HomeMy WebLinkAbout2026-11 A Resolution Approving a State of Colorado Subaward Agreement between the TOV and CDOT to Receive Funding for Capital. Planning and Operating Assistance to Support Public TransportationRESOLUTION NO. 11
Series of 2026
A RESOLUTION APPROVING A STATE OF COLORADO SUBAWARD
AGREEMENT BETWEEN THE TOWN OF VAIL AND THE COLORADO
DEPARTMENT OF TRANSPORTATION TO RECEIVE FUNDING FOR CAPITAL,
PLANNING, AND OPERATING ASSISTANCE TO SUPPORT PUBLIC
TRANSPORTATION
WHEREAS, the Town and the Colorado Department of Transportation wish to
enter into an agreement for the purpose of providing grant funding for capital, planning,
and operating assistance to support public transportation, pursuant to the terms set
forth in Exhibit A, attached hereto and incorporated herein by this reference (the
"IGA").
NOW THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE
TOWN OF VAIL, COLORADO THAT:
Section 1. The Town Council hereby approves the IGA in substantially the
same form as attached hereto as Exhibit A, and in a form approved by the Town
Attorney, and authorizes the Town Manager to execute the IGA on behalf of the
Town.
Section 2. This Resolution shall take effect immediately upon its passage.
INTRODUCED, PASSED AND ADOPTED at a regular meeting of the Town
Council of the Town of Vail held this 7th day of April 2026.
_________________________
Barry Davis, Mayor
ATTEST:
Stephanie Kauffman, Town Clerk
Contract Number: 26-HTR-ZL-00158 / PO: 491004157
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STATE OF COLORADO SUBAWARD AGREEMENT
COVER PAGE
State Agency
Department of Transportation
Agreement Number / PO Number
26-HTR-ZL-00158 / 491004157
Subrecipient
Town of Vail
Agreement Performance Beginning Date
Effective Date or January 1, 2026, whichever is earlier
Initial Agreement Expiration Date
December 31, 2026 Subaward Agreement Amount
Federal Funds-Operating
Maximum Amount (50%)
Local Funds-Operating
Local Match Amount (50%)
Agreement Total
$250,534.00
$250,534.00
$501,068.00
Fund Expenditure End Date
December 31, 2026
Agreement Authority
Authority to enter into this Agreement exists in CRS
§§43-1-106, 43-1-110, 43-1-117.5, 43-1-701, 43-1-702
and 43-2-101(4)(c), appropriated and otherwise made
available pursuant to the FAST ACT, MAP-21,
SAFETEA_LU, 23 USC §104, 23 USC §149, 49 USC
§5307(a)(2) and (3).
Agreement Purpose
In accordance with 49 USC §5311, the purpose of this Agreement is to provide capital, planning, and
operating assistance to states to support 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.
Exhibits and Order of Precedence
The following Exhibits and attachments are included with this Agreement:
1. Exhibit A Statement of Work and Budget.
2. Exhibit B Sample Option Letter.
3. Exhibit C Federal Provisions.
4. Exhibit D Required Federal Contract/Agreement Clauses.
5. Exhibit E Verification of Payment.
In the event of a conflict or inconsistency between this Agreement and any Exhibit or attachment, such
conflict or inconsistency shall be resolved by reference to the documents in the following order of
priority:
1. Exhibit C Federal Provisions.
2. Exhibit D Required Federal Contract/Agreement Clauses.
3. Colorado Special Provisions in §17 of the main body of this Agreement.
4. The provisions of the other sections of the main body of this Agreement.
5. Exhibit A Statement of Work and Budget.
6. Executed Option Letters (if any).
Principal Representatives
For the State:
Erin Kelican
Division of Transit and Rail
Colorado Dept. of Transportation
2829 W. Howard Place
Denver, CO 80204
erin.kelican@state.co.us
For Subrecipient:
Chris Southwick
Town of Vail
75 South Frontage Road
Vail, CO 81657-5096
csouthwick@vail.gov
Contract Number: 26-HTR-ZL-00158 / PO: 491004157
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SIGNATURE PAGE
THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT
Each person signing this Agreement represents and warrants that the signer is duly authorized to
execute this Agreement and to bind the Party authorizing such signature.
SUBRECIPIENT
Town of Vail
By: ___________________________
Name: ________________________
Title: _________________________
Date: _________________________
STATE OF COLORADO
Jared S. Polis, Governor
Department of Transportation
Shoshana M. Lew, Executive Director
By: ___________________________
Name: ________________________
Title: _________________________
Date: _________________________
Second Subrecipient Signature, If Needed
Town of Vail
By: ___________________________
Name: ________________________
Title: _________________________
Date: _________________________
In accordance with §24-30-202, C.R.S., this Agreement is not valid until signed and dated below
by the State Controller or an authorized delegate.
STATE CONTROLLER
Robert Jaros, CPA, MBA, JD
___________________________________________
By: Department of Transportation
Effective Date:_____________________
Contract Number: 26-HTR-ZL-00158 / PO: 491004157
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1. PARTIES
This Agreement is entered into by and between Subrecipient named on the Cover Page for this
to the terms and conditions in this Agreement.
2. TERM AND EFFECTIVE DATE
A. Effective Date
This Agreement shall not be valid or enforceable until the Effective Date, and the Grant Funds
shall be expended by the Fund Expenditure End Date shown on the Cover Page for this
Agreement. The State shall not be bound by any provision of this Agreement before the Effective
Date, and shall have no obligation to pay Subrecipient for any Work performed or expense
incurred before the Effective Date, except as described in §5.D, or after the Fund Expenditure
End Date.
B. Initial Term
Performance Beginning Date shown on the Cover Page for this Agreement and shall terminate on
the Initial Agreement Expiration Date shown on the Cover Page for this Ag
Agreement.
C. Extension Terms -
The State, at its discretion, shall have the option to extend the performance under this
Agreement beyond the Initial Term for a period, or for successive periods, of one year or less at
the same rates and under the same terms specified in this Agreement (each such period an
Subrecipient in a form substantially equivalent to the Sample Option Letter attached to this
Agreement.
D. End of Term Extension
If this Agreement approaches the end of its Initial Term, or any Extension Term then in place,
the State, at its discretion, upon written notice to Subrecipient in a form substantially equivalent
to the Sample Option Letter attached to this Agreement, may unilaterally extend such Initial
regardless of whether additional Extension Terms are available or not. The provisions of this
Agreement in effect when such notice is given shall remain in effect during the End of Term
Extension. The End of Term Extension shall automatically terminate upon execution of a
replacement Agreement or modification extending the total term of this Agreement.
E. Early Termination in the Public Interest
The State is entering into this Agreement to serve the public interest of the State of Colorado as
determined by its Governor, General Assembly, or Courts. If this Agreement ceases to further
the public interest of the State, the State, in its discretion, may terminate this Agreement in
whole or in part. A determination that this Agreement should be terminated in the public interest
shall not be equivalent to a State right to terminate for convenience. This subsection shall not
apply to a termination of this Agreement by the State for Breach of Agreement by Subrecipient,
which shall be governed by §12.A.i.
i. Method and Content
The State shall notify Subrecipient of such termination in accordance with §14 . The notice
shall specify the effective date of the termination and whether it affects all or a portion of
this Agreement, and shall include, to the extent practicable, the public interest justification
for the termination.
ii. Obligations and Rights
Upon receipt of a termination notice for termination in the public interest, Subrecipient shall
be subject to the rights and obligations set forth in §12.A.i.a.
Contract Number: 26-HTR-ZL-00158 / PO: 491004157
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iii. Payments
If the State terminates this Agreement in the public interest, the State shall pay Subrecipient
an amount equal to the percentage of the total reimbursement payable under this Agreement
that corresponds to the percentage of Work satisfactorily completed and accepted, as
determined by the State, less payments previously made. Additionally, if this Agreement is
less than 60% completed, as determined by the State, the State may reimburse Subrecipient
for a portion of actual out-of-pocket expenses, not otherwise reimbursed under this
Agreement, incurred by Subrecipient which are directly attributable to the uncompleted
shall not exceed the Subaward Maximum Amount payable to Subrecipient hereunder.
F.
Subrecipient may request termination of this Agreement by sending notice to the State, or to the
Federal Awarding Agency with a copy to the State, which includes the reasons for the termination
and the effective date of the termination. If this Agreement is terminated in this manner, then
Subrecipient shall return any advanced payments made for work that will not be performed prior
to the effective date of the termination.
3. DEFINITIONS
The following terms shall be construed and interpreted as follows:
A. Agreement
incorporated by reference, all referenced statutes, rules and cited authorities, and any future
modifications thereto.
B. Award
Award. The terms and conditions of the Federal Award flow down to the Award unless the terms
and conditions of the Federal Award specifically indicate otherwise.
C. Breach of Agreement means the failure of a Party to perform any of its obligations in
accordance with this Agreement, in whole or in part or in a timely or satisfactory manner. The
institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or
against Subrecipient, or the appointment of a receiver or similar officer for Subrecipient or any
of its property, which is not vacated or fully stayed within 30 days after the institution of such
proceeding, shall also constitute a breach. If Subrecipient is debarred or suspended under §24-
109-105, C.R.S., at any time during the term of this Agreement, then such debarment or
suspension shall constitute a breach.
D. Budget
E. Business Day -
11-101(1), C.R.S.
F. CORA -72-200.1, et. seq., C.R.S.
G. Deliverable
intended to be delivered by Subrecipient.
H. Effective Date
State Controller or designee, as shown on the Signature Page for this Agreement.
I. End of Term Extension §2.D.
J. Exhibits
Cover Page for this Agreement.
K. Extension Term §2.C.
L. Federal Award -reimbursement
contract, under the Federal Acquisition Regulations or by a formula or block grant, by a Federal
h the
terms and conditions of the Federal Award. The term does not include payments to a Subrecipient
or payments to an individual that is a beneficiary of a Federal program.
M. Federal Awarding Agency
Federal Transit Administration (FTA) is the Federal Awarding Agency for the Federal Award which
is the subject of this Agreement.
Contract Number: 26-HTR-ZL-00158 / PO: 491004157
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N. FTA
O. Goods
forth in this Agreement and shall include any movable material acquired, produced, or delivered
by Subrecipient in connection with the Services.
P. Grant Funds
otherwise made available for payment by the State under this Agreement.
Q. Incident
threat of the unauthorized access, loss, disclosure, modification, disruption, or destruction of
any communications or information resources of the State, which are included as part of the
Work, as described in §§24-37.5-401, et. seq., C.R.S. Incidents include, without limitation (i)
successful attempts to gain unauthorized access to a State system or State Records regardless of
where such information is located; (ii) unwanted disruption or denial of service; (iii) the
unauthorized use of a State system for the processing or storage of data; or (iv) changes to State
instruction, or consent.
R. Initial Term §2.B.
S. Master Agreement
project
supported with federal assistance awarded by FTA.
T. Matching Funds
match required to receive the Grant Funds and includes in-kind contribution.
U. Party
V. PII
maintained by the State about an individual that can be used to distinguish or trace an
maiden name, or biometric records. PII includes, but is not limited to, all information defined as
personally identifiable information in §§24-72-501 and 24-73-101, C.R.S.
W. Recipient
for the purposes of this Federal Award.
X. Services
and shall include any services to be rendered by Subrecipient in connection with the Goods.
Y. State Confidential Information
under CORA. State Confidential Information shall include but is not limited to PII and State
personnel records not subject to disclosure under CORA. State Confidential Information shall not
include information or data concerning individuals that is not deemed confidential but
nevertheless belongs to the State, which has been communicated, furnished, or disclosed by the
State to Subrecipient which (i) is subject to disclosure pursuant to CORA; (ii) is already known to
Subrecipient without restrictions at the time of its disclosure to Subrecipient; (iii) is or
subsequently becomes publicly available without breach of any obligation owed by Subrecipient
to the State; (iv) is disclosed to Subrecipient, without confidentiality obligations, by a third party
who has the right to disclose such information; or (v) was independently developed without
reliance on any State Confidential Information.
Z. State Fiscal Rules
pursuant to §24-30-202(13)(a), C.R.S.
AA. State Fiscal Year -month period beginning on July 1 of each calendar year and
ending on June 30 of the following calendar year. If a single calendar year follows the term, then
it means the State Fiscal Year ending in that calendar year.
BB. State Records
form.
CC. Subaward Maximum Amount
Agreement.
DD. Subcontractor
-recipients of Grant Funds.
Contract Number: 26-HTR-ZL-00158 / PO: 491004157
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EE. Subrecipient -Federal entity that receives a sub-award from a Recipient to carry
out part of a Federal program but does not include an individual that is a beneficiary of such
program. A Subrecipient may also be a recipient of other Federal Awards directly from a Federal
Awarding Agency. For the purposes of this Agreement, Contractor is a Subrecipient.
FF. Uniform Guidance
Requirements, Cost Principles, and Audit Requirements for Federal Awards, 2 CFR Part 200,
-
21, A-87, A-110, A-122, A-89, A-102, and A-133, and the guidance in Circular A-50 on Single Audit
Act follow-up.
GG. Work
HH. Work Product
unfinished, including drafts. Work Product includes, but is not limited to, documents, text,
software (including source code), research, reports, proposals, specifications, plans, notes,
studies, data, images, photographs, negatives, pictures, drawings, designs, models, surveys,
maps, materials, ideas, concepts, know-how, information, and any other results of the Work.
hat was developed prior to the Effective Date
that is used, without modification, in the performance of the Work.
Any other term used in this Agreement that is defined elsewhere in this Agreement or in an Exhibit
shall be construed and interpreted as defined in that section.
4. STATEMENT OF WORK AND BUDGET
Subrecipient shall complete the Work as described in this Agreement and in accordance with the
provisions of Exhibit A. The State shall have no liability to compensate Subrecipient for the delivery
of any goods or the performance of any services that are not specifically set forth in this Agreement.
5. PAYMENTS TO SUBRECIPIENT
A. Subaward Maximum Amount
Payments to Subrecipient are limited to the unpaid, obligated balance of the Grant Funds. The
State shall not pay Subrecipient any amount under this Agreement that exceeds the Subaward
nds Maximum
B. Payment Procedures
i. Invoices and Payment
a. The State shall pay Subrecipient in the amounts and in accordance with the schedule and
other conditions set forth in Exhibit A.
b. Subrecipient shall initiate payment requests by invoice to the State, in a form and
manner approved by the State.
c.
invoice, so long as the amount invoiced correctly represents Work completed by
Subrecipient and previously accepted by the State during the term that the invoice
covers. If the State determines that the amount of any invoice is not correct, then
Subrecipient shall make all changes necessary to correct that invoice.
d. The acceptance of an invoice shall not constitute acceptance of any Work performed or
Deliverables provided under this Agreement.
ii. Interest
bear interest on the unpaid balance beginning on the 45th day at the rate of 1% per month,
as required by §24-30-202(24)(a), C.R.S., until paid in full; provided, however, that interest
shall not accrue on unpaid amounts that the State disputes in writing. Subrecipient shall
invoice the State separately for accrued interest on delinquent amounts, and the invoice
shall reference the delinquent payment, the number of d
interest rate.
iii. Payment Disputes
If Subrecipient disputes any calculation, determination or amount of any payment,
Subrecipient shall notify the State in writing of its dispute within 30 days following the earlier
Contract Number: 26-HTR-ZL-00158 / PO: 491004157
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calculation of the payment by the State. The State will review the information presented by
Subrecipient and may make changes to its determination based on this review. The
be subject to additional dispute under this subsection. No payment subject to a dispute under
this subsection shall be due until after the State has concluded its review, and the State shall
not pay any interest on any amount during the period it is subject to dispute under this
subsection.
iv. Available Funds-Contingency-Termination
The State is prohibited by law from making commitments beyond the term of the current
State Fiscal Year. Payment to Subrecipient beyond the current State Fiscal Year is contingent
on the appropriation and continuing availability of Grant Funds in any subsequent year (as
provided in the Colorado Special Provisions). If federal funds or funds from any other non-
Subrecipient shall be contingent upon such non-State funding continuing to be made
available for payment. Payments to be made pursuant to this Agreement shall be made only
remaining of such Grant Funds. If State, federal or other funds are not appropriated, or
otherwise become unavailable to fund this Agreement, the State may, upon written notice,
terminate this Agreement, in whole or in part, without incurring further liability. The State
shall, however, remain obligated to pay for Services and Goods that are delivered and
accepted prior to the effective date of notice of termination, and this termination shall
otherwise be treated as if this Agreement were terminated in the public interest as described
in §2.E.
v. Federal Recovery
The close-out of a Federal Award does not affect the right of the Federal Awarding Agency
or the State to disallow costs and recover funds on the basis of a later audit or other review.
Any cost disallowance recovery is to be made within the Record Retention Period, as defined
below.
C. Matching Funds
Subrecipient shall provide Matching Funds as provided in Exhibit A. Subrecipient shall have raised
the full amount of Matching Funds prior to the Effective Date and shall report to the State
bligation to pay all or any part
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
asury or bank account. Subrecipient represents to
Exhibit A has been
legally appropriated for the purposes of this Agreement by its authorized representatives and
paid into its treasury or bank account. 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 Subrecipient. Subrecipient shall not pay or be
liable for any claimed interest, late charges, fees, taxes or penalties of any nature, except as
D. Reimbursement of Subrecipient Costs
i. The State shall reimburse Subrecipient for the federal share of properly documented
allowable costs related to the Work after review and approval thereof, subject to the
provisions of §5, this Agreement, and Exhibit A. However, any costs incurred by Subrecipient
prior to the Effective Date shall not be reimbursed absent specific allowance of pre-award
costs and indication that the Federal Award funding is retroactive. The State shall pay
Subrecipient for costs or expenses incurred or performance by the Subrecipient prior to the
Effective Date, only if (1) the Grant Funds involve federal funding and (2) federal laws, rules,
and regulations applicable to the Work provide for such retroactive payments to the
Subrecipient. Any such retroactive payments shall comply with State Fiscal Rules and be
made in accordance with the provisions of this Agreement.
ii.
Maximum Amount shown on the Cover Page of this Agreement and on Exhibit A for all
Contract Number: 26-HTR-ZL-00158 / PO: 491004157
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allowable costs described in this Agreement and shown in Exhibit A, except that Subrecipient
may adjust the amounts between each line item of Exhibit A without formal modification to
this Agreement as long as the Subrecipient provides notice to the State of the change, the
change does not modify the Subaward Maximum Amount or the Subaward Maximum Amount
for any federal fiscal year or State Fiscal Year, and the change does not modify any
requirements of the Work.
iii. The State shall only reimburse allowable costs described in this Agreement and shown in the
Budget if those costs are:
a. Reasonable and necessary to accomplish the Work and for the Goods and Services
provided; and
b. Equal to the actual net cost to Subrecipient (i.e. the price paid minus any items of value
received by Subrecipient that reduce the cost actually incurred).
iv.
Cover Page for this Agreement, or after any phase performance period end date for a
respective phase of the Work, shall not be reimbursable. Subrecipient shall initiate any
payment request by submitting invoices to the State in the form and manner set forth and
approved by the State.
E. Close-Out
Subrecipient shall close out this Award within 45 days after the Fund Expenditure End Date shown
on the Cover Page for this Agreement. To complete close-out, Subrecipient shall submit to the
State all Deliverables (including documentation) as defined in th
final reimbursement request or invoice. The State will withhold 5% of allowable costs until all
final documentation has been submitted and accepted by the State as substantially complete. If
the Federal Awarding Agency has not closed this Federal Award within one year and 90 days after
failure to submit required documentation, then Subrecipient may be prohibited from applying
for new Federal Awards through the State until such documentation is submitted and accepted.
6. REPORTING - NOTIFICATION
A. Quarterly Reports
In addition to any reports required pursuant to any other Exhibit, for any Agreement having a
term longer than three months, Subrecipient shall submit, on a quarterly basis, a written report
specifying progress made for each specified performance measure and standard in this
Agreement. Such progress report shall be in accordance with the procedures developed and
prescribed by the State. Progress reports shall be submitted to the State not later than five
Business Days following the end of each calendar quarter or at such time as otherwise specified
by the State.
B. Litigation Reporting
If Subrecipient is served with a pleading or other document in connection with an action before
a court or other administrative decision making body, and such pleading or document relates to
s obligations under this
Agreement, Subrecipient shall, within 10 days after being served, notify the State of such action
on the Cover Page for this Agreement.
C. Performance and Final Status
Subrecipient shall submit all financial, performance and other reports to the State no later than
45 calendar days after the end of the Initial Term if no Extension Terms are exercised, or the
final Extension Term exercised by the State, containing an evaluation and review of
D. Violations Reporting
Subrecipient shall disclose, in a timely manner, in writing to the State and the Federal Awarding
Agency, all violations of federal or State criminal law involving fraud, bribery, or gratuity
violations potentially affecting the Federal Award. The State or the Federal Awarding Agency
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may impose any penalties for noncompliance allowed under 2 CFR Part 180 and 31 U.S.C. 3321,
which may include, without limitation, suspension or debarment.
7. SUBRECIPIENT RECORDS
A. Maintenance
Subrecipient 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 and the
delivery of Services (including, but not limited to the operation of programs) or Goods hereunder
of three years following the date of submission to the State of the final expenditure report, or if
this Award is renewed quarterly or annually, from the date of the submission of each quarterly
related to this Award 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 Subrecipient 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
Subrecipient shall permit the State, the federal government, and any other duly authorized agent
of a governmental agency to audit, inspect, examine, excerpt, copy and transcribe Subrecipient
Records during the Record Retention Period. Subrecipient shall make Subrecipient Records
State, unless the State determines that a shorter period of notice, or no notice, is necessary to
protect the interests of the State.
C. Monitoring
The State, the federal government, and any other duly authorized agent of a governmental
Agreement using procedures as determined by the State or that governmental entity.
Subrecipient shall allow the State to perform all monitoring required by the Uniform Guidance,
right, in its sole discretion, to change its monitoring procedures and requirements at any time
D. Final Audit Report
Subrecipient shall promptly submit to the State a copy of any final audit report of an audit
whether the audit is conducted by Subrecipient or a third party. Additionally, if Subrecipient is
required to perform a single audit under 2 CFR 200.501, et. seq., then Subrecipient shall submit
a copy of the results of that audit to the State within the same timelines as the submission to
the federal government.
8. CONFIDENTIAL INFORMATION - STATE RECORDS
A. Confidentiality
Subrecipient shall keep confidential, and cause all Subcontractors to keep confidential, all State
Records, unless those State Records are publicly available. Subrecipient shall not, without prior
written approval of the State, use, publish, copy, disclose to any third party, or permit the use
by any third party of any State Records, except as otherwise stated in this Agreement, permitted
by law or approved in writing by the State. Subrecipient shall provide for the security of all State
Confidential Information in accordance with all applicable laws, rules, policies, publications, and
guidelines. Subrecipient shall immediately forward any request or demand for State Records to
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B. Other Entity Access and Nondisclosure Agreements
Subrecipient may provide State Records to its agents, employees, assigns and Subcontractors as
necessary to perform the Work, but shall restrict access to State Confidential Information to
those agents, employees, assigns and Subcontractors who require access to perform their
obligations under this Agreement. Subrecipient shall ensure all such agents, employees, assigns,
and Subcontractors sign agreements containing nondisclosure provisions at least as protective as
those in this Agreement, and that the nondisclosure provisions are in force at all times the agent,
employee, assign or Subcontractor has access to any State Confidential Information. Subrecipient
shall provide copies of those signed nondisclosure provisions to the State upon execution of the
nondisclosure provisions if requested by the State.
C. Use, Security, and Retention
Subrecipient shall use, hold and maintain State Confidential Information in compliance with any
and all applicable laws and regulations only in facilities located within the United States, and
shall maintain a secure environment that ensures confidentiality of all State Confidential
reasonable security requirements, for purposes of inspecting and monitoring access and use of
State Confidential Information and evaluating security control effectiveness. Upon the expiration
or termination of this Agreement, Subrecipient shall return State Records provided to
Subrecipient or destroy such State Records and certify to the State that it has done so, as directed
by the State. If Subrecipient is prevented by law or regulation from returning or destroying State
Confidential Information, Subrecipient warrants it will guarantee the confidentiality of, and
cease to use, such State Confidential Information.
D. Incident Notice and Remediation
If Subrecipient becomes aware of any Incident, Subrecipient shall notify the State immediately
and cooperate with the State regarding recovery, remediation, and the necessity to involve law
enforcement, as determined by the State. Unless Subrecipient can establish that Subrecipient
and its agents, employees, and Subcontractors are not the cause or source of the Incident,
Subrecipient shall be responsible for the cost of notifying each person who may have been
impacted by the Incident. After an Incident, Subrecipient shall take steps to reduce the risk of
incurring a similar type of Incident in the future as directed by the State, which may include,
but is not limited to, developing and implementing a remediation plan that is approved by the
State at no additional cost to the State. The State may adjust or direct modifications to this
plan, in its sole discretion and Subrecipient shall make all modifications as directed by the State.
If Subrecipient cannot produce its analysis and plan within the allotted time, the State, in its
sole discretion, may perform such analysis and produce a remediation plan, and Subrecipient
shall reimburse the State for the reasonable costs thereof. The State may, in its sole discretion
brecipient to engage the services of an
independent, qualified, State-approved third party to conduct a security audit. Subrecipient
remediation in response to any negative findings.
E. Data Protection and Handling
Subrecipient shall ensure that all State Records and Work Product in the possession of
Subrecipient or any Subcontractors are protected and handled in accordance with the
requirements of this Agreement, including the requirements of any Exhibits hereto, at all times.
As used in this section, the protections afforded Work Product only apply to Work Product that
requires confidential treatment.
F. Safeguarding PII
If Subrecipient or any of its Subcontractors will or may receive PII under this Agreement,
Subrecipient shall provide for the security of such PII, in a manner and form acceptable to the
State, including, without limitation, State non-disclosure requirements, use of appropriate
technology, security practices, computer access security, data access security, data storage
encryption, data transmission encryption, security inspections, and audits. Subrecipient shall be
-d in §24-73-103(1)(i), C.R.S., and shall maintain
security procedures and practices consistent with §§24-73-101 et seq., C.R.S.
Contract Number: 26-HTR-ZL-00158 / PO: 491004157
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9. CONFLICTS OF INTEREST
A. Actual Conflicts of Interest
Subrecipient shall not engage in any business or activities or maintain any relationships that
conflict in any way with the full performance of the obligations of Subrecipient under this
Agreement. Such a conflict of interest would arise when a Subrecipien
employee, officer or agent were to offer or provide any tangible personal benefit to an employee
of the State, or any member of his or her immediate family or his or her partner, related to the
award of, entry into or management or oversight of this Agreement.
B. Apparent Conflicts of Interest
Subrecipient acknowledges that, with respect to this Agreement, even the appearance of a
approval, Subrecipient shall refrain from any practices, activities or relationships that reasonably
Agreement.
C. Disclosure to the State
If a conflict or the appearance of a conflict arises, or if Subrecipient is uncertain whether a
conflict or the appearance of a conflict has arisen, Subrecipient shall submit to the State a
disclosure statement setting forth the relevant details for the St
or apparent conflict constitutes a breach of this Agreement.
D. Subrecipient acknowledges that all State employees are subject to the ethical principles
described in §24-18-105, C.R.S. Subrecipient further acknowledges that State employees may
be subject to the requirements of §24-18-105, C.R.S., with regard to this Agreement. For the
avoidance of doubt, an actual or apparent conflict of interest shall exist if Subrecipient employs
or contracts with any State employee, any former State employee within six months following
ith the State, or any immediate family member
of such current or former State employee. Subrecipient shall provide a disclosure statement as
described in §9.C. no later than ten days following entry into a contractual or employment
relationship as described in this section. Failure to timely submit a disclosure statement shall
constitute a Breach of Agreement. Subrecipient may also be subject to such penalties as are
allowed by law.
10. INSURANCE
Subrecipient shall obtain and maintain, and ensure that each Subcontractor shall obtain and
maintain, insurance as specified in this section at all times during the term of this Agreement. All
insurance policies required by this Agreement that are not provided through self-insurance shall be
issued by insurance companies as approved by the State.
A.
insurance
covering all Subrecipient or Subcontractor employees acting within the course and scope of their
employment.
B. General Liability
Commercial general liability insurance covering premises operations, fire damage, independent
contractors, products and completed operations, blanket contractual liability, personal injury,
and advertising liability with minimum limits as follows:
i. $1,000,000 each occurrence;
ii. $1,000,000 general aggregate;
iii. $1,000,000 products and completed operations aggregate; and
iv. $50,000 any 1 fire.
C. Automobile Liability
Automobile liability insurance covering any auto (including owned, hired and non-owned autos)
with a minimum limit of $1,000,000 each accident combined single limit.
Contract Number: 26-HTR-ZL-00158 / PO: 491004157
Page 12 of 50
D. Additional Insured
The State shall be named as additional insured on all commercial general liability policies (leases
and construction contracts require additional insured coverage for completed operations)
required of Subrecipient and Subcontractors.
E. Primacy of Coverage
Coverage required of Subrecipient and each Subcontractor shall be primary over any insurance
or self-insurance program carried by Subrecipient or the State.
F. Cancellation
All insurance policies shall include provisions preventing cancellation or non-renewal, except for
cancellation based on non-payment of premiums, without at least 30 days prior notice to
Subrecipient and Subrecipient shall forward such notice to the State in accordance with §14
.
G. Subrogation Waiver
All insurance policies secured or maintained by Subrecipient or its Subcontractors in relation to
this Agreement shall include clauses stating that each carrier shall waive all rights of recovery
under subrogation or otherwise against Subrecipient or the State, its agencies, institutions,
organizations, officers, agents, employees, and volunteers.
H. Public Entities
If Subrecipient is a "public entity" within the meaning of the Colorado Governmental Immunity
Act, §24-10-101, et seq.
insurance requirements stated above, at all times during the term of this Agreement such liability
insurance, by commercial policy or self-insurance, as is necessary to meet its liabilities under
the GIA. If a Subcontractor is a public entity within the meaning of the GIA, Subrecipient shall
ensure that the Subcontractor maintain at all times during the terms of this Subrecipient, in lieu
of the liability insurance requirements stated above, such liability insurance, by commercial
policy or self-the GIA.
I. Certificates
For each insurance plan provided by Subrecipient under this Agreement, Subrecipient shall
Agreement prior to the Effective Date. Subrecipient shall provide to the State certificates
evidencing Subcontractor insurance coverage required under this Agreement prior to the
Subrecipient shall provide to the State certificates showing Subcontractor insurance coverage
age, Subrecipient shall deliver to the State certificates of insurance
evidencing renewals of coverage. At any other time during the term of this Agreement, upon
request by the State, Subrecipient shall, within seven Business Days following the request by the
State, supply to the State evidence satisfactory to the State of compliance with the provisions
of this section.
11. BREACH OF AGREEMENT
In the event of a Breach of Agreement, the aggrieved Party shall give written notice of breach
to the other Party. If the notified Party does not cure the Breach of Agreement, at its sole
expense, within 30 days after the delivery of written notice, the Party may exercise any of the
remedies as described in §12 for that Party. Notwithstanding any provision of this Agreement to
the contrary, the State, in its discretion, need not provide notice or a cure period and may
immediately terminate this Agreement in whole or in part or institute any other remedy in this
Agreement in order to protect the public interest of the State; or if Subrecipient is debarred or
suspended under §24-109-105, C.R.S., the State, in its discretion, need not provide notice or
cure period and may terminate this Agreement in whole or in part or institute any other remedy
in this Agreement as of the date that the debarment or suspension takes effect.
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Page 13 of 50
12. REMEDIES
A.
If Subrecipient is in breach under any provision of this Agreement and fails to cure such breach,
the State, following the notice and cure period set forth in §11, shall have all of the remedies
listed in this section in addition to all other remedies set forth in this Agreement or at law. The
State may exercise any or all of the remedies available to it, in its discretion, concurrently or
consecutively.
i. Termination for Breach of Agreement
Agreement or any part of this Agreement. Additionally, if Subrecipient fails to comply with
any terms of the Federal Award, then the State may, in its discretion or at the direction of
a Federal Awarding Agency, terminate this entire Agreement or any part of this Agreement.
Subrecipient shall continue performance of this Agreement to the extent not terminated, if
any.
a. Obligations and Rights
To the extent specified in any termination notice, Subrecipient shall not incur further
obligations or render further performance past the effective date of such notice, and
shall terminate outstanding orders and subcontracts with third parties. However,
Subrecipient shall complete and deliver to the State all Work not cancelled by the
termination notice, and may incur obligations as necessary to do so within this
of
subcontracts. Upon termination, Subrecipient shall take timely, reasonable and
necessary action to protect and preserve property in the possession of Subrecipient but
in which t
Subrecipient shall deliver all completed Work Product and all Work Product that was in
the
b. Payments
Notwithstanding anything to the contrary, the State shall only pay Subrecipient for
accepted Work received as of the date of termination. If, after termination by the State,
or
inaction was excusable, such termination shall be treated as a termination in the public
interest, and the rights and obligations of the Parties shall be as if this Agreement had
been terminated in the public interest under §2.E.
c. Damages and Withholding
Notwithstanding any other remedial action by the State, Subrecipient shall remain liable
to the State for any damages sustained by the State in connection with any breach by
Subrecipient, and the State may withhold payment to Subrecipient for the purpose of
the State from Subrecipient is determined. The State may withhold any amount that may
be due Subrecipient as the State deems necessary to protect the State against loss
including, without limitation, loss as a result of outstanding liens and excess costs
incurred by the State in procuring from third parties replacement Work as cover.
ii. Remedies Not Involving Termination
The State, in its discretion, may exercise one or more of the following additional remedies:
a. Suspend Performance
pending corrective action as specified by the State without entitling Subrecipient to an
adjustment in price or cost or an adjustment in the performance schedule. Subrecipient
directive, and the State shall not be liable for costs incurred by Subrecipient after the
suspension of performance.
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Page 14 of 50
b. Withhold Payment
Withhold payment to Subrecipient until Subrecipient corrects its Work.
c. Deny Payment
cannot be performed or if they were performed are reasonably of no value to the state;
provided, that any denial of payment shall be equal to the value of the obligations not
performed.
d. Removal
Subcontractors from the Work whom the State deems incompetent, careless,
insubordinate, unsuitable, or otherwise unacceptable or whose continued relation to this
best interest.
e. Intellectual Property
If any Work infringes, or if the State in its sole discretion determines that any Work is
likely to infringe, a patent, copyright, trademark, trade secret or other intellectual
property right, Subrecipient shall, as approved by the State (i) secure that right to use
such Work for the State and Subrecipient; (ii)replace the Work with noninfringing Work
or modify the Work so that it becomes noninfringing; or, (iii) remove any infringing Work
and refund the amount paid for such Work to the State.
B.
If the State is in breach of any provision of this Agreement and does not cure such breach,
Subrecipient, following the notice and cure period in §11 and the dispute resolution process in
§13 shall have all remedies available at law and equity.
13. DISPUTE RESOLUTION
A. Initial Resolution
Except as herein specifically provided otherwise, disputes concerning the performance of this
Agreement which cannot be resolved by the designated Agreement representatives shall be
referred in writing to a senior departmental management staff member designated by the State
and a senior manager designated by Subrecipient for resolution.
B. Resolution of Controversies
If the initial resolution described in §13.A fails to resolve the dispute within 10 Business Days,
Subrecipient shall submit any alleged breach of this Agreement by the State to the Procurement
Official of the State Agency named on the Cover Page of this Agreement as described in §24-101-
301(30), C.R.S., for resolution following the same resolution of controversies process as described
in §§24-106-109, and 24-109-101.1 through 24-109-
recipient wishes to challenge any decision rendered by the
the Department of Personnel and Administration, or their delegate, in the same manner as
described in the Resolution Statutes before Subrecipient pursues any further action. Except as
otherwise stated in this Section, all requirements of the Resolution Statutes shall apply including,
without limitation, time limitations regardless of whether the Colorado Procurement Code
applies to this Agreement.
14. NOTICES and REPRESENTATIVES
Each individual identified as a Principal Representative on the Cover Page for this Agreement shall
be the principal representative of the designating Party. All notices required or permitted to be given
under this Agreement shall be in writing, and shall be delivered (A) by hand with receipt required,
(B)
on the Cover Page for this Agreement or (C) as an email with read receipt requested to the principal
representative at the email address, if any, set forth on the Cover Page for this Agreement. If a Party
delivers a notice to another through email and the email is undeliverable, then, unless the Party has
been provided with an alternate email contact, the Party delivering the notice shall deliver the
Contract Number: 26-HTR-ZL-00158 / PO: 491004157
Page 15 of 50
representative at the address set forth on the Cover Page for this Agreement. Either Party may
change its principal representative or principal representative contact information, or may designate
specific other individuals to receive certain types of notices in addition to or in lieu of a principal
representative, by notice submitted in accordance with this section without a formal amendment to
this Agreement. Unless otherwise provided in this Agreement, notices shall be effective upon delivery
of the written notice.
15. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION
A. Work Product
Subrecipient agrees to provide to the State a royalty-free, non-exclusive and irrevocable license
to reproduce publish or otherwise use and to authorize others to use the Work Product described
. All Work Product shall be
delivered to the State by Subrecipient upon completion or termination hereof.
B. Exclusive Property of the State
Except to the extent specifically provided elsewhere in this Agreement, all State Records,
documents, text, software (including source code), research, reports, proposals, specifications,
plans, notes, studies, data, images, photographs, negatives, pictures, drawings, designs, models,
surveys, maps, materials, ideas, concepts, know-how, and information provided by or on behalf
willingly allow, cause or permit Work Product or State
this Agreement without the prior written consent of the State. Upon termination of this
Agreement for any reason, Subrecipient shall provide all Work Product and State Materials to the
State in a form and manner as directed by the State.
C. Exclusive Property of Subrecipient
Subrecipient retains the exclusive rights, title, and ownership to any and all pre-existing
materials owned or licensed to Subrecipient including, but not limited to, all pre-existing
software, licensed products, associated source code, machine code, text images, audio and/or
video, and third-party materials, delivered by Subrecipient under this Agreement, whether
to the State as set forth in this Agreement or
a State approved license agreement: (i) entered into as exhibits to this Agreement, (ii) obtained
by the State from the applicable third-party vendor, or (iii) in the case of open source software,
the license terms set forth in the applicable open source license agreement.
16. GENERAL PROVISIONS
A. Assignment
transferred or assigned without the prior, written consent of the State. Any attempt at
assignment or transfer without such consent shall be void. Any assignment or transfer of
this Agreement.
B. Subcontracts
Subrecipient shall not enter into any subaward or subcontract in connection with its obligations
under this Agreement without the prior, written approval of the State. Subrecipient shall submit
to the State a copy of each such subaward or subcontract upon request by the State. All
subawards and subcontracts entered into by Subrecipient in connection with this Agreement shall
comply with all applicable federal and state laws and regulations, shall provide that they are
governed by the laws of the State of Colorado, and shall be subject to all provisions of this
Agreement. If the entity with whom Subrecipient enters into a subcontract or subaward would
also be considered a Subrecipient, then the subcontract or subaward entered into by Subrecipient
shall also contain provisions permitting both Subrecipient and the State to perform all monitoring
of that Subcontractor in accordance with the Uniform Guidance.
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C. Binding Effect
Except as otherwise provided in §16.A, all provisions of this Agreement, including the benefits
D. Authority
Each Party represents and warrants to the other that the execution and delivery of this
E. Captions and References
The captions and headings in this Agreement are for convenience of reference only, and shall
not be used to interpret, define, or limit its provisions. All references in this Agreement 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.
F. Counterparts
This Agreement may be executed in multiple, identical, original counterparts, each of which
shall be deemed to be an original, but all of which, taken together, shall constitute one and the
same agreement.
G. Entire Understanding
This Agreement represents the complete integration of all understandings between the Parties
related to the Work, and all prior representations and understandings related to the Work, oral
or written, are merged into this Agreement. Prior or contemporaneous additions, deletions, or
other changes to this Agreement shall not have any force or effect whatsoever, unless embodied
herein.
H. Digital Signatures
If any signatory signs this Agreement using a digital signature in accordance with the Colorado
State Controller Contract, Grant and Purchase Order Policies regarding the use of digital
signatures issued under the State Fiscal Rules, then any agreement or consent to use digital
signatures within the electronic system through which that signatory signed shall be incorporated
into this Agreement by reference.
I. Modification
Except as otherwise provided in this Agreement, any modification to this Agreement shall only
be effective if agreed to in a formal amendment to this Agreement, properly executed and
approved in accordance with applicable Colorado State law and State Fiscal Rules. Modifications
permitted under this Agreement, other than Agreement amendments, shall conform to the
policies issued by the Colorado State Controller.
J. Statutes, Regulations, Fiscal Rules, and Other Authority.
Any reference in this Agreement to a statute, regulation, State Fiscal Rule, fiscal policy or other
authority shall be interpreted to refer to such authority then current, as may have been changed
or amended since the Effective Date of this Agreement.
K. External Terms and Conditions
Notwithstanding anything to the contrary herein, the State shall not be subject to any provision
-through or online
agreements related to the Work unless that provision is specifically referenced in this Agreement.
L. Severability
The invalidity or unenforceability of any provision of this Agreement shall not affect the validity
or enforceability of any other provision of this Agreement, which shall remain in full force and
effect, provided that the Parties can continue to perform their obligations under this Agreement
in accordance with the intent of this Agreement.
M. Survival of Certain Agreement Terms
Any provision of this Agreement that imposes an obligation on a Party after termination or
expiration of this Agreement shall survive the termination or expiration of this Agreement and
shall be enforceable by the other Party.
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N. Taxes
The State is exempt from federal excise taxes under I.R.C. Chapter 32 (26 U.S.C., Subtitle D, Ch.
32) (Federal Excise Tax Exemption Certificate of Registry No. 84-730123K) and from State and
local government sales and use taxes under §§39-26-704(1), et seq., C.R.S. (Colorado Sales Tax
Exemption Identification Number 98-02565). The State shall not be liable for the payment of any
excise, sales, or use taxes, regardless of whether any political subdivision of the State imposes
such taxes on Subrecipient. Subrecipient shall be solely responsible for any exemptions from the
collection of excise, sales or use taxes that Subrecipient may wish to have in place in connection
with this Agreement.
O. Third Party Beneficiaries
§16.A, this Agreement does
not and is not intended to confer any rights or remedies upon any person or entity other than
the Parties. Enforcement of this Agreement and all rights and obligations hereunder are reserved
solely to the Parties. Any services or benefits which third parties receive as a result of this
Agreement are incidental to this Agreement, and do not create any rights for such third parties.
P. Waiver
whether explicit or by lack of enforcement, shall not operate as a waiver, nor shall any single or
partial exercise of any right, power, or privilege preclude any other or further exercise of such
right, power, or privilege.
Q. CORA Disclosure
To the extent not prohibited by federal law, this Agreement and the performance measures and
standards required under §24-106-107, C.R.S., if any, are subject to public release through the
CORA.
R. Standard and Manner of Performance
Subrecipient shall perform its obligations under this Agreement in accordance with the highest
.
S. Licenses, Permits, and Other Authorizations
i. Subrecipient shall secure, prior to the Effective Date, and maintain at all times during the
term of this Agreement, at its sole expense, all licenses, certifications, permits, and other
authorizations required to perform its obligations under this Agreement, and shall ensure
that all employees, agents and Subcontractors secure and maintain at all times during the
term of their employment, agency or Subcontractor, all license, certifications, permits and
other authorizations required to perform their obligations in relation to this Agreement.
ii. Subrecipient, if a foreign corporation or other foreign entity transacting business in the State
of Colorado, shall obtain prior to the Effective Date and maintain at all times during the term
of this Agreement, at its sole expense, a certificate of authority to transact business in the
State of Colorado and designate a registered agent in Colorado to accept service of process.
T. Federal Provisions
Subrecipient shall comply with all applicable requirements of Exhibits C and D at all times during
the term of this Agreement.
U. Accessibility
i. Grantee shall comply with and the Work Product provided under this Agreement shall be in
compliance with all applicable provisions of §§24-85-101, et seq., C.R.S., and the
Accessibility Standards for Individuals with a Disability, as established by the
Office of Information Technology (OIT), pursuant to Section §24-85-103 (2.5), C.R.S. Grantee
shall also comply with all State of Colorado technology standards related to technology
accessibility and with Level AA of the most current version of the Web Content Accessibility
Guidelines (WCAG), incorporated in the State of Colorado technology standards.
ii.
software is in compliance with §§24-85-101, et seq., C.R.S., and the Accessibility Standards
for Individuals with a Disability as established by OIT pursuant to Section §24-85-103 (2.5),
C.R.S.
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17. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-3)
These Special Provisions apply to all agreements except where noted in italics.
A. STATUTORY APPROVAL. §24-30-202(1), C.R.S.
This Agreement shall not be valid until it has been approved by the Colorado State Controller or
designee. If this Agreement is for a Major Information Technology Project, as defined in §24-
37.5-102(2.6), C.R.S., then this Agreement shall not be valid until it has been approved by the
B. FUND AVAILABILITY. §24-30-202(5.5), C.R.S.
Financial obligations of the State payable after the current State Fiscal Year are contingent upon
funds for that purpose being appropriated, budgeted, and otherwise made available.
C. GOVERNMENTAL IMMUNITY.
Liability for claims for injuries to persons or property arising from the negligence of the State,
its departments, boards, commissions committees, bureaus, offices, employees and officials
shall be controlled and limited by the provisions of the Colorado Governmental Immunity Act,
§24-10-101, et seq., C.R.S.; the Federal Tort Claims Act, 28 U.S.C. Pt. VI, Ch. 171 and 28 U.S.C.
-30-1501, et seq. C.R.S. No term or
condition of this Agreement shall be construed or interpreted as a waiver, express or implied, of
any of the immunities, rights, benefits, protections, or other provisions, contained in these
statutes.
D. INDEPENDENT CONTRACTOR.
Subrecipient shall perform its duties hereunder as an independent contractor and not as an
employee. Neither Subrecipient nor any agent or employee of Subrecipient shall be deemed to
be an agent or employee of the State. Subrecipient shall not have authorization, express or
implied, to bind the State to any agreement, liability or understanding, except as expressly set
forth herein. Subrecipient and its employees and agents are 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 Subrecipient or any of its agents or employees.
Subrecipient shall pay when due all applicable employment taxes and income taxes and local
head taxes incurred pursuant to this Agreement. Subrecipient shall (i) provide and keep in
force workers' compensation and unemployment compensation insurance in the amounts
required by law, (ii) provide proof thereof when requested by the State, and (iii) be solely
responsible for its acts and those of its employees and agents.
E. COMPLIANCE WITH LAW.
Subrecipient shall 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, JURISDICTION, AND VENUE.
Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the
interpretation, execution, and enforcement of this Agreement. Any provision included or
incorporated herein by reference which conflicts with said laws, rules, and regulations shall be
null and void. All suits or actions related to this Agreement shall be filed and proceedings held
in the State of Colorado and exclusive venue shall be in the City and County of Denver.
G. PROHIBITED TERMS.
Any term included in this Agreement that requires the State to indemnify or hold Subrecipient
harmless; requires the State to agree to binding
damages resulting from death, bodily injury, or damage to tangible property; or that conflicts
with this provision in any way shall be void ab initio. Nothing in this Agreement shall be construed
as a waiver of any provision of §24-106-109, C.R.S.
H. SOFTWARE PIRACY PROHIBITION.
State or other public funds payable under this Agreement shall not be used for the acquisition,
operation, or maintenance of computer software in violation of federal copyright laws or
applicable licensing restrictions. Subrecipient hereby certifies and warrants that, during the term
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of this Agreement and any extensions, Subrecipient has and shall maintain in place appropriate
systems and controls to prevent such improper use of public funds. If the State determines that
Subrecipient is in violation of this provision, the State may exercise any remedy available at law
or in equity or under this Agreement, including, without limitation, immediate termination of
this Agreement and any remedy consistent with federal copyright laws or applicable licensing
restrictions.
I. EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST. §§24-18-201 and 24-50-507, C.R.S.
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 Agreement.
Subrecipient has no interest and shall not acquire any interest, direct or indirect, that would
Subrecipient shall not employ any person having such known interests.
J. VENDOR OFFSET AND ERRONEOUS PAYMENTS. §§24-30-202(1) and 24-30-202.4, C.R.S.
[Not applicable to intergovernmental agreements] Subject to §24-30-202.4(3.5), C.R.S., the
debts owed to State agencies for: (i) unpaid child support debts or child support arrearages; (ii)
unpaid balances of tax, accrued interest, or other charges specified in §§39-21-101, et seq.,
C.R.S.; (iii) unpaid loans due to the Student Loan Division of the Department of Higher Education;
(iv) amounts required to be paid to the Unemployment Compensation Fund; and (v) other unpaid
debts owing to the State as a result of final agency determination or judicial action. The State
reason, including, but not limited to, overpayments or improper payments, and unexpended or
excess funds received by Subrecipient by deduction from subsequent payments under this
Agreement, deduction from any payment due under any other contracts, grants or agreements
between the State and Subrecipient, or by any other appropriate method for collecting debts
owed to the State.
K. PUBLIC CONTRACTS FOR SERVICES. §§8-17.5-101, et seq., C.R.S.
[Not applicable to agreements relating to the offer, issuance, or sale of securities,
investment advisory services or fund management services, sponsored projects,
intergovernmental agreements, or information technology services or products and
services] Subrecipient certifies, warrants, and agrees that it does not knowingly employ or
contract with an illegal alien who will perform work under this Agreement and will confirm the
employment eligibility of all employees who are newly hired for employment in the United States
to perform work under this Agreement, through participation in the E-Verify Program or the State
verification program established pursuant to §8-17.5-102(5)(c), C.R.S., Subrecipient shall not
knowingly employ or contract with an illegal alien to perform work under this Agreement or enter
into a contract with a Subcontractor that fails to certify to Subrecipient that the Subcontractor
shall not knowingly employ or contract with an illegal alien to perform work under this
Agreement. Subrecipient (i) shall not use E-Verify Program or the program procedures of the
e-
employment screening of job applicants while this Agreement is being performed, (ii) shall notify
the Subcontractor and the contracting State agency or institution of higher education within
three days if Subrecipient has actual knowledge that a Subcontractor is employing or contracting
with an illegal alien for work under this Agreement,(iii) shall terminate the subcontract if a
Subcontractor does not stop employing or contracting with the illegal alien within three days of
receiving the notice, and (iv) shall comply with reasonable requests made in the course of an
investigation, undertaken pursuant to §8-17.5-102(5), C.R.S., by the Colorado Department of
Labor and Employment. If Subrecipient participates in the Department program, Subrecipient
shall deliver to the contracting State agency, Institution of Higher Education or political
subdivision, a written, notarized affirmation, affirming that Subrecipient has examined the legal
work status of such employee, and shall comply with all of the other requirements of the
Department program. If Subrecipient fails to comply with any requirement of this provision or
§§8-17.5-101, et seq., C.R.S., the contracting State agency, institution of higher education or
political subdivision may terminate this Agreement for breach and, if so terminated, Subrecipient
shall be liable for damages.
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L. PUBLIC CONTRACTS WITH NATURAL PERSONS. §§24-76.5-101, et seq., C.R.S.
Subrecipient, if a natural person eighteen (18) years of age or older, hereby swears and affirms
under penalty of perjury that Subrecipient (i)is a citizen or otherwise lawfully present in the
United States pursuant to federal law, (ii)shall comply with the provisions of §§24-76.5-101, et
seq., C.R.S., and (iii) has produced one form of identification required by §24-76.5-103, C.R.S.,
prior to the Effective Date of this Agreement.
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EXHIBIT A, STATEMENT OF WORK AND BUDGET
Project
Description* 2026-5311: Operating (using FFY 2021 residual funds)
Federal Awarding Agency Federal Transit Administration (FTA)
Year of Funding and Federal Funding Source FFY 2021 FTA-5311
CFDA Title Formula Grants for Rural Areas Program
CFDA # 20.509 FAIN CO-2021-041
Federal Award Date August 27, 2021
CDOT Awarding Official Chief Engineer
Address 2829 W. Howard Place
Denver, CO 80204
Phone # (303) 757-9170
Subaward/Project Period of Performance and Budget
Period
Start Date
The Effective Date or January 1, 2026
(whichever is earlier, subject to specific
allowance of pre-award costs)
Subaward/Project Period of Performance and Budget
Period
End Date
December 31, 2026
Subrecipient Vail, Town of UEID # R17RS3JCQZ68
Contact Name Chris Southwick Vendor # 2000003
Address 75 South Frontage Road
Vail, CO 81657-5096
Phone # (970) 479-2159
Email csouthwick@vail.gov Indirect Rate NA
Total Project Budget $501,068.00
Budget WBS*** ALI Federal Funds Local Funds Total
Operating 21-11-4041.VAIL.600 30.09.01 50%$250,534.00 50% $250,534.00 $501,068.00
Total Project Amount Encumbered via this Subaward Agreement $501,068.00
*This is not a research and development grant.
A. Project Description
Town of Vail shall use FTA-5311 funds, along with local matching funds, to maintain the existence of
public transportation services through the following goals:
1. 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; and
4. Encourage mobility management, employment-related transportation alternatives,
joint development practices, and transit-oriented development.
This funding is provided to support the services described above for calendar year 2026 (January 1
December 31).
Contract Number: 26-HTR-ZL-00158 / PO: 491004157
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B. Performance Standards
1. Project Milestones
Milestone Description Original Estimated
Completion Date
Submit Initial and Ongoing Reimbursement Request(s) in COTRAMS Monthly
Submit 5311 Program Measure Report(s) in COTRAMS Quarterly
Submit DBE Report(s) in COTRAMS Biannually
Submit Final Reimbursement Request in COTRAMS 12/31/2026
IMPORTANT NOTE: All milestones in this Statement of Work (except for the final reimbursement request)
must be completed no later than the End Date of this Subaward Agreement: December 31, 2026 .
2. Performance will be monitored throughout the duration of this Subaward Agreement.
Town of Vail shall report to the CDOT Project Manager whenever one or more of the
following occurs:
a. Budget or schedule changes;
b. Scheduled milestone or completion dates are not met;
c. Identification of problem areas and how the problems will be resolved; and/or
d. Expected impacts and the efforts to recover from delays.
3. Performance will be measured based on:
a. Completion of applicable 5311 Program Measure Reports in COTRAMS, and
b. Completion of the annual National Transit Database (NTD) Report.
4. Town of Vail shall track and report on performance using the Program Measure Report
in COTRAMS:
a. Performance measures established for the FTA Section 5311 Program (Funds
Expended, Fare Revenues, Sources of Expended Funds, Service Data, and
Volunteer Resources) .
5. 5311 Program Measure Reports shall be submitted in COTRAMS by Town of Vail on or
before the following due dates (as applicable to the Effective Date and date of
closeout of this Subaward Agreement):
a. Quarter 1 due April 28th;
b. Quarter 2 due July 28th;
c. Quarter 3 due October 28th; and
d. Annual Report, including Quarter 4, due January 28th.
6. Town of Vail shall assist CDOT with Disadvantaged Business Enterprise (DBE) reporting
to FTA by using the biannual FTA DBE Report in COTRAMS to report:
a. Contracts awarded, payments made, and contracts completed between Town
of Vail and prime contractors; and
b. Contracts awarded, payments made, and contracts completed between Town
7. DBE Program Measure Reports shall be submitted in COTRAMS by Town of Vail on or
before the following due dates (as applicable to the Effective Date and date of
closeout of this Subaward Agreement):
a. Quarter 4 Quarter 1 (for October 1 March 31) due April 28th; and
b. Quarter 2 Quarter 3 (for April 1 September 30) due October 28th.
Contract Number: 26-HTR-ZL-00158 / PO: 491004157
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C. Project Budget
1. The Total Project Budget is $501,068.00. CDOT will pay no more than 50% of the
eligible, actual operating costs, up to the maximum amount of $250,534.00. CDOT will
retain any remaining balance of the federal share of FTA-5311 Funds. Town of Vail shall
be solely responsible for all costs incurred in the project in excess of the amount paid
by CDOT from Federal Funds for the federal share of eligible, actual costs. For CDOT
accounting purposes, the Federal Funds of (50%) for operating costs, and matching
Local Funds of $250,534.00 (50%) for operating costs, will be encumbered for this
Subaward Agreement.
2. No refund or reduction of the amount of Town of Vail
allowed unless there is at the same time a refund or reduction of the federal share of a
proportionate amount.
3. Town of Vail may use eligible federal funds for the Local Funds share, but those funds
cannot be from other Federal Department of Transportation (DOT) programs. Town of
of Total Project Budget.
4. Per the terms of this Subaward Agreement, CDOT will have no obligation to provide
state funds for use on this project. CDOT will administer Federal Funds for this Project
under the terms of this Subaward Agreement, provided that the federal share of FTA
funds to be administered by CDOT are made available and remain available. Town of
Vail shall initiate and prosecute to completion all actions necessary to enable Town of
Vail to provide its share of the Total Project Budget at or prior to the time that such
funds are needed to meet the Total Project Budget.
D. Allowable Costs
1. Town of Vail shall agree to adhere to the provisions for allowable and unallowable costs
cited in the following regulations: 2 CFR 200.420 through 200.476; Chapter VI of FTA
-
Other applicable requirements for cost allowability not cited previously shall also be
considered.
2. Town of Vail
operations. At a minimum, Town of Vail should consider the following items as
operating expenses: fuel, oil, drivers and dispatcher salaries and fringe benefits, and
licenses.
3. If Town of Vail 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 expenses; 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.
E. Reimbursement Eligibility
1. Town of Vail shall submit invoice(s) on a monthly basis via COTRAMS. Reimbursement
will apply only to eligible expenses that are incurred within the period of performance
of this Subaward Agreement.
2. Reimbursement requests shall be within the limits of Section D., Allowable Costs, of
this Subaward Agreement. Town of Vail will be reimbursed based on the ratio of
Federal Funds share and Local Funds share set forth in the Project Budget above.
Contract Number: 26-HTR-ZL-00158 / PO: 491004157
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3. Town of Vail shall submit the final request for reimbursement within forty-five (45)
calendar days of December 31, 2026, and submit a Grant Closeout and Liquidation
(GCL) Form in COTRAMS within fifteen (15) calendar days of receipt of the final
reimbursement payment from CDOT.
F. Training
In an effort to enhance transit safety, Town of Vail and any subrecipients and contractors shall make a
good faith effort to ensure that appropriate training of agency and contracted personnel is occurring
and that personnel are up to date in appropriate certifications. In particular, Town of Vail shall ensure
that driving personnel are provided professional training in defensive driving and training on the
handling of mobility devices and transporting older adults and individuals with disabilities.
G. Restrictions on Lobbying
Town of Vail is certifying that it complies with 2 CFR 200.450 by entering into this Subaward
Agreement.
H. Special Conditions
1. Town of Vail shall comply with all requirements imposed by CDOT on Town of Vail so
that the federal award is used in accordance with federal statutes, regulations, and the
terms and conditions of the federal award.
2. Town of Vail shall permit CDOT and their auditors to have access to Town of Vail
records and financial statements as necessary, with reasonable advance notice.
3. Town of Vail shall comply with the record retention requirements outlined in 2 CFR
200.334 and FTA Circular 5010.1.
4. Town of Vail shall not request reimbursement for costs on this project from more than
one Federal Awarding Agency or other federal awards (i.e., no duplicate billing).
5. Town of Vail shall obtain prior CDOT approval, in writing, if FTA funds are intended to
be used for payment of a lease or for third-party contracts.
6. Town of Vail shall advertise its service as available to the general public and shall not
explicitly limit service by trip purpose or client type.
7. Town of Vail shall comply with FTA Drug and Alcohol Regulations, to include on time
8. Town of Vail shall ensure subrecipients and/or contractors (if any) comply with FTA
Drug and Alcohol Regulations.
9. Town of Vail shall comply with and accept all applicable terms and conditions
contained in the U.S. Department of Transportation FTA Master Agreement dated
November 26, 2025 (Master Agreement), or any amendments thereto.
10. Town of Vail shall ensure that it does not exclude from participation in, deny the
benefits of, or subject to discrimination any person in the United States on the ground
of race, color, national origin, sex, age or disability in accordance with Title VI of the
Civil Rights Act of 1964.
11. Town of Vail shall seek to ensure non-discrimination in its programs and activities by
shall also facilitate
Contract Number: 26-HTR-ZL-00158 / PO: 491004157
Page 25 of 50
Restoring Merit-
12. Town of Vail shall provide transportation services to persons with disabilities in
accordance with the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. §
12101 et seq.
13. Town of Vail shall ensure that it does or 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 any contract utilizing
federal funds, land, or other federal aid, Town of Vail shall require its subrecipients
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.
14. Town of Vail shall develop and maintain an Americans with Disabilities Act (ADA)
Program in accordance with 28 CFR Part 35, Nondiscrimination on the Basis of Disability
in State and Local Government Services, FTA Circular 4710.1, and any additional
requirements established by CDOT for FTA subrecipients.
15. Town of Vail shall agree to maintain documentation that supports compliance with the
ADA and produce said documentation to CDOT upon request.
16. Town of Vail shall adopt a Transit Asset Management Plan that complies with
regulations implementing 49 U.S.C. § 5326(d). Town of Vail shall maintain and report
annually to the National Transit Database (NTD) all required financial, service, and
performance data.
17. Town of Vail shall include nondiscrimination language and the Disadvantaged Business
Enterprise (DBE) assurance in all contracts and solicitations in accordance with DBE
18. Town of Vail agrees that any incidental use (e.g. meal or package delivery) of any
capital assets shall not reduce the quality or availability of its regular public
transportation service.
Contract Number: 26-HTR-ZL-00158 / PO: 491004157
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EXHIBIT B, SAMPLE OPTION LETTER
State Agency
Department of Transportation
Option Letter Number
Insert the Option Number (e.g. "1" for the
first option)
Subrecipient
Insert Subrecipient's Full Legal Name, including
"Inc.", "LLC", etc...
Original Agreement Number
Insert CMS number or Other Contract Number
of the Original Contract
Subaward Agreement Amount
Federal Funds
Option Agreement Number
Insert CMS number or Other Contract Number
of this Option Maximum Amount (%) $0.00
Local Funds Agreement Performance Beginning Date
The later of the Effective Date or Month,
Day, Year
Local Match Amount
(%) $0.00
Agreement Total $0.00 Current Agreement Expiration Date
Month, Day, Year
1. OPTIONS:
A. Option to extend for an Extension Term or End of Term Extension.
2. REQUIRED PROVISIONS:
A. For use with Option 1(A): In accordance with Section(s) 2.B/2.C of the Original Agreement
referenced above, the State hereby exercises its option for an additional term/end of term
extension, beginning Insert start date and ending on the current agreement expiration date
shown above, at the rates stated in the Original Agreement, as amended.
3. OPTION EFFECTIVE DATE:
A. The effective date of this Option Letter is upon approval of the State Controller or ____,
whichever is later.
STATE OF COLORADO
Jared S. Polis, Governor
Department of Transportation
Shoshana M. Lew, Executive Director
By:_______________________
Name:________________________
Title:__________________________
Date: _________________________
In accordance with §24-30-202, C.R.S., this
Option Letter is not valid until signed and
dated below by the State Controller or an
authorized delegate.
STATE CONTROLLER
Robert Jaros, CPA, MBA, JD
By:_____________________________________
__
Department of Transportation
Option Letter Effective Date:
__________________
Contract Number: 26-HTR-ZL-00158 / PO: 491004157
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EXHIBIT C, FEDERAL PROVISIONS
1. APPLICABILITY OF PROVISIONS
1.1. The Grant to which these Federal 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 Federal Provisions, the Special Provisions, the
body of the Grant, or any attachments or exhibits incorporated into and made
a part of the Grant, the provisions of these Federal Provisions shall control.
1.2. The State of Colorado is accountable to Treasury for oversight of their
subrecipients, including ensuring their subrecipients comply with federal
requirements, as applicable.
1.3. Additionally, any subrecipient that issues a subaward to another entity (2 nd tier
subrecipient), must hold the 2nd tier subrecipient accountable to these
provisions and adhere to reporting requirements.
1.4. These Federal Provisions are subject to the Award as defined in §2 of these
Federal Provisions, as may be revised pursuant to ongoing guidance from the
relevant Federal or State of Colorado agency or institutions of higher education.
2. DEFINITIONS.
2.1. For the purposes of these Federal Provisions, the following terms shall have
the meanings ascribed to them below.
2.1.1. Grant
setting forth the terms and conditions of that financial assistance, that a
non-Federal Entity receives or administers.
2.1.2. :
2.1.2.1. a Non-Federal Entity;
2.1.2.2. a foreign public entity;
2.1.2.3. a foreign organization;
2.1.2.4. a non-profit organization;
2.1.2.5. a domestic for-profit organization (for 2 CFR parts 25 and 170 only);
2.1.2.6. a foreign non-profit organization (only for 2 CFR part 170) only);
2.1.2.7. a Federal agency, but only as a Subrecipient under an Award or
Subaward to a non-Federal entity (or 2 CFR 200.1); or
2.1.2.8. a foreign for-profit organization (for 2 CFR part 170 only).
2.1.3.
a management position.
2.1.4.
Compliance and Reporting Guidance, State and Local Fiscal Recovery
2.1.5.
Award to a Recipient as described in 2 CFR 200.1
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Page 28 of 50
2.1.6. Grant to which these Federal Provisions are attached.
2.1.7.
which these Federal Provisions are attached.
2.1.8. -Federal Entity means a State, local government, Indian tribe,
institution of higher education, or nonprofit organization that carries out
a Federal Award as a Recipient or a Subrecipient.
2.1.9. means any corporation, trust, association,
cooperative, or other organization, not including IHEs, that:
2.1.9.1. Is operated primarily for scientific, educational, service,
charitable, or similar purposes in the public interest;
2.1.9.2. Is not organized primarily for profit; and
2.1.9.3. Uses net proceeds to maintain, improve, or expand the operations
of the organization.
2.1.10.
Management and Budget.
2.1.11. --Federal Entity that provides a
Subaward to a Subrecipient to carry out part of a Federal program.
2.1.12. the Colorado State agency or institution
of higher education identified as the Grantor in the Grant to which these
Federal Provisions are attached.
2.1.13. Prime Recipient to a Subrecipient
funded in whole or in part by a Federal Award. The terms and conditions
of the Federal Award flow down to the Subaward unless the terms and
conditions of the Federal Award specifically indicate otherwise in
accordance with 2 CFR 200.101. The term does not include payments to
a Contractor or payments to an individual that is a beneficiary of a Federal
program.
2.1.14. -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 term does not include an individual who is
a beneficiary of a federal program. For SLFRF Grants, a subrecipient
relationship continues to exist for Expenditure Category 6.1 Revenue
Replacement.
2.1.15.
repository into which an Entity must enter the information required under
the Transparency Act, which may be found at http://www.sam.gov.
fiscal year (see 48 CFR 52.204-10, as prescribed in 48 CFR 4.1403(a)) and
includes the following:
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Page 29 of 50
2.1.15.1. Salary and bonus;
2.1.15.2. 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 123R), Shared Based Payments;
2.1.15.3. 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;
2.1.15.4. Change in present value of defined benefit and actuarial pension
plans;
2.1.15.5. Above-market earnings on deferred compensation which is not tax-
qualified;
2.1.15.6. 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 $10,000.
2.1.16.
Transparency Act of 2006 (Public Law 109-282), as amended by §6202 of
Public Law 110-252.
2.1.17.
Uniform Administrative Requirements, Cost Principles, and Audit
Requirements for Federal Awards. 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.
2.1.18. Entity ID established
by the federal government for a Grantee at
https://sam.gov/content/home
3. COMPLIANCE.
3.1. Grantee shall comply with all applicable provisions of the Transparency Act
and the regulations issued pursuant thereto, all provisions of the Uniform
Guidance, and all applicable Federal Laws and regulations required by this
Federal Award. Any revisions to such provisions or regulations shall
automatically become a part of these Federal Provisions, without the
necessity of either party executing any further instrument. The State of
Colorado, at its discretion, may provide written notification to Grantee of
such revisions, but such notice shall not be a condition precedent to the
effectiveness of such revisions.
3.2. Per US Treasury Final Award requirements, grantee programs or services must
not include terms or conditions that undermine efforts to stop COVID-19 or
discourage compliance with recommendations and CDC guidelines.
4. SYSTEM FOR AWARD MANAGEMENT (SAM) AND UNIQUE ENTITY ID SYSTEM (UEI) REQUIREMENTS.
Contract Number: 26-HTR-ZL-00158 / PO: 491004157
Page 30 of 50
4.1. SAM. Grantee shall maintain the currency of its information in SAM until the
Grantee submits the final financial report required under the Award or
receives final payment, whichever is later. Grantee shall review and update
SAM information at least annually.
4.2. UEI. Grantee shall provide its Unique Entity ID to its Prime Recipient, and
shall update information in SAM.gov at least annually.
5. TOTAL COMPENSATION.
5.1. Grantee shall include Total Compensation in SAM for each of its five most
highly compensated Executives for the preceding fiscal year if:
5.1.1. The total Federal funding authorized to date under the Award is $30,000
or more; and
5.1.2. In the preceding fiscal year, Grantee received:
5.1.2.1. 80% or more of its annual gross revenues from Federal procurement
Agreements and Subcontractors and/or Federal financial assistance
Awards or Subawards subject to the Transparency Act; and
5.1.2.2. $30,000,000 or more in annual gross revenues from Federal
procurement Agreements and Subcontractors and/or Federal
financial assistance Awards or Subawards subject to the
Transparency Act; and
5.1.2.3. 5.1.2.3 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) of the Securities Exchange Act of 1934
(15 U.S.C. 78m(a), 78o(d) or § 6104 of the Internal Revenue Code
of 1986.
6. REPORTING.
6.1. If Grantee is a Subrecipient of the Award pursuant to the Transparency Act,
Grantee shall report data elements to SAM and to the Prime Recipient as
required in this Exhibit. No direct payment shall be made to Grantee for
providing any reports required under these Federal Provisions and the cost of
producing such reports shall be included in the Grant price. The reporting
requirements in this Exhibit are based on guidance from the OMB, and as such
are subject to change at any time by OMB. Any such changes shall be
automatically incorporated into this Grant and shall become part of
obligations under this Grant.
7. EFFECTIVE DATE AND DOLLAR THRESHOLD FOR FEDERAL REPORTING.
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Page 31 of 50
7.1. Reporting requirements in §8 below apply to new Awards as of October 1,
2010, if the initial award is $30,000 or more. If the initial Award is below
$30,000 but subsequent Award modifications result in a total Award of
$30,000 or more, the Award is subject to the reporting requirements as of
the date the Award exceeds $30,000. If the initial Award is $30,000 or more,
but funding is subsequently de-obligated such that the total award amount
falls below $30,000, the Award shall continue to be subject to the reporting
requirements. If the total award is below $30,000 no reporting required; if
more than $30,000 and less than $50,000 then FFATA reporting is required;
and, $50,000 and above SLFRF reporting is required.
7.2. The procurement standards in §9 below are applicable to new Awards made
by Prime Recipient as of December 26, 2015. The standards set forth in §11
below are applicable to audits of fiscal years beginning on or after December
26, 2014.
8. SUBRECIPIENT REPORTING REQUIREMENTS. [INTENTIONALLY DELETED]
9. PROCUREMENT STANDARDS.
9.1. Procurement Procedures. A Subrecipient shall use its own documented
procurement procedures which reflect applicable State, local, and Tribal
laws and applicable regulations, provided that the procurements conform to
applicable Federal law and the standards identified in the Uniform Guidance,
including without limitation, 2 CFR 200.318 through 200.327 thereof.
9.2. Domestic preference for procurements (2 CFR 200.322). As appropriate and
to the extent consistent with law, the non-Federal entity should, to the
greatest extent practicable under a Federal award, provide a preference for
the purchase, acquisition, or use of goods, products, or materials produced
in the United States (including but not limited to iron, aluminum, steel,
cement, and other manufactured products). The requirements of this section
must be included in all subawards including all Agreements and purchase
orders for work or products under this award.
9.3. Procurement of Recovered Materials. If a Subrecipient is a State Agency or
an agency of a political subdivision of the 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 $10,000; procuring solid waste management services in
a manner that maximizes energy and resource recovery; and establishing an
affirmative procurement program for procurement of recovered materials
identified in the EPA guidelines.
10. ACCESS TO RECORDS.
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Page 32 of 50
10.1. A Subrecipient shall permit Prime Recipient and its auditors to have access
to records and financial statements as necessary for Recipient
to meet the requirements of 2 CFR 200.332 (Requirements for pass-through
entities), 2 CFR 200.300 (Statutory and national policy requirements) through
2 CFR 200.309 (Period of performance), and Subpart F-Audit Requirements of
the Uniform Guidance.
11. SINGLE AUDIT REQUIREMENTS.
11.1. If a Subrecipient expends $750,000 or more in Federal Awards during the
single or program-specific audit conducted for that year in accordance with
the provisions of Subpart F-Audit Requirements of the Uniform Guidance,
issued pursuant to the Single Audit Act Amendments of 1996, (31 U.S.C. 7501-
7507). 2 CFR 200.501.
11.1.1. Election. A Subrecipient shall have a single audit conducted in
accordance with Uniform Guidance 2 CFR 200.514 (Scope of audit), except
when it elects to have a program-specific audit conducted in accordance
with 2 CFR 200.507 (Program-specific audits). The Subrecipient may elect
to have a program-specific audit if Subrecipient expends Federal Awards
under only one Federal program (excluding research and development)
and the Federal statutes, regulations, or the terms and
conditions of the Federal award do not require a financial statement audit
of Prime 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.
11.1.2. Exemption. If a Subrecipient expends less than $750,000 in Federal
Awards during its fiscal year, the 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.
11.1.3. Subrecipient Compliance Responsibility. A Subrecipient shall
procure or otherwise arrange for the audit required by Subpart F of the
Uniform Guidance and ensure it is properly performed 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 2 CFR 200.510
(Financial statements) and provide the auditor with access to personnel,
accounts, books, records, supporting documentation, and other
information as needed for the auditor to perform the audit required by
Uniform Guidance Subpart F-Audit Requirements.
12. GRANT PROVISIONS FOR SUBRECIPIENT AGREEMENTS.
12.1. In addition to other provisions required by the Federal Awarding Agency or
the Prime Recipient, Grantees that are Subrecipients shall comply with the
following provisions. Subrecipients shall include all of the following
applicable provisions in all Subcontractors entered into by it pursuant to this
Grant.
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12.1.1. [Applicable to federally assisted construction Agreements.] Equal
Employment Opportunity. Except as otherwise provided under 41 CFR
Part 60, all Agreements
construction Agreement -1.3 shall include the equal
opportunity clause provided under 41 CFR 60-1.4(b), in accordance with
12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive
60, Office of Federal Agreement Compliance Programs, Equal Employment
Opportunity, Department of Labor.
12.1.2. [Applicable to on-site employees working on government-funded
construction, alteration and repair projects.] Davis-Bacon Act. Davis-
Bacon Act, as amended (40 U.S.C. 3141-3148).
12.1.3. Rights to Inventions Made Under a grant or agreement. If the
agreement
401.2 (a) and the Prime Recipient or Subrecipient wishes to enter into an
Agreement with a small business firm or nonprofit organization regarding
the substitution of parties, assignment or performance of experimental,
Prime Recipient or Subrecipient must comply with the requirements of 37
Small Business Firms Under Government Grants, Agreements and
Cooperative Agreements
the Federal Awarding Agency.
12.1.4. Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water
Pollution Control Act (33 U.S.C. 1251-1387), as amended. Agreements and
subgrants of amounts in excess of $150,000 must contain a provision that
requires the non-Federal awardees to agree to comply with all applicable
standards, orders or regulations issued pursuant to the Clean Air Act (42
U.S.C. 7401-7671q) 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).
12.1.5. Debarment and Suspension (Executive Orders 12549 and 12689). A
Agreement award (see 2 CFR 180.220) must not be made to parties listed
on the government wide exclusions in SAM, in accordance with the OMB
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),
parties debarred, suspended, or otherwise excluded by agencies, as well
as parties declared ineligible under statutory or regulatory authority other
than Executive Order 12549.
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Page 34 of 50
12.1.6. Byrd Anti-Lobbying Amendment (31 U.S.C. 1352). Contractors that
apply or bid for an award exceeding $100,000 must file the required
certification. Each tier certifies to the tier above that it will not and has
not used Federal appropriated funds to pay any person or organization for
influencing or attempting to influence an officer or employee of any
agency, a member of Congress, officer or employee of Congress, or an
employee of a member of Congress in connection with obtaining any
Federal Agreement, 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.
12.1.7. Never Contract with the Enemy (2 CFR 200.215). Federal awarding
agencies and recipients are subject to the regulations implementing
CFR part 183 affect covered Agreements, grants and cooperative
agreements that are expected to exceed $50,000 within the period of
performance, are performed outside the United States and its territories,
and are in support of a contingency operation in which members of the
Armed Forces are actively engaged in hostilities.
12.1.8. Prohibition on certain telecommunications and video surveillance
services or equipment (2 CFR 200.216). Grantee is prohibited from
obligating or expending loan or grant funds on certain telecommunications
and video surveillance services or equipment pursuant to 2 CFR 200.216.
12.1.9. Title VI of the Civil Rights Act. The Subgrantee, Contractor,
Subcontractor, transferee, and assignee shall comply with Title VI of the
Civil Rights Act of 1964, which prohibits recipients of federal financial
assistance from excluding from a program or activity, denying benefits of,
or otherwise discriminating against a person on the basis of race, color,
or national origin (42 U.S.C. § 2000d et seq.), as implemented by the
herein incorporated by reference and made a part of this Agreement (or
assistance, 42 U.S. C. § 2000d et seq., as implemented by the Department
incorporated by reference and made part of this Agreement or agreement .
13. CERTIFICATIONS.
13.1.
Exhibit E and submit to State Agency with signed grant agreement.
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13.2. Unless prohibited by Federal statutes or regulations, Prime 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 if Subrecipient 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 effort 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.
14. EXEMPTIONS.
14.1. These Federal Provisions do not apply to an individual who receives 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.
14.2. A Grantee 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.
15. EVENT OF DEFAULT AND TERMINATION.
15.1. Failure to comply with these Federal Provisions shall constitute an event of
default under the Grant and the State of Colorado may terminate the Grant
upon 30 days 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.
15.2. Termination (2 CFR 200.340). The Federal Award may be terminated in whole
or in part as follows:
15.2.1. By the Federal Awarding Agency or Pass-through Entity, if a Non-
Federal Entity fails to comply with the terms and conditions of a Federal
Award;
15.2.2. By the Federal awarding agency or Pass-through Entity, to the
greatest extent authorized by law, if an award no longer effectuates the
program goals or agency priorities;
15.2.3. By the Federal awarding agency or Pass-through Entity with the
consent of the Non-Federal Entity, in which case the two parties must
agree upon the termination conditions, including the effective date and,
in the case of partial termination, the portion to be terminated;
15.2.4. By the Non-Federal Entity upon sending to the Federal Awarding
Agency or Pass-through Entity written notification setting forth the
reasons for such termination, the effective date, and, in the case of
partial termination, the portion to be terminated. However, if the Federal
Awarding Agency or Pass-through Entity determines in the case of partial
termination that the reduced or modified portion of the Federal Award or
Subaward will not accomplish the purposes for which the Federal Award
was made, the Federal Awarding Agency or Pass-through Entity may
terminate the Federal Award in its entirety; or
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15.2.5. By the Federal Awarding Agency or Pass-through Entity pursuant to
termination provisions included in the Federal Award .
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EXHIBIT D, REQUIRED FEDERAL CONTRACT/AGREEMENT CLAUSES
Section 3(l) No Federal government obligations to third-parties by use of a disclaimer
No Federal/State Government Commitment or Liability to Third Parties. Except as the Federal
Government or CDOT expressly consents in writing, the Subrecipient agrees that:
(1) The Federal Government or CDOT does not and shall not have any commitment or liability related
to the Underlying Agreement, to any Third party Participant at any tier, or to any other person
or entity that is not a party (FTA, CDOT or the Subrecipient) to the underlying Agreement, and
(2) Notwithstanding that the Federal Government or CDOT may have concurred in or approved any
Solicitation or Third party Agreement at any tier that may affect the underlying Agreement, the
Federal Government and CDOT 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 (FTA, CDOT, or the
Subrecipient) to the underlying Agreement.
Section 4(f) Program fraud and false or fraudulent statements and related acts
False or Fraudulent Statements or Claims.
(1) Civil Fraud. The Subrecipient 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. § 3801 et seq., and U.S.
31.
(b) By executing the Agreement, the Subrecipient certifies and affirms to the Federal
Government the truthfulness and accuracy of any claim, statement, submission,
certification, assurance, affirmation, or representation that the Subrecipient provides to the
Federal Government and CDOT.
(c) The Federal Government and CDOT may impose the penalties of the Program Fraud Civil
Remedies Act of 1986, as amended, and other applicable penalties if the Subrecipient
presents, submits, or makes available any false, fictitious, or fraudulent information.
(2) Criminal Fraud. The Subrecipient acknowledges that 49 U.S.C. § 5323(l)(1) authorizes the Federal
Government to impose the penalties under 18 U.S.C. § 1001 if the Subrecipient 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 Subrecipient agrees that it will retain, and will require its Third party
Participants to retain, complete and readily accessible records related in whole or in part to the
underlying Agreement, including, but not limited to, data, documents, reports, statistics,
subagreements, leases, third party contracts, arrangements, other third party agreements of any
type, and supporting materials related to those records.
(b). Retention Period. The Subrecipient agrees to comply with the record retention requirements in the
applicable U.S. OT Common Rule. Records pertaining to its Award, the accompanying
underlyingAgreement, and any Amendments thereto must be retained from the day the underlying
Agreement was signed by the authorized FTA (or State) official through the course of the Award, the
accompanying Agreement, and any Amendments thereto until three years after the Subrecipient has
submitted its last or final expenditure report, and other pending matters are closed.
(c) Access to Recipient and Third party Participant Records. The Subrecipient agrees and assures that
each Subrecipient, if any, will agree to:
(1) Provide, and require its Third Party Participants 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 Transportati
authorized representatives, to the Comptroller General of the United States, and the Comptroller
Subrecipients,
(2) Permit those individuals listed above to inspect all work and materials related to its Award, and
to audit any information related to its Award under the control of the Subrecipient or Third party
Participant within books, records, accounts, or other locations, and
(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 Performance. The Subrecipient agrees to permit, and to require its Third party
Participants to permit, FTA and CDOT 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.
Contract Number: 26-HTR-ZL-00158 / PO: 491004157
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(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
Application of Federal, State, and Local Laws, Regulations, Requirements, and Guidance.
The Subrecipient 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
the FTA Authorized Official (or CDOT)
awards federal assistance to the Subrecipient 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 Subrecipient
or the accompanying Agreement, except as FTA determines otherwise in writing.
12 Civil Rights
(c) Nondiscrimination Title VI of the Civil Rights Act. The Subrecipient agrees to, and assures that
each Third party Participant, will:
(1) Prohibit discrimination on the basis of race, color, or national origin,
(2) Comply with:
(i) Title VI of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000d et seq.;
(ii) -Assisted Programs of the
Department of Transportation
49 CFR part 21; and
(iii) Federal transit law, specifically 49 U.S.C. § 5332; and
(3) Follow:
(i)
federal laws, regulations, requirements, and guidance;
(ii)
§ 50.3; and
(iii) All other applicable federal guidance that may be issued.
(d) Equal Employment Opportunity.
(1) Federal Requirements and Guidance. The Subrecipient agrees to, and assures that each Third
Party Participant will prohibit discrimination on the basis of race, color, religion, sex, sexual
orientation, gender identity, or national origin, and:
(i) Comply with Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e et
seq.;
(ii) Comply with Title I of the Americans with Disabilities Act of 1990, as amended, 42 U.S.C.
§§ 12101, et seq.;
(iii)
September 24, 1965 (42 U.S.C. § 2000e note), as amended by any later Executive Order
that amends or supersedes it in part and is applicable to federal assistance programs;
(iv) Comply with federal transit law, specifically 49 U.S.C. § 5332, as provided in section 12
of the Master Agreement;
(v)
(vi) Follow other federal guidance pertaining to EEO laws, regulations, and requirements.
(2). Specifics. The Subrecipient agrees to, and assures that each Third Party Participant will:
(i) Affirmative Action. Take affirmative action that includes, but is not limited to:
(A) Recruitment advertising, recruitment, and employment;
(B) Rates of pay and other forms of compensation;
(C) Selection for training, including apprenticeship, and upgrading; and
(D) Transfers, demotions, layoffs, and terminations; but
(ii) Indian Tribe. Recognize that Title VII of the Civil Rights Act of 1964, as amended, exempts
and
(3) Equal Employment Opportunity Requirements for Construction Activities. Comply, when
with:
(i)
(ii)
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.
Contract Number: 26-HTR-ZL-00158 / PO: 491004157
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(h) Nondiscrimination on the Basis of Disability. The Subrecipient agrees to comply with the following
federal prohibitions against discrimination on the basis of disability:
(1) Federal laws, including:
(i) 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;
(ii) 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:
(A) For FTA Recipients generally, Titles I, II, and III of the ADA apply; but
(B) For Indian Tribes, Titles II and III of the ADA apply, but Title I of the ADA does not
(iii) 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 individuals with
disabilities;
(iv) Federal transit law, specifically 49 U.S.C. § 5332, which now includes disability as a
prohibited basis for discrimination; and
(v) Other applicable federal laws, regulations, and requirements pertaining to access for
seniors or individuals with disabilities.
(2) Federal regulations and guidance, including:
(i)
49 CFR part 37;
(ii)
Activities Receiving or Benefiting from Federal
(iii) Joint U.S. Architectural and Transportation Barriers Compliance Board (U.S. ATBCB) and
(iv)
(v)
(vi)
(vii)
(viii)
CFR part 64, Subpart F;
(ix)
(x)
609;
(x)
(xi) Other applicable federal civil rights and nondiscrimination regulations and guidance.
Incorporation of FTA Terms 16.a.
(a) Federal Laws, Regulations, Requirements, and Guidance. The Subrecipient agrees:
(1) To comply with the requirements of 49 U.S.C. chapter 53 and other applicable federal laws,
regulations, and requirements in effect now orlater that affect its third party procurements;
(2) To comply with the applicable U.S. DOT Common Rules; and
(3)
requirements, and guidance.
Energy Conservation 26.j
(a) Energy Conservation. The Subrecipient agrees to, and assures that its Subrecipients, 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 perform an
energy assessment for any building constructed, reconstructed, or modified with federal
622, subpart C.
Contract Number: 26-HTR-ZL-00158 / PO: 491004157
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Applicable to Awards exceeding $10,000
Section 11. Right of the Federal Government to Terminate.
(a) Justification. After providing written notice to the Subrecipient, the Subrecipient agrees that the
Federal Government may suspend, suspend then terminate, or terminate all or any part of the federal
assistance for the Award if:
(1) The Subrecipient 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 Subrecipient has violated the terms of the Agreement, especially if that violation would
endanger substantial performance of the Agreement.
(b) Financial Implications. In general, termination of federal 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 may 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 Subrecipient has misused its federal assistance by failing to make adequate
progress, failing to make appropriate use of the Project property, or failing to comply with the
Agreement, and require the Subrecipient to refund the entire amount or a lesser amount, as the
Federal Government may determine including obligations properly incurred before the termination
date.
(c) Expiration of the Period of Performance. 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 of performance to assure that each Formula
receive FTA assistance to the extent FTA deems appropriate.
Applicable to Awards exceeding $25,000
From Section 4. Ethics.
(a) Debarment and Suspension. The Subrecipient agrees to the following:
(1) It will comply with the following requirements of 2 CFR part 180, subpart C, as adopted and
supplemented by U.S. DOT regulations at 2 CFR part 1200.
(2) 180.220
and 1200.220) with any Third Party Participant that is, or whose principal is, suspended,
debarred, or otherwise excluded from participating in covered transactions, except as
authorized by-
(i)
(ii) -wide Debarment
(iii) Other applicable federal laws, regulations, or requirements regarding participation with
debarred or suspended Subrecipients or Third Party Participants.
(3) Lists of Parties Excluded from
2 CFR part 1200.
(4) It will that its Third Party Agreements contain provisions necessary to flow down these
suspension and debarment provisions to all lower tier covered transactions.
(5) If the Subrecipient suspends, debars, or takes any similar action against a Third Party
Participant or individual, the Subrecipient will provide immediate written notice to the:
(i) FTA Regional Counsel for the Region in which the Subrecipient is located or implements
the underlying Agreement,
(ii) FTA Headquarters Manager that administers the Grant or Cooperative Agreement, or
(iii) FTA Chief Counsel.
Applicable to Awards exceeding the simplified acquisition threshold ($100,000-see Note)
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Note: Applicable when tangible property or construction will be acquired
Section 15. Preference for United States Products and Services.
Except as the Federal Government determines otherwise in writing, the Subrecipient agrees to
Buy America. The domestic preference procurement requirements of 49 U.S.C. § 5323(j), and FTA
§ 5323(j).
Section 39. Disputes, Breaches, Defaults, and Litigation.
(a) FTA Interest. FTA has a vested interest in the settlement of any violation of federal law,
regulation, or disagreement involving the Award, the accompanying underlying 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; Flow Down Requirement. If a current or prospective legal matter that may
affect the Federal Government emerges, the Subrecipient must promptly notify the FTA Chief
Counseland FTA Regional Counsel for the Region in which the Subrecipient is located. The
Subrecipient must include a similar notification requirement in its Third Party Agreements and
must require each Third Party Participant to include an equivalent provision in its subagreements
at every tier, for any agreement that is a according to 2 C.F.R. §§ 180.220
and 1200.220.
(1) 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
laws, regulations, and requirements.
(3) Additional Notice to U.S. DOT Inspector General. The Subrecipient 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 Subrecipient is located, if the Subrecipient has knowledge of potential
fraud, waste, or abuse occurring on a Project receiving assistance from FTA. The notification
provision applies if a person has or may have submitted a false claim under the False Claims
Act, 31 U.S.C. § 3729, et seq., or has or may have committed a criminal or civil violation of
law pertaining to such matters as fraud, conflict of interest, bid rigging, misappropriation or
embezzlement, bribery, gratuity, or similar misconduct involving federal assistance. This
responsibility occurs whether the Project is subject to this Agreement or another agreement
between the Subrecipient and FTA, or an agreement involving a principal, officer, employee,
agent, or Third Party Participant of the Subrecipient. It also applies to subcontractors at any
tier. Knowledge, as used in this paragraph, includes, but is not limited to, knowledge of a
criminal or civil investigation by a Federal, state, or local law enforcement or other
investigative agency, a criminal indictment or civil complaint, or probable cause that could
support a criminal indictment, or any other credible information in the possession of the
without change. This notification provision applies to all divisions of the Subrecipient,
including divisions tasked with law enforcement or investigatory functions.
(c) Federal Interest in Recovery. The Federal Government retains the right to a proportionate share
of any proceeds recovered from any third party, based on the percentage of the federal share
for the Agreement. Notwithstanding the preceding sentence, the Subrecipient 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
concurrence.
(d) Enforcement. The Subrecipient must pursue its legal rights and remedies available under any
third party agreement, or any federal, state, or local law or regulation.
Applicable to Awards exceeding $100,000 by Statute
From Section 4. Ethics.
a. Lobbying Restrictions. The Subrecipient agrees that neither it nor any Third Party Participant will
use federal assistance to influence any officer or employee of a federal agency, member of Congress
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Page 42 of 50
or an employee of a member of Congress, or officer or employee of Congress on matters that involve
the underlying Agreement, including any extension or modification, according to the following:
(1) Laws, Regulations, Requirements, and Guidance. This includes:
(i) The Byrd Anti-Lobbying Amendment, 31 U.S.C. § 1352, as amended;
(ii)
consistent with 31 U.S.C. § 1352, as amended; and
(iii) Other applicable federal laws, regulations, requirements, and guidance prohibiting the use
of federal assistance for any activity concerning legislation or appropriations designed to
influence the U.S. Congress or a state legislature; and
(2) Exception. If permitted by applicable federal law, regulations, requirements, or guidance, such
channels.
Section 26. Environmental Protections Clean Air and Clean Water
(d) Other Environmental Federal Laws. The Subrecipient 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 1972, 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.
Applicable with the Transfer of Property or Persons
Section 15. Preference for United States Products and Services.
Except as the Federal Government determines otherwise in writing, the Subrecipient agrees to
(a) Buy America. The domestic preference procurement requirements of 49 U.S.C. § 5323(j), and
U.S.C. § 5323(j);
(c) Cargo Preference. Preference Use of United States-Flag Vessels. The shipping requirements of
U.S.-Flag
(d) Fly America. The air transportation 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.
41 CFR §§ 301-10.131 301-10.143.
Applicable to Construction Activities
Section 24. Employee Protections.
a. Awards Involving Construction. The Subrecipient agrees to comply and assures that each Third Party
Participant 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 underlying Agreement, including the:
(1) Prevailing Wage Requirements of:
(i) -
(ii) The Davis-Bacon Act, 40 U.S.C. §§ 3141 3144, 3146, and 3147; and
(iii)
Federally Financed and Assisted Construction (also Labor Standards Provisions Applicable to
Nonconstruction Contracts Subject to the Contract Work Hours and Safety St
29 CFR part 5.
(2) Wage and Hour Requirements of:
(i) 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
(ii)
Financed and Assisted Construction (also Labor Standards Provisions Applicable to
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Page 43 of 50
29 CFR part 5.
(3) -
(i) -
(ii) -
(iii)
(4) Construction Site Safety of:
(i) 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 seq.; and
(ii)
From Section 16
(n) Bonding. The Subrecipient agrees to comply with the following bonding requirements and restrictions
as provided in federal regulations and guidance:
(1) Construction. As provided in federal regulations and modified by FTA guidance, for each Project
or related activities implementing the Agreement that involve 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 Subrecipient will not impose excessive bonding and
will follow FTA guidance.
From Section 23
(b) Seismic Safety. The Subrecipient agrees to comply with the Earthquake Hazards Reduction Act of
41, specifically, 49 CFR § 41.117.
Section 12 Civil Rights D(3)
Equal Employment Opportunity Requirements for Construction Activities. Comply, when undertaking
with:
(i.)
(ii)
24, 1965, 42 U.S.C. § 2000e note (30 Fed. Reg. 12319, 12935), as amended by any later Executive
Order that amends or supersedes it, referenced in 42 U.S.C. § 2000e note.
Applicable to Nonconstruction Activities
From Section 24. Employee Protections
(b) Awards Not Involving Construction. The Subrecipient agrees to comply and assures that each Third
Party Participant 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,
Contracts Covering Federally Financed and Assisted Construction (also Labor Standards Provisions
Applicable to Nonconstruction Contracts Subject to the Contract Work Hours and Safety Standards
5.
Applicable to Transit Operations
a. Public Transportation Employee Protective Arrangements. As a condition of award of federal
assistance appropriated or made available for FTA programs involving public transportation
operations, the Subrecipient agrees to comply and assures that each Third Party Participant will
comply with the following employee protective arrangements of 49 U.S.C. § 5333(b):
(1) 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)(1), 5323(b),
Contract Number: 26-HTR-ZL-00158 / PO: 491004157
Page 44 of 50
5323(d), 5328, 5337, 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 arrangements before FTA may provide federal
assistance for that Award. The Subrecipient agrees that the certification issued by U.S. DOL
is a condition of the underlying Agreement and that the Subrecipient must comply with its
terms and conditions.
(2) Special Warranty. 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 Warranty for its Award, including its Award of federal assistance
under the Tribal Transit Program. The Subrecipient agrees that its U.S. DOL Special Warranty
is a condition of the underlying Agreement and the Subrecipient must comply with its terms
and conditions.
(3) Special Arrangements for Agreements for Federal Assistance Authorized under 49 U.S.C. §
5310. The Subrecipient agrees, and assures that any Third Party Participant providing public
transportation operations will agree, that although pursuant to 49 U.S.C. § 5310, and former
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
disabilities, FTA reserves the right to make case-by- case determinations of the applicability
of 49 U.S.C. § 5333(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
Charter Service regulations, federal requirements, or federal guidance.
(b)
regulations, FTA has established the following additional exceptions to those restrictions:
(1)
assistance appropriated or made available for 49 U.S.C. § 5307 to support a Job Access and
Reverse Commute (JARC)-type Project or related activities that would have been eligible for
assistance under repealed 49 U.S.C. § 5316 in effect in Fiscal Year 2012 or a previous fiscal year,
provided that the Subrecipient uses that federal assistance for FTA program purposes only, and
(2)
federal assistance appropriated or made available for 49 U.S.C. § 5310 to support a New Freedom-
type 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 previous fiscal year, provided the
Subrecipient uses that federal assistance for program purposes only.
(c)
Service regulations, FTA may require corrective measures and remedies, including withholding an
amount of
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 Subrecipient 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 permitted
egulations, federal
requirements, or applicable federal guidance.
(b) Violations. If a Subrecipient or any Third Party Participant has operated school bus service in violation
Party Participant to take such remedial measures as FTA considers appropriate, or bar the
Subrecipient or Third Party Participant from receiving federal transit assistance.
From Section 35 Substance Abuse
c. Alcohol Misuse and Prohibited Drug Use.
(1) Requirements. The Subrecipient agrees to comply and assures that its Third Party Participants
will comply with:
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(i) Federal transit laws, specifically 49 U.S.C. § 5331;
(ii)
(iii)
(2) Remedies for Non-Compliance. The Subrecipient agrees that if FTA determines that the
Subrecipient or a Third Party Participant receiving federal assistance under 49 U.S.C. chapter 53
is not in compliance with 49 CFR part 655, the Federal Transit Administrator may bar that
Subrecipient 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 Subrecipient agrees that:
(1) Depending on the nature of the Agreement, the Federal Government may acquire patent rights
when the Subrecipient or Third Party Participant produces a patented or patentable invention,
improvement, or discovery;
(2)
or reduced to practice with federal assistance provided through the underlying 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, the Subrecipient will notify FTA immediately and
provide a detailed report satisfactory to FTA.
b. Federal Rights. The Subrecipient agrees that:
(1) Its rights and responsibilities, and each Third Party
that federally assisted invention, improvement, or discovery will be determined as provided in
applicable federal laws, regulations, requirements, and guidance, including any 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
to FTA, as specified in 35 U.S.C. § 200 et seq., and U.S. Department of Commerce regulations,
by Nonprofit Organizations and Small Business Firms Under
401.
c. License Fees and Royalties. Consistent with the applicable U.S. DOT Common Rules, the Subrecipient
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)
whether or not copyrighted, and that is delivered or specified to be delivered as required by the
standards, specifications, engineering drawings and associated lists, process sheets, manuals,
technical reports, catalog item identifications, and related information, but do not include financial
reports, cost analyses, or other similar information used for performance or administration of the
underlying Agreement.
(b) General Federal Restrictions. The following restrictions apply to all subject data first produced in
the performance of the Agreement:
(1) Prohibitions. The Subrecipient may 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
own internal use, an institution of higher learning, the portion of subject data that the Federal
Government has previously released or approved for release to the public, or the portion of data
(c) Federal Rights in Data and Copyrights. The Subrecipient agrees that:
(1) General -
free, non-
Government to reproduce, publish, or otherwise use the subject data or permit other entities or
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individuals to use the subject data provided those actions are taken for Federal Government
purposes, and
(2) U.S. DOT Public Access Plan Copyright License. The Subrecipient grants to U.S. DOT a
worldwide, non-exclusive, non-transferable, paid-up, royalty-free 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 Subrecipient 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 over any other claim
of exclusive copyright to the same.
(d) Special Federal Rights in Data for Research, Development, Demonstration, Deployment, Technical
Assistance, and Special Studies Programs
for a research, development, demonstration, deployment, technical assistance, or special studies
program is to increase transportation knowledge, rather than limit the benefits of the Award to the
Subrecipient and its Third Party Participants. Therefore, the Subrecipient agrees that:
(1) Publicly Available Report . When an Award providing 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 available for publication on the Internet.
(2) Other Reports. It must provide other reports related to the Award that FTA may request.
(3) Availability of Subject Data. FTA may make available its copyright license to the subject data,
and a copy of the subject data to any FTA Recipient or any Third Party Participant at any tier,
except as the Federal Government determines otherwise in writing.
(4) Identification of Information. It must identify clearly any specific confidential, privileged, or
proprietary information submitted to FTA.
(5) Incomplete. If the Award is not completed for any reason whatsoever, all data developed with
Government may direct.
(6) Exception. This section does not apply to an adaptation of any automatic data processing
program assistance.
(e) License Fees and Royalties. Consistent with the applicable U.S. DOT Common Rules, the Subrecipient
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 federal applicable requirements.
(f) Hold Harmless. Upon request by the Federal Government, the Subrecipient agrees that if it
intentionally violates any proprietary rights, copyrights, 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 will indemnify, save, and hold harmless against any liability,
within the scope of their official duties. The Subrecipient will 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))
pertaining 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 Support. The Subrecipient agrees that in certain
circumstances it may need to provide to FTA data developed without any federal assistance or
support. Nevertheless, this section generally does not apply to data developed without federal
assistance, even though that data may have been used in connection with the Award. The
Subrecipient agrees that the Federal Government will not be able to protect data developed without
federal assistance from unauthorized dis
(i) Requirements to Release Data. The Subrecipient understands and agrees that the Federal
Government may be required to release data and information the Subrecipient submits to the Federal
Government as required under:
(1). The Freedom of Information Act (FOIA), 5 U.S.C. § 552,
(2) The U.S. DOT Common Rules,
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(3) U.S. DOT Public Access Plan, which provides that the Subrecipient agrees to satisfy the reporting
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 Res
and complete submission of all required publications and associated digital data sets as such
terms are defined in the DOT Public Access plan. Additional information about how to comply
with the requirements can be found at: http://ntl.bts.gov/publicaccess/howtocomply.html, 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. To the extent authorized by applicable federal laws, regulations,
or requirements, the Subrecipient agrees to facilitate, and assures that each Third Party Participant
will facilitate, participation by small business concerns owned and controlled by socially and
(DBEs), in the Agreement as follows:
(1) Statutory and Regulatory Requirements. The Subrecipient agrees to comply with:
(i) Section 11101(e) of IIJA;
(ii)
(iii) Federal transit law, specifically 49 U.S.C. § 5332, as provided in section 12 of this Master
Agreement.
(2) DBE Program Requirements. A Subrecipient that receives planning, capital and/or operating
assistance and that will award prime third party contracts exceeding $250,000 the requirements
of 49 CFR part 26.
(3) Special Requirements for a Transit Vehicle Manufacturer (TVM). The Subrecipient agrees that:
(i) TVM Certification. Each TVM, as a condition of being authorized to bid or propose on FTA-
assisted transit vehicle procurements, must certify that it has complied with the
requirements of 49 CFR part 26; and
(ii) Reporting TVM Awards. Within 30 days of any third party contract award for a vehicle
purchase, the Subrecipient must submit to FTA the name of the TVM contractor and the total
dollar value of the third party contract, and notify FTA that this information has been
attached to
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 CFR § 26.13(a):
(i) Recipient Assurance. The Subrecipient agrees and assures that:
(A) It must not discriminate on the basis of race, color, national origin, or sex in the award
and performance of any FTA or U.S. DOT-assisted contract, or in the administration of
its DBE program or the requirements of 49 CFR part 26;
(B) It must take all necessary and reasonable steps under 49 CFR part 26 to ensure
nondiscrimination in the award and administration of U.S. DOT-assisted contracts;
(C) Its DBE program, as required under 49 CFR part 26 and as approved by U.S. DOT, is
incorporated by reference and made part of the Underlying Agreement; and
(D) Implementation of its DBE program approved by U.S. DOT is a legal obligation and failure
to carry out its terms shall be treated as a violation of this Master Agreement.
(ii) Subrecipient/Third Party Contractor/Third Party Subcontractor Assurance. The Subrecipient
agrees and assures that it will include the following assurance in each subagreement and
third party contract it signs with a Subrecipient or Third Party Contractor and agrees to
obtain the agreement of each of its Subrecipients, Third Party Contractors, and Third Party
Subcontractors to include the following assurance in every subagreement and third party
contract it signs:
(A) The Subrecipient, each Third Party Contractor, and each Third Party Subcontractor must
not discriminate on the basis of race, color, national origin, or sex in the award and
performance of any FTA 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 CFR part 26;
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(B) The Subrecipient, each Third Party Contractor, and each Third Party Subcontractor must
take all necessary and reasonable steps under 49 CFR part 26 to ensure nondiscrimination
in the award and administration of U.S. DOT-assisted subagreements, third party
contracts, and third party subcontracts, as applicable;
(C) Failure by the Subrecipient and any of its Third Party Contractors or Third Party
Subcontractors to carry out the requirements of subparagraph 12.e(4)(b) (of FTA MA(23))
is a material breach of their subagreement, third party contract, or third party
subcontract, as applicable; and
(D) The following remedies, or such other remedy as the Subrecipient deems appropriate,
include, but are not limited to, withholding monthly progress payments; assessing
sanctions; liquidated damages; and/or disqualifying the Subrecipient, Third Party
Contractor, or Third Party Subcontractor from future bidding as non-responsible.
(5) Remedies. Upon notification to the Subrecipient of its failure to carry out its approved program,
FTA or U.S. DOT may impose sanctions as provided for under 49 CFR part 26, and, in appropriate
cases, refer the matter for enforcement under either or both 18 U.S.C. § 1001, and/or the
Program Fraud Civil Remedies Act of 1986, 31 U.S.C. § 3801 et seq.
From Section 12. Civil Rights.
(h) Nondiscrimination on the Basis of Disability. The Subrecipient agrees to comply with the following
federal prohibitions against discrimination on the basis of disability:
(1) Federal laws, including:
(i) 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;
(ii) 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:
(A) For FTA Recipients generally, Titles I, II, and III of the ADA apply,;but
(B) For Indian Tribes, Titles II and III of the ADA apply, but Title I of the ADA does not
(iii) 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 individuals with
disabilities;
(iv) Federal transit law, specifically 49 U.S.C. § 5332, which now includes disability as a
prohibited basis for discrimination; and
(v) Other applicable federal laws, regulations, and requirements pertaining to access for
seniors or individuals with disabilities.
(2) Federal regulations and guidance, including:
(i)
49 CFR part 37;
(ii)
(iii) Joint U.S. Architectural and Transportation Barriers Compliance Board (U.S. ATBCB) and
(iv)
(v)
(vi)
(vii)
(viii)
47 CFR part 64, Subpart F;
(ix)
(x)
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(xi)
(xii) Other applicable federal civil rights and nondiscrimination regulations and
guidance.
Section 16. Procurement.
(a) Federal Laws, Regulations, Requirements, and Guidance. The Subrecipient agrees:
(1) 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)
requirements, and guidance.
State Requirements
Section 37. Special Notification Requirements for States.
(a) Types of Information. To the extent required under federal law, the State, agrees to provide the
following information about federal assistance awarded for its State Program, Project, or related
activities:
(1) The Identification of FTA as the federal agency providing 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 FTA has provided for a State Program or Project.
(b) Documents. The State agrees to provide the information required under this provision in
the following documents: (1) applications for federal assistance, (2) requests for
proposals, or solicitations, (3) forms, (4) notifications, (5) press releases, and (6) other
publications.
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EXHIBIT E, VERIFICATION OF PAYMENT
This checklist is to assist the Subrecipient in preparation of its billing packets to State.
This checklist is provided as guidance and is subject to change by State. State shall
provide notice of any such changes to Subrecipient. All items may not apply to your
well organized and complete billing packet helps to expedite payment.
Verification of Payment
General Ledger Report must have the following:
Identify check number or EFT number;
If no check number is available, submit Accounts Payable Distribution report
with the General Ledger;
In-Kind (must be pre-approved by State) and/or cash match;
Date of the report;
Accounting period;
Current period transactions; and
Account coding for all incurred expenditures.
If no General Ledger Report, all of the following are acceptable:
copies of checks;
check registers; and
paycheck stub showing payment number, the amount paid, the check
number or electronic funds transfer (EFT), and the date paid.
State needs to ensure that expenditures incurred by the local agencies have been
paid by Party before State is invoiced by Party.
Payment amounts should match the amount requested on the reimbursement.
Additional explanation and documentation is required for any variances.
In-Kind or Cash Match If an entity wishes to use these types of match, they must
be approved by State 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
statement of work attached to the Agreement or purchase order. FTA does not
require pre-approval of in-kind or cash match, but State does.
General ledger must also show the in-kind and/or cash match.
Indirect costs If an entity wishes to use indirect costs, the rate must be approved
by State prior to applying it to the reimbursements.
If indirect costs are being requested, an approved indirect letter from State or
your cognizant agency for indirect costs, as defined in 2 CCR §200. 19, 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.
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 the cognizant agency for indirect costs, as
defined in 2 CCR §200. 19, that verifies fringe benefit, or
Submit the following fringe benefit rate proposal package to State Audit Division:
Copy of Financial Statement;
Personnel Cost Worksheet;
State of Employee Benefits; and
Cost Policy Statement.