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HomeMy WebLinkAboutR01-044 authorization to enter into IGA with State Dept. of Transportation for public transportation services in nonurbanized areasy Commissioner of the follow olution: moved adoption BOARD OF COUNTY COMMISSIONERS COUNTY OF EAGLE, STATE OF COLORADO RESOLUTION NO. 2001 -_O RESOLUTION AUTHORIZING EAGLE COUNTY TO ENTER INTO AN INTERGOVERNMENTAL AGREEMENT WITH THE STATE DEPARTMENT OF TRANSPORTATION, DIVISION OF TRANSPORTATION DEVELOPMENT, FOR THE PROVISION OF PUBLIC TRANSPORTATION SERVICES IN NONURBANIZED AREAS WHEREAS, pursuant to X29 -1 -203 of the Colorado Revised Statutes, the Board of County Commissioners of the County of Eagle, State of Colorado ( "County ") has the power to enter into intergovernmental agreements; and WHEREAS, the State of Colorado, State Department of Transportation, Division of Transportation Development, has obtained certain unencumbered Federal funds for the provision of public transportation services in non urbanized areas; and WHEREAS, the State Department of Transportation, Division of Transportation Development, is responsible for the disbursement of these funds; and WHEREAS, the County is desirous of obtaining said funds for the provision of public transportation services to residents of, and has filed an application with the State for this purpose; and WHEREAS, the State has proposed an intergovernmental agreement with the County to provide funds for such services; and WHEREAS, the County desires to accept the funds for such services pursuant to the conditions of the agreement; and WHEREAS, the County desires to work together with the State Department of Transportation to effect said services as provided in the agreement. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF THE COUNTY OF EAGLE, STATE OF COLORADO: THAT, the County hereby approves the attached contract between the County and the State Department of Transportation, agrees with the terms and conditions stated therein, and authorizes its Chairman to sign said contract. THAT the County hereby obligates its local funds share of $34,843.00 as required by Exhibit A. MOVED, READ AND ADOPTED by the Board of County Commissioners of the Count of Eagle, State o Colorado, at its regular meeting held the _ day of 2001. ATTEST: Clerk to the Eoard o County Commissioners COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its BOARD OF COUNTY COMMISSIONERS Tom C. Stone Chairman . Michael - f G C r Arn M. Menconi Commissioner � r 0 Commissioner � seconded adoption of the foregoing resolution. The oll having been called, the vote was as follows: Commissioner Tom C. Stone Commissioner Michael L. Gallagher Commissioner Arn M. Menconi This Resolution passed by C3 — 0 vote of the Board of County Commissioners of the County of Eagle, State of Colorado. nlr \r \publid transportation AGREEMENT THIS AGREEMENT, made this day of , 20 , by and between the STATE OF COLORADO for the use and benefit of the STATE DEPARTMENT OF TRANSPORTATION, DIVISION OF TRANSPORTATION DEVELOPMENT, hereinafter referred to as the State, and EAGLE COUNTY REGIONAL TRANSPORTATION AU_ THORITY. P.O. Box 1070, Gypsum. CO 81637 a public body, hereinafter referred to as the Grantee. WHEREAS, authority exists in the Law, and funds have been budgeted, appropriated and otherwise made available, and a sufficient unencumbered balance thereof remains available for payment in Fund Code 400 , Organization Code 9738 and 9739. Appropriation Code 415. Program Code 5000, Function Code . 1510 , Object Code 51801 N , GBL Code MN 50 and MP 50 , Reporting :. Code 0510 , FEIN Number 8460007625, Encumbered Amounts $36,143 and $48,000, The Catalog Federal Domestic Assistance number(CFDA) that relates to this contract in relation to audits is 20.509, and; WHEREAS, required approval, clearance, and coordination has been accomplished from and with appropriate agencies; and WHEREAS, Section 5311, of 49 U.S.C. § § 5301 et seq., as amended, hereinafter referred to as the Federal Transit Act or the Act, institutes a program offering federal assistance for public transportation in rural and small urban areas by way of a formula grant program administered by the State; and WHEREAS, the Grantee has proposed a project in the form of an application for funding under Section 5311 of the Act, hereinafter referred to as the "Project'; and WHEREAS, Sections 43 -1 -701 and 702, C.RS. 1973 authorize the State Department of Transportation to take all steps and adopt all procedures necessary to make and enter into such contracts as may be necessary for state application and administration of Section 5311 of the Act, including participation in grant programs for the purpose of assisting transportation services; and WHEREAS, the Governor of the State of Colorado, in accordance with a request by the Federal Transit Administration, hereinafter referred to as FTA, has designated the State to manage the Section 5311 program, including the responsibility to evaluate and select public transportation projects proposed by State agencies, local public bodies and agencies thereof (including Indian Tribes), and nonprofit operators of public transportation services in areas other than urbanized; and WHEREAS, the Grantee desires to and has the legal capacity and authority to contract with the State; and WHEREAS, the Grantee possesses the necessary fiscal and managerial capability to implement and manage the project and utilize grant fiends for public transportation in nonurbanized areas of the State; NOW, THEREFORE, it is hereby agreed that: SECTION 1. PURPOSE OF AGREEMENT The purpose of this Agreement is to state the terms, conditions, and mutual understandings of the parties as to the manner in which the Project will be undertaken and completed. The terms and conditions of the Project and the Act are incorporated herein by reference to the extent consistent herewith. C f G, SECTION 2. ACCOMPLISHMENT OF THE PROJECT. A. General Requirements The Grantee shall commence, carry out, and complete the Project with all practicable dispatch, in a sound, economical, and efficient manner, in accordance with the terms and conditions of this Agreement, the terms and conditions of Exhibit A, "Scope of Work and Conditions," Exhibit B, "Audit Requirements ", Exhibit C, "Security Agreement" (if applicable), Exhibit D, "Sample Change Order Letter," which are incorporated herein by this reference, and all applicable laws, regulations, and published policies. In general, the terms of the U.S. Department of Transportation regulations; "Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments," 49 C.F.R. Part 18, are applicable to Projects with governmental and non governmental bodies. The Grantee further agrees to follow the "Common Rule Guidelines for Recipients of FTA Funds ", and the applicable provisions of the most current "Master Agreemen" between the FTA and the State, which are incorporated herein by reference. . B. Application of Federal State and Local Laws and Regulations 1. Pursuant to Federal- State. and Local Law In performance of its obligations under this Agreement, the Grantee shall comply with all applicable provisions of federal, state, and local law. All limits or standards set forth in this Agreement to be observed in the performance of the Project are minimum requirements, and all more stringent State or local standards as outlined in the body of this Agreement shall be applicable to the performance of the Project 2. State or Territorial Law Except to the extent that a federal statute or regulation preempts State or territorial law, nothing in the Agreement shall require the Grantee to observe or enforce compliance with any provision thereof, perform any other act, or do any other thing in contravention of any applicable State or territorial law; however, if any of the provisions of the Agreement violate any applicable State or territorial law, or if compliance with the provisions of the Agreement would require the Grantee to violate any applicable State or territorial law, the Grantee agrees to notify the State immediately in writing in order that the State and the Grantee may make appropriate arrangements to proceed with the Project as soon as possible. C. Funds of the Grantee. Except as approved otherwise by the State, the Grantee agrees to complete all proceedings necessary to provide the local share of the Project costs at or before the time that such funds are needed to meet Project expenses. D. Changed Conditions of Performance The Grantee agrees to notify the State immediately of any change in local conditions or any other event that may significantly affect its ability to perform the Project in. accordance with the terms of this Agreement. In addition, the recipient agrees to notify the State immediately of any decision pertaining to the Grantee's conduct or litigation that may affect the State's interests in the Project or the State's administration or enforcement of applicable Federal laws or regulations. Before the Grantee may name the State as a party to litigation for any reason, the Grantee agrees to inform the State; this provision applies to any type of litigation whatsoever, in any form arising out of this Agreement or the Project. E. No State Obligations to Third Parties Absent the State's express written consent, and not withstanding any concurrence by the State in or approval of the award of any contract of the Grantee (third party contract) or subcontract of the Grantee (third party subcontract) or the solicitation thereof, the State shall not be subject to any obligations or liabilities to third party contractors or third party subcontractors or any other person not a party to this Agreement in connection with the performance of this Project. F. Period of Performance This Agreement shall continence on the date all required signatures are affixed hereto, including that of the State Controller, as reflected by the date to be inserted by the State on the first page of this Agreement, and shall terminate as outlined in Sections 8 and 10 of this Agreement, and as further described in the body of this Agreement. G. Contract Changes Any change in this Agreement shall be in the form of a written supplement signed by the parties to this Agreement. H. Pursuant to AS plicable Regulations The Project shall be performed by the Grantee pursuant to all applicable federal requirements, which shall be made available to the Grantee. SECTION 3. ETHICS A. Code of Ethics. The Grantee agrees to maintain and to require its subcontractors to maintain a written code or standards of conduct that shall govern the performance of its officers, employees; and board members engaged in the award and administration of contracts supported by Federal fiords. The code or standards shall also provide that the Grantee's and subcontractor's officers, employees, and board members shall neither solicit nor accept gratuities, favors, or anything of monetary value from present or potential contractors or subrecipients. The Grantee and subcontractor may set minimum rules where the financial interest is not substantial or the gift is an unsolicited item of nominal intrinsic value. As permitted by State or local law or regulations, such code or standards of conduct shall provide for penalties, sanctions, or other disciplinary actions for violations by the Grantee's and subcontractor's officers, employees, and board members. (1) Personal Conflict of Interest The Grantee's and subcontractor's code or standards must provide that no employee, officer, or board member, of the Grantee and subcontractor may participate in the selection, award, or administration of a contract supported by Federal fiords if a real or apparent conflict of interest would be involved. Such a conflict would arise when any of the parties set forth below has a financial or other interest in the firm selected for award: a. The employee, officer, or board member; b. Any member of his or her immediate family, c. His or her partner, d. An organization that employs, or is to employ, any of the above. (2) Org izational Conflict of Interest The Grantee's and subcontractor's code or standards of conduct must include procedures for identifying and preventing real and apparent organizational conflicts of interest. An organizational conflict of interest exists when the nature of the work to be performed under a proposed third party contract may, without some restrictions on firture activities, result in an unfair competitive advantage to the or impair the contractor's objectivity in performing the contract work B. Bonus or Commission The Grantee warrants that it has not paid, and agrees not to pay, any bonus or commission for the purpose of obtaining approval of its application for financial assistance for this project. C. Prohibition Against Use of Federal Funds for Lobbying The Grantee agrees to refrain from using Federal fiords to support lobbying and to comply with the applicable provisions of 31 U.S.C. § 1352and U.S. DOT regulations, "New Restrictions on Lobbying," 49 CYR Part 20. If the Grantee is receiving $100,000 or more in Federal fiords, it agrees it shall specifically certify compliance with these provisions in a format provided by the State. D. Employee Political Activitv The terms of the "Hatch Act", 5 U.S.C. § § 1501 through 1508, and Office of Personnel Management regulations, "Political Activity of State and Local Officers or Employees," 5 C.F.R. Part 151, apply to State and local agencies and their officers and employees to the extent covered by the statute and regulations. The "Hatch Act" restricts the political activity of an individual principally employed by a State or local executive agency in connection with a program financed in whole or in part by a Federal loan, grant, or cooperative agreement. However, the "Hatch Act" does not apply to a non - supervisory employee of a transit system (or of any other agency or entity performing related functions) receiving FTA assistance to whom the "Hatch Act" is otherwise inapplicable. E. False or Fraudulent Statements or Claims The Grantee acknowledges that should it make a false, fictitious, or fraudulent claim, statement, submission, or certification to the State in connection with this Project, the State reserves the right to impose on the Grantee the penalties of 18 U.S.C. § 1001, 31 U.S.C. §§ 3801 et se ., and 49 U.S.C. app. § 1607a(h), as the State deems appropriate. The terms of U.S. DOT 3 regulations, "Program Fraud Civil Remedies," 49 C.F.R. Part 31, apply to Project. SECTION 4. PROJECT BUDGET AND LOCAL SHARE. The Project budget shall be as set forth in Exhibit A, "Scope and Conditions.. Except as permitted otherwise by Federal law, the Grantee agrees to provide sufficient fiords or approved in -kind resources, together with the Federal financial assistance awarded herein, to assure payment of the actual cost of this Project. The Grantee agrees that no local share fiords will be derived from revenues obtained from using the Project facilities, equipment or operations, nor shall other Federal funds be used except as otherwise provided in Exhibit A. The Grantee agrees to complete all proceedings necessary to provide the local share of the Project costs at or before the time those fiords are needed to meet Project expenses. SECTION 5. ACCOUNTING RECORDS A. Project Accounts The Grantee agrees to establish and maintain for the Project either a separate set of accounts, or accounts within the framework of an established accounting system, in a manner constant with 49 C.F.R. § 1820, or OMB Circular A- 133, Revised, whichever is applicable. B. Funds Received or Made Available for the project. Consistent with the provisions of 49 C.F.R. 18.21, or OMB Circular A -133, Revised, whichever is applicable, the Grantee agrees to record in the Project account, and deposit in a financial institution, Project payments received by it from the State pursuant to this Agreement and all other fiends provided for, accruing to, or otherwise received on account of the Project (Project Funds). The Grantee is encouraged to use financial institutions that are owned at least 50 percent by minority group members. C. Documentation of project Costs All allowable costs charged to the Project, including any approved services contributed by the Grantee or others, shall be supported by properly executed payrolls, time records, invoices, contracts, or vouchers evidencing in detail the nature of the charges. The Grantee also agrees to maintain accurate records of all Program Income derived from Project implementation; this requirement, however, does not apply to income of the Grantee that is determined by the State to be private. D. Checks Orders. and Vouchers The Grantee agrees to refrain from drawing checks or orders for goods or services to be charged against the Project account until it has on file in its office a properly signed voucher describing in proper detail the purpose of the expenditure. The Grantee also agrees that all checks, payrolls, invoices, contracts, vouchers, orders, or other accounting documents pertaining in whole or in part to the Project shall be clearly identified, readily accessible, and to the extent feasible, kept separate from documents not pertaining to the Project. SECTION 6. REPORTING RECORD RETENTION AND ACCESS A. Record Retention During the course of the Project and for three years thereafter, the Grantee agrees to retain intact and to provide any data, documents, reports, records, contracts, and supporting materials relating to the Project as the State may require. Reporting and record- keeping requirements for governmental recipients are set forth in 49 C.F.R Part 18. Reporting and record - keeping requirements for private non -profit an d for -profit recipients, are set forth in OMB Circular A -110. Project closeout does not alter these requirements. B. Access to Records Upon request, the Grantee agrees to permit the Secretary of Transportation and the Comptroller General of the United States, or their authorized representatives, to inspect all Project work, materials, payrolls, and other data, and to audit the books, records, and accounts of the Grantee and its subcontractors pertaining to the project. The Grantee agrees to require each third party contractor whose contract award is not based on competitive bidding procedures as defined by the State to permit the inspection of all work, materials, payrolls, and other data, and records involving the contract, and to audit the books, records, an d accounts involving the contract as it affects the Project. C. ftortin During the term of this Project, except as provided in (5) below, the Grantee shall submit requests for reimbursements to the State in accordance with the requirements of this Section and with detailed written instructions provided by the State. 1. Reports shall be submitted on forms provided to the Grantee by the State. M C) 2. Reports shall be fully completed through the period for reimbursement eligibility as stated in Exhibit A and include at least the following elements: a. Eligible Project costs indicating the line items that correspond to the budget for the Project b. Operating and financial data. c. An annual certification of project equipment if capital equipment was purchased as part of this 3. Requests for reimbursement for project costs will be paid to the Grantee after presentation of invoice(s) to the State for eligible costs through the date set forth in Exhibit A.. 4. All requests for reimbursement shall be submitted no later than 60 days following the incurrence of reimbursable cost for the term of the project, except as otherwise provided herein or in Exhibit A. If reports and request for reimbursements are not submitted within these times periods the Grantee shall be considered in violation of the Agreement and subject to nonpayment of the requested cost or termination of the Project as outlined in Section 9 of this Contract and may be denied future grant awards, at the discretion of the State. 5. Notwithstanding any prior termination of this Agreement under Section 9 of this Agreement, if capital equipment is purchased under this Agreement, the Grantee shall continue to provide the annual certification of Project equipment as above in which there is a federal interest in the equipment, as determined by the State. 6. The Grantee agrees to provide any other reports the State may require. D. P %ject Closeout Project closeout does not alter these reporting and record retention requirements. SECTION 7. PAYMENTS ALLOWABLE COSTS AND CLAIMS. A. Requests for Payment The requests for reimbursement for Payment of the Federal share of allowable costs will be paid to the Grantee upon presentation of invoice(s) to the State through the date set forth in Exhibit A of this Agreement B. Allowable Costs The Grantee's expenditures will be reim d if burse they meet all requirements set forth below. 1. Conform with the Project Description and the approved Project Budget and all other terms of this Agreement; 2. Be necessary in order to accomplish the Project; 3. Be reasonable for the goods or services purchased; 4 Be actual net costs to the Grantee (i.e., the price paid mimes any refunds, rebates, or other items of value received by the Grantee that have the effect of reducing the cost actually incurred, excluding Program Income); 5. Be incurred (and be for work performed) after the date of this Agreement; 6. Unless permitted otherwise by Federal statute or regulation, conform with Federal Guidelines or regulations and Federal cost principles as set forth below: (a) For Grantees that are governmental organizations, the standards of OMB Circular A -87, Revised, "Cost Principles for State and Local Governments" apply. (b) For Grantees that are private nonprofit organizations, the standards of OMB Circular A-122, Revised, "Cost Principles for Nonprofit Organizations" apply. (c) For Grantees that are private for -profit organizations, the standards of the Federal Acquisition Regulation, 48 C.F.R. Chapter 1, Subpart 31.2, "Contracts with Commercial Organizations" apply. 7. Be satisfactorily documented; and 8. Be treated uniformly and consistently under accounting principles and procedures approved and prescribed byFTA or the State for the Grantee, and those approved or prescribed by the Grantee for its contractors. C. Disallowable Costs In determining the amount of Federal assistance FTA will provide, the State will exclude: 1. Any Project costs incurred by the Grantee before the obligation data of this Agreement or amendment thereof; whichever is later. 2. Any costs incurred by the Grantee that are not included in the Scope of Work 3. Any cost incurred by the Grantee after the termination of this Agreement or amendment. 4. Any costs for goods or services received under a third party contract or other arrangement that is requited to be approved by the State but which has not been approved by the State. D. Final Determination The Grantee agrees that reimbursement of any cost under this Agreement does not constitute a final State decision about the allowability of that cost and does not constitute a waiver of any violation by the Grantee of the terms of this Agreement. The Grantee understands that the State will not make a final determination about the allowability of any cost until an audit of the Project has been completed If the State determines that the Grantee is not entitled to receive any part of the Federal fiords requested, the State will notify the Grantee stating the reasons therefor. Project closeout will not alter the Grantee's obligation to return any funds due to the State as a result of later refunds, corrections or other transactions. Nor will Project closeout alter the State's right to disallow costs and recover fiords on the basis of a later audit or other review. Unless prohibited by law, the State may recoup any Federal assistance funds made available under this Project as needed to satisfy any outstanding monetary claims that the State may have against the Grantee. Exceptions pertaining to disallowed costs are set forth in FTA directives or in other written Federal guidance. E. Claims and Excess payments Upon notice by the State to the Grantee of specific amounts due, the Grantee agrees to remit to the State promptly any amounts due for claims, excess payments, or disallowed costs, including any interest due, in accordance with guidelines in the Master Agreement. F. Deoblivation of Funds The State reserves the right to deobligate unexpended Federal fiords before Project closeout. SECTION 8. AUDIT AND CLOSEOUT A. Standard Audit Requirements The Grantee must perform timely audits and provide the State with the results of such audits, as required by the applicable provisions of OMB circular A -133, which is incorporated herein by this reference. Such audits shall test compliance with the items specified in Exhibit B and shall be completed by the Grantee if it is a State or local government, Indian Tribal government or private nonprofit organization. Pursuant to the FTA criteria, FTA or the State may waive the OMB Circular A -133 audit requirement or substitute a requirement of a grant audit performed in accordance with the Comptroller General Standards. All grantee audit reports must be submitted to the State within 30 days of their issuance, and not later than one year after the termination of this Agreement. B. Additional Audits The Grantee is responsible for obtaining any other audits required by FTA or the State. Project closeout will not alter the Grantees audit responsibilities. C. Audit Costs Audit costs for Project administration and management are allowable Project costs to the extent authorized by OMB Circular A -87, Revised, OMB Circular A -21, Revised, or OMB Circular Al22, Revised, as may be applicable. D. Project CIO seout Project closeout occurs when the contract expires, as set forth in Exhibit A, and the State has forwarded the final payment to the Grantee. The Grantee agrees that Project closeout does not invalidate any continuing obligations imposed on the Grantee by this Agreement. SECTION 9. TERMINATION A. Termination own terms This Agreement will terminate by its own terms as set forth in Exhibit A- B. For Convenience The parties may rescind this Agreement and terminate the Project if both parties agree that the continuation of the Project would not produce beneficial results commensurate with the further expenditure of funds. C. Far Cause Upon written notice, the Grantee agrees that the State may suspend or terminate all or part of the financial assistance provided herein if the Grantee has violated the terms of this Agreement, or if the State R C C, determines the purposes of the statute under which the Project was authorized would not be adequately served by continuation of Federal financial assistance for the Project. Any failure to make reasonable progress of the Project or other violation of the Agreement that significantly endangers substantial performance of the Project shall provide sufficient grounds for the State to terminate this Agreement. In general, termination of any financial assistance under this Agreement will not invalidate obligations properly incurred by the Grantee and concurred in by the State before the termination date, to the extent those obligations cannot be canceled However, if the State determines that the Grantee has wd fi* misused Federal assistance fiords by fading to make adequate progress, failing to make reasonable use of the Project real property, facilities, or equipment, or failing to adhere to the terms of this Agreement, the State reserves the right to require the Grantee to refimd the entire amount of Federal funds provided under this Agreement or any lesser amount as may be determined by the State. D. Action upon Termination Upon termination of this Agreement and the Project under the provisions of paragraph A, B or C of this Section, the Grantee agrees to return all Project equipment purchased with Project funds as directed by the State for disposition. The Grantee will also be subject to the provisions of Exhibit C, Security Agreement, where applicable. SECTION 10. REAL PROPERTY EQUIPMENT AND SUPPLIES. A. Use of Project Equipment Where appropriate, the Grantee agrees that Project real property, equipment, and supplies shall be used for the provision of transit services for the duration of their useful life, as determined by the State. Should the Grantee unreasonably delay or fad to use Project real property, equipment, or supplies during their useful life, the Grantee agrees that the State may require the Grantee to return the entire amount of the Federal assistance expended on that real properly, equipment, or supplies. The Grantee further agrees to notify the State immediately when any Project real property or equipment is withdrawn from use in transit service or when real property is used in a manner substantially different from the representations made by the Grantee in its Application or the text of Exhibit A, "Scope of Work and Conditions" . 1 with the B. General Requirements A Grantee that is a governmental entity agrees comply Property management standards of 49 C.F.R. § § 18.3 1, 18.32, and 18.34, including any amendments thereto, and other applicable guidelines or regulations that the State may issue. A Grantee that is not a governmental entity agrees to comply with OMB Circular A -110, Revised, including any amendments thereto, and other applicable guidelines or regulations that the State may issue. Exceptions to these requirements of 49 C.F.R. § § 18.31, 18.32, and 18.83, and to OMB Circular A -110, Revised, must be specifically approved by the State. C. Definition of Project Equipment Project equipment shall include any equipment item with a unit cost of $1,000 or more and a useful life exceeding one year: D. Maintenance of Pro *ect Equipment The Grantee agrees that Project equipment shall be maintained in good operating order, and in accordance with any guidelines, directives; or regulations that FTA or the State may issue. E. Title to Project Equipment Title to Project equipment shall be in the Grantees name and shall be subject to the restrictions on use and disposition of the Project equipment set forth herein. The State shall retain physical possession of said title until there is no longer any Federal interest in the Project equipment. The State shall place alien on the Project equipment in the amount of the Federal share of the Project, as set forth in Exhibit A, and shall maintain such lien until there is no longer any Federal interest in the Project equipment or until disposition of the equipment, which ever comes first. The Grantee shall comply with the provisions of the Security Agreement set forth in Exhibit C. SECTION 11. ENCUMBRANCE OF PROJECT PROPERTY. A. Unless expressly authorized in writing by the State, the Grantee agrees to refrain from: 1. Executing any transfer of title, lease, lien, pledge, mortgage, encumbrance, contract, grant anticipation note, alienation, or other obligation that in any way would affect the Federal interest in any Project real property or equipment which Grantee owns, or 7 2. Obligating itself in any manner to any third party with respect to Project real property or equipment which Grantee owns. B. The Grantee agrees to refrain from taking any action or acting is a manner that would adversely affect the Federal interest or impair the Grantee's continuing control over the use of Project real property or equipment which Grantee owns. SECTION 12. INSURANCE A. The Grantee agrees to carry and to require subcontractors and sulmipients to carry standard Worlds Compensation insurance in statutory limits - B. ff the Grantee receives Federal funding for capital equipment and/or operating assistance, the Grantee agrees to: 1. Maintain and to require subcontractors and subrecipients to maintain in full force and effect during the term of the Agreement Comprehensive General and Automobile Liability Policy for amounts not less than Bodily Injury, $400,000 each occurrence, Property Damage, $400,000 each occurrence, or $600,000 combined single limit. If the Grantee is a "public entity" within the meaning of the Colorado Govt Immunity Act, Section 24-10 -101, et.seq. C.R.S. as amended ( "Act "), the Grantee shall maintain'such insurance by commercial policy or self - insurance as is necessary to meet Grantee's liabilities under the Act. 2. Submit annually to the State, within 30 days of the issuance of each insurance policy, certification that demonstrates the Grantee and subcontractors and subrecipients are carrying the above described insurance. 3. Name the State or require subcontractors and subrecipients to name the State as loss payee on the policies for equipment purchased with Project fimds and submit evidence of such to the State annually. C. The Grantee shall name the State as loss payee on the insurance policies for equipment purchased with Project funds and submit evidence of such to the State annually. D. Where appropriate the Grantee agrees to comply with the flood insurance purchase requirements of section 102(a) of the Flood Disaster Protection Act of 1973, 42 U.S.C. Section 4012(a) , with respect to any Project activity involving construction or acquisition. SECTION 13. PROCUREMENT A. Federal and State Procurement Standards. The Grantee agrees that all purchases financed in whole or in part pursuant to this Agreement by the State or the Grantee, will be in accordance with Colorado Department of Transportation guidelines, applicable State law, and the standards set forth in 49 C.F. R_ Part 18 or OMB Circular A- 102, as may be applicable, and with any supplementary directives or regulations including FTA Circular 4220. 1B, and any revisions thereof, as may be applicable. The Grantee agrees to use Project finds for capital equipment only as described in Exhibit A, "Scope of Work and Special Conditions". B. Exclusionary or Discriminatory Specifications Apart from inconsistent requirements imposed by Federal statute or regulations, the Grantee agree that it will comply with the requirements of 49 U.S.C. § 5323(h)(2) by refraining from using any Federal assistance awarded by the State to support procurements using exclusionary or discriminatory specifications - C. Geohic Restrictions The Grantee agrees to refrain from using state or local geographic preferences, except those expressly mandated or encouraged by Federal statute, and as permitted by FTA_ D. Award to Other Than the Lowest Bidder. In accordance with 49 U.S.C. § 5626(c), the Grantee may award a third party contract to other than the lowest bidder in connection with the procurement when such award furthers objectives consistent with the purposes of 49 U.S.C. Chapter 53 and any implementing regulations, circulars, manuals, or other guidance FTA may issue. E. Ineligible Bidders Unless otherwise permitted by the FTA or State, the Grantee shall refrain from awarding any third party contract to a party included in the U.S. General Services Administration's list of Parties Excluded from Federal Procurement or Non procurement Programs. Before entering into any third party contract exceeding $100,000, the Grantee agrees to obtain a debarment and suspension certification from each such third party contractor and provide the State a copy of such certification, as requested by the N CI C State. F. Buy America For any purchase utilizing FTA funds and exceeding a threshold cost of $100,000, the Grantee must comply with 40 U.S.C. § 5323 0), FTA's Buy America regulations at 49 C.F.R. Part 661, and any amendments thereto, and any implementing guidance issued by FTA with respect to any third party contract financed under this agreement. G. Cargo Preference - Use of United States - Flag Vessels pursuant to regulations published at 46 C.F.R. Part 381, the Grantee shall obtain from the State appropriate refer and clauses to be inserted in all contracts it awards in which equipment, materials or commodities may be transported by ocean vessel in carrying out the Project. H. Bus Testin8 To the extent applicable, the Grantee agrees to comply with FTA regulations, "Bus Testing," 49 C.F.R. Part 663, and any revisions thereto. I. Pre -award and Post - delivery Audit. To the extent applicable, the Grantee agrees to comply with FTA regulations "PrerAward and p ost -D e li very Audits of Rolling Stock Purchases," 49 C.F.R. Part 663, and any revisions thereto. I False or Fraudulent Statements and Claims The Grantee acknowledges and agrees that by signing this agreement it certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, or may make pertaining to the statements contained in its application for funding. In addition to other penalties that may be applicable, the Grantee also acknowledges that if it makes a false, fictitious, or fraudulent claim, statement, submission, or certification, the State reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986, as amended, on the Grantee to the extent the State deems appropriate. K Settlement of Third Party Contract Disputes or Breaches The term third-party contract, as used in this Agreement, is defined as a contract between the Grantee and any subcontractor from which the Grantee has procured a good and/or service commercially from the subcontractor through written agreement. The State has a vested interest in the settlement of disputes, defaults, or breaches involving any federally - assisted third party contracts. The State retains the right to a proportionate share, based on the percentage of the Federal share committed to the Project, of any proceeds derived from any third party recovery . Therefore, the Grantee shall avail itself of all legal rights available under any third party contract. The Grantee shall notify the State of any current or prospective litigation or major disputed claim pertaining to any third Party contract. The State reserves the right to concur in any compromise or settlement of the Grantee's claim(s) involving any third party contract, before making federal assistance available to support that settlement. If the third party contract contains a liquidated damages provision, any liquidated damages recovered shall be credited to the Project account involved unless the State permits otherwise. SECTION 14. PATENT RIGHTS A. If any invention, improvement, or discovery of the Grantee or any of its third party contractors is conceived or first actually reduced to practice in the course of, or under this Project, and that invention, improvement or discovery is patentable under the laws of the United States of America or any foreign country the Grantee agrees to notify the State immediately and provide a detailed report. The rights and responsibilities of the Grantee, third party contractors and the State with respect to such invention, improvement or discovery will be determined in accordance with applicable federal laws, regulations, policies, and any waivers thereof. B. The Grantee agrees to include the requirements of Section 13 (A) of this Agreement in its third party contracts under this Project. SECTION 15. RIGHTS IN DATA AND COPYRIGHT. A. The term "subject data' as used herein means recorded information, whether or not copyrighted, that is delivered or specified to be delivered under this Agreement. The term includes graphic or pictorial delineation's in media such as drawings or photographs; text in specifications or related performance or d documents; machine forms such as punched cards, magnetic tape, or computer memory printouts; and information retained in computer memory. L1 C B. The following restrictions apply to all subject data first produced in the performance of this Agreement: 1. Except for its own internal use, the Grantee shall not publish or reproduce subject data in whole of in part, or in any manner or form; nor may the Grantee authorize others to do so, without the written consent of FTA until such time as FTA may have released such data to the public. 2. As authorized by 49 C.F.K. § 18.34, the FTA reserves a royalty -fee, nonexclusive, and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for Federal Government purposes: (a) Any work developed under a grant, cooperative agreement, sub-grant, or third party contract, irrespective if whether or not copyright has been obtained; and (b) Any rights of copyright to which a Grantee, sub - recipient, or a third party contractor purchases ownership with Federal assistance. SECTION 16. CIVIL. RIGHTS A. Prohibitions Auainc# Discrimination in Federal Programs The grantee agrees to comply with and assure the compliance by its third party contractors and subcontractors under this Project, with all requirements of Title VI of the Civil Rights Act of 1964,42 U.S.C. § 2000d; 49 U.S.C. 5332; and U.S. DOT regulations, Nondiscrimination in Federally - Assisted Programs of the Department of Transportation - Effectuation of Title VI of the Civil Rights Act, 49 C.F.R. Part 21, and any implementing requirements FTA may issue. B. Equal Employment Opportunity The following requirements apply to the Project: (1) In implementing the Project, the Grantee may not discriminate against any employee or applicant for employment because of race, color, creed, sex, disability, age, or national origin. The Grantee agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, sex, disability, age, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Grantee shall insert the foregoing provisions (modified only to show the particular contractual relationship) in all its third party contracts for Project implementation, except contracts for standard commercial supplies or raw materials and construction contracts, and shall require all such contractors to insert a similar provision in all subcontracts, kept subcontracts for standard commercial supplies or raw materials. (2) If, as a condition of assistance, the Grantee has submitted and the State and FTA has approved, an equal employment opportunity program that the Grantee agrees to cant' out such program is incorporated into this Agreement by reference. Such program shall be treated as a contractual obligation; and failure to carry out the terms of that equal employment opportunity program shall be treated as a violation of this Agreement. Upon notification to the Grantee of its failure to carry out the approved program, the State and FTA will impose such remedies as they may deem appropriate, which remedies may include termination of financial assistance as set forth in Section 9 of this Agreement or other measures that may affect the ability of the Grantee to obtain future financial assistance under the Federal Transit Act, as amended; Title 23, United States Code (Highways), or the Intermodal Surface Transportation Efficiency Act of 1991, Pub.L.102 240. C. Disadvantaged Business Enterprises The Grantee agrees to facilitate participation of disadvantaged business enterprises (DBEs) as follows: (1) The Grantee agrees to comply with current U.S. DOT regulations at 49 C.F.R- Part 23, including any amendments that may be issued during the term of this Agreement. (2) The Grantee agrees that it will not discriminate on the basis of race, color, national origin, or sex, in the award and performance of any U.S. DOT assisted contract. The Grantee agrees to take all necessary and reasonable steps under 49 C.F.R. Part 23 to ensure that eligible DBEs have the maximum feasible opportunity to participate in U.S. DOT assisted contracts. The Grantee's DBE program, if required by 49 C.F.R. Part 23 and as approved by the U.S. DOT, is incorporated by reference in this Agreement. 10 C Implementation of this program is a legal obligation and failure to carry out its terms shall be treated as a violation of this Agreement. Upon notification to the Grantee of its failure to carry out its approved program, the U.S. DOT may impose sanctions as provided for under 49 C.F.R. Part 23. (3)The Grantee agrees to include the following clause in all agreements between the Grantee and Subrecipients and in all third party contracts assisted by the FTA. between the Grantee or subrecipients and third part contractors: The (Contractor, Sub - recipient, or Subcontractor) shall not discriminate on the basis of race, color, national origin, or sex in the performance of this (contract or agreement). The recipients of 49 C.F.R. Part 23 and the grantee's U.S. DOT - approved Disadvantaged Business Enterprise DBE) Program (where required) are incorporated in this (contract or agreement) by reference. Failure by the (Contractor, Subrecipient, or Subcontractor) to carry out these requirements is material breach of this (contract or agreement), which may result in the termination of this (contract or agreement or such other remedy as (the Grantee) deems appropriate - (4) The Grantee agrees to treat lessees as follows: (a) The Grantee agrees not to exclude DBEs from participation in business opportunities by entering into long -term, exclusive agreements with non -DBEs for the operation of major transportation - related activities for the provision of good and services to the facility or to the public on the facility. (b) Except as provided in this Section, the Grantee agrees to include lessees in its affirmative action programs. The requirements of 49 C.F.R. Part 23,. do not apply to lessees, except for the requirement that lessees avoid discrimination against DBEs. D. Access Requirements for Individuals with Disabilities The Grantee agrees to comply with, and require that any sub - recipient, or third party contractor under this Project complies with all applicable requirements of the Americans with Disabilities Act of 1990 (ADA), 42 U.S.C. § 12101 et seq.; section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794; and the following Federal regulations including any amendments thereto: 1. U.S. DOT regulations, "Transportation Services for Individuals with Disabilities (ADA)," 49 C.F.R. Part 37; 2. US. DOT regulations, "Nondiscrimination on the Basis of Handicap in Programs and Activities Receiving or Benefiting from Federal Financial Assistance," 49 C.D.R. Part 27; 3. US. DOT regulations, "Americans With Disabilities (ADA) Accessibility Specifications for Transportation Vehicles," 49 C.F.R. Part 38; 4. Department of Justice (DOJ) regulations; "Nondiscrimination on the Basis of Disability in State and Local Government Services," 28 C.F.R. Part 35; 5. DOJ Regulations, "Nondiscrimination on the Basis of Disability by Public Accommodations and in Commercial Facilities," 28 C.F.R. Part36; 6. General Services Administration regulations, "Construction and Alteration of Public Buildings," "Accommodations for the Physically Handicapped," 41 CF.R. Part 101 -19; 7. Equal Employment Opportunity Commission (EEOC) "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630; 8. Federal Communications Commission regulations, "Telecommunications Relay Services and Related Customer Premises Equipment for the Hearing and Speech Disabled," 47 C.F.R Part 64, Subpart F 9_ FTA regulations, "Transportation for Elderly/Handicapped Persons," 49 CYK Part 609 10. Any implementing requirements FTA may issue. SECTION 17. ENVIRONMENTAL AND RESOURCE CONSERVATION REQUIREMENTS. The Grantee recognizes that many Federal and State statutes imposing environmental, resource conservation, and energy requirements may apply to the Project~ Some, but not all, of the major federal laws 11 r that may affect the project include: the National Environmental Policy Act of 119969, 4 attered sections of 29 § § 4321 et_ se . , the Clean Air Act, as amended, 42 U.S.C. § § A s sc U.S.C.; the Clean Water Act, as amended, scattered sections of 33 U.S.C. and 12 U.S.C., the Resource Conservation and Recovery Act, as amended, 42 U.S.C. § § 6901 et seq .; and the Comprehensive Environmental Response, Compensation, and Liability Act, as amended, 42 U.S.C. § § 6901 et seg . The Grantee also recognizes that the Environmental Protection Agency (EPA), the Federal Highway Administration (FHWA) and other agencies of the Federal Government have issued and are expected in the future to issue requirements in the form of regulations, guidelines, standards; orders, or other directives that may effect the Project. Accordingly, the Grantee agrees to adhere to, and impose on its subrecipients, any such Federal requirements, as the Government may now or in the future promulgate. Listed below are requirements of particular concern to the FTA. The Grantee expressly understands that this list does not constitute the Grantee's entire obligation to meet Federal requirements. A AK Quft The Grantee agrees to comply with applicable requirements for EPA regulations, "Conformity to State or Federal Implementation Plans of Transportation Plans, Programs, and Projects Developed, Funded or Approved Under Title 23 U.S.C. or the Federal Transit Act, "40 C.F.R, Part 51, Subpart T, and "Determining Conformity of Federal Actions to State or Federal Implementation Plans," 40 C.F.R. Part 93. To support the requisite air quality conformity finding for the Project, the Grantee agrees to implement each air quality mitigation and control measure incorporated in the Project. The Grantee agrees that any project identified in an applicable State Implementation Plan (SIP) as a Transportation Control Measure, will be wholly consistent with the description of the design concept and scope of the Project set forth in the SIP. EPA also imposes requirements pertaining to the Clean Air, as amended, that may apply to transit operators, particularly operators of large transit bus fleets. Thus, the Grantee should be aware that the following EPA regulations, among others, may apply to its project: "Control of Air Pollution From Motor Vehicles and Motor Vehicle Engines," C.F.R. Part 85; "Control of Air Pollution From New and In Use Motor Vehicles and New and In -Use Motor Vehicle Engines: Certification and Test Procedures," 40 CF.R. Part 86; and "Fuel Economy of Motor Vehicles," 40 CF.R. Part 600. B. Energy Conservation The Grantee and its third party contractors shall comply with mandatory Standards and policies relating to energy efficiency that are contained in applicable State energy conservation plans issued in compliance with the Energy Policy and Conservation Act 42 U.S.C. § § 6321 et seq. SECTION 18. PRIVACY To the extent that the Grantee, its third party contractors or their employees administer any system of records on behalf of the Federal Government, the Grantee agrees to comply with, and assures the compliance of each affected third party contractor, with the information restrictions and other applicable requirements of the Privacy Act of 1974, 5 U.S.C. 442 (the Privacy Act). Specifically: A. Consent of Federal Government The Grantee agrees to obtain the express consent of the Federal Government before it or its third party contractors, or any of their employees, operates a system of records on behalf of the Federal Government B. Acknowledgment of Civil and Criminal Penalties The Grantee acknowledges that the requirements of the Privacy Act, including the civil and criminal penalties for violations of the Privacy Act apply to those individuals administering a system of records for the Federal government under this Project, and that failure to comply with the privacy. Act may result in termination of this Agreement. SECTION 19. SUBSTANCE ABUSE. A. se . The Grantee, if a recipient of funds from Section 53 11, agrees to comply with U.S. DOT Thin Abu regulations, "Drug -Free Workplace Requirements (Grants)," 49 C.F.R. Part 29, Subpart F. To the extent the Grantee or any third party contractor, or their' employees, perform a safety sensitive function under the project, the Grantee agrees to comply with, and assures the compliance of each affected third party contractor and their employees, with 49 U.S.C. § § 5331, and FTA regulations, "Prevention of Prohibited Drug Use in Transit Operations," 49 CFR Part 653. 12 B. Alcohol Abuse The Grantee, if a recipient of funds from Section 5311, agrees to comply with US. DOT regulations, "Drug -Free Workplace Requirements (Grants), 49 C.F.R. Part 29, Subpart F. To the extent the Grantee or any third party contractor, or their employees, perform a safety sensitive function under the Project, the Grantee agrees to comply with, and assures the compliance of each affected third party contractor and their employees, with 49 U.S.C. § § 5331, and FTA regulations, "Prevention of Alcohol Misuse in Transit Operations," 49 CFR Part 654. SECnON 20. SEVERABILM ff any provision of this Agreement is held invalid, the remainder of this Agreement shall not be affected thereby if such remainder would then continue to conform to the terms and requirements of applicable law. SECTION 21. SCHOOL BUS OPERATIONS. Pursuant to 49 U.S.C. 5323(f) and 49 CFR Part ely grantees and their subrecipients of FTA assistance may not engage in school bus operations exclusively for the transportation of student and school personnel in competition with private school bus operators unless qualified under specified exemptions. When operating exclusive school bus service under an allowable exemption, grantees and their subrecipients may not use federally funded equipment, vehicles or facilities. SECTION 22. LABOR PROTECTION. The Grantee, if a recipient of funds from Section 5311, agrees to comply with the terms and conditions of the Section 13(c) special warranty for the Section 5311 program agreed to by the Secretaries of Transportation and Labor dated May 31, 1979, and the procedures implemented by the Department of Labor or any revision thereto. SECTION 23. CHARTER SERVICE OPERATIONS the grantee agrees to comply with 49 U.S.C. 5323(d) and 49 CFR Part 604, which provides that grantees and their subrecipients of FTA assistance are prohibited from providing charter service using federally funded equipment or facilities if there is at least one private charter operator willing and able to provide the service, except under one of the exceptions at 49 CFR 604.9 Any charter service provided under one of the exceptions must be "incidental," ie. it must not interfere with or detract from the provisions of mass transportation. increase or decrease the SECTION 24 CHANGE ORDER PROVISIONS. The State may prospectively amount payable under this Agreement through a "Change Order Letter", approved by the State Controller or his designee, in the form attached hereto as Exhibit D, subject to the following conditions: A. The Change Order Letter ( "Letter") shall include the following: (1) Identification of contract by contract number and affected paragraph number(s); (2) Types of services or programs increased or decreased and the new level of each service; (3) Amount of the increase or decrease in the level of funding for each service and the total; (4) Intended effective date of the funding change; (5) A provision stating that the Change shall not be valid until approved by the State Controller or such assistant as he may designate; B. Upon proper execution and approval, such letter shall become an amendment to this Agreement and, except for the General and Special Provisions of the Agreement, the Letter shall supersede used Agreement in the event of a conflict between the two. It is understood and agreed that the Letter increased or decreased funding, and corresponding adjustments to service level and any budget line items. C. If the Grantee agrees to and accepts the change, the Grantee shall execute and retum the letter to the State by the date indicated in the letter. In the event the Grantee does not accept the change, or fails to timely return the executed letter, the State may, upon notice to Grantee, terminate this Agreement effective at any time after twenty (20) days following the return deadline specified in the Letter. Such notice shall specify the effective date of termination. In the event of termination, the parties shall not be relieved of their obligations up to the effective date of termination. D. Increases or decreases in the level of contractual funding made through the letter process during the term of this Agreement may be made under the following circumstances: (1) If necessary to fully utilize non- appropriated. federal grant awards. (2) Adjustments to reflect current year expenditures. 13 (3) Supplemental non - appropriated federal finding changes resulting in an increase or decrease in the amounts originally budgeted and available for the purposes of this project. (4) Closure of programs and/or termination of related contracts. (5) Delay or difficulty in implementing new programs or Services. (6) Other special circumstances as deemed appropriate by the State. SECTION 25. OPTION PROVISIONS A Continued performance The State may require the continued performance, for a period of no more than one year, of any services within the limits and in the amounts specified in the Agreement_ The State may exercise the option by written notice to the Grantee deposited in the mail before the end of the performance period of the Agreement using a form substantially equivalent to Exhibit E, "Sample Option Form Letter". The State shall give the Grantee 30 days preliminary written notice of its intent to execute the option. Preliminary notice does not commit the State to an extension. If the State exercises this option, the extended Agreement shall be considered to include this option provision. The total duration of this Agreement, including the exercise of any options under this clause shall not exceed three (3) years. Financial obligations Of the State of Colorado payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available. B. Increased Performance The State may require increased performance at the same rate and under the same conditions as described in the Agreement, and following the same provisions as set forth above in (A) . SECTION 26. MSCELLANEOUS A The Special Provisions attached hereto are hereby made a part of this Agreement. B. The Grantee agrees to take appropriate measures necessary to ensure compliance by all third party contractors and other entities participating in the project with those Federal requirements applicable to their performance in the project. To that end, the Grantee shall include in all third party subcontracts entered into pursuant to this Agreement the above Sections which are so indicated therein, using a format suggested by the State. The Grantee shall notify the State of all third party contracts using Project fiords. In addition, the Grantee shall include the following provisions in any advertisement or invitation to bid for any procurement under this Agreement: Statement of Financial Assistance This contract is subject to a financial assistance agreement between the State of Colorado, the U.S. Department of Transportation, and the Federal Transit Administration C. The Grantee warrants that it has the lawful authority to enter into this Agreement, and that it has taken all actions and complied with all procedures necessary to execute the authority lawfully in entering this Agreement, and that the undersigned signatory for the Grantee has been lawfully delegated the authority to sign this Agreement on behalf of the Grantee. D. Remedies for Grantee's faih= to comply with any federal or state laws or regulations specified herein shall be limited to the remedies specified in such laws and regulations together with the remedies stated in this Agreement. E. This agreement is intended solely to fund the Project proposed by Grantee and to define the rights and responsibilities between the parties with respect to such funding. This Agreement is not intended to create any third party rights nor are third parties entitled to rely upon any provision. F. This Agreement is subject to and contingent upon sufficient fiords being appropriated, budgeted or otherwise made available to Grantee for purposes of meeting a ll or any portion of Grantee's obligations hereunder. G. Pursuant to CRS 24-30 -202.4 (as amended), the state controller may withhold debts owed to state agencies under the vendor offset intercept system for: (a) unpaid child support debt or child support 14 C arrearages; (b) unpaid balance of tax, accrued interest, or other charges specified m Article 22, Title 34, CRS; (c) unpaid loans due to the student loan division of the department of higher education; (d) owed amounts required to be paid to the unemployment compensations fiord; and (e) other unpaid debts owing to the state or any agency thereof, the amount of which is found to be owing as a result of final agency determination or reduced to judgement as certified by the controller. 12/18/00 updated PL 15 in the event of the cautractoes noo- compliance with the non4iscri . cl== of this contract or with any of such nilm regulations, or onkm this ==d may be caac K terminated or suspended in whole or in part and the contractor may be declared ineligible for huge State contends in macdance '�, procedures, satho =d is Executive Order, Equal Oppattmby and Affirmative Action of April 16,1975 and the ruIM repkdoas, or orders p==%&W s- Ac4s tcotgn tec,Lscdo6M►19 Pase 1 of Z page Required by State Fiscal Rules EXHIBIT A SCOPE OF WORK AND CONDITIONS EAGLE COUNTY REGIONAL TRANSPORTATION AUTHORITY A. Standards of Performance 1. The Grantee will provide a minimum of 750,000 one -way passenger trip per year, at a maximum operating and administrative cost of $5.60 per trip and a minimum rate of 1.07 one -way trip per vehicle mile. Standards of performance will be measured, reported and averaged at least quarterly. Measurement of these standards will commence with the presentation of the Grantee's first monthly report and request for reimbursement 2. Performance will be reviewed quarterly. The State will begin its review no later than 30 calendar days after each performance quarter. If the State's review determines that the Grantee's performance does not meet the standards of performance set forth in paragraph A (1) above, the following steps will be taken: a. The State will notify the Grantee in writing that performance does not meet the requirements of this Agreement. b. Thirty (30) calendar days after date of such notification, the Grantee will submit to the State a written explanation of the cause(s) of the substandard performance, which shall include a written plan for improving performance. c. The State will review the plan for improvement and notify the Grantee of its approval within 21 days. d. If the plan is approved by the Department, the Grantee will implement the plan immediately upon receipt of the State's notification. If the plan is not approved by the Department remedial measures will be determined on a case by case basis. Such remedial measures may include termination of this Agreement and return of the grant funds or capital equipment purchased with such funds, in accordance with the terms of Section B. B. Proiect Budget 1. The net Project cost is estimated to be and shall be shared as follows: Administrative-Cost Operating Deficit GBL (MN 50) M( P 5 0) Federal Share (70 %) $ 25,300 (50 %) $24,000 Local Share (30 %) 10,843 (50 %) 24,000 TOTAL $ 36,143 $48,000 2. The Project Cost shall not exceed the maximum allowable cost of $84 The State will pay no more than 70% of only the eligible, actual administrative costs up to the maximum federal amount of 2$ 5,300 no more than 50% of only the eligible, actual operating costs up to the maximum federal amount of $24,000. The Grantee shall be solely responsible for all costs incurred in the Project in excess of the amount paid by the State from federal funds for the federal share of eligible, actual costs. In the event the final, actual Project cost is less than the maximum allowable cost of $84 the State is not obligated to provide any more than 70% of the eligible, actual administrative nor any more than 50% of the eligible, actual operating costs and shall retain the remaining balance of the federal share. 3. Up to one half of the Grantee's share for administrative, and operating expenses may be provided from unrestricted federal funds. At least one half must be from sources other than federal funds. The Grantee's Share, together with the Federal share, shall C s ) be in an amount sufficient to assure payment of the net Project cost. The State shall have no obligation to provide State funds for use on this Project. The State will administer federal funds for this Project under the terms of this Agreement, provided that the federal share of FTA funds to be administered by the State are made available and remain available. In no event shall the State have any obligation to provide State funds or provide federal FTA funds for the Grantee's share of the Project. The Grantee shall initiate and prosecute to completion all actions necessary to enable the Grantee to provide its share of the Project costs at or prior to the time that such funds are needed to meet Project costs. 4. No refund or reduction of the amount of the Grantee's Share to be provided will be allowed unless there is at the same time a refund or reduction of the federal share of a proportionate amount. 5. Federal funds shall not be used to reimburse the Grantee for expenses not incurred in cash by the Grantee (e.g., donated or in -kind goods and services), though such expenses may be used as the Grantee's share. No more than 30 percent of Project administrative expenses nor more than 50 percent of Project operating expenses may be attributed to non -cash, donated, or in -kind expenses. C. Reimbursement eligibility Requests for reimbursement for project costs will be paid to the Grantee upon presentation of invoice(s) to the State for eligible costs incurred through December 31, 2001 and within the limits of Section 3 of this Agreement. The Grantee may request reimbursements no more than monthly, and will be reimbursed based on the ratio of Federal Share and Local Share set forth in Project Budget above. However, if the Grantee is designated by the State as a "High Risk Grantee," as set forth in its State Management Plan, the State reserves the right to limit its reimbursement to the Grantee in any given month to 10% of the total grant award in order to ensure that Project services could be provided throughout the year in the event the Grantee encounters financial stability. The final invoice shall be submitted no later than sixty (60) days after the above date. D. Contract expiration The Agreement shall expire when the capital equipment no longer has a federal interest, as determined by the State. If no capital equipment is obtained, the contract shall expire upon final reimbursement by the State, within the limits of section C. above. E. Project Description The Grantee shall perform all the Project activities generally described in the application update for funding submitted to the State on October 30, 2000 and as specifically described below. That application is incorporated herein by reference to the extent consistent with this Agreement. The Grantee will operate a fixed route transit system for the residents and visitors in the application for funding submitted to the State on of Eagle County. In addition, transit service will be provided to residents of Leadville (Lake County). Effective April 25, 2001, ECO will begin the "phase in" providing service. in-house. For the past three years, service has been provided under contract with Avon /Beaver Creek Transit Co. In April, three routes will be operated by ECO with Avon /Beaver Creek Transit operating the remainder of the routes. In November 2001, ECO will operate the remainder of the service. This service shall be available to the general public. Fares will be charged. The fare structure is as follows: Base fare $2.00 (1 -70, Highway 6, Mintum) Express Fare $3.00 (Leadville & Dotsero) Monthly Pass $30.00 EldedyNouth (Students) Ride free Service will be have an in season schedule and off season schedule. Dotsero to Vail will have the same hours for both seasons 6 -7am and 5-6pm. Leadville hours will be the same for both seasons 5 -7am and 4-6pm daily. Beaver Creek and Edwards to Vail will operate in season are 5am -1 am and off season 5am -11 pm. The Grantee will advertise its rural service as available to the general public. Service will not be explicitly limited by trip purpose or client type. The Grantee will provide comparable transportation services to persons with disabilities as required by the Americans With Disabilities Act. The Grantee will comply with the Federal Transit Administration Drug and Alcohol Regulations. Any costs incurred by the Grantee for which the Grantee receives reimbursement from other FTA funds (i.e., Section 5310, RTAP) may not be listed as a cost to be shared by FTA on the monthly reimbursement request. A 1 0 1 EXHIBIT B SECTION 5311 Page 1 GUIDANCE FOR AUDIT OF GRANTEE COMPLIANCE WITH FTA REQUIREMENTS Federal Domestic Assistance Catalog No. 20.509 PROGRAM OBJECTIVES Grants made under the Section 5311 program are available through States to provide capital operating and administrative assistance to public transportation systems in non - urbanized areas. II. PROGRAM PROCEDURES Annual formula apportionments are made to States who apply for funds on behalf of local recipients and administer the program. The Colorado Department of Transportation is the state agency designated by the Governor to supply for and administer the fiords. The Department, the recipient, awards funds to subrecipients, hereinafter referred to as Grantees, on a competitive basis. III COMPLIANCE REQUIREMENTS AND SPECIAL AUDIT PROC EDURES A. Matching Requirements 1. Compliance Requirements: The minimum local matching requirements for operating assistance (costs directly associated with operations) is 50 percent of the net operating deficit. The operating deficit is determined by subtracting operating revenue from total operating expenses. Operating revenue includes rider fares and donations, and advertising revenue (e.g., "rolling billboards "). No capital equipment purchases can be charged to operating costs. The minimum local match for capital equipment purchases is 20 percent and must be in cash. The equipment purchase (s) must be consistent with the equipment specified in the Agreement's Scope of Work and Conditions (Exhibit A). Capital equipment is defined as any item costing over $500 with a useful life of over one year. The minimum local match for administrative expenses is 30 percent In general, administrative costs include th salaries of administrators and fiscal personnel, advertising, and overhead No capital equipment purchases can be charged to administrative costs. The local match for operating and administrative assistance can be in the form of documented in -kind contributions. All local match must be expended for the Project, as described in Exhibit A- Local match cannot be used to match other programs. Up to 50 percent of the local match can be derived from unrestricted federal sources. Suggested Audit Procedures: a. Examine the Scope of work and Conditions (Exhibit A). b. Ascertain the total Project cost. c. Determine whether local matching funds were applied to the uses for which they were committed. Exhibit B Page 2. d. Verify that payment of federal funds is accompanied by the appropriate share of local matching funds, that in -kind contributions are documented, that matching funds are not used to match other programs, and that federal funds used as match do not exceed the 50 percent threshold, and that no capital equipment purchases were charged as administrative or operating expenses B. Allowable Costs 1. Compliance Requirements: Expenditures made by the Grantee and charged to the Project must meet th requirements set forth in Section 7 of this Agreement In general, costs which are not allowable include entertainment, depreciation, interest, fines and penalties, fund raising expenses, and costs related to providing services in urbanized areas (areas with a population over 50,000, which include the metropolitan areas of Boulder, Colorado Springs, Denver, Fort Collins, Grand Junction, Greeley, Longmont and Pueblo.) The Grantee shall determine the costs of serving urbanized areas based on that percentage of passenger trips provided in urbanized areas as compared to those provided in nonurbanized areas. Grantees serving resort areas and providing seasonal levels of service may only be reimbursed at that level of service provided year round, based on the average of the low quarter's, monthly service hours applied to annual costs. Grantees submit monthly (or quarterly) reimbursement requests to the State. On that report Grantees indicate total transportation costs, which may include costs not related to the Project The "Amount to be shared by FTA" columns represent the Project costs and may not include non- allowable costs. No more than 30 percent of the Project administrative expenses nor more than 50 percent of the Project operating expenses may be attributed to non -cash, in kind expenses. 2. Suggested Audit Procedures: a. Review Section 7 of this Agreement. b. Review at least three reimbursement requests submitted by the Grantee to the State. Ascertain whether the Grantee included any non - allowable costs in the "Amount to be shared by FICA!' columns. c. Ascertain whether the Grantee has sufficient controls and procedures in place to ensure non - allowable costs are not charged to the Project. C. Accounting Records Grantees are expected to maintain accounting records in accordance with Section 5 of this Agreement Suggested Audit Procedures: a. Review Section 5 of this Agreement. b. Ascertain whether the Grantee's procedures and records are in compliance. EXHIBIT D (� CHANGE ORDER LETTER Date: State Fiscal Year 2000- Change Order Letter No. In accordance with Paragraph C, Exhibit A of contract routing number , between the State of Colorado Department of Transportation and covering the period of . The undersigned agreed that the maximum amount payable by the State for eligible service in Paragraph is (increase /decrease) by ($ amount of change) to a new total of The first sentence in Paragraph is hereby modified accordingly. The services affected by this (increase /decreased) are modified as follows: The Budget is revised accordingly, as set forth in the Revised Budget, Attachment , attached hereto and incorporated herein by reference. This amendment to the Agreement is intended to be effective as of , but in no event shall it be deemed valid until it shall have been approved by the State Controller or such assistant as he may designate. Please sign, date, and return all copies of this letter on or before 20 Contractor Name: State of Colorado: Bill Owens, Governor By: Name Title APPROVALS: By: For CDOT By: For the Executive Director Colorado Department of Transportation FOR THE STATE CONTROLLER Arthur L. Barnhart By: State Controller or Designee C Exhibit E SAMPLE OPTION FORM LETTER Date: TO: [Contractor] [Address] SUBJ: Option Exercise Letter In accordance with Section 25 of Agreement # , between the State of Colorado Department of Transportation and [Contractorl covering the period of through the State hereby exercises the option for-[an additional performance period of months] at a [continuedrincreased] performance level [of The maximum amount payable by the State in Section is (increased /decreased by ($ amount of change to a new total of ( $ ). Section is hereby modified accordingly. State of Colorado: Bill Owens, Governor For the Executive Director Colorado Department of Transportation Title APPROVALS: FOR THE STATE CONTROLLER Arthur L. Barnhart By: By: For CDOT State Controller or Designee c IN WITNESS WHEREOF, the parties hereto have executed this agreement the day and year first above written. ATTEST: STATE OF COLORADO BILL OWENS, GOVERNOR By: Chief Clerk Jennifer Finch Division Director Division of Transportation Development APPROVED: KEN SALAZAR ARTHUR L. BARNHART Attorney General State Controller By: By: Waiver on File James Martin Assistant Attorney General Natural Resources Section ATTEST: FOR THE GRANTEE By: _ Name: By: _ Name: Title: ___ Title: