof. In addition, upon request by the State at any other time during the term of this Grant or an y subgrant. Grantee and each Subgrantee shall, within IO day s of such request, supply to the State e v idence satisfactory to the State of compliance with the provisions of this §13. 14. BREACH A. Defined In addition to any breaches specified in other sections of this Grant, the failure of either Party to perform any of its material obligations hereunder, in whole or in part or in a timely or satisfactory manner, constitutes a breach. The institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against Grantee, or the appointment of a recei ver or similar officer for Grantee or any of its property , which is not vacate d or full y stayed within 20 days after the institution or occurrence thereof. shall also constitute a breach. B. Notice and Cure Period In the event of a breach, notice of such shall be given in writing by the aggrieved Party to the other Party in the manner provided in §16. If such breach is not cured within 30 da y s ofreceipt of written notice, or ifa cure cannot be completed within 30 days, or if cure of the breach has not begun within 30 days and pursued with due diligence, the State may exercise any of the remedies set forth in §15. Notwithstanding anything to the contrary herein, the State, in its sole discretion. need not provide advance notice or a cure period and may immediately terminate this Grant in whole or in part if reasonably necessary to preserve public safety or to prevent immediate public crisis. Document Builder (icncratcd FT A53 I I Grant.03.Feb 12 -originated from appro\'ed OSC Grant h:mplate Re\ 1/12 /11 Page 10 of45 15. REMEDIES COOT -Division of Transit and Rail SAP PO #: 491001789 Routing #: l 9-HTR-ZL-00094 DUNS #:084024447 If Grantee is in breach under any provision of this Grant, the State shall have all of the remedies listed in this § 15 in addition to all other remedies set forth in other sections of this Grant following the notice and cure period set forth in §14(8), provided however, that the State may terminate this Grant pursuant to §15(8) without a breach. The State may exercise any or all of the remedies available to it, in its sole discretion, concurrently or consecutively. A. Termination for Cause and/or Breach If Grantee fails to perform any of its obligations hereunder with such diligence as is required to ensure its completion in accordance with the provisions of this Grant and in a timely manner, the State may notify Grantee of such non-performance in accordance with the provisions herein. If Grantee thereafter fails to promptly cure such non-performance within the cure period, the State, at its option, may terminate this entire Grant or such pait of this Grant as to which there has been delay or a failure to properly perform. Exercise by the State of this right shall not be deemed a breach of its obligations hereunder. Grantee shall continue performance of this Grant to the extent not terminated, if any. i. Obligations and Rights To the extent specified in any tennination notice, Grantee shall not incur futther obligations or render futther performance hereunder past the effective date of such notice, and shall tenninate outstanding orders and subcontracts with third patties. However, Grantee shall complete and deliver to the State all Work, Services and Goods not cancelled by the termination notice and may incur obligations as are necessary to do so within this Grant's terms. At the sole discretion of the State, Grantee shall assign to the State all of Grantee's right, title, and interest under such terminated orders or subgrants. Upon termination, Grantee shall take timely, reasonable and necessary action to protect and preserve property in the possession of Grantee in which the State has an interest. All materials owned by the State in the possession of Grantee shall be immediately returned to the State. All Work Product, at the option of the State, shall be delivered by Grantee to the State and shall become the State's property. ii. Payments The State shall reimburse Grantee only for accepted perfonnance up to the date of termination. If, after tennination by the State, it is determined that Grantee was not in breach or that Grantee's action or inaction was excusable, such termination shall be treated as a termination in the public interest and the rights and obligations of the Patties shall be the same as if this Grant had been terminated in the public interest. as described herein. iii. Damages and Withholding Notwithstanding any other remedial action by the State, Grantee also shall remain liable to the State for any damages sustained by the State by vi1tue of any breach under this Grant by Grantee and the State may withhold any payment to Grantee for the purpose of mitigating the State's damages, until such time as the exact amount of damages due to the State from Grantee is determined. The State may withhold any amount that may be due to Grantee as the State deems necessary to protect the State, including loss as a result of outstanding liens or claims of former lien holders, or to reimburse the State for the excess costs incurred in procuring similar goods or services. Grantee shall be liable for excess costs incurred by the State in procuring from third parties replacement Work, Services or substitute Goods as cover. B. Early Termination in the Public Interest The State is entering into this Grant for the purpose of carrying out the public policy of the State of Colorado, as determined by its Governor, General Assembly, and/or courts. If this Grant ceases to fwther the public policy of the State, the State. in its sole discretion. may terminate this Grant in whole or in part. Exercise by the State of this right shall not constitute a breach of the State's obligations hereunder. This subsection shall not apply to a termination of this Grant by the State for cause or breach by Grantee, which shall be governed by §15(A) or as otherwise specifically provided for herein. i. Method and Content The State shall notify Grantee of such termination in accordance with §16. The notice shall specify the effective date of the tennination and whether it affects all or a portion of this Grant. Document Builder Generated FT A53 l l Grant.03.Feb 12 -originated from appro\'ed OSC Grant template Rev 1/1 2/1 1 Page 11 of45 ii. Obligations and Rights COOT -Division of Transit and Rail SAP PO #: 491001789 Routing #: I 9-HTR-ZL-00094 DUNS #:084024447 Upon receipt of a termination notice, Grantee shall be subject to and comply with the same obligations and rights set fo11h in § 1 S(A)(i). iii. Payments If this Grant is tenninated by the State pursuant to this §15(8), Grantee shall be paid an amount which bears the same ratio to the total reimbursement under this Grant as the Services satisfactorily performed bear to the total Services covered by this Grant, less payments previously made. Additionally, if this Grant is less than 60 % completed, the State may reimburse Grantee for a portion of actual out-of-pocket expenses (not otherwise reimbursed under this Grant) incurred by Grantee which are directly attributable to the uncompleted portion of Grantee's obligations hereunder; provided that the sum of any and all reimbursement shall not exceed the maximum amount payable to Grantee hereunder. C. Remedies Not Involving Termination The State, in its sole discretion, may exercise one or more of the following remedies in addition to other remedies available to it: i. Suspend Performance Suspend Grantee's performance with respect to all or any portion of this Grant pending necessaiy cotTective action as specified by the State without entitling Grantee to an adjustment in price/cost or performance schedule. Grantee shall promptly cease pcrfi.mnance and incurring costs in accordance with the State ·s directive and the State shall not be liable for costs incurred by Grantee after the suspension of performance under this provision. ii. Withhold Payment Withhold payment to Grantee until corrections in Grant e e's performance are satisfactorily made and completed. iii. Deny Payment Deny pay ment for those obligation s not performed, that due to Grantee's actions or inactions, cannot be performed or, ifperfonned, would be ofno value to the State; provided, that any denial of payment shall be reasonably related to the value to the State of the obligations not performed. iv. Removal Demand removal of any ofGrantee·s employees, agents, or Subgrantees whom the State deems incompetent. careless. insubordinate. unsuitable, or otherwise unacceptable, or w hose continued relation to this Grant is deemed to be contrary to the public interest or not in the State's best interest . v. Intellectual Property If Grantee infringes on a patent, copyri g ht , trademark, trade secret or other intellectual property right while perfonning its obligations under this Grant, Grantee shall , at the State's option (a) obtain for the State or Grantee the right to use such products and services; (b) replace any Goods, Services, or other product involved with non-infringing products or modify them so that they become non-infringing; or, (c) if neither of the foregoing alternatives are reasonably available, remove any infringing Goods. Services, or products and refund the price paid therefore to the State. Document Builder Generated FTA53 I I Grant.03.Feb 12 -originated from approved OSC Grant template Rev 1/1 2/11 Page 12 of45 16. NOTICES and REPRESENTATIVES COOT -Division of Transit and Rail SAP PO #: 491001789 Routing #: I 9-HTR-ZL-00094 DUNS #:084024447 Each individual identified below is the principal representative of the designating Party . All notices required to be given hereunder shall be hand delivered with receipt required or sent by certified or registered mail to such Party's principal representati ve at the address set forth below. In addition to, but not in lieu of a hard-copy notice, notice also may be sent by e-mail to the e-mail addresses, if any, set forth below. Either Party may from time to time designate by written notice substitute addresses or persons to whom such notices shall be sent. Unless otherwise provided herein, all notices shall be effective upon receipt. A. State: Jane Hickey Division of Transit and Rail 2829 W. Howard Place Denver, CO 80204 303-757-9237 jane.hickey@ state.co.us B. Grantee: Jared Barnes EAGLE COUNTY PO BOX 1070 Gypsum, CO, 81637 970-328-3528 jared.barnes@ eaglecounty.us 17. RIGHTS IN DATA, DOCUMENTS, AND COMPUTER SOFTWARE Grantee agrees to provide to the State a royalty-free, non-exclusive and in-evocable license to reproduce publish or otherwise use and to authorize others to use the Work Product described herein, for the Federal Government and State purposes. All Work Product shall be delivered to the State by Grantee upon completion or termination hereof. 18. GOVERNMENTAL IMMUNITY Notwithstanding any other provision to the contrary, nothing herein shall constitute a waiver, express or implied, of any of the immunities, rights, benefits, protection, or other provisions of the GIA. Liability for claims for injuries to persons or property arising from the negligence of the State of Colorado, its departments, institutions. agencies, boards. officials. and employees is controlled and limited by the provisions of the GIA and the risk management statutes, CRS §24-30-150 I. et seq .. as amended. 19. STATEWIDE CONTRACT MANAGEMENT SYSTEM If the maximum amount payable to Grantee under this Grant is $100,000 or greater, either on the Effective Date or at anytime thereafter. this § 19 applies. Grantee agrees to be governed, and to abide, by the provisions of CRS §24-102-205. §24-102-206, §24-103- 60 I. §24-103.5-10 I and §24-105-102 concerning the monitoring of vendor performance on state Grants and inclusion of Grant performance information in a statewide Contract Management System. Grantee's performance shall be subject to Evaluation and Review in accordance with the terms and conditions of this Grant. State law. including CRS §24-103.5-101. and State Fiscal Rules, Policies and Guidance. Evaluation and Review ofGrantee·s performance shall be part of the normal Grant administration process and Document Builder Generated FTA53 I I Grant.03.Fcb 12 -originated from approved OSC Grant template Re v 1/12 11 1 Page 13 of45 COOT -Division of Transit and Rail SAP PO #: 491001789 Routing #: 19-HTR-ZL-00094 DUNS #:084024447 Grantee·s performance will be systematically recorded in the statewide Contract Management System. Areas of Evaluation and Review shall include, but shall not be limited to quality, cost and timeliness. Collection of infonnation relevant to the performance ofGrantee·s obligations under this Grant shall be detennined by the specific requirements of such obligations and shall include factors tailored to match the requirements of Grantee's obligations. Such perfonnance infonnation shall be entered into the statewide Contract Management System at intervals established herein and a final Evaluation, Review and Rating shall be rendered within 30 days of the end of the Grant term. Grantee shall be notified following each performance Evaluation and Review, and shall address or correct any identified problem in a timely manner and maintain work progress. Should the final performance Evaluation and Review detennine that Grantee demonstrated a gross failure to meet the performance measures established hereunder, the Executive Director of the Colorado Department of Personnel and Administration (Executive Director), upon request by COOT and showing of good cause, may debar Grantee and prohibit Grantee from bidding on future Grants. Grantee may contest the final Evaluation, Review and Rating by : (a) filing rebuttal statements, which may result in either removal or correction of the evaluation (CRS §24-105-102(6)). or (b) under CRS §24-105-102(6), exercising the debarment protest and appeal rights provided in CRS §§24-109-106, 107,201 or 202, which may result in the reversal of the debarment and reinstatement of Grantee, by the Executive Director, upon a showing of good cause. 20. GENERAL PROVISIONS A. Assignment and Subgrants Grantee ·s rights and obligations hereunder are personal and may not be transferred, assigned or subgranted without the prior. written consent of the State. Any attempt at assignment. transfer. or subgranting without such consent shall be void. All assignments, subgrants, or Subgrantees approved by Grantee or the State arc subject to all of the provisions hereof Grantee shall be solely responsible for all aspects of subgranting arrangements and perfonnance. B. Binding Effect Except as otherwise provided in §20(A), all provisions herein contained, including the benefits and burdens. shall extend to and be binding upon the Parties' respective heirs. legal representatives, successors, and assigns. C. Captions The captions and headings in this Grant are for convenience of reference onl y , and shall not be used to interpret, define, or limit its pro v isions. D. Counterparts This Grant may be executed in multiple identical original counterpat1s, all of which shall constitute one agreement. E. Entire Understanding This Grant represents the complete integration of all understandings between the Parties and al I prior representations and understandings, oral or written, are merged herein. Prior or contemporaneous additions, deletions, or other changes hereto shall not have any force or effect whatsoever. unless embodied herein. F. Indemnification-General To the extent permitted by law, Grantee shall indemnify, save, and hold harmless the State, its employees and agents. against any and all claims, damages, liability and com1 awards including costs. expenses, and attorney fees and related costs, incurred as a result of an y act or omission by Grantee, or its employees. agent s , Subgrantees, or assignees pursuant to the terms of this Grant; however, the provisions hereof shall not be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protection, or other pro v isions, of the GIA, or the Federal Tort Claims Act, 28 USC 2671 et seq ., as applicable, as now or hereafter amended. G. Jurisdiction and Venue All suits. actions. or proceedings related to this Grant shall be held in the State of Colorado and exclusive venue shall be in the City and County of Denver. Document Builder Generated FTA53 I 1 Grant.03.Feb12 -originated from apprO\ed OSC Grant template Rev 1/1 2/11 Page 14 of 45 H. Modification i. By the Parties: COOT -Division of Transit and Rail SAP PO #: 491001789 Routing #: l 9-HTR-ZL-00094 DUNS #:084024447 Except as specifically provided in this Grant, modifications of this Grant shall not be effective unless agreed to in writing by the Parties in an amendment to this Grant, properly executed and approved in accordance with applicable Colorado State law, State Fiscal Rules, and Office of the State Controller Policies, including, but not limited to, the policy entitled MODIFICATIONS OF CONTRACTS - TOOLS AND FORMS. ii. By Operation of Law This Grant is subject to such modifications as may be required by changes in federal or Colorado State law, or their implementing regulations. Any such required modification automatically shall be incorporated into and be part of this Grant on the effective date of such change. as if full y set forth herein. I. Order of Precedence The provisions of this Grant shall govern the relationship of the Parties. In the event of conflicts or inconsistencies between this Grant and its exhibits and attachments including, but not limited to, those provided by Grantee, such conflicts or inconsistencies shall be resolved by reference to the documents in the following order of priority: i. Exhibit C (Supplemental Federal Provisions for Federally Funded Contracts, Grants, and Purchase Orders-FF AT A), ii. Exhibit D (Supplemental Federal Provisions for Federal Awards) iii. Exhibit E (Required Third Party Contract / Agreement Clauses). iv. Colorado Special Provisions, v. The Provisions of the main body of this Grant, vi. Exhibit A (Scope of Work and Budget}, vii. Additional Exhibits in the order in which they appear. J. Senrability Provided this Grant can be executed and performance of the obligations of the Parties accomplished within its intent. the provisions hereof are severable and any provision that is declared invalid or becomes inoperable for any reason shall not affect the validity of any other provision hereof. K. Survival of Certain Grant Terms Notwithstanding anything herein to the contrary, provisions of this Grant requiring continued performance, compliance, or effect after termination hereof, shall survi ve such termination and shall be enforceable by the State if Grantee fails to perfonn or comply as required. L. Taxes The State is exempt from all federal excise taxes under !RC Chapter 32 (No. 84-730 I 23K) and from all State and local government sales and use taxes under CRS §§39-26-10 I and 20 I et seq. Such exemptions appl y when materials are purchased or services rendered to benefit the State; provided however, that certain political subdivisions ( e.g .. City of Denver) may require payment of sales or use taxes even though the product or service is provided to the State. Grantee shall be solely liable for paying such taxes as the State is prohibited from paying for or reimbursing Grantee for them. M. Third Party Beneficiaries Enforcement of this Grant and all rights and obligations hereunder are reserved solely to the Parties, and not to any third party. Any services or benefits which third patties receive as a result of this Grant are incidental to the Grant, and do not create any rights for such third parties. N. Waiver Waiver of any breach of a term. provision. or requirement of this Grant. or any right or remedy hereunder, whether explicitly or by lack of enforcement, shall not be construed or deemed as a waiver of an y subsequent breach of such te1111, provision or requirement, or of any other tenn, provision, or requirement. 0. CORA Disclosure To the extent not prohibited by federal law, this Grant and the perfom1ance measures and standards under CRS §24-103 .5-IO I, if any, are subject to pub! ic release through the Colorado Open Records Act, CRS §24-72-10 I, et seq. Document Builder Generated FTA53 I I Grant.03.Feb 12 -originated from appro\'ed OSC Grant template Re v 1/12 /1 I Page 15 of45 21. COLORADO SPECIAL PROVISIONS These Special Provisions apply to all Grants except where noted in italics . A. CONTROLLER'S APPROVAL. CRS §24-30-202 (I) COOT -Division of Transit and Rail SAP PO #: 491001789 Routing #: I 9-HTR-ZL-00094 DUNS #:084024447 This Grant shall not be deemed valid until it has been approved by the Colorado State Controller or designee. B. FUND AVAILABILITY. CRS §24-30-202(5.5) Financial obligations of the State payable after the cmTent fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available. C. GOVERNMENT AL IMMUNITY No term or condition of this Grant shall be construed or interpreted as a waiver, express or implied , of any of the immunities, rights, benefits, protections, or other provisions. of the Colorado Governmental Immunity Act, CRS §24-10-101 et seq., or the Federal Tort Claims Act , 28 U.S.C. §§1346(b) and 2671 et seq., as applicable now or hereafter amended. D. INDEPENDENT CONTRACTOR Grantee shall perform its duties hereunder as an independent contractor and not as an employee. Neither Grantee nor any agent or employee of Grantee shall be deemed to be an agent or employee of the State . Grantee and its employees and agents arc not entitled to unemployment insurance or workers compensation benefits through the State and the State shall not pay for or otherwise provide such coverage for Grantee or any of its agents or employ ees. Unemploy ment insurance benefits will be available to Grantee and its employees and agents only if such coverage is made available by Grantee or a third party. Grantee shall pay when due all applicable employment ta xes and income taxes and local head taxes incurred pursuant to this Grant. Grantee shall not have authorization, express or implied, to bind the State to any agreement, liability or understanding, except as expressly set forth herein . Grantee shall (a) provide and keep in force workers' compensation and unemployment compensation insurance in the amounts required by law, (b) provide proof thereof when requested by the State. and (c) be solely responsible for its acts and those of its employees and agents. E. COMPLIANCE WITH LAW Grantee shall strictl y comply with all applicable federal and State laws. rules, and regulations in effect or hereafter established, including, without limitation, laws applicable to discrimination and unfair employment practices. F. CHOICE OF LAW Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the interpretation, execution, and enforcement of this grant. Any provision included or incorporated herein by reference which conflicts with said laws , rules, and regulations shall be null and void . Any provision incorporated herein by reference which purports to negate this or any other Special Provision in whole or in part shall not be valid or enforceable or available in any action at law, whether by way of complaint, defense, or otherwise. Any prov ision rendered null and void by the operation of this provision shall not invalidate the remainder of this Grant, to the extent capable of execution. G. BINDING ARBITRATION PROHIBITED The State of Colorado does not agree to binding arbitration by any extra-judicial body or person . Any provision to the contrary in this Grant or incorporated herein by reference shall be null and void . H. SOFTWARE PIRACY PROHIBITION. Governor's Executive Order D 002 00 State or other public funds payable under this Grant shall not be used for the acquisition, operation, or maintenance of computer software in violation of federal copyright laws or applicable licensing restrictions . Grantee hereby certifies and warrants that, during the term of this Grant and any extensions , Grantee has and shall maintain in place appropriate systems and controls to prevent such improper use of public funds . If the State determines that Grantee is in violation of this provision, the State may exercise any remedy available at law or in equity or under this Grant, including, without limitation, immediate termination of this Grant and any remedy consistent with federal copyright laws or applicable licensing restrictions . Document Builder Generated fTA53 I I Grant.OJ.Feb 12 -originated from appro ved OSC Grant template Re v 1/12 /1 I Page 16 of45 COOT -Division of Transit and Rail SAP PO #: 491001789 Routing #: I 9-HTR-ZL-00094 DUNS #:084024447 I. EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST. CRS §§24-18-201 and 24-50-507 The signatories aver that to their knowledge, no employee of the State has any personal or beneficial interest whatsoever in the service or property described in this Grant. Grantee has no interest and shall not acquire any interest, direct or indirect, that would conflict in any manner or degree with the performance of Grantee's services and Grantee shall not employ any person having such known interests. J. VENDOR OFFSET. CRS §§24-30-202 (I) and 24-30-202.4 [Not applicable to illfergovernmental agreements! Subject to CRS §24-30-202.4 (3.5), the State Controller may withhold payment under the State's vendor offset intercept system for debts owed to State agencies for: (a) unpaid child support debts or child support an-earages; (b) unpaid balances of tax, accrued interest, or other charges specified in CRS §39-21-10 I, et seq.; (c) unpaid loans due to the Student Loan Division of the Department of Higher Education; (d) amounts required to be paid to the Unemployment Compensation Fund: and (e) other unpaid debts owing to the State as a result of final agency determination or judicial action. K. PUBLIC GRANTS FOR SERVICES. CRS §8-17.5-101 [Not applicable to agreements relating to the offer, issuance, or sale of securities, investmellf advismy services orfimd management services, sponsored projects, intergovernmental agreements, or information technology services or products am/ services I Grantee ce1tifies, warrants, and agrees that it does not knowingly employ or contract with an illegal alien who will perfonn work under this Grant and will confirm the employment eligibility of all employees who are newly hired for employment in the United States to perform work under this Grant, through participation in the E-Verify Program or the State program established pursuant to CRS §8-l 7.5-102(5)(c), Grantee shall not knowingly employ or contract with an illegal alien to perform work under this Grant or enter into a grant with a Subgrantee that fails to certify to Grantee that the Subgrantee shall not knowingly employ or contract with an illegal alien to perform work under this Grant. Grantee (a) shall not use E- Verify Program or State program procedures to undertake pre-employment screening of job applicants while this Grant is being performed, (b) shall notify the Sub grantee and the granting State agency within three days if Grantee has actual knowledge that a Subgrantee is employing or contracting with an illegal alien for work under this Grant, (c) shall tenninate the subgrant ifa Subgrantee does not stop employing or contracting with the illegal alien within three days of receiving the notice, and (d) shall comply with reasonable requests made in the course of an investigation, undertaken pursuant to CRS §8-17.5-102(5), by the Colorado Department of Labor and Employment. If Grantee participates in the State program. Grantee shall deliver to the granting State agency. Institution of Higher Education or political subdivision. a written. notarized affirmation. affirming that Grantee has examined the legal work status of such employee, and shall comply with all of the other requirements of the State program. If Grantee fails to comply with any requirement of this provision or CRS §8-17.5-10 I et seq., the granting State agency, institution of higher education or political subdivision may terminate this Grant for breach and, if so terminated, Grantee shall be liable for damages. L. PUBLIC GRANTS WITH NATURAL PERSONS. CRS §24-76.5-101 Grantee, if a natural person eighteen ( 18) years of age or older. hereby swears and affirms under penalty of perjury that he or she (a) is a citizen or otherwise lawfully present in the United States pursuant to federal law. (b) shall comply with the provisions ofCRS §24-76.5-101 et seq., and (c) has produced one form of identification required by CRS §24-76.5-103 prior to the effective date of this Grant. THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK Document Builder Generated FT A53 11 Grant.03 .Feb 12 -originated from approved OSC Grant template ReY 11 12/1 I Page 17 of 45 22. SIGNATURE PAGE COOT -Division of Transit and Rail SAP PO #: 491001789 Routing #: I 9-HTR-ZL-00094 DUNS #:084024447 THE PARTIES HERETO HAVE EXECUTED THIS GRANT * Persons signing for Grantee hereby swear and affirm that they are authorized to act on Grantee's behalf and acknowledge that the State is relying on their re1nesentations to that effect. GRANTEE EAGLE COUNTY By: -\-;c,JJ/1/& ,Mcc'.l,(-~"' t· / Print Name of Authorized Individual Title: C. r-//)1fl Print Title of Authorized Individual ~prQ *Sgature ~ ; Date: / z,/u/18 I 2nd Gran tee Signature if Needed By: Print Name of Authorized Individual Title: Print Title of Authori z ed Individual *Signature Date: ------------ By: STATE OF COLORADO John W. Hickenlooper, Governor lorado Department of Transportation I\· ·chael P. Lewis-Executi Director Signato y avers to th e State Controller or delegate that. except as specified herein . Grantee ha s not begun performance or th at a Statutory Violati o n wai\'er has been requested under Fiscal Rules Date: IZ. I@ I Z.01& --~7,-..~,---=~~-- ALL GRANTS REQUIRE APPROVAL BY THE ST ATE CONTROLLER CRS §24-30-202 requires the State Controller to appro\'e all State grants. This Grant is not valid until signed and ated below by the State Controller or delegate. Grantee is not authorized to begin performance until such time. If an tee begins performing prior thereto, the State of Colorado is not obligated to pay Grantee for such performance or for any goods and/or services prov ided hereunder. Doi:ument Builder Ge nerated FTA53 I I Grant.OJ .Feb 12 -originated from approved OSC Grant template Rev 1/12/1 I Page 18 of45 23. EXHIBIT A-SCOPE OF WORK AND BUDGET Project Description* CY2019 FT A 5311 Operating Federal Awardine: Ae:ency Federal Transit Administration Federal Regional Contact Cindy Terwilliger Federal Award Date To Be Detennined FAIN To Be Detennined CFDA Title Formula Grants for Rural Areas Subrecipient Eagle County Contact Name Jared Barnes Address PO Box 1070 Gypsum, CO 81637 Email i a red. bames(meaglecounty. us Total Project Bude:et **WBS Element ALI Federal Funds I Local Funds I Total Project Budget Amount CFDA# DUNS COOT -Division of Transit and Rail SAP PO #: 491001789 Routing #: 19-HTR-ZL-00094 DUNS #:084024447 20.509 084024447 Vendor Number 2000124 Phone# 970-328-3528 Indirect Rate N I A Opera tine: Costs 19-11-4039.ECOR .300 30.09 .01 50 % $350,100 50 % $350, l 00 $700,200 Total Project Amount Encumbered via This Grant Ae:reement $700,200 *This grant is not a research and development project. **The grants and line item WBS numbers may be replaced ,vithout changing the amount of the grant at CDOrs discretion. A. Project Description Eagle County (Subrecipient) shall maintain the existence of public transportation services through the following goals : l . Enhance access to health care, education, employment, public services, recreation, social transactions , and other basic needs 2. Assist in the maintenance, development, improvement and use of public transportation in their Transportation Planning Region (TPR) 3. Encourage and facilitate the most efficient use of all transportation funds used to provide passenger transportation in their TPR through the coordination of programs and services 4 . Encourage mobility management, employment-related transportation alternatives, joint development practices. and transit-oriented development Section 53 l l funding is pro vided to support the services described in the Project Description above for calendar year 2019 (Janumy 1 -December 3 I). B. Performance Standards 1. Performance will be reviewed throughout the Grant Agreement. Eagle County will repo1t to the COOT Project Manager when one or more of the following occurs: a. Budget or schedule changes b. Scheduled milestone or completion dates were not met c. Identification of problem areas and how the problems will be solved d. Expected impacts and the efforts to recover from delays 2. Perfonnance will be reviewed based on: a. Completion of 5311 Program Measure Repmts/Quarterly Reports in COTRAMS (Colorado Transit and Rail Awards Management System), and b. Completion of annual National Transit Database (NTD) Report. Document Builder Genera1ed FT A53 11 Grant.03.Feb 12 -originated from approved OSC Grant template Re,· I/ 12 /11 Page 19 of45 COOT -Division of Transit and Rail SAP PO #: 491001789 Routing #: 19-HTR-ZL-00094 DUNS #:084024447 3. Program Measure Reports/Quarterly Reports will be submitted in COTRAMS by the following due dates: a . Quarter I due April 28'h b . Quaiier 2 due July 28'" c . Quarter 3 due October 28 th d . Quarter 4 due January 28 th 4 . Milestones Milestone Name Milestone Description Original Estimated. Completion Date MILE-07 5 14 8 Submit Reimbursement Reque st in COTRAMS Monthly MILE-0 75149 Submit Progress Reports Quarterly MILE-075150 Submit Final Reimbursement Request in C OTRAMS March I , 2020 IMPORTANT NOTE: All mile stone s in thi s s cope of work mu st be compl eted (except for the final reimbursement request) no later than th e contract expiration date of Decembe r 3 1, 2019 . C. Project Budget I . The Total Project Budget is $700,200. Th e State will pay no more than 50 % of the eligible , actual operating costs up to the maximum amount of $350, I 00 . Eagle County shall be solely responsible for all costs incurred in the Project in excess of the amount paid by the State from funds for the share of eligible, actual costs . For COOT accounting purposes, the Federal Operating Funds of$350, 100 (50%). and matching Local Operating Funds of $350 ,100 (50°~) will be encumbered by this Grant Agreement. 2 . Eagle County 's share, together with the Federal share , shall be in an amount sufficient to assure payment of the net Project cost . The State will administer funds for this Project under the terms of this Grant Agreement, provided th a t the share of FT A funds to be administered by the State are made available and remain available . In no event shall the State have any obligation to provide State funds or provide FT A funds for the Eagle County's share of the Project. Eagle County shall initiate and prosecute to completion all actions necessary to enable Eagle County to pro v ide its share of the Project costs at or prior to the time that such funds are needed to meet Project costs . 3 . No refund or reduction of the amount of the Eagle County's share to be provided will be allowed unless there is at the same time a refund or reduction of the share of a proportionate amount. 4 . Eagle County may use funds for the local share , but those funds cannot be from other Department of Transportation (DOT) programs . The Eagle County 's share, together with the share , must be enough to ensure payment of Total Project Budget. D. Allowable Costs I . Eagle County shall agree to adhere to the provisions for allowable and unallowable costs cited in the following regulations : 2 CFR 200.420 through 200.475; FTA C 50 I 0 .1 E Chapter VI ; Financial Man a gement ; Master Agreement, Section 6 '·Non-Federal Share:" and 2 CFR 200 . I 02 . Other applicable requirements for cost allowability not cited previously, shall also be considered . 2 . Eagle County 's operating expenses are those costs directly related to sy stem operations . Eagle County at a minimum , should consider the following items as operating expenses : fuel , oil , drivers' salaries and fringe benefits, dispatcher salaries and fringe benefits, and licenses . 3 . If Eagle County elects to take administrative assistance, eligible costs may include but are not limited to : general administrative expenses (e.g., salaries of the project director, secretary, and bookkeeper); marketing e xpenses ; insurance premiums or payments to a self-insurance reserve ; office supplies ; facilities and equipment rental; standard overhead rates ; and the costs of administering drug and alcohol testing . Additionally, administrative costs for promoting and coordinating ridesharing are eligible as project administration if the activity is part of a coordinated public transportation program . Document Builder Generated FTA53 I l Grant.03 .Febl2 -originated from appro ve d OSC Grant te mplate Re~ 1/12 111 Page 20 of 45 E. Reimbursement Eligibility COOT -Division of Transit and Rail SAP PO #: 491001789 Routing #: I 9-HTR-ZL-00094 DUNS #:084024447 I. Eagle County must submit invoice(s) monthly via COTRAMS. Reimbursement will apply only to eligible expenses that are incu1Ted within the period ofperfonnance (January I -December 31) of this Grant Agreement. 2. Reimbursement requests must be within the limits of Section D, Allowable Costs, of this Grant Agreement. Eagle County will be reimbursed based on the ratio of Federal Share and Local Share set fo11h in Project Budget above . 3 . Eagle County must submit the final invoice within 60 days of December 31, 2019 and complete a Grant Closeout and Liquidation (GCL) Form in COTRAMS. within 15 days of final reimbursement payment. F. Special Conditions I . Eagle County will comply with the Federal Transit Administration (FT A) Drug and Alcohol Regulations, to include on time submission to FTA 's Drug and Alcohol Management Information System (DAMIS). 2. Eagle County shall maintain and report all information required by the National Transit Database (NTD) and any other financial, fleet, service data. 3 . Any costs reimbursed to Eagle County for this project, from other grant program funds may not be listed as a cost to be shared by FT A on a reimbursement request (i .e., no double billing). 4. If Eagle County is unable to perform the activities described under Paragraph A., Project Description, or must significantly change its level of service described herein. the Subrecipient shall notify the State in writing. 5. Eagle County must obtain prior State approval if FT A funds are intended to be used for payment ofa lease or for third-party contracts . 6 . Eagle County shall document any loss. damage, or theft of FT A/State-funded property, equipment or rolling stock in COTRAMS . 7. Eagle County will work cooperatively with COOT to market and /or publicize this project as requested by COOT. Such effo11s may include ribbon cuttings, news articles, photos, and /or other media to be supplied by Eagle County as appropriate. 8. Eagle County must permit COOT and its auditors to have access to Eagle County's records and financial statements as necessary for COOT to meet the requirements. 9. Eagle County shall ensure that it does not exclude from participation in, deny the benefits of, or subject to discrimination an y person in the United States on the ground of race , color. national origin, sex, age or disabilit y. I 0. Eagle County shall seek to ensure non-discrimination in its programs and activities by developing and maintaining a Title VI Program in accordance with the '·Requirements for FTA Subrecipients" in CDOT's Title VI Program Plan and Federal Transit Administration Circular 4702.1 B, "Title VI Requirements and Guidelines for FT A Recipients ." The Party shall also facilitate FTA ·s compliance with Executive Order 12898 and DOT Order 5610.2(a) by incorporating the principles of environmental justice in planning. project development and public outreach in accordance with FTA Circular 4703 . l "Environmental Justice Policy Guidance for Federal Transit Administration Recipients ." 11 . Eagle County will provide comparable transportation services to persons with disabilities according to the Americans with Disabilities Act of 1990. as applicable . Eagle County shall agree to produce and maintain documentation that supports compliance with the Americans with Disabilities Act to COOT upon request. 12. Eagle County shall ensure that it will comply with the Americans with Disabilities Act, Section 504 of the Rehabilitation Act, FTA guidance, and any other Federal, State, and /or local laws, rules and /or regulations. In Document Builder Generated fT A53 I I Grant.03.Fcb 12 -originated from approved OSC Grant template Re\· 1/1 2/1 1 Page 21 of45 COOT -Division of Transit and Rail SAP PO #: 491001789 Routing #: 19-HTR-ZL-00094 DUNS #:084024447 any contract utilizing funds, land, or other aid. the Eagle County shall require its -aid recipients and /or contractors to provide a statement of written assurance that they will comply with Section 504 and not discriminate on the basis of disability. 13. Eagle County shall develop and maintain an ADA Program in accordance with 28 CFR Part 35, Nondiscrimination on the Basis of Disability in State and Local Government Services, FTA Circular4710.l, and an y additional requirements established by COOT for FT A Subrecipients. 14. Eagle County shall prov ide COOT with an equity analysis if the project invol ves choosing a site or location of a facility in accordance to FTA Circular 4702.1 B . 15. Eagle County shall update it s COTRAMS agency profile of any alterations to existing construction or any new construction in accordance with FT A Circular 4 710.1. 16. Eagle County shall include nondi scrimination language and the DBE assurance in all contracts and solicitations in accordance with DBE regulation s . 49 CFR part 26 and CDOT's DBE program. 17. Record retention shall adhere to the requirements outlined in 2 CFR 200.333 and FTA C 50 I 0.1 E. G. Training In an effort to enhance transit safety, Eagle County shall make a good faith effort to ensure that appropriate training of agency personnel is occuning and that personnel are up to date in appropriate certifications. In particular, Eagle County shall ensure that driving personnel are provided professional training in defensive driving, training on the handling of mobility devices. and training on transporting older adults and people with disabilities. H. Restrictions on Lobbying Eagle County is certifying that it complie s with 2 C F R 200.450 by entering into this Grant Agreement. Document Builder Generated F T A53 I I Grant.OJ.Feb 12 -ori g inated from approved OSC Grant template Re v 1/1 2/1 1 Page 22 of 45 24. EXHIBIT B -VERIFICATION OF PAYMENT COOT -Division of Transit and Rail SAP PO #: 491001789 Routing #: I 9-HTR-ZL-00094 DUNS #:08402444 7 This checklist is to assist the Grantee in preparation of its billing packets to COOT. This checklist is provided as guidance and is subject to change by COOT. COOT shall provide notice of any such changes to Grantee. All items may not apply to your pa1ticular entity . CDOT's goal is to reimburse Grantees as quickly as possible and a well organized and complete billing packet helps to expedite payment. D Verification of Payment- ✓ General Ledger Repott must have the following: o Identify check number or EFT number o Ifno check number is available. submit Accounts Payable Distribution report with the General Ledger o In-Kind (must be pre-approved by COOT) and /or cash match o Date of the report o Accounting period o Current period transactions o Account coding for all incurred expenditures . ✓ Ifno General Ledger Repo11, all of the following are acceptable: o copies of checks o check registers o paycheck stub showing payment number o showing the amount paid . the check number or electronic funds transfer (EFT) and the date paid. ✓ COOT needs to ensure that expenditures incurred by the local agencies have been paid by the local agency before CDOT is invoiced by the local agency . ✓ Payment amounts should match the amount requested on the reimbursement. Additional explanation and documentation is required for any variances. D In-Kind or Cash Match -If an entity wishes to use these types of match, they must be approved by CDOT prior to any work taking place. ✓ If in-kind or cash match is being used for the local match, the in-kind or cash match portion of the project must be included in the project application and the scope of work attached to the contract or purchase order. FT A does not require pre-approval of in-kind or cash match, but COOT does. ✓ General ledger must also show the in-kind and/or cash match. 0 Indirect costs -If an entity wishes to use indirect costs, the rate must be approved by CDOT prior to applying it to the reimbursements. ✓ If indirect costs are being requested, an approved indirect letter from COOT or your cognizant agency must be provided. The letter must state what indirect costs are allowed, the approved rate and the time period for the approval. The indirect cost plan must be reconciled annually and an updated letter submitted each year thereafter. 0 Fringe Benefits-Considered part of the Indirect Cost Rate and must be reviewed and approved prior to including these costs in the reimbursements. ✓ Submit an approval letter from cognizant agency that verifies fringe benefit or ✓ Submit the following fringe benefit rate proposal package to COOT Audit Division : o Copy of Financial Statement o Personnel Cost Worksheet o State of Employee Benefits o Cost Policy Statement Document Builder Generated FT A53 11 Grant.03 .Feb 12 -originated from approved OSC Grant template Re\' l /1 2/11 Page 23 of 45 COOT -Division of Transit and Rail SAP PO #: 491001789 Routing #: l 9-HTR-ZL-00094 DUNS #:084024447 25. EXHIBIT C-SUPPLEMENTAL FEDERAL PROVISIONS FOR FEDERALLY FUNDED CONTRACTS, GRANTS, and PURCHASE ORDERS-FFATA State of Colorado Supplemental Provisions for Federally Funded Contracts, Grants, and Purchase Orders Subject to The Federal Funding Accountability and Transparency Act of 2006 (FF AT A), As Amended As of3-20-13 The contract, grant, or purchase order to which these Supplemental Provisions are attached may be funded, in whole or in part, with an award of Federal funds. In the event of a conflict between the provisions of these Supplemental Provisions. the Special Provisions, the contract or any attachments or exhibits incorporated into and made a part of the contract, the provisions of these Supplemental Provisions shall control. I. Definitions. For the purposes of these Supplemental Provisions. the following terms shall have the meanings ascribed to them below. I. I. "Award" means an award of Federal financial assistance that a non-Federal Entity receives or administers in the form of: Grants; Contracts; I. I. I. 1.1.2. I. 1.3. Cooperative agreements. which do not include cooperative research and development agreements (CRDA) pursuant to the Federal Technology Transfer Act of 1986, as amended (15 U.S.C. 3710); Loans; Loan Guarantees; Subsidies; Insurance; Food commodities; Direct appropriations; Assessed and voluntary contributions; and 1.1.4. 1.1.5. I. 1.6. 1.1.7. 1.1.8. I. 1.9. I.I.IO. I.I.II. Other financial assistance transactions that authorize the expenditure of Federal funds by non-Federal Entities. Award does not include: 1.1.12. Technical assistance, which provides services in lieu of money; 1.1.13. A transfer of title to Federally-owned property provided in lieu of money; even if the award is called a grant; I. I. I 4. Any award classified for security purposes; or 1.1.15. Any award funded in whole or in part with Recovery funds, as defined in section 1512 of the American Recovery and Reinvestment Act (ARRA) of2009 (Public Law 111-5). 1.2. "Contract" means the contract to which these Supplemental Provisions are attached and includes all A ward types in §I.I. I through I. I.I I above. 1.3. "Contractor" means the party or parties to a Contract funded, in whole or in part, with Federal financial assistance, other than the Prime Recipient, and includes grantees, subgrantees, Subrecipients, and borrowers. For purposes of Transparency Act reporting, Contractor does not include Vendors. 1.4. "Data Universal Numbering System (DUNS) Number" means the nine-digit number established and assigned by Dun and Bradstreet, Inc. to uniquely identify a business entity. Dun and Bradstreet's website may be found at: http :.'1 fed gov.dnb.com webform . 1.5. "Entity" means all of the following as defined at 2 CFR part 25. subpart C; 1.5.1. A governmental organization, which is a State, local government, or Indian Tribe; 1.5.2. A foreign public entity; 1.5.3. A domestic or foreign non-profit organization; Document Builder Generated FTA5311 Grant.03.Feb 12 -originated from approved OSC Grant template Rev 1/1 2 /1 1 Page 24 of 45 1.5.4. A domestic or foreign for-profit organization; and COOT -Division of Transit and Rail SAP PO #: 491001789 Routing #: 19-HTR-ZL-00094 DUNS #:084024447 1.5.5. A Federal agency, but only a Subrecipient under an Award or Subaward to a non-Federal entity . 1.6. "Executive" means an officer, managing partner or any other employee in a management position. 1.7. "Federal Award Identification Number (FAIN)" means an Award number assigned by a Federal agency to a Prime Recipient. 1.8. "FFATA" means the Federal Funding Accountability and Transparency Act of2006 (Public Law I 09-282), as amended by §6202 of Public Law 110-252. FFATA, as amended, also is refen-ed to as the "Transparency Act ." 1.9. "Prime Recipient" means a Colorado State agency or institution of higher education that receives an Award. I.IO. "Subaward" means a legal instrument pursuant to which a Prime Recipient of Award funds awards all or a portion of such funds to a Subrecipient, in exchange for the Subrecipient's support in the performance of all or any portion of the substantive project or program for which the Award was granted . I.I I. "Subrecipient" means a non-Federal Entity (or a Federal agency under an Award or Subaward to a non-Federal Entity) receiving Federal funds through a Prime Recipient to support the performance of the Federal project or program for which the Federal funds were awarded . A Subrecipient is subject to the terms and conditions of the Federal Award to the Prime Recipient, including program compliance requirements. The tern, ''Subrecipient" includes and may be referred to as Subgrantee. 1.12. "Subrecipient Parent DUNS Number" means the subrecipient parent organization's 9-digit Data Universal Numbering System (DUNS) number that appears in the subrecipient's System for Award Management (SAM) profile, if applicable. I. 13. "Supplemental Provisions" means these Supplemental Provisions for Federally Funded Contracts, Grants, and Purchase Orders subject to the Federal Funding Accountability and Transparency Act of 2006, As Amended, as ma y be revised pursuant to ongoing guidance from the relevant Federal or State of Colorado agency or institution of higher education. 1.14. "System for Award Management (SAM)" means the Federal repository into which an Entity must enter the information required under the Transparenc y Act, which may be found at hn ): WW\\ .sam . ov . 1.15. "Total Compensation" means the cash and noncash dollar value earned by an Executive during the Prime Recipient's or Subrecipient's preceding fiscal year and includes the following: I.I 5. I. Salary and bonus; 1.15.2. Awards of stock, stock options, and stock appreciation rights, using the dollar amount recognized for financial statement reporting purposes with respect to the fiscal year in accordance with the Statement of Financial Accounting Standards No. 123 (Revised 2005) (FAS 123 R), Shared Based Payments ; 1.15.3. Earnings for services under non-equity incentive plans, not including group life, health, hospitalization or medical reimbursement plans that do not discriminate in favor of Executives and are available generally to all salaried employees: 1.15.4. Change in present value of defined benefit and actuarial pension plans: 1.15.5. Above-market ~arnings on deferred compensation which is not tax-qualified: 1.15.6. Other compensation, if the aggregate value of all such other compensation ( e.g. severance, termination payments, value of life insurance paid on behalf of the employee, perquisites or property) for the Executive exceeds $ I 0,000. 1.16. "Transparency Act" means the Federal Funding Accountability and Transparency Act of2006 (Public Law 109-282), as amended by §6202 of Public Law I I 0-252 . The Transparency Act also is referred to as FF AT A. 1.17. "Vendor" means a dealer, distributor. merchant or other seller providing property or services required for a project or program funded by an Award. A Vendor is not a Prime Recipient or a Document Builder Generated FT A5311 Grant.03 .Feb 12 -originatt:d from appro\·cd OSC Grant tt:mplate Re\ 1/12 /1 1 Page 25 of 45 COOT -Division of Transit and Rail SAP PO #: 491001789 Routing #: I 9-HTR-ZL-00094 DUNS #:084024447 Subrecipient and is not subject to the terms and conditions of the Federal award. Program compliance requirements do not pass through to a Vendor. 2. Compliance. Contractor shall comply with all applicable provisions of the Transparency Act and the regulations issued pursuant thereto, including but not limited to these Supplemental Provisions. Any revisions to such provisions or regulations shall automatically become a part of these Supplemental Provisions, without the necessity of either party executing any further instrument. The State of Colorado may provide written notification to Contractor of such revisions, but such notice shall not be a condition precedent to the effectiveness of such revisions. 3. System for Award Management (SAM) and Data Universal Numbering System (DUNS) Requirements. 3.1. SAM. Contractor shall maintain the cunency of its information in SAM until the Contractor submits the final financial repo11 required under the A ward or receives final payment, whichever is later. Contractor shall review and update SAM information at least annually after the initial registration, and more frequently if required by changes in its information. 3.2. DUNS. Contractor shall provide its DUNS number to its Prime Recipient, and shall update Contractor·s information in Dun & Bradstreet, Inc. at least annually after the initial registration, and more frequently ifrequired by changes in Contractor"s information. 4. Total Compensation. Contractor shall include Total Compensation in SAM for each of its five most highly compensated Executives for the preceding fiscal year if: 4.1. The total Federal funding authorized to date under the Award is $25,000 or more; and 4.2. In the preceding fiscal year, Contractor received: 4.2.1. 80 % or more of its annual gross revenues from Federal procurement contracts and subcontracts and/or Federal financial assistance Awards or Subawards subject to the Transparency Act; and 4.2.2. $25.000,000 or more in annual gross revenues from Federal procurement contracts and subcontracts and/or Federal financial assistance Awards or Sub-awards subject to the Transparency Act; and 4.3. The public does not have access to information about the compensation of such Executives through periodic reports filed under section 13(a) or 15(d) ofthe Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d) or§ 6104 of the Internal Revenue Code of 1986 . 5. Reporting. Contractor shall report data elements to SAM and to the Prime Recipient as required in §7 below if Contractor is a Subrecipient for the Award pursuant to the Transparency Act. No direct payment shall be made to Contractor for providing any reports required under these Supplemental Provisions and the cost of producing such repot1s shall be included in the Contract price. The repot1ing requirements in §7 below are based on guidance from the US Office of Management and Budget (0MB), and as such are subject to change at any time by 0MB. Any such changes shall be automatically incorporated into this Contract and shall become part of Contractor's obligations under this Contract. as provided in §2 above. The Colorado Office of the State Controller will provide summaries of revised 0MB reporting requirements at http : w,,w .colorado.go v d pa d fp ,sco F FA T A.htm . 6. Effective Date and Dollar Threshold for Reporting. The effective date of these Supplemental Provisions apply to new Awards as of October I, 2010. Reporting requirements in §7 below apply to new Awards as of October I, 20 I 0, if the initial award is $25.000 or more. If the initial Award is below $25,000 but subsequent Award modifications result in a total Award of$25.000 or more, the Award is subject to the reporting requirements as of the date the Award exceeds $25,000. If the initial Award is $25.000 or more. but funding is subsequently de-obligated such that the total award amount falls below $25,000, the Award shall continue to be subject to the reporting requirements. 7. Sub-recipient Reporting Requirements. If Contractor is a Sub-recipient. Contractor shall report as set forth below. Document Bui lder Generated FT A53 I I Grant.03 .Feb 12 -originated from approved OSC Grant template Rev 1/1 2/1 1 Page 26 of 45 COOT -Division of Transit and Rail SAP PO #: 491001789 Routing #: 19-HTR-ZL-00094 DUNS #:084024447 7.1. To SAM. A Sub-recipient shall register in SAM and report the following data elements in SAM/or each Federal Award Identification Number no later than the end of the month following the month in which the Subaward was made: 7. 1.1. Sub-recipient DUNS Number; 7.1.2. Sub-recipient DUNS Number + 4 if more than one electronic funds transfer (EFT) account; 7.1.3. Sub-recipient Parent DUNS Number ; 7.1.4. Sub-recipienf s address , including : Street Address, City, State, Country, Zip 4, and Congressional District ; 7.1.5. Sub-recipient's top S most highly compensated Executives if the criteria in §4 above are met; and 7.1.6. Sub-recipient"s Total Compensation of top S most highly compensated Executives if criteria in §4 above met. 7.2. To Prime Recipient. A Subrecipient shall rep011 to its Prime Recipient, upon the effective date of the Contract , the following data elements: 7.2.1. Sub-recipient's DUNS Number as registered in SAM. 7.2.2. Primary Place of Performance Information, including: Street Address , City, State, Country, Zip code 4 , and Congressional District . 8. Exemptions. 8. I. These Supplemental Provisions do not apply to an individual who recei ves an Award as a natural person , unrelated to any business or non-profit organization he or she may own or operate in his or her name . 8.2. A Contractor with gross income from all sources of less than $300,000 in the previous tax year is exempt from the requirements to report Subawards and the Total Compensation of its most highly compensated Executives. 8.3. Effective October I, 20 I 0, ·· Award" currently means a grant, cooperati ve agreement, or other arrangement as defined in Section 1.1 of these Special Provisions. On future dates "Award'" may include other items to be specified by 0MB in policy memoranda available at the 0MB Web site ; A ward also will include other types of A wards subject to the Transparenc y Act. 8.4. There are no Transparenc y Act reporting requirements for Vendors. 9. Event of Default. Failure to comply with these Supplemental Provisions shall constitute an event of default under the Contract and the State of Colorado may terminate the Contract upon 30 days prior written notice if the default remains uncured five calendar days following the tennination of the 30 day notice period. This remedy will be in addition to any other remedy available to the State of Colorado under the Contract, at law or in equity . THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK Document Builder Generated FT A53 I I Grant.03 .Feb 12 -originated from appro\'ed OSC Grant template Rev 1/1 2/1 1 Page 27 of 45 COOT -Division of Transit and Rail SAP PO #: 491001789 Routing #: I 9-HTR-ZL-00094 DUNS #:084024447 26. EXHIBIT D -SUPPLIMENT AL FEDERAL PROVISIONS FOR FEDERAL A WARDS Supplemental Pro,·isions for Federal Awards Subject to The Office of Management and Budget Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards ("Uniform Guidance"), Federal Register, Vol. 78, No. 248, 78590 The agreement to which these Uniform Guidance Supplemental Provisions are attached has been funded, in whole or in part, with an award of Federal funds. In the event of a conflict between the provisions of these Supplemental Provisions, the Special Provisions, the agreement or any attachments or exhibits incorporated into and made a part of the agreement, the provisions of these Uniform Guidance Supplemental Provisions shall control. In the event ofa conflict between the provisions of these Supplemental Provisions and the FFA TA Supplemental Provisions, the FF AT A Supplemental Provisions shall control. I. Definitions. For the purposes of these Supplemental Provisions, the following terms shall have the meanings ascribed to them below. I. I "Award" means an award by a Recipient to a Subrecipient funded in whole or in part by a Federal Award. The tenns and conditions of the Federal Award flow down to the Award unless the terms and conditions of the Federal Award specifically indicate otherwise. 2 CFR §200.38 1.2 "Federal Award" means an award of Federal financial assistance or a cost-reimbursement contract under the Federal Acquisition Requirements by a Federal Awarding Agency to a Recipient. "Federal Award" also means an agreement setting forth the terms and conditions of the Federal Award. The term does not include payments to a contractor or payments to an individual that is a beneficiary of a Federal program. 1.3 "Federal Awarding Agency" means a Federal agency providing a Federal Award to a Recipient. 2 CFR §200.37 1.4 "FFAT A" means the Federal Funding Accountability and Transparency Act of2006 (Public Law I 09- 282), as amended by §6202 of Public Law I I 0-252. 1.5 "Grant" or "Grant Agreement" means an agreement setting forth the terms and conditions of an Award. The term does not include an agreement that provides only direct Federal cash assistance to an individual, a subsidy, a loan. a loan guarantee, insurance. or acquires property or services for the direct benefit of use of the Federal Awarding Agency or Recipient. 2 CFR §200.51. 1.6 "OMB" means the Executive Office of the President, Office of Management and Budget. 1.7 "Recipient" means a Colorado State department, agency or institution of higher education that receives a Federal Award from a Federal Awarding Agency to carry out an activity under a Federal program. The term does not include Subrecipients. 2 CFR §200.86 1.8 "State" means the State of Colorado, acting by and through its depa1tments, agencies and institutions of higher education. 1.9 "Subrecipient" means a non-Federal entity receiving an Award from a Recipient to carry out part of a Federal program. The term does not include an individual who is a beneficiary of such program. 1. IO"Uniform Guidance" means the Office of Management and Budget Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, which supersedes requirements from 0MB Circulars A-21. A-87, A-I 10, and A-122, 0MB Circulars A-89, A-102, and A-133, and the guidance in Circular A-50 on Single Audit Act follow-up. The terms and conditions of the Uniform Guidance flow down to Awards to Subrecipients unless the Uniform Guidance or the terms and conditions of the Federal Award specifically indicate otherwise. I. I I "Uniform Guidance Supplemental Provisions" means these Supplemental Provisions for Federal Awards subject to the 0MB Unifom1 Guidance, as may be revised pursuant to ongoing guidance from relevant Federal agencies or the Colorado State Controller. Document Builder Generated FTA53 I I Grant.OJ.Feb 12 -originated from approved OSC Grant template Rev 1/12 /1 I Page 28 of 45 COOT -Division of Transit and Rail SAP PO#: 491001789 Routing#: l 9-HTR-ZL-00094 DUNS #:084024447 2. Compliance. Subrecipient shall compl y with all applicable provisions of the Uniform Guidance, including but not limited to these Uniform Guidance Supplemental Provisions. Any revisions to such provisions automatically shall become a part of these Supplemental Provisions. without the necessity of either party executing any further instrument. The State of Colorado may provide written notification to Subrecipient of such revisions, but such notice shall not be a condition precedent to the effectiveness of such revisions. 3. Procurement Standards. 3.1 Procurement Procedures. Subrecipient shall use its own documented procurement procedures which reflect applicable State . local, and Tribal laws and regulations. provided that the procurements conform to applicable Federal law and the standards identified in the Uniform Guidance. including without limitation , §§200.318 through 200.326 thereof. 3.2 Procurement of Recovered Materials. If Subrecipient is a State Agenc y or an agency of a political subdivision of a state, its contractors must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition , where the purchase price of the item exceeds $10 ,000 or the value of the quantity acquired during the preceding fiscal year exceeded $ I 0,000 : procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affim1ative procurement program for procurement of recovered materials identified in the EPA guidelines . 4. Access to Records. Subrecipient shall permit Recipient and auditors to have access to Subrecipient"s records and financial statements as necessary for Recipient to meet the requirements of §200.331 (Requirements for pass-through entities), §§200 .300 (Statutory and national policy requirements) through 200 .309 (Period of performance), and Subpart F-Audit Requirements of the Unifonn Guidance. 2 CFR §200.331 (a)(5). 5. Single Audit Requirements. If Subrecipient expends $750.000 or more in Federal Awards during Subrecipient's fiscal year , Subrecipient shall procure or arrange for a single or program-specific audit conducted for that year in accordance with the provisions of Subpa11 F-Audit Requirements of the Uniform Guidance, issued pursuant to the Single Audit Act Amendments of 1996, (31 U .S.C. 75017507). 2 CFR §200.50 I. 5.1 Election. Subrecipient shall have a single audit conducted in accordance with Unifonn Guidance §200.514 (Scope of audit}, except when it elects to have a program-specific audit conducted in accordance with §200 .507 (Program-specific audits). Subrecipient may elect to have a program- specific audit ifSubrecipient expends Federal Awards under only one Federal program (excluding research and development) and the Federal program's statutes , regulations , or the tenns and conditions of the Federal award do not require a financial statement audit of Recipient. A program-specific audit may not be elected for research and development unless all of the Federal Awards expended were received from Recipient and Recipient approves in advance a program-specific audit. 5.2 Exemption . IfSubrecipient expends less than $750,000 in Federal Awards during its fiscal year, Subrecipient shall be exempt from Federal audit requirements for that year, except as noted in 2 CFR §200.503 (Relation to other audit requirements), but records shall be available for review or audit by appropriate officials of the Federal agency. the State , and the Government Accountability Office. 5.3 Subrecipient Compliance Responsibility . Subrecipient shall procure or otherwise arrange for the audit required by Pai1 F of the Unifonn Guidance and ensure it is properly perfonned and submitted when due in accordance with the Uniform Guidance . Subrecipient shall prepare appropriate financial statements, including the schedule of expenditures of Federal awards in accordance with Uniform Guidance §200 .510 (Financial statements) and provide the auditor with access to personnel, accounts, books, records, supporting documentation , and other infonnation as needed for the auditor to perfonn the audit required by Unifo1111 Guidance Pat1 F Audit Requirements. Document Builder Generated FT A53 l I Grant.03 .Feb 12 -originated from appro\'ed OSC Grant template Re\' 1/ 12/1 1 Page 29 of 45 COOT -Division of Transit and Rail SAP PO #: 491001789 Routing #: 19-HTR-ZL-00094 DUNS #:084024447 6. Contract Provisions for Subrecipient Contracts. Subrecipient shall comply with and shall include all of the following applicable provisions in all subcontracts entered into by it pursuant to this Grant Agreement. 6.1 Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of"federally assisted construction contract" in 41 CFR Part 60-I .3 shall include the equal opportunity clause provided under 41 CFR 60-l .4(b), in accordance with Executive Order 11246, "Equal Employment Opportunity" (30 FR 12319, 12935, 3 CFR Part , 1964-1965 Comp ., p. 339), as amended by Executive Order 11375, ··Amending Executive Order 11246 Relating to Equal Employment Opportunity," and implementing regulations at 41 CFR part 60, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity. Department of Labor.". "During the performance of this contract, the contractor agrees as follows : (I) The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, or national origin. Such action shall include , hut not he limited to the following: Employment, upgrading, demotion, or transfer, recruitment or recruitment advertising ; layoff or termination ; rates of pay or other fonns of compensation ; and selection for training, including apprenticeship . The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be pro v ided by the contracting officer setting forth the provisions of this nondiscrimination clause. (2) The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color. religion. sex, or national origin. (3) The contractor will send to each labor union or representative of workers with which he has a collective barga inin g a g reement or other contract or understanding, a notice to be provided by the agency contracting of'licer , advi s ing the labor union or workers' representative of the contractor's commitm ent s under section 202 of Executive Order 11246 of September 24, 1965, and shall post copic~ of the notice in conspicuous places available to employees and applicants for employment. (4) The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules , regulations, and relevant orders of the Secretary of Labor. (5) The contractor will furnish all information and reports required by Executive Order 11246 of September 24 , 1965, and by the rules , regulations, and orders of the Secretary of Labor, or pursuant thereto. and will permit access to his books. records. and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders . (6) In the event of the contractor's non-compliance with the nondiscrimination clauses of this contract or with any of such rules, regulations, or orders, this contract may be canceled, tenninated or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law . (7) The contractor will include the provisions of paragraphs (I) through (7) in every subcontract or purchase order unless exempted by rules , regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order I I 246 of September 24 , 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as may be directed by the Secretary of Labor as a means of enforcing such provisions including sanctions for noncompliance: Document Builder Generated FT A53 l l Grant.03.Fcb 12 -originated from approved OSC Grant template Rev 1/1 2/1 1 Page 30 of 45 COOT -Division of Transit and Rail SAP PO#: 491001789 Routing#: 19-HTR-ZL-00094 DUNS #:084024447 Proi·ided, howe,·er, that in the event the contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction. the contractor may request the United States to enter into such litigation to protect the interests of the United States." 6.2 Davis-Bacon Act. Davis-Bacon Act, as amended ( 40 U.S.C. 3141-3148). When required by Federal program legislation , all prime construction contracts in excess of $2,000 awarded by non-Federal entities must include a pro vision for compliance with the Davis-Bacon Act (40 U.S .C. 3141-3144 , and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction"). In accordance with the statute. contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pa y wages not less than once a week. The non- Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation . The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency. The contracts must also include a provision for compliance with the Copeland '·Anti-Kickback" Act (40 U.S .C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States "). The Act provides that each contractor or Subrecipient must be prohibited from inducing. by any means. any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency. 6.3 Rights to Inventions Made Under a Contract or Agreement. If the Federal Award meets the definition of ''funding agreement" under 3 7 CFR §401 .2 (a) and Subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that '·funding agreement ,'' Subrecipient must comply with the requirements of 37 CFR Pa11 40 I, ·'Rights to Inventions Made by Nonprofit Organizations and Small Business Finns Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency. 6.4 Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as amended. Contracts and subgrants of amounts in excess of$150,000 must contain a provision that requires the non-Federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act ( 42 U.S.C. 7401-7671 q) and the Federal Water Pollution Control Act as amended (33 U.S.C . 1251-1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). 6.5 Debarment and Suspension (Executive Orders 125~9 and 12689). A contract award (see 2 CFR 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the 0MB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), '·Debarment and Suspension." SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. 6.6 Byrd Anti-Lobbying Amendment (31 U.S.C. 1352). Contractors that appl y or bid for an award exceeding$ I 00,000 must file the required certification . Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pa y any person or organization for influencing or attempting to influence an officer or emplo yee of an y agency. a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract , grant or any other award covered by 31 U .S.C. 1352 . Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award . Such disclosures are forwarded from tier to tier up to the non-Federal award. Document Builder Generated FT A53 11 Cirant.03.f eb 12 -originated from approved OSC Grant template Re\· 1112 /1 1 Page 31 of 45 COOT -Division of Transit and Rail SAP PO #: 491001789 Routing #: 19-HTR-ZL-00094 DUNS #:084024447 7. Certifications. Unless prohibited by Federal statutes or regulations, Recipient may require Subrecipient to submit certifications and representations required by Federal statutes or regulations on an annual basis. 2 CFR §200.208. Submission may be required more frequently ifSubrecipient fails to meet a requirement of the Federal award . Subrecipient shall certify in writing to the State at the end of the Award that the project or activity was completed or the level of effo11 was expended. 2 CFR §200.201(3). If the required level of activity or effort was not carried out , the amount of the Award must be adjusted . 8. Event of Default. Failure to comply with these Uniform Guidance Supplemental Provisions shall constitute an event of default under the Grant Agreement (2 CFR §200.339) and the State may terminate the Grant upon 30 da ys prior written notice if the default remains uncured five calendar days following the termination of the 30 day notice period. This remedy will be in addition to any other remedy available to the State of Colorado under the Grant, at law or in equity. 9. Effective Date. The effective date of the Unifonn Guidance is December 26, 2013 . 2 CFR §200.110. The procurement standard s set forth in Uniform Guidance §§200.317-200 .326 are applicable to new Awards made by Recipient as of December 26, 2015 . The standards set forth in Uniform Guidance Subpart F- Audit Requirements are applicable to audits of fiscal years beginning on or after December 26, 2014 . I 0. Performance Measurement. The Unifonn Guidance requires completion of OMB-approved standard infomiation collection fonns (the PPR). The form focuses on outcomes, as related to the Federal Award Perfom1ance Goals that awarding Federal agencies are required to detail in the Awards. Section 200.30 I provides guidance to Federal agencies to measure performance in a way that will help the Federal awarding agenc y and other non-Federal entities to improve program outcomes. The Federal awardin g agency is required to provide recipients with clear performance goals, indicators , and milestones (200 .2 10). Also, must require the recipient to relate financial data to performance accompli shments of the Federal award . THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK Document Builder Generated FT A53 l 1 Grant.OJ .F eb 12 -originated from approved OSC Grant template Rev 1 /1 2/11 Page 32 of 45 COOT -Division of Transit and Rail SAP PO #: 491001789 Routing #: I 9-HTR-ZL-00094 DUNS #:08 4024447 27. EXHIBIT E -REQUIRED THIRD PARTY CONTRACT/AGREEMENT CLAUSES All FT A-Assisted Third Party Contracts and Subcontracts from the Current FT A Master Agreement I FT A MA{23)1 Section 3.1. -No Federal government obligations to third-parties by use of a disclaimer I. No Federal/State Government Commitment or Liability to Third Parties. Except as the Federal Government or COOT expressly consents in writing. the Grantee agrees that: (I) The Federal Government or COOT do not and shall not have any commitment or liability related to the Agreement, to any Third Party Pa11icipant at any tier, or to any other person or entity that is not a patiy (FTA, COOT or the Grantee) to the Agreement, and (2) Notwithstanding that the Federal Government or COOT may have concurred in or approved any Solicitation or Third Party Agreement at any tier that may affect the Agreement, the Federal Government and COOT does not and shall not have any commitment or liability to any Third Party Participant or other entity or person that is not a party (FT A, COOT, or the Grantee) to the Agreement. Section 4.f. -Program fraud and false or fraudulent statements and related acts f. False or Fraudulent Statements or Claims. (I) Civil Fraud . The Grantee acknowledges and agrees that: (a) Federal laws . regulations . and requirements apply to itself and its Agreement. including the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. § 380 I et seq., and U.S . DOT regulations, "Program Fraud Civil Remedies," 49 C.F .R. part 31. (b) By executing the Agreement, the Grantee certifies and affirms to the Federal Government the truthfulness and accurac y of any claim, statement, submission, certification, assurance. affirmation. or representation that the Grantee provides to the Federal Government and COOT. (c) The Federal Government and COOT ma y impose the penalties of the Program Fraud Civil Remedies Act of 1986 , as amended, and other applicable penalties if the Grantee presents, submits, or makes available any false , fictitious, or fraudulent information. (2) Criminal Fraud . The Grantee acknowledges that 49 U.S.C. § 5323(1)( I) authorizes the Federal Government to impose the penalties under 18 U .S.C. § I 00 I if the Grantee provides a false. fictitious. or fraudulent claim, statement, submission, certification, assurance, or representation in connection with a federal public transportation program under 49 U.S.C. chapter 53 or any other applicable federal law . Section 9. Record Retention and Access to Sites of Performance. a. Types of Records. The Grantee agrees that it will retain, and will require its Third Part y Participants to retain, complete and readily accessible records related in whole or in part to the Underl y ing Agreement, including, but not limited to, data, documents, reports, statistics. subagreements. leases, third part y contracts, arrangements. other third party agreements of any type, and supp011ing materials related to those records. b . Retention Period . The Grantee agrees that it will comply with the record retention requirements in the applicable U.S . DOT Common Rule . Records pertaining to its Award . the accompanying Agreement, and any Amendments thereto must be retained from the day the Agreement was signed by the authorized FT A or State official through the course of the Award, the accompanying Agreement, and any Amendments thereto until three years after the Grantee has submitted its last or final expenditure report, and other pending matters are closed. c. Access to Recipient and Third Party Participant Records. The Grantee agrees and assures that each Subgrantee. if any, will agree to: (I) Provide, and require its Third Patiy Pa11icipants at each tier to provide, sufficient access to inspect and audit records and information related to its Award, the accompanying Agreement , and any Amendments thereto to the U.S. Secretary of Transportation or the Secretary"s duly authorized representatives , to the Comptroller General of the United States . and the Comptroller General"s duly authorized representatives. and to the Grantee and each of its Subgrantee, (2) Permit those individuals listed above to inspect all work and materials related to its Award, and to audit an y infomiation related to its Award under the control of the Grantee or Third Patiy Participant within books, records, accounts, or other locations, and Document Builder Generated FTA53 l 1 Grant.OJ .Fe b 12 -originated from approved OSC Grant template Re, 1112 111 Page 33 of 45 COOT -Division of Transit and Rail SAP PO #: 491001789 Routing #: I 9-HTR-ZL-00094 DUNS #:084024447 (3) Otherwise comply with 49 U.S.C. § 5325(g), and federal access to records requirements as set forth in the applicable U.S. DOT Common Rules. d. Access to the Sites of Perfo1mance. The Grantee agrees to permit, and to require its Third Party Paiticipants to pe1111it, FT A and COOT to have access to the sites of performance of its Award, the accompanying Agreement, and any Amendments thereto, and to make site visits as needed in compliance with State and the U.S. DOT Common Rules. e. Closeout. Closeout of the Award does not alter the record retention or access requirements of this section of the Master Agreement. 3.G -Federal Changes g. Application of Federal, State, and Local Laws, Regulations, Requirements, and Guidance. The Grantee agrees to comply with all applicable federal requirements and federal guidance. All standards or limits are minimum requirements when those standards or limits are included in the Recipient's Agreement, or this Master Agreement. At the time the FTA Authorized Official (COOT) awards federal assistance to the Grantee in support of the Agreement, the federal requirements and guidance that apply then may be modified from time to time, and will apply to the (iranlee or the accompanying Agreement. 12 -Civil Rights c. Nondiscrimination -Title VI of the Ci v il Rights Act. The Grantee agrees to, and assures that each Third Party Participant, will: (I) Prohibit discrimination on the basis of race, color, or national origin, (2) Comply with: (a) Title VI of the Civil Rights Act of 1964, as amended, 42 U .S.C. § 2000d et seq .. (b) U.S. DOT regulations, "Nondiscrimination in Federally-Assisted Programs of the Department of Transportation -Effectuation of Title VI of the Civil Rights Act of 1964," 49 C .F.R. part 21, and (c) Federal transit law, specifically 49 U.S.C. § 5332, and (3) Follow: (a) The most recent edition of FTA Circular 4702 .1, .. Title VI Requirements and Guidelines for Federal Transit Administration Recipienh.'. to the extent consistent with applicable federal laws. regulations. requirements, and guidance, (b) U.S. DOJ, ··Guidelines for the enforcement of Title VI, C ivil Rights Act of I 964," 28 C.F.R. § 50.3, and (c) All other applicable federal guidance that may be issued. d . Equal Employment Oppo11unity. (I) Federal Requirements and Guidance. The Grantee agrees to, and assures that each Third Party Paiticipant will, prohibit, discrimination on the basis of race, color, religion, sex, sexual orientation, gender identity, or national origin, and: (a) Comply with Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e et seq., (b) Facilitate compliance with Executive Order No. 11246, "Equal Employment Oppo1tunity" September 24, 1965, 42 U.S.C. § 2000e note, as amended by any later Ex ecutive Order that amends or supersedes it in part and is applicable to federal assistance programs, (c) Comply with federal transit law, specifically 49 U.S.C. § 5332, as provided in section 12 of this Master Agreement, (d) FT A Circular 4 704.1 .. Equal Employment Opportunity (EEO) Requirements and Guidelines for Federal Transit Administration Recipient s,'· and (e) Follow other federal guidance pertaining to EEO laws, regulations, and requirements, and prohibitions against discrimination on the basis of di sability, (2) Specifics. The Grantee agrees to, and assures that each Third Party Paiticipant will: (a) Prohibited Discrimination. Ensure that applicants for employment are employed and employees are treated during employment without discrimination on the basis of their race, color, religion, national origin, disability, age, sexual orientation, gender identity, or status as a parent, as provided in Executive Order No. 11246 and by any later Executive Order that amends or supersedes it, and as specified by U.S. Department of Labor regulations, (b) Affirmative Action. Take affimiative action that includes, but is not limited to: Document Builder (ienerated FTA53 I I Grant.03.Feh 12 -originated from approved OSC Grant template Rev 1/12/1 1 Page 34 of 45 " 1 Recruitment advertising, recruitment , and emplo yment , 2 Rates of pay and other forms of compensation, 3 Selection for training , including apprenticeship, and upgrading, and 4 Transfers, demotions , layoffs, and tenninations, but COOT -Division of Transit and Rail SAP PO #: 491001789 Routing #: 19-HTR-ZL-00094 DUNS #:084024447 (c) Indian Tribe. Recognize that Title VII of the Ci v il Rights Act of 1964, as amended , exempts Indian Tribes under the definition of "Emplo yer," and (3) Equal Employment Opportunity Requirements for Construction Activities . Comply, when undertaking "construction" as recognized by the U.S . Depai1ment of Labor (U.S. DOL), with: (a) U.S . DOL regulations, '·Office of Federal Contract Compliance Programs , Equal Employment Opportunity. Department of Labor." 41 C.F .R. chapter 60 , and (b) Executive Order No. 11246, "Equal Emplo yment Opportunity in Federal Emplo yment," September 24 , 1965 , 42 U.S.C. § 2000e note. as amended by any late r Executive Order that amends or supersedes it , referenced in 42 U.S.C. § 2000e note. h . Nondiscrimination on the Basis of Disability . The Grantee agrees to comply with the follow ing federal prohibitions against discrimin ation on the basis of disability: (I) Federal laws , including : (a) Section 504 of the Rehabilitation Act of 1973. as amended, 29 U.S.C. § 794, which prohibits discrimination on the basis of disability in the administration of fede rally assisted Programs, Projects, or activities , (b) The Americans with Disabilities Act of 1990 (ADA), as amended , 42 U.S.C. § 12101 et seq ., which requires that accessible facilities and services be made available to individuals with disabilities : 1 For FTA Recipients generall y , Titles I, II, and Ill of the ADA appl y. but 2 For Indian Tribes. Titles II and Ill of the ADA appl y, but Title I of the ADA does not apply because it exempts Indian Tribes from the definition of"employer," (c) The Architectural Baniers Act of 1968 , as amended , 42 U.S.C. § 4151 et seq ., which requires that buildings and public accommodations be accessible to individuals w ith disabilities. (d) Federal transit law, specifically 49 U.S.C. § 5332. which now includes disability as a prohibited basis for discrimination, and (e) Other applicable federal laws, regulations, and requirements pertaining to access for seniors or individuals with disabilities. (2) Federal regulations and gu idance. including : (a) U .S. DOT regulations, "Transpo11ation Services for Individuals with Disabilities (ADA)," 49 C.F .R. part 37. (b) U.S . DOT regulations. '·Nondiscrimination on the Basis of Disability in Programs and Activities Receiving or Benefiting from Federal Financial Assistance ," 49 C.F .R. pat1 27, (c) Joint U.S. Architectural and Transportation Barriers Compliance Boa rd (U.S. ATBCB) and U.S . DOT regulations, ··Americans With Disabilities (ADA) Accessibility Spec ifications for Transportation Vehicles ,'· 36 C.F.R . part 1192 and 49 C.F .R. part 38. (d) U.S . DOT regulations, ·Transportation for Individuals w ith Disabilities : Passenger Vessels," 49 C.F.R. part 39 , (e) U .S. DOJ regulations , '·Nondiscrimination on the Basis of Disability in State and Local Go vernment Services ,'' 28 C.F .R. part 35, (f) U.S. DOJ regulations , "Nondiscrimination on the Basis of Disability by Public Accommodations and in Commercial Facilities," 28 C.F.R . part 36. (g) U.S. EEOC , '·Regulations to Implement the Equal Emplo yment Provisions of the Americans with Disabilities Act,'" 29 C.F .R. pat1 1630 , (h) U .S. Federal Communications Commission regulations, "Telecommunications Relay Services and Related Customer Premises Equipment for Persons with Disabilities,'' 47 C.F.R. part 64, Subpart F, (i) U.S . A TBCB regulations, "Electronic and Information Technology Accessibility Standards," 36 C.F.R . part 1194, U) FT A regulations, "Transportation for Elderl y and Handicapped Persons,'' 49 C.F.R . part 609 , (k) FT A Circular 4 710 .1, "Americans with Disabilities Act : Guidance ,'' and (I) Other applicable federal civil rights and nondiscrimination regulations and guidance . Document Builder Generated FTA53 l l Grant.03 .Feb 12 -originat.:d from appro w d OSC Grant 11:mplate Re v 1/1 2/11 Page 35 of 45 ' . COOT -Division of Transit and Rail SAP PO #: 491001789 Routing #: 19-HTR-ZL-00094 DUNS #:084024447 Incorporation of FT A Terms -16.a. a. Federal Laws, Regulations, Requirements, and Guidance. The Grantee agrees: (I) To comply with the requirements of 49 U.S.C. chapter 53 and other applicable federal laws, regulations, and requirements in effect now or later that affect its third party procurements, (2) To comply with the applicable U.S. DOT Common Rules , and (3) To follow the most recent edition and any re v isions of FT A Circular 4220 .1, ·'Third Pa11y Contracting Guidance," to the extent consistent with applicable federal laws , regulations, requirements , and guidance . Energy Conservation -26.j j . Energy Conservation. The Grantee agrees to, and assures that its Subgrantees, if any, will comply with the mandatory energy standards and policies of its state energy conservation plans under the Energy Policy and Conservation Act, as amended, 42 U.S.C. § 6321 et seq ., and perfom1 an energy assessment for any building constructed, reconstructed, or modified with federal assistance required under FTA regulations, "Requirements for Energy Assessments," 49 C.F.R. part 622, subpart C. Applicable to Awards exceeding $10,000 Section 11. Right of the Federal Government to Terminate. a . Justification . After providing written notice to the Grantee, the Grantee agrees that the Federal Government may suspend, suspend then tenninate, or terminate all or any pai1 of the federal assistance for the Award if: (I) The Grantee has failed to make reasonable progress implementing the Award, (2) The Federal Government determines that continuing to provide federal assistance to support the Award does not adequately serve the purposes of the law authorizing the Award, or (3) The Grantee has violated the terms of the Agreement, especially if that violation would endanger substantial performance of the Agreement. b . Financial Implications . In general, termination offederal assistance for the Award will not invalidate obligations properly incurred before the termination date to the extent that the obligations cannot be canceled . The Federal Government ma) recover the federal assistance it has provided for the Award, including the federal assistance for obligations properly incurred before the termination date if it determines that the Grantee has misused its federal assistance by failing to make adequate progress. failing to make appropriate use of the Project prope11Y, or failing to comply with the A greement, and require the Grantee to refund the entire amount or a lesser amount. as the Federal Government ma) determine including obligations properly incurred before the termination date. c . Expiration of the Period of Perfonnance. Except for a Full Funding Grant Agreement, expiration of any period of performance established for the Award does not, by itself, constitute an expiration or termination of the Award; FTA may extend the period ofperfomiance to assure that each Fomrnla Project or related activities and each Project or related activities funded with ·'no year'' funds can receive FTA assistance to the extent FT A deems appropriate . Applicable to Awards exceeding $25,000 From Section 4. Ethics. b . Debarment and Suspension . The Grantee agrees to the following: (I) It will comply with the following requirements of 2 C.F.R. part 180. subpart C. as adopted and supplemented by U .S. DOT regulations at 2 C.F.R. part 1200. (2) It will not enter into any arrangement to pai1icipate in the development or implementation of the Underlying Agreement with any Third Pa11y Participant that is debarred or suspended except as authorized by: (a) U.S. DOT regulations, "Nonprocurement Suspension and Debannent," 2 C.F .R . part 1200, (b) U.S. 0MB regulatory guidance. "Guidelines to Agencies on Governmentwide Debannent and Suspension (Nonprocurement)," 2 C.F.R . part 180, including any amendments thereto, (c) Executive Orders No. 12549, "Unifo1m Suspension, Debannent or Exclusion of Pai1icipants from Procurement or Nonprocurement Activity," October 13, 1994, 31 U.S.C. § 610 I note, as amended by Document Builder Generated FT A53 I I Grant.OJ .Feb 12 -originated from approved OSC Grant h:mplate Rev 1/12/1 1 Page 36 of 45 COOT -Division of Transit and Rail SAP PO #: 491001789 Routing #: l9-HTR-ZL-00094 DUNS #:084024447 Executive Order No. 12689, ··Debarment and Suspension," August 16, 1989, 31 U.S.C. § 610 I note. and ( d) Other applicable federal laws, regulations, or guidance regarding patticipation with debarred or suspended Grantees or Third Party Patticipants . (3) It will review the U.S. GSA '·System for Award Management -Lists of Patties Excluded from Federal Procurement and Nonprocurement Programs," https:' \\ ww.sam.gov . if required by U.S. DOT regulations. 2 C.F.R . part 1200 . (4) It will include, and require each Third Party Patticipant to include, a similar provision in each lower tier covered transaction, ensuring that each lower tier Third Patty Participant: (a) Complies with federal deba1111ent and suspension requirements, and (b) Reviews the SAM at https:1 \\ w,, .sam.gov . if necessary to comply with U.S. DOT regulations, 2 C.F.R. part 1200. (5) If the Grantee suspends, debars. or takes any similar action against a Third Party Participant or individual, the Grantee will provide immediate written notice to the: (a) FTA Regional Counsel for the Region in which the Grantee is located or implements the Agreement, (b) FT A Headquarters Manager that administers the Grant or Cooperative Agreement, or (c) FTA Chief Counsel. Applicable to Awards exceeding the simplified acquisition threshold ($100,000-see Note} Nor e: A pplicable ll'hen ran g ible pro pertv or consrrncrion will be acquired Section 15. Preference for United States Products and Services. Except as the Federal Government determines otherwise in writing. the Grantee agrees tocomply with FT A ·s U.S. domestic preference requirements and follow federal guidance, including: a . Buy America. The domestic preference procurement requirements of 49 U .S.C. § 5323U), and FT A regulations, ··Buy America Requirements,'' 49 C.F.R. part 661, to the extent consistent with 49 U.S.C. § 5323U), Section 39. Disputes, Breaches, Defaults, or Other Litigation. a . FT A Interest. FT A has a vested interest in the settlement of any violation of federal law, regulation, or disagreement invol ving the Award, the accompanying Agreement, and any Amendments thereto including, but not limited to, a default, breach, major dispute, or litigation, and FTA reserves the right to concur in any settlement or compromise . b. Notification to FTA. If a current or prospective legal matter that may affect the Federal Government emerges, the Grantee must promptly not if)' the FT A Chief Counsel, or FT A Regional Counsel for the Region in which the Grantee is located. (I) The types of legal matters that require notification include, but are not limited to, a major dispute, breach , default, litigation, or naming the Federal Government as a party to litigation or a legal disagreement in any forum for any reason . (2) Matters that may affect the Federal Government include. but are not limited to. the Federal Government"s interests in the Award. the accompanying Underl y ing Agreement. and any Amendments thereto, or the Federal Government"s administration or enforcement of federal laws, regulations, and requirements. (3) If the Grantee has credible evidence that a Principal, Official, Employee, Agent, or Third Party Patticipant of the Grantee, or other person has submitted a false claim under the False Claims Act, 31 U.S.C. § 3729 er seq., or has committed a criminal or civil violation of law pertaining to such matters as fraud, conflict of interest, bribery. gratuity, or similar misconduct involving federal assistance, the Grantee must promptly notify the U.S. DOT Inspector General, in addition to the FTA Chief Counsel or Regional Counsel for the Region in which the Grantee is located. c. Federal Interest in Recovery . The Federal Government retains the right to a proportionate share of an y proceeds recovered from any third party, based on the percentage of the federal share for the Agreement. Notwithstanding the preceding sentence. the Grantee may return all liquidated damages it receives to its Award Budget for its Agreement rather than return the federal share of those liquidated damages to the Federal Government, provided that the Grantee receives FTA ·s prior written concunence. Document Builder Generated FT A5311 Grant.03.Feb 12 -originated from appro\'cd OSC Grant template Re, 1/12 111 Page 37 of 45 COOT -Division of Transit and Rail SAP PO #: 491001789 Routing #: I 9-HTR-ZL-00094 DUNS #:084024447 d. Enforcement. The Grantee must pursue its legal rights and remedies available under an y third party agreement, or any federal, state, or local law or regulation. Applicable to Awards exceeding $100,000 by Statute From Section 4. Ethics. d. Lobbying Restrictions. The Grantee agrees that neither it nor any Third Patty Participant w ill use federal assistance to influence an y officer or employee of a federal agency, member of Congress or an employee of a member of Congress, or officer or employee of Congress on matters that involve the Agreement, including any extension or modification, according to the following : (I) Laws, Regulations, Requirements, and Guidance . This includes : (a) The Byrd Anti-Lobbying Amendment, 31 U .S.C. § 1352, as amended, (b) U.S. DOT regulations, "New Restrictions on Lobbying." 49 C.F.R. part 20. to the extent consistent with 31 U.S.C. § 1352, as amended, and (c) Other applicable federal laws, regulations , requirements. and guidance prohibiting the use offederal assistance for any activity concerning legislat ion or appropriations designed to influence the U.S. Congress or a state legislature, and (2) Exception. Ifpe1111itted by applicable federal law , regulations, requirements, or guidance, such lobbying activities described above may be undertaken through the Grantee's or Subgrantee's proper official channels. Section 26. Environmental Protections -Clean Air and Clean Water d. Other Environmental Federal Laws. The Grantee agrees to comply or facilitate compliance and assures that its Third Party Participants will comply or facilitate compliance with all applicable federal laws, regulations, and requirements. and will follow applicable guidance, including, but not limited to, the Clean Air Act, Clean Water Act. Wild and Scenic Rivers Act of 1968 , Coastal Zone Management Act of 19 72 , the Endangered Species Act of 1973, Magnuson Stevens Fishery Conservation and Management Act, Resource Conservation and Recovery Act, Comprehensive Environmental Response, Compensation, and Liability Act, Executive Order No. 11990 relating to "Protection of Wetlands," and Executive Order Nos. 11988 and 13690 relating to '·Floodplain Management.'' App licable with the Transfer of Pro pert y or Persons Section 15. Preference for United States Products and Services. Except as the Federal Government determines otherwise in writin g , the Grantee agrees to comply with FTA ·s U .S. domestic preference requirements and follow federal guidance, including : a. Buy America. The domestic preference procurement requirements of 49 U.S.C. § 53230). and FTA regulations. "Buy America Requirements," 49 C.F.R. part 661, to the extent consistent with 4 9 U.S.C. § 53230), b. Cargo Preference. Preference -Use of United States-Flag Vessels. The shipping requirements of 46 U .S.C. § 55305, and U.S. Maritime Administration regulations, "Cargo Preference -U.S.-Flag Vessels,'' 46 C.F.R. pat1 381, and c. Fl y America. The air transpo11ation requirements of Section 5 of the International Air Transportation Fair Competitive Practices Act of 1974. as amended, 49 U.S.C. § 40118, and U.S. General Services Administration (U.S. GSA) regulations. "Use of United States Flag Air Carriers," 41 C.F.R . §§ 301-10.131 -301-10.143. Applicable to Construction Activities Section 24. Employee Protections. a . A w ard s Involving Construction. The Grantee agrees to comply and assures that each Third Party Pat1icipant will comply with all federal laws. regulations. and requirements providing protections for construction employees involved in each Project or related activities with federal assistance provided through the Agreement, including the : (I) Prevailing Wage Requirements of: (a) Federal transit laws, specifically 49 U.S.C. § 5333(a), (FT A's "Davis-Bacon Related Act"), (b) The Davis-Bacon Act, 40 U.S.C. §§ 3141 -3144, 3146, and 3147, and (c) U.S. DOL regulations, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction (also Labor Standards Provisions Applicable to Nonconstruction Contracts Subject to the Contract Work Hours and Safety Standards Act)," 29 C.F.R. part 5. (2) Wage and Hour Requirements of: Document Builder Generated FTA 53 l I Grant.03.Febl2 -originated from approved OSC Grant template Re\' 1/1 2/11 Page 38 of 45 " ' COOT -Division of Transit and Rail SAP PO#: 491001789 Routing#: 19-HTR-ZL-00094 DUNS #:084024447 (a) Section 102 of the Contract Work Hours and Safety Standards Act, as amended, 40 U.S.C. § 3702, and other relevant parts of that Act, 40 U.S.C. § 3701 et seq .. an (b) U.S. DOL regulations, .. Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction (also Labor Standards Provisions Applicable to Nonconstruction Contracts Subject to the Contract Work Hours and Safety Standards Act),'" 29 C.F .R. part 5. (3) --Anti-Kickback" Prohibitions of: (a) Section I of the Copeland "Anti-Kickback" Act, as amended, 18 U.S.C. § 874. (b) Section 2 of the Copeland '·Anti-Kickback" Act, as amended, 40 U.S.C. § 3145, and (c) U.S. DOL regulations , "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Pa11 by Loans or Grants from the United States," 29 C.F.R . part 3. ( 4) Construction Site Safety of: (a) Section 107 of the Contract Work Hours and Safety Standards Act, as amended, 40 U.S.C. § 3704, and other relevant parts of that Act, 40 U.S.C. § 3701 et s eq .. and (b) U.S. DOL regulations, --Recording and Reporting Occupational Injuries and Illnesses," 29 C.F.R. part 1904; "Occupational Safety and Health Standards," 29 C.F.R. pat1 191 O; and --safety and Health Regulations for Construction," 29 C.F.R. pa11 1926 . From Section 16 n. Bonding . The Grantee agrees to compl y with the following bonding requirements and restrictions as provided in federal regulations and guidance : (I) Construction . As provided in federal regulations and modified by FT A guidance, for each Project or related activities implementing the Agreement that invol ve construction, it will provide bid guarantee bonds, contract performance bonds, and payment bonds . (2) Activities Not Involving Construction. For each Project or related activities implementing the Agreement not involving construction. the Grantee will not impose excessive bonding and will follow FT A guidance. From Section 23 b. Seismic Safety. The Grantee agrees to compl y with the Earthquake Hazards Reduction Act of 1977. as amended, 42 U.S.C. § 770 I et seq .. and U.S. DOT regulations. ··Seismic Safety," 49 C.F .R. part 41, specificall y , 49 C.F .R. § 41.117 . Section 12 Civil Rights D.3 (3) Egual Employment Opportunity Requirements for Construction Activities. Comply, when unde11aking '·construction " as recognized by the U.S. Department of Labor (U.S. DOL), with : (a) U.S. DOL regulations, '·Office of Federal Contract Compliance Programs. Equal Employment Opportunity, Department of Labor." 41 C.F.R . chapter 60, and (b) Executive Order No . 11246, ''Equal Employment Opportunity in Federal Employment," September 24 , 1965, 42 U.S.C . § 2000e note, as amended by any later Executive Order that amends or supersedes it, referenced in 42 U.S.C. § 2000e note . Applicable to Nonconstruction Acti\'ities From Section 24. Employee Protections b . Awards Not Involving Construction. The Grantee agrees to comply and assures that each Third Party Pat1icipant will comply with all federal laws, regulations, and requirements providing wage and hour protections for nonconstruction employees, including Section 102 of the Contract Work Hours and Safety Standards Act, as amended, 40 U.S.C. § 3702. and other relevant parts of that Act. 40 U.S.C. § 3701 et seq., and U.S. DOL regulations. --Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction (also Labor Standards Provisions Applicable to Nonconstruction Contracts Subject to the Contract Work Hours and Safety Standards Act)," 29 C.F.R. part 5. Applicable to Transit Operations d. Public Transportation Employee Protective Arrangements . As a condition of award of federal assistance appropriated or made available for FT A programs involving public transpo11ation operations. the Grantee agrees to comply and assures that each Third Pat1y Pa11icipant will comply with the following employee protective arrangements of 49 U .S.C. § 5333(b ): Document Builder Generated FTA53 I I Grant.OJ.Feb 12 -originated from approved OSC Grant template Rev 1/1 2/11 Page 39 of 45 COOT -Division of Transit and Rail SAP PO #: 491001789 Routing #: I 9-HTR-ZL-00094 DUNS #:084024447 (I) U.S. DOL Certification. When its Awarded, the accompanying Agreement, or any Amendments thereto involve public transportation operations and are supported with federal assistance appropriated or made available for 49 U.S.C. §§ 5307 -5312, 5316, 5318, 5323(a)( I), 5323(b ), 5323(d), 5328, 533 7, 5338(b ), or 5339, or former 49 U.S.C. §§ 5308, 5309, 5312, or other provisions of law as required by the Federal Government, U.S. DOL must provide a certification of employee protective ar,-angements before FTA may provide federal assistance for that Award. The Grantee agrees that the certification issued by U.S. DOL is a condition of the Agreement and that the Grantee must comply with its terms and conditions. (2) Special Wall'anty . When its Agreement involves public transportation operations and is supported with federal assistance appropriated or made available for 49 U.S.C. § 5311, U.S. DOL will provide a Special Wall'anty for its Award, including its Award offederal assistance under the Tribal Transit Program. The Grantee agrees that its U.S . DOL Special Warranty is a condition of the Agreement and the Grantee must comply with its terms and conditions. (3) Special Arrangements for Agreements for Federal Assistance Authorized under 49 U .S.C. § 5310. The Grantee agrees, and assures that any Third Party Participant prov iding public transportation operations will agree, that although purs uant to 49 U .S.C. § 5310, and former 49 U .S.C. §§ 5310 or 5317, FT A has determined that it was not "necessary or appropriate" to apply the conditions of 49 U.S.C. § 5333(b) to any Subagreement participating in the program to provide public transportation for seniors ( elderly individuals) and individuals with disabiliti e s. FTA reserves the right to make case-by-case determinations of the applicability of 4 9 U.S.C. § 53 3 3(b) for all transfers of funding authorized under title 23 , United States Code (flex funds), and make other exceptions as it deems appropriate. Section 28. Charter Service. a. Prohibitions. The Recipient agrees that neither it nor any Third Party Participant involved in the Award will engage in charter service, except as permitted under federal transit laws. specifically 49 U.S.C. § 5323(d). (g), and (r), FTA regulations, "Charter Service," 49 C.F.R. part 604. any other Federal Charter Service regulations. federal requirements, or federal guidance. b. Exceptions. Apart from exceptions to the Charter Service restrictions in FT A ·s Charter Service regulations. FT A has established the following additional exceptions to those restrictions: (I) FTA ·s Charter Service restrictions do not appl y to equipment or facilities supported with federal assistance appropriated or made a vailable for 49 U.S.C. ~ 5307 to support a Job Access and Reverse Commute (JARC)-type Project or related activities that ,vould ha ve been eligible for assistance under repealed 49 U . S.C. § 53 16 in effect in Fiscal Year 2012 or a previous fiscal year, provided that the Grantee uses that federal assistance for FT A program purposes only. and (2) FT A· s Charter Service restrictions do not apply to equipment or facilities supported with the federal assistance appropriated or made available for 49 U.S .C. § 5310 to support a New Freedom-ty pe Project or related activities that would have been eligible for federal assistance under repealed 49 U .S.C. § 5317 in effect in Fiscal Year 2012 or a pre v ious fiscal year, provided the Grantee uses that federal assistance for program purposes only. c. Violations. !fit or an y Third Party Participant engages in a pattern of violations of FT A's Charter Service regulations. FT A may require corrective measures and remedies. including withholding an amount of federal assistance as provided in FT A ·s Charter Service regulations, 49 C.F.R. part 604, appendix D, or barring it or the Third Party Participant from receiving federal assistance provided in 49 U.S.C. chapter 53, 23 U.S .C. § 133, or 23 U.S.C. § 142. Section 29. School Bus Operations. a. Prohibitions. The Grantee agrees that neither it nor any Third Party Participant that is participating in its Award will engage in school bus operations exclusively for the transportation of students or school personnel in competition with private school bus operators, except as pern1itted by federal transit laws, 49 U.S.C. § 5323([) or (g), FTA regulations, "School Bus Operations," 49 C.F.R. part 605, and any other applicable federal "School Bus Operations" laws, regulations, federal requirements, or applicable federal guidance. b. Violations. If a Grantee or any Third Party Participant has operated school bus service in violation of FTA ·s School Bus laws, regulations, or requirements, FT A may require the Grantee or Third Party Participant to take such remedial measures as FT A considers appropriate, or bar the Grantee or Third Party Participant from recei v ing federal transit assistance. Document Builder Generated FTA53 l l Grant.03.Feb 12 -originated from approved OSC Grant template Rev 1/1 2/11 Page 40 of 45 From Section 35 Substance Abuse b. Alcohol Misuse and Prohibited Drug Use. COOT -Division of Transit and Rail SAP PO #: 491001789 Routing #: I 9-HTR-ZL-00094 DUNS #:08 4024447 (I) Requirements. The Grantee agrees to comply and assures that its Third Party Participants will comply with: (a) Federal transit laws, specifically 49 U.S.C. § 5331, (b) FT A regulations. "Prevention of Alcohol Misuse and Prohibited Drug Use in Transit Operations," 49 C.F.R. part 655, and (c) Applicable provisions of U.S . DOT regulations , '·Procedures for Transportation Workplace Drug and Alcohol Testing Programs," 49 C.F.R. part 40 . (2) Remedies for Non-Compliance . The Grantee agrees that if FT A detern1ines that the Grantee or a Third Party Par1icipant receiving federal assistance under 49 U.S.C. chapter 53 is not in compliance with 49 C.F.R. part 655, the Federal Transit Administrator may bar that Grantee or Third Party Participant from receiving all or a portion of the federal transit assistance for public transportation it would otherwise receive. Applicable to Planning, Research, Development. and Documentation Projects Section 17. Patent Rights. a . General. The Grantee agrees that: (I) Depending on the nature of the Agreement, the Federal Government may acquire patent rights when the Grantee or Third Party Pa11icipant produces a patented or patentable invention , improvement, or discovery, (2) The Federal Government's rights arise when the patent or patentable infonnation is conceived or reduced to practice with federal assistance provided through the Agreement, or (3) When a patent is issued or patented information becomes available as described in the preceding section 17.a.(2) of this Master Agreement (FTA MA(23)), the Grantee will notif)1 FT A immediately. and provide a detailed repo11 satisfactory to FT A. b. Federal Rights. The Grantee agrees that: (I) Its rights and responsibilities, and each Third Pa11y Participant's rights and responsibilities , in that federall y assisted invention. improvement. or discovery will be determined as provided in applicable federal laws, regulations, requirements, and guidance. including an y waiver thereof, and (2) Unless the Federal Government determines otherwise in writing, irrespective of its status or the status of any Third Party Participant as a large business, small business, state government, state instrumentality , local government, Indian tribe, nonprofit organization, institution of higher education, or individual, the Grantee will transmit the Federal Government's patent rights to FTA, as specified in 35 U.S.C. § 200 et seq., and U.S. Depa11ment of Commerce regulations, ·•Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants. Contracts and Cooperative Agreements," 37 C.F .R. part 40 I. c. License Fees and Royalties . Consistent with the applicable U.S. DOT Common Rules, the Grantee agrees that license fees and royalties for patents, patent applications, and inventions produced with federal assistance provided through the Agreement are program income, and must be used in compliance with applicable federal requirements. Section 18. Rights in Data and Copyrights. a. Definition of "Subject Data." As used in this section , '·subject data" means recorded infonnation whether or not copyrighted, and that is delivered or specified to be delivered as required by the Agreement. Examples of ·'subject data•· include, but are not limited to computer software, standards, specifications. engineering drawings and associated lists. process sheets, manuals, technical reports, catalog item identifications. and related infonnation, but do not include financial reports, cost analyses, or other similar information used for performance or administration of the Agreement. b. General Federal Restrictions. The following restrictions apply to all subject data first produced in the performance of the Agreement: (I) Prohibitions . The Grantee ma y not publish or reproduce any subject data , in whole , in part. or in any manner or form, or permit others to do so . (2) Exceptions . The prohibitions do not apply to publications or reproductions for the Grantee ·sown internal use, an institution of higher learning, the pm1ion of subject data that the Federal Government has Document Builder Generated FT A53 l l Grant.03 .Feb 12 -originated from appro\'ed OSC Grant template Re\· l/ 12 111 Page 41 of45 COOT -Division of Transit and Rail SAP PO #: 491001789 Routing #: 19-HTR-ZL-00094 DUNS #:084024447 previously released or approved for release to the public, or the portion of data that has the Federal Government"s prior written consent for release. c. Federal Rights in Data and Copyrights. The Grantee agrees that: (I) General. It must provide a license to its "subject data" to the Federal Government that is ro yalty-free, non- exclusive, and in-evocable. The Federal Government's license must pern,it the Federal Government to reproduce, publish, or otherwise use the subject data or permit other entities or individuals to use the subject data provided those actions arc taken for Federal Government purposes , and (2) U.S. DOT Public Access Plan -Copyright License . The Grantee grants to U .S . DOT a worldwide, non- exclusive , non-tran s ferable, paid-up , royalty-fre e copyright license, including all rights under copyright, to any and all Publications and Digital Data Sets as such terms are defined in the U .S . DOT Public Access plan, resulting from scientific research funded either fully or partially by this funding agreement. The Grantee herein acknowledges that the above copyright license grant is first in time to any and all other grants of a copyright license to such Publications and/or Digital Data Sets, and that U.S. DOT shall have priority o ver any other claim of exclusi ve copyright to the same. d. Special Federal Rights in Data for Research , Development, Demonstration, Deployment , Technical Assistance , and Special Studies Program s. In general. FTA 's purpose in providing federal assistance for a research, development , demonstration. deployment. technical assistance . or special studies program is to increase transportation knowledge. rathe r than limit the benefits of the Award to the Grantee and its Third Party Participants . Therefore, the Grantee agrees that : (I) Publicly Available Report. When an Award pro viding federal assistance for any of the programs described above is completed, it must provide a report of the Agreement that FTA may publish or make a vailable for publication on the Internet. (2) Other Reports . It must provide other reports related to the Award that FT A may request. (3) Availability of Subject Data. FTA may make av a ilable its copyright license to the subject data. and a copy of the subject data to an y FTA Recipient or any Third Party Participant at any tier, except as the Federal Government determines otherwise in writing . ( 4) Identification of lnfonnation . It must identify clearly any specific confidential , privileged, or proprietary information submitt ed to FTA. (5) Incomplete . If th e A w ard is not completed for any reason whatsoever. all data developed with federal assistance for th e A ward becomes "subject data'' and must be delivered as the Federal Government may direct. (6) Exception. Thi s s ection doc s not apply to a n a d a pt a tion of any automatic data process ing equipment or program that is both for the Grantee's use, and acquired with FTA capital program assistance. c . License Fees and Royalties . Consistent with the applicable U.S. DOT Common Rules , the Grantee agrees that license fees and ro y alties for patents, patent applications, and inventions produced with federal assistance prov ided through the Agreement are program income , and must be used in compliance with federal applicable requirements . f. Hold Harmless . Upon request by the Federal Government. the Grantee agrees that if it intentionall y violates an y proprietary rights , copy rights . or right of privacy. and if its violation under the preceding section occurs from any of the publication . translation. reproduction , delivery, use or disposition of subject data, then it w ill indemnify, save, and hold harmle ss against any liability , including costs and expenses of the Federal Government's officers, employees , and agent s acting within the scope of their official duties . The Grantee wi II not be required to indemnify the Federal Government for any liability described in the preceding sentence, if the violation is caused by the wrongful acts of federal officers. employees or agents , or if indemnification is prohibited or limited by applicable state law . g . Restrictions on Access to Patent Rights . Nothing in this section of this Master Agreement (FTA MA(23)) pe11aining to rights in data either implies a license to the Federal Government under any patent, or may be construed to affect the scope of any license or other right otherwise granted to the Federal Government under any patent. h. Data Developed Without Federal Assistance or Suppo11 . The Grantee agrees that in certain circumstances it may need to provide to FT A data developed without any federal assistance or support. Nevertheless, this section generally does not apply to data developed without federal assistance, even though th at data may have been Document Build.:r Gene rated FTA 53 I I Grant.03 .Fch 12 -originated from approved OSC Grant tt:mplatc Rev 1/1 2/11 Page 42 of 45 COOT -Division of Transit and Rail SAP PO #: 491001789 Routing #: I 9-HTR-ZL-00094 DUNS #:084024447 used in connection with the Award. The Grantee agrees that the Federal Government will not be able to protect data developed without federal assistance from unauthorized disclosure unless that data is clearly marked "Proprietary," or "Confidential." 1. Requirements to Release Data. The Grantee understands and agrees that the Federal Government may be required to release data and information the Grantee submits to the Federal Government as required under: (I) The Freedom of Information Act (FOIA). 5 U.S.C. § 552, (2) The U.S. DOT Common Rules, (3) U.S. DOT Public Access Plan, which provides that the Grantee agrees to satisfy the rep011ing and compliance requirements as set forth in the U.S. DOT Public Access plan, including, but not limited to, the submission and approval of a Data Management Plan, the use of Open Researcher and Contributor ID (ORCID) numbers. the creation and maintenance of a Research Project record in the Transportation Research Board"s (TRB) Research in Progress (RiP) database. and the timely and complete submission of all required publications and associated digital data sets as such tenns are defined in the DOT Public Access plan. Additional inforn,ation about how to comply with the requirements can be found at: http://ntl.bts .go\'/publicaccess1howtocompl y .ht111I , or ( 4) Other federal laws. regulations, requirements, and guidance concerning access to records pertaining to the Award, the accompanying Agreement, and any Amendments thereto. Miscellaneous Special Requirements From Section 12. Civil Rights . e . Disadvantaged Business Enterprise (and Prompt Payment and Return of Retainage). To the extent authorized by applicable federal laws, regulations, or requirements, the Grantee agrees to facilitate. and assures that each Third Party Participant will facilitate, participation by small business concerns owned and controlled by socially and economically disadvantaged individuals. also referred to as '•Disadvantaged Business Enterprises" (DBEs), in the Agreement as follows: (I) Statutoty and Regulatoty Requirements. The Grantee agrees to comply with: (a) Section l l0l(b} of the FAST Act. 23 U.S.C . § IOI note, (b) U.S. DOT regulations, "Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs,'' 49 C.F.R. part 26. and (c} Federal transit law, specifically 49 U.S .C. § 5332, as provided in section 12 of this Master Agreement (FTA MA(23)). (2) DBE Program Requirements. A Grantee that receives planning, capital and /or operating assistance and that will award prime third party contracts exceeding $250 ,000 the requirements of 49 C.F.R . part 26. (3) Special Requirements for a Transit Vehicle Manufacturer (TVM). The Grantee agrees that: (a) TVM Certification . Each TVM, as a condition of being authorized to bid or propose on FT A-assisted transit vehicle procurements, must certify that it has complied with the requirements of 49 C.F.R. pat1 26,and (b) Reporting TVM Awards. Within 30 days of any third party contract award for a vehicle purchase, the Grantee must submit to FTA the name of the TVM contractor and the total dollar value of the third party contract. and notify FT A that this information has been attached to FTA ·s electronic award management system . The Grantee must also submit additional notifications if options are exercised in subsequent years to ensure that the TVM is still in good standing. ( 4) Assurance. As required by 49 C.F.R. § 26. l 3(a): (a) Recipient Assurance. The Grantee agrees and assures that: 1 It must not discriminate on the basis of race. color. national origin, or sex in the award and performance of any FT A or U.S. DOT-assisted contract, or in the administration of its DBE program or the requirements of 49 C.F.R. part 26. · 2 It must take all necessaty and rea sonable step s under 49 C.F.R. part 26 to ensure nondiscrimination in the award and administration of U.S. DOT assisted contracts, 3 Its DBE program, as required under 49 C.F .R. part 26 and as approved by U.S . DOT. is incorporated by reference and made part of the Underlying Agreement, and 4 Implementation of its DBE program approved by U.S. DOT is a legal obligation and failure to cany out its terms shall be treated as a violation of the Master Agreement (FTA MA(23)). (b) Subrecipient/T hird Party Contractor/Third Patty Subcontractor Assurance . The Grantee agrees and assures that it will include the following assurance in each subagreement and third patty contract it Document Builder Generated FTA53 l l Grant.03.Feb 12 -originatt:d from approved OS C Grant template Rev 1/1 2111 Page 43 of 45 COOT -Division of Transit and Rail SAP PO #: 491001789 Routing #: 19-HTR-ZL-00094 DUNS #:084024447 signs with a Subgrantee or Third Party Contractor and agrees to obtain the agreement of each of its Subgrantees, Third Party Contractors, and Third Party Subcontractors to include the following assurance in every subagreement and third party contract it signs: I The Subgrantee, each Third Par1y Contractor, and each Third Party Subcontractor must not discriminate on the basis ofrace, color, national origin, or sex in the award and performance of any FT A or U.S. DOT-assisted subagreement, third party contract, and third party subcontract, as applicable, and the administration of its DBE program or the requirements of 49 C.F.R. part 26, 2 The Subgrantee, each Third Par1y Contractor, and each Third Party Subcontractor must take all necessary and reasonable steps under 49 C.F.R . part 26 to ensure nondiscrimination in the award and administration of U.S. DOT-assisted subagreements, third par1y contracts, and third party subcontracts, as applicable, 3 Failure by the Subgrantee and any of its Third Party Contractors or Third Party Subcontractors to carry out the requirements of subparagraph 12.e(4)(b) (ofFTA MA(23)) is a material breach of their subagreement, third parfy contract, or third par1y subcontract, as applicable, and 4 The following remedies, or such other remedy as the Grantee deems appropriate, include, but are not limited to, withholding monthly progress payments; assessing sanctions; liquidated damages; and /or disqualifying the Subgrantee, Third Party Contractor. or Third Party Subcontractor from future bidding as non-responsible. (5) Remedies. Upon notification to the Grantee of its failure to carry out its approved program, FTA or U.S. DOT may impose sanctions as provided for under 49 C.F.R. part 26, and, in appropriate cases, refer the matter for enforcement under either or both 18 U .S.C. § I 00 I, and /or the Program Fraud Civil Remedies Actofl986,31 U.S.C. §3801 et seq. From Section 12 . Civil Rights. h. Nondi scrimination on the Basis of Disability. The Grantee agrees to comply with the following federal prohibition s against discrimination on the basis of disability: (I) Federal laws, including: (a) Section 504 of the Rehabilitation Act of 1973. as amended. 29 U.S.C. § 794, which prohibits discrimination on the basis of disability in the administration of federally assisted Programs. Projects, or activities, (b) The Americans with Disabi lilies Act of 1990 (ADA), as amended. 42 U .S.C. § 1210 I et seq., which requires that accessible facilities and serv ices be made available to indi v iduals with disabilities: I For FTA Recipients generally, Titles I, II, and Ill of the ADA apply, but 2 For Indian Tribes. Titles II and Ill of the ADA apply, but Title I of the ADA does not apply because it exempts Indian Tribes from the definition of"employer." (c) The Architectural Barriers Act of 1968, as amended. 42 U .S.C. § 4151 et seq., which requires that buildings and public accommodations be accessible to indi v iduals with disabilities, (d) Federal transit law, specifically 49 U.S.C. § 5332, which now includes disability as a prohibited basis for discrimination, and ( e) Other applicable federal laws, regulations, and requirements pertaining to access for seniors or individuals with disabilities. (2) Federal regulations and guidance, including: (a) U.S. DOT regulations, 'Transpo11ation Services for Individuals with Disabilities (ADA)," 49 C.F.R. part 37, (b) U.S. DOT regulations, "Nondiscrimination on the Basis of Disability in Programs and Activities Receiving or Benefiting from Federal Financial Assistance,'' 49 C.F.R. part 27. (c) Joint U.S. Architectural and Transportation Barriers Compliance Board (U.S. ATBCB) and U.S. DOT regulations, '·Americans With Disabilities (ADA) Accessibility Specifications for Transportation Vehicles," 36 C.F.R. par11192 and 49 C.F.R. part 38, (d) U.S. DOT regulations, '·Transpo11ation for Individuals with Disabilities: Passenger Vessels," 49 C.F.R. part 39, (e) U.S. DOJ regulations, "Nondiscrimination on the Basis of Disability in State and Local Government Services," 28 C.F.R. part 35, (f) U.S. DOJ regulations, "Nondiscrimination on the Basis of Disability by Public Accommodations and in Commercial Facilities," 28 C.F.R. par1 36, Document Builder Generated FT A53 I I Grant.OJ.Feb 12 -originated from approved OSC Grant template Rev I/ 12 /1 1 Page 44 of 45 COOT -Division of Transit and Rail SAP PO #: 491001789 Routing #: I 9-HTR-ZL-00094 DUNS #:084024447 (g) U.S . EEOC. "Regulations to Implement the Equal Emplo yment Provisions of the Americans with Disabilities Act:· 29 C.F .R. part 1630 , (h) U.S. Federal Communications Commission regulations, "Telecommunications Relay Services and Related Customer Premises Equipment for Persons with Disabilities ," 47 C.F .R. part 64 , Subpart F, (i) U.S. ATBCB regulations, "Electronic and Information Technology Accessibility Standards," 36 C.F.R. part 1194, (i) FT A regulations , 'Transportation for Elderl y and Handicapped Persons ," 49 C.F .R. part 609 , (k) FT A Circular 4 710.1, "Americans with Disabilities Act : Guidance,'· and (I) Other applicable federal ci vil rights and nondiscrimination regulations and guidance . Section 16. Procurement. For Assignability a . Federal Laws, Regulations , Requirements. and Guidance. The Grantee agrees: (I) To compl y with the requirements of 49 U.S .C. chapter 53 and other applicable federal laws , regulations, and requirements in effect now or later that affect its third party procurements, (2) To comply with the applicable U.S. DOT Common Rules , and (3) To follow the most recent edition and any re visions of FT A Circular 4220.1, "Third Party Contracting Guidance,'· to the extent consistent with applicable federal laws. regulations, requirements . and guidance. State Requirements Section 37. Special Notification Requirements for States. a . Types of Infonnation. To the extent required under federal law, the State, agrees to provide the following infomrntion about federal assistance awarded for its State Program, Project, or related acti vities : (I) The Identification of FT A as the federal agenc y pro viding the federal assistance for a State Program or Project, (2) The Catalog of Federal Domestic Assistance Number of the program from which the federal assistance for a State Program or Project is authorized, and (3) The amount of federal assistance FT A has provided for a State Program or Project. b. Documents . The State agrees to provide the information required under this provision in the follo w ing documents : (I) applications for federal assistance, (2) requests for proposals, or solicitations, (3) forms , ( 4) notifications . (5) press releases. and (6) other publications. Document Builder Generated FTA5 3 I I Grant.03 .Fd, 12-o rig inatcd fr o m ap pro\'cd OSC Gra nt tcmplatt: Rc\ 1/12 '1 I Page 45 of 45