HomeMy WebLinkAbout2019-06 IGA with CDOT for Purchase Zero-Emission and Low Emission Transit Buses RESOLUTION NO. 6
SERIES OF 2019
A RESOLUTION APPROVING AN INTERGOVERNMENTAL AGREEMENT
BETWEEN THE TOWN OF VAIL AND COLORADO DEPARTMENT OF
TRANSPORTATION FOR A GRANT TO PURCHASE ZERO-EMISSION AND
LOW-EMISSION TRANSIT BUSES
WHEREAS,the Town has received a grant from the Colorado Department of Transportation
("CDOT") for the purchase of one Electric Replacement Bus;
WHEREAS,the Town and CDOT wish to enter into an Intergovernmental Agreement(the
"IGA")outlining the terms and conditions of the grant; and
WHEREAS,the Council's approval of this Resolution is required to enter into the IGA.
NOW, THEREFORE, BE IT RESOLVED BY TOWN COUNCIL FOR THE TOWN OF
VAIL, STATE OF COLORADO:
Section 1. The Council hereby approves the IGA and authorizes the Town Manager to
enter into the IGA in substantially the same form as attached hereto as Exhibit A and in a form
approved by the Town Attorney.
Section 2. This Resolution shall take effect immediately upon its passage.
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Resolution No.6,Series of 2019
CDOT-Division of Transit and Rail
SAP PO#:491001842
Routing#: 19-HTR-ZL-00148
DUNS#:075753293
STATE OF COLORADO
Colorado Department of Transportation
Division of Transit and Rail
FTA Section 5339(c.) Grant Agreement
with
TOWN OF VAIL
TABLE OF CONTENTS
1. PARTIES 1
2. EFFECTIVE DATE AND NOTICE OF NONLIABILITY 1
3. RECITALS 2
4. DEFINITIONS 2
5. TERM 4
6. STATEMENT OF WORK/CONTRACT OBJECTIVE PLAN 4
7. PAYMENTS TO GRANTEE 5
8. REPORTING-NOTIFICATION 6
9. GRANTEE RECORDS 7
10. CONFIDENTIAL INFORMATION-STATE RECORDS 8
11. CONFLICTS OF INTEREST 8
12. REPRESENTATIONS AND WARRANTIES 9
13. INSURANCE 9
14. BREACH 10
15. REMEDIES 11
16. NOTICES and REPRESENTATIVES 13
17. RIGHTS IN DATA,DOCUMENTS,AND COMPUTER SOFTWARE 13
18. GOVERNMENTAL IMMUNITY 13
19. STATEWIDE CONTRACT MANAGEMENT SYSTEM 13
20. GENERAL PROVISIONS 14
21. COLORADO SPECIAL PROVISIONS 16
22. SIGNATURE PAGE 18
23. EXHIBIT A 19
24. EXHIBIT B 24
25. EXHIBIT C 25
26. EXHIBIT D 29
27. EXHIBIT E 34
1. PARTIES
This Grant("Grant")is entered into by and between TOWN OF VAIL("Grantee"),and the STATE OF
COLORADO acting by and through the Colorado Department of Transportation,Division of Transit and Rail
("State"or"CDOT").Grantee and the State hereby agree to the following terms and conditions.
2. EFFECTIVE DATE AND NOTICE OF NONLIABILITY
This Grant shall not be effective or enforceable until it is approved and signed by the Colorado State Controller
or designee("Effective Date").Except as provided in Section 7(B)(ii),the State shall not be liable to pay or
reimburse Grantee for any performance hereunder,including,but not limited to costs or expenses incurred,or
be bound by any provision hereof prior to the Effective Date.
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3. RECITALS
A. Authority,Appropriation,and Approval
Authority to enter into this Grant 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)as amended,and funds have been budgeted,appropriated and otherwise made available
pursuant to the FAST ACT,MAP-21,SAFETEA_LU,23 USC§104 and 23 USC§149 and a sufficient
unencumbered balance thereof remains available for payment.Required approvals,clearance and
coordination have been accomplished from and with appropriate agencies.
B. Consideration
The Parties acknowledge that the mutual promises and covenants contained herein and other good and
valuable consideration are sufficient and adequate to support this Grant.
C. Purpose
In accordance with 49 USC §5339(c.),the purpose of this Grant is to provide funding to state and local
governmental authorities for the purchase or lease of zero-emission and low-emission transit buses as well
as acquisition,construction,and leasing of required supporting facilities.The work to be completed under
this Grant by the Grantee is more specifically described in Exhibit A.
D. References
All references in this Grant to sections(whether spelled out or using the§ symbol),subsections,exhibits or
other attachments,are references to sections,subsections,exhibits or other attachments contained herein or
incorporated as a part hereof,unless otherwise noted.
4. DEFINITIONS
The following terms as used herein shall be construed and interpreted as follows:
A. Budget
"Budget"means the budget for the Work described in Exhibit A.
B. Evaluation
"Evaluation"means the process of examining Grantee's Work and rating it based on criteria established in
§6 and Exhibits A,B,C,D,and E.
C. Exhibits and other Attachments
The following are attached hereto and incorporated by reference herein: Exhibit A(Scope of Work and
Budget),Exhibit B(Verification of Payment),Exhibit C(Supplemental Federal Provisions for Federally
Funded Contracts,Grants,and Purchase Orders-FFATA),Exhibit D(Supplemental Federal Provisions for
Federal Awards)and Exhibit E(Required Third Party Contract/Agreement Clauses).
D. Federal Funds
"Federal Funds"means the funds provided by the Federal Transit Administration("FTA")to fund
performance of the work.
E. Goods
"Goods"means tangible material acquired,produced,or delivered by Grantee either separately or in
conjunction with the Services Grantee renders hereunder.
F. Grant
"Grant"means this Grant,its terms and conditions,attached exhibits,documents incorporated by reference
under the terms of this Grant,and any future modifying agreements,exhibits,attachments or references
incorporated herein.
G. Grant Funds
"Grant Funds"means available funds payable by the State to Grantee pursuant to this Grant.
H. Grantee
"Grantee"for the purposes of this Grant means the Grantee named in Section 1.
I. Local Funds
"Local Funds"means funds provided by any city,county,or entity(public or private)for performance of
the Work and includes in-kind contribution.
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J. Master Agreement
"Master Agreement"means the FTA document incorporated by reference and made part of FTA's standard
terms and conditions governing the administration of a project supported with federal assistance awarded
by FTA.
K. Other than Urbanized(Non-urbanized)Area
"Other than Urbanized(Nonurbanized)Area"means any area outside of an urbanized area.The term
"nonurbanized area"includes Rural Areas and urban areas under 50,000 in population not included in an
Urbanized Area.
L. Party or Parties
"Party"means the State or Grantee and"Parties"means both the State and Grantee.
M. Project
"Project"means Work identified in Exhibit A.
N. Public Transportation
"Public Transportation"for purposes of the federal transit program,has the same meaning as"transit,"and
"mass transportation,"and:
(1) Includes transportation by a conveyance that provides regular and continuing:
a. General transportation to the public,or
b. Special transportation to the public,but
(2) Does not include:
a. School bus transportation,
b. Charter transportation
c. Sightseeing transportation,
d. Intercity bus transportation,or
e. Intercity passenger rail transportation provided by Amtrak or a successor to the entity
described in 49 USC chapter 243(Amtrak).
O. Review
"Review"means examining Grantee's Work to ensure that it is adequate,accurate,correct and in
accordance with the criteria established in§6,§19 and Exhibit A.
P. Rural Area
"Rural Area"means an area with low population and density outside the boundaries of an urban area.
However,the term"rural"is commonly used to refer to all areas other than urbanized areas and is so used
in this Grant.
Q. Services
"Services"means the required services to be performed by Grantee pursuant to this Grant.
R. Subgrantee
"Subgrantee"means third-parties,if any,engaged by Grantee to aid in performance of its obligations.
S. Third Party Participant
"Third Party Participant"means,unless FTA determines otherwise in writing,all participants in the
Grantee's Project that are not CDOT or FTA,such as:
1. Subgrantees,
2. Lessees,
3. Third party contractors,
4. Third party subcontractors,and
5. Other participants in the Grantee's Project.
T. Urban Area
"Urban Area"means an area that includes a municipality or other built-up place that the Secretary of
Commerce,after considering local patterns and trends of urban growth,decides is appropriate for a local
public transportation system to serve individuals in a locality.
U. Urbanized Area
"Urbanized Area"means an area encompassing a population of not less than 50,000 people that has been
defined and designated in the most recent decennial census as an"urbanized area"by the Secretary of
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Commerce."Small urbanized areas"as used in the context of FTA formula grant programs are urbanized
areas with a population of at least 50,000 but less than 200,000.
V. Work
"Work"means the tasks and activities Grantee is required to perform to fulfill its obligations under this
Grant and Exhibit A,including the performance of the Services and delivery of the Goods.
W. Work Product/Deliverable
"Work Product"or"Deliverable"means the tangible or intangible results of Grantee's Work,including,but
not limited to,software,research,reports,studies,data,photographs,negatives or other finished or
unfinished documents,drawings,models,surveys,maps,materials,or work product of any type,including
drafts.
5. TERM
A. Initial Term-Work Commencement
This Agreement shall commence on the Effective Date,and funds shall be expended by March 31,2021
(the"End Date")as detailed under the Project Schedule in Exhibit:A. If the Work shall be performed in
multiple phases,the period of performance start and end date of each phase is detailed under the Project
Schedule in Exhibit A. This Grant shall terminate on March 31,2021 unless sooner terminated or further
extended as specified elsewhere herein.
B. Two Month Extension
The State,at its sole discretion upon written notice to Grantee as provided in§16,may unilaterally extend
the term of this Grant for a period not to exceed two months if the Parties are negotiating a replacement
Grant(and not merely seeking a term extension)at or near the end of any intial term or any extension
thereof.The provisions of this Grant in effect when such notice is given,including,but not limited to
prices,rates,and delivery requirements,shall remain in effect during the two month extension.The two-
month extension shall immediately terminate when and if a replacement Grant is approved and signed by
the Colorado State Controller.
6. STATEMENT OF WORK/CONTRACT OBJECTIVE PLAN
A. Completion
Grantee shall complete the Work and its other obligations as described herein and in Exhibit A on or
before March 31,2021.Except as provided in§7(B)(ii),the State shall not be liable to compensate Grantee
for any Work performed prior to the Effective Date or after the termination of this Grant.
B. Goods and Services
Grantee shall procure Goods and Services necessary to complete the Work.Such procurement shall be
accomplished using the Grant Funds and shall not increase the maximum amount payable hereunder by the
State.
C. Employees
All persons employed by Grantee or Subgrantee(s)shall be considered Grantee's or Subgrantee's
employee(s)for all purposes hereunder and shall not be employees of the State for any purpose as a result
of this Grant.
D. Federal Laws,Rules and Regulations
If the Grant Funds involves federal funding,Grantee understands and agrees that federal laws,rules and
regulations will control the Work and its implementation.Unless a written waiver is granted,Grantee
agrees to comply with all required federal laws,rules and regulations applicable to the Work,in addition to
all State requirements.
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7. PAYMENTS TO GRANTEE
The State shall,in accordance with the provisions of this§7,pay Grantee in the following amounts and using
the methods set forth below:
A. Maximum Amount
The maximum amount payable under this Grant to Grantee by the State is$525,288.00,as determined by
the State from available funds.Grantee agrees to provide any additional funds required for the successful
completion of the Work.Payments to Grantee are limited to the unpaid obligated balance of the Grant as
set forth in Exhibit A.
B. Payment
i. Matching Funds
The Subrecipient shall provide matching funds as provided in§7 and Exhibit A. Subrecipient shall
have raised the full amount of matching funds prior to the Effective Date and shall report to the State
regarding the status of such funds upon request. The Subrecipient's obligation to pay all or any 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 the
Subrecipient and paid into the Subrecipient's treasury or bank account.
The Subrecipient represents to the State that the amount designated"Subrecipient's Matching
Funds"in Exhibit A has been legally appropriated for the purposes of this Agreement by its
authorized representatives and paid into its treasury or bank account. The Subrecipient does not by
this Agreement irrevocably pledge present cash reserves for payments in future fiscal years,and this
Agreement is not intended to create a multiple-fiscal year debt of the Subrecipient. The Subrecipient
shall not pay or be liable for any claimed interest,late charges,fees,taxes or penalties of any nature,
except as required by the Local Agency's laws or policies.
ii. Retroactive Payments
The State shall pay Grantee for costs or expenses incurred or performance by the Grantee prior to the
Effective Date,only if(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 Grantee.Any such
retroactive payments shall comply with State Fiscal Rules and be made in accordance with the
provisions of this Grant or such Exhibit.Grantee shall initiate any payment request by submitting
invoices to the State in the form and manner set forth and approved by the State.As authorized by
the FTA,such Grantee share(local funds)may include costs or expenses incurred or performance by
the Grantee prior to the Effective Date.
iii. Reimbursement of Subrecipient Costs
The State shall reimburse the Subrecipient's allowable costs,not exceeding the maximum total
amount described in Exhibit A and§7. The State shall reimburse the Subrecipient for the federal
share of properly documented allowable costs related to the Work after review and approval thereof,
subject to the provisions of this Agreement and Exhibit A. However,any costs incurred by the
Subrecipient prior to the Effective Date shall not be reimbursed absent specific allowance of
preaward costs and indication that the Federal Award funding is retroactive. Allowable costs shall
be:
a) Reasonable and Necessary
Reasonable and necessary to accomplish the Work and for the Goods and
Services provided.
b) Net Cost
Actual net cost to the Subrecipient(i.e.the price paid minus any items of
value received by the Subrecipient that reduce the cost actually incurred).
iv. Available Funds-Contingency-Termination
The State is prohibited by law from making fiscal commitments beyond the term of the State's
current fiscal year.Therefore,Grantee's compensation is contingent upon the continuing availability
of State appropriations as provided in the Colorado Special Provisions,set forth below.If federal
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funds are used with this Grant in whole or in part,the State's performance hereunder is contingent
upon the continuing availability of such funds.Payments pursuant to this Grant shall be made only
from available funds encumbered for this Grant and the State's liability for such payments shall be
limited to the amount remaining of such encumbered funds.If State or federal funds are not
appropriated,or otherwise become unavailable to fund this Grant,the State may immediately
terminate this Grant in whole or in part without further liability in accordance with the provisions
herein.
v. Invoicing
Any advance payment allowed under this Grant shall comply with State Fiscal Rules and be made in
accordance with the provisions of this Grant.Grantee shall initiate any payment requests by
submitting invoices to the State in the form and manner set forth and approved by the State.
vi. Interest
The State shall fully pay each invoice within 45 days of receipt thereof if the amount invoiced
represents performance by Grantee previously accepted by the State.Uncontested amounts not paid
by the State within 45 days may,if Grantee so requests,bear interest on the unpaid balance
beginning on the 46th day at a rate not to exceed one percent per month until paid in full;provided,
however,that interest shall not accrue on unpaid amounts that are subject to a good faith dispute.
Grantee shall invoice the State separately for accrued interest on delinquent amounts.The billing
shall reference the delinquent payment,the number of day's interest to be paid and the interest rate.
vii. Closeout
The Subrecipient shall close out this Grant within 90 days after the End Date. Grant close out entails
submission to the State by the Subrecipient of all documentation defined as a Deliverable in this
Agreement,and Subrecipient's final reimbursement request. The State shall withhold 5%of the
allowable costs until all final project documentation has been submitted and accepted by State as
substantially complete. If the project has not been closed by[Federal awarding agency]within 1
year and 90 days after the End Date due to Subrecipient's failure to submit required documentation
that the State has requested from the Subrecipient,then the Subrecipient may be prohibited from
applying for new Federal Awards through the State until such documentation has been submitted and
accepted.
viii.Erroneous Payments
The closeout of a federal award does not affect the right of[Federal Awarding Agency]or[PTE]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.
8. REPORTING-NOTIFICATION
Reports,Evaluations,and Reviews required under this§8 shall be in accordance with the procedures of and in
such form as prescribed by the State,if applicable.
A. Performance,Progress,Personnel,and Funds
State shall submit a report to the Grantee upon expiration or sooner termination of this Grant,containing an
Evaluation and Review of Grantee's performance and the final status of Grantee's obligations hereunder.In
addition,Grantee shall comply with all reporting requirements,if any,set forth in the Manual and/or
Exhibits A,C,D,and E.
B. Litigation Reporting
Within 10 days after being served with any pleading in a legal action filed with a court or administrative
agency,related to this Grant or which may affect Grantee's ability to perform its obligations hereunder,
Grantee shall notify the State of such action and deliver copies of such pleadings to the State's principal
representative as identified herein.If the State's principal representative is not then serving,such notice and
copies shall be delivered to the Executive Director of CDOT.
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C. Noncompliance
Grantee's failure to provide reports and notify the State in a timely manner in accordance with this§8 may
result in the delay of payment of funds and/or termination as provided under this Grant.
D. Subgrants
Copies of any and all subgrants entered into by Grantee to perform its obligations hereunder shall be
submitted to the State or its principal representative upon request by the State.Any and all subgrants
entered into by Grantee related to its performance hereunder shall comply with all applicable federal and
State laws and shall provide that such subgrants be governed by the laws of the State of Colorado.
E. Performance and Final Status
Party shall submit,all financial,performance,and other reports to State no later than 90 calendar days after
the End Date or sooner termination of this Agreement containing an Evaluation and Review of
Subrecipient's performance and the final status of Subrecipient's obligations hereunder.
F. Violations Reporting
Subrecipient must disclose,in a timely manner,in writing to the State and to the Federal Awarding Agency
responsible for issuance of the Federal Award,all violations of Federal or State criminal law involving
fraud,bribery,or gratuity violations potentially affecting the Grant. Penalties for noncompliance may
include suspension or debarment(2 CFR Part 180 and 31 U.S.C.3321).
9. GRANTEE RECORDS
Grantee shall make,keep,maintain and allow inspection and monitoring of the following records:
A. Maintenance
Grantee shall make,keep,maintain,and allow inspection and monitoring by the State of a complete file of
all records,documents,communications,notes and other written materials,electronic media files,and
communications,pertaining in any manner to the Work or the delivery of Services(including,but not
limited to the operation of programs)or Goods hereunder. Grantee shall maintain such records(the Record
Retention Period)for a period of three years following the date of submission to the State of the final
expenditure report,or if this Grant is renewed quarterly or annually,from the date of the submission of
each quarterly or annual report,respectively. If any litigation,claim,or audit related to the Grant starts
before expiration of the Record Retention Period,the Record Retention Period shall extend until all
litigation,claims,or audit findings have been resolved and final action taken by the State or Federal
Awarding Agency. The Federal Awarding Agency,a cognizant agency for audit,oversight or indirect
costs,and the State may notify Grantee in writing that the Record Retention Period shall be extended. For
records for real property and equipment,the Record Retention Period shall extend three years following
final disposition of such property.
B. Inspection
Grantee shall permit the State,the federal government and any other duly authorized agent of a
governmental agency to audit,inspect,examine,excerpt,copy and/or transcribe Grantee's records related to
this Grant during the Record Retention Period for a period of three years following termination of this
Grant or final payment hereunder,whichever is later,to assure compliance with the terms hereof or to
evaluate Grantee's performance hereunder.The State reserves the right to inspect the Work at all reasonable
times and places during the term of this Grant,including any extension.If the Work fails to conform to the
requirements of this Grant,the State may require Grantee promptly to bring the Work into conformity with
Grant requirements,at Grantee's sole expense.If the Work cannot be brought into conformance by re-
performance or other corrective measures,the State may require Grantee to take necessary action to ensure
that future performance conforms to Grant requirements and exercise the remedies available under this
Grant,at law or in equity in lieu of or in conjunction with such corrective measures.
C. Monitoring
Grantee shall permit the State,the federal government,and other governmental agencies having
jurisdiction,in their sole discretion,to monitor all activities conducted by Grantee pursuant to the terms of
this Grant using any reasonable procedure,including,but not limited to:internal evaluation procedures,
examination of program data,special analyses,on-site checking,formal audit examinations,or any other
procedures.All monitoring controlled by the State shall be performed in a manner that shall not unduly
interfere with Grantee's performance hereunder.
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D. Final Audit Report
If an audit is performed on Grantee's records for any fiscal year covering a portion of the term of this
Grant,Grantee shall submit a copy of the final audit report to the State or its principal representative at the
address specified herein.
10. CONFIDENTIAL INFORMATION-STATE RECORDS
Grantee shall comply with the provisions of this§10 if it becomes privy to confidential information in
connection with its performance hereunder.Confidential information,includes,but is not necessarily limited to,
any State records,personnel records,and information concerning individuals.Such information shall not
include information required to be disclosed pursuant to the Colorado Open Records Act,CRS§24-72-101 et
seq.
A. Confidentiality
Grantee shall keep all State records and information confidential at all times and to comply with all laws
and regulations concerning confidentiality of information.Any request or demand by a third party for State
records and information in the possession of Grantee shall be immediately forwarded to the State's
principal representative.
B. Notification
Grantee shall notify its agent,employees,Subgrantees,and assigns who may come into contact with State
records and confidential information that each is subject to the confidentiality requirements set forth herein,
and shall provide each with a written explanation of such requirements before they are permitted to access
such records and information.
C. Use,Security,and Retention
Confidential information of any kind shall not be distributed or sold to any third party or used by Grantee
or its agents in any way,except as authorized by this Grant or approved in writing by the State.Grantee
shall provide and maintain a secure environment that ensures confidentiality of all State records and other
confidential information wherever located.Confidential information shall not be retained in any files or
otherwise by Grantee or its agents,except as permitted in this Grant or approved in writing by the State.
D. Disclosure-Liability
Disclosure of State records or other confidential information by Grantee for any reason may be cause for
legal action by third parties against Grantee,the State or their respective agents.To the extent permitted by
law,the Grantee shall indemnify,save,and hold harmless the State,its employees and agents,against any
and all claims,damages,liability and court awards including costs,expenses,and attorney fees and related
costs,incurred as a result of any act or omission by Grantee,or its employees,agents,Subgrantees,or
assignees pursuant to this§10.
11. CONFLICTS OF INTEREST
Subrecipient shall not engage in any business or personal activities or practices or maintain any relationships
that conflict in any way with the full performance of Subrecipient's obligations hereunder. Such a conflict of
interest would arise when a Subrecipient's employee,officer or agent,or any member of his or her immediate
family,his or her partner,or an organization which employs or is about to employ any of the parties indicated
herein,has a financial or other interest in or receives a tangible personal benefit from Subrecipient's receipt of
the Federal Award and/or entry into this Grant Agreement. Officers,employees and agents of the Subrecipient
may neither solicit nor accept gratuities,favors,or anything of monetary value from contractors or parties to
subcontracts.
Subrecipient acknowledges that with respect to this Grant Agreement,even the appearance of a conflict of
interest is harmful to the State's interests.Absent the State's prior written approval,Subrecipient shall refrain
from any practices,activities or relationships that reasonably appear to be in conflict with the full performance
of Subrecipient's obligations to the State hereunder. If a conflict or the appearance of a conflict exists,or if
Subrecipient is uncertain whether a conflict or the appearance of a conflict of interest exists,Subrecipient shall
submit to the State a disclosure statement setting forth the relevant details for the State's consideration. Failure
to promptly submit a disclosure statement or to follow the State's direction in regard to the apparent conflict
constitutes a breach of this Grant Agreement.
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12. REPRESENTATIONS AND WARRANTIES
Grantee makes the following specific representations and warranties,each of which was relied on by the State
in entering into this Grant.
A. Standard and Manner of Performance
Grantee shall perform its obligations hereunder in accordance with the highest standards of care,skill and
diligence in the industry,trades or profession and in the sequence and manner set forth in this Grant.
B. Legal Authority—Grantee and Grantee's Signatory
Grantee warrants that it possesses the legal authority to enter into this Grant and that it has taken all actions
required by its procedures,by-laws,and/or applicable laws to exercise that authority,and to lawfully
authorize its undersigned signatory to execute this Grant,or any part thereof,and to bind Grantee to its
terms.If requested by the State,Grantee shall provide the State with proof of Grantee's authority to enter
into this Grant within 15 days of receiving such request.
C. Licenses,Permits,Etc.
Grantee represents and warrants that as of the Effective Date it has,and that at all times during the term
hereof it shall have,at its sole expense,all licenses,certifications,approvals,insurance,permits,and other
authorization required by law to perform its obligations hereunder.Grantee warrants that it shall maintain
all necessary licenses,certifications,approvals,insurance,permits,and other authorizations required to
properly perform this Grant,without reimbursement by the State or other adjustment in Grant Funds.
Additionally,all employees and agents of Grantee performing Services under this Grant shall hold all
required licenses or certifications,if any,to perform their responsibilities.Grantee,if a foreign corporation
or other foreign entity transacting business in the State of Colorado,further warrants that it currently has
obtained and shall maintain any applicable certificate of authority to transact business in the State of
Colorado and has designated a registered agent in Colorado to accept service of process.Any revocation,
withdrawal or non-renewal of licenses,certifications,approvals,insurance,permits or any such similar
requirements necessary for Grantee to properly perform the terms of this Grant shall be deemed to be a
material breach by Grantee and constitute grounds for termination of this Grant.
13. INSURANCE
Grantee and its Subgrantees shall obtain and maintain insurance as specified in this section at all times during
the term of this Grant:All policies evidencing the insurance coverage required hereunder shall be issued by
insurance companies satisfactory to Grantee and the State.
A. Grantee
i. Public Entities
If Grantee is a"public entity"within the meaning of the Colorado Governmental Immunity Act,CRS
§24-10-101,et seq.,as amended(the"GIA"),then Grantee shall maintain at all times during the term
of this Grant such liability insurance,by commercial policy or self-insurance,as is necessary to meet
its liabilities under the GIA.Grantee shall show proof of such insurance satisfactory to the State,if
requested by the State.Grantee shall require each Grant with Subgrantees that are public entities,
providing Goods or Services hereunder,to include the insurance requirements necessary to meet
Subgrantee's liabilities under the GIA.
ii. Non-Public Entities
If Grantee is not a"public entity"within the meaning of the GIA,Grantee shall obtain and maintain
during the term of this Grant insurance coverage and policies meeting the same requirements set forth
in§13(B)with respect to Subgrantees that are not"public entities".
B. Grantee and Subgrantees
Grantee shall require each Grant with Subgrantees,other than those that are public entities,providing
Goods or Services in connection with this Grant,to include insurance requirements substantially similar to
the following:
i. Worker's Compensation
Worker's Compensation Insurance as required by State statute,and Employer's Liability Insurance
covering all of Grantee and Subgrantee employees acting within the course and scope of their
employment.
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ii. General Liability
Commercial General Liability Insurance written on ISO occurrence form CG 00 01 10/93 or
equivalent,covering premises operations,fire damage,independent contractors,products and
completed operations,blanket contractual liability,personal injury,and advertising liability with
minimum limits as follows:(a)$1,000,000 each occurrence;(b)$1,000,000 general aggregate;(c)
$1,000,000 products and completed operations aggregate;and(d)$50,000 any one fire.
iii. Automobile 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.
iv. Additional Insured
Grantee and the State shall be named as additional insured on the Commercial General Liability
Insurance policy(leases and construction Grants require additional insured coverage for completed
operations on endorsements CG 2010 11/85,CG 2037,or equivalent).
v. Primacy of Coverage
Coverage required of Grantee and Subgrantees shall be primary over any insurance or self-insurance
program carried by Grantee or the State.
vi. Cancellation
The above insurance policies shall include provisions preventing cancellation or non-renewal without
at least 45 days prior notice to the Grantee and Grantee shall forward such notice to the State in
accordance with§16(Notices and Representatives)within seven days of Grantee's receipt of such
notice.
vii. Subrogation Waiver
All insurance policies in any way related to this Grant and secured and maintained by Grantee or its
Subgrantees as required herein shall include clauses stating that each carrier shall waive all rights of
recovery,under subrogation or otherwise,against Grantee or the State,its agencies,institutions,
organizations,officers,agents,employees,and volunteers.
C. Certificates
Grantee and all Subgrantees shall provide certificates showing insurance coverage required hereunder to
the State within seven business days of the Effective Date of this Grant.No later than 15 days prior to the
expiration date of any such coverage,Grantee and each Subgrantee shall deliver to the State or Grantee
certificates of insurance evidencing renewals thereof.In addition,upon request by the State at any other
time during the term of this Grant or any subgrant,Grantee and each Subgrantee shall,within 10 days of
such request,supply to the State evidence satisfactory to the State of compliance with the provisions of this
§13.
14. BREACH
A. Defined
In addition to any breaches specified in other sections of this Grant,the failure of either Party to perform
any of its material obligations hereunder,in whole or in part or in a timely or satisfactory manner,
constitutes a breach.The institution of proceedings under any bankruptcy,insolvency,reorganization or
similar law,by or against Grantee,or the appointment of a receiver or similar officer for Grantee or any of
its property,which is not vacated or fully stayed within 20 days after the institution or occurrence thereof,
shall also constitute a breach.
B. Notice and Cure Period
In the event of a breach,notice of such shall be given in writing by the aggrieved Party to the other Party in
the manner provided in§16.If such breach is not cured within 30 days of receipt of written notice,or if a
cure cannot be completed within 30 days,or if cure of the breach has not begun within 30 days and pursued
with due diligence,the State may exercise any of the remedies set forth in§15.Notwithstanding anything
to the contrary herein,the State,in its sole discretion,need not provide advance notice or a cure period and
may immediately terminate this Grant in whole or in part if reasonably necessary to preserve public safety
or to prevent immediate public crisis.
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15. REMEDIES
If Grantee is in breach under any provision of this Grant,the State shall have all of the remedies listed in this
§15 in addition to all other remedies set forth in other sections of this Grant following the notice and cure period
set forth in§14(B),provided however,that the State may terminate this Grant pursuant to§15(B)without a
breach.The State may exercise any or all of the remedies available to it,in its sole discretion,concurrently or
consecutively.
A. Termination for Cause and/or Breach
If Grantee fails to perform any of its obligations hereunder with such diligence as is required to ensure its
completion in accordance with the provisions of this Grant and in a timely manner,the State may notify
Grantee of such non-performance in accordance with the provisions herein.If Grantee thereafter fails to
promptly cure such non-performance within the cure period,the State,at its option,may terminate this
entire Grant or such part of this Grant as to which there has been delay or a failure to properly perform.
Exercise by the State of this right shall not be deemed a breach of its obligations hereunder.Grantee shall
continue performance of this Grant to the extent not terminated,if any.
i. Obligations and Rights
To the extent specified in any termination notice,Grantee shall not incur further obligations or
render further performance hereunder past the effective date of such notice,and shall terminate
outstanding orders and subcontracts with third parties.However,Grantee shall complete and deliver
to the State all Work,Services and Goods not cancelled by the termination notice and may incur
obligations as are necessary to do so within this Grant's terms.At the sole discretion of the State,
Grantee shall assign to the State all of Grantee's right,title,and interest under such terminated orders
or subgrants.Upon termination,Grantee shall take timely,reasonable and necessary action to protect
and preserve property in the possession of Grantee in which the State has an interest.All materials
owned by the State in the possession of Grantee shall be immediately returned to the State.All Work
Product,at the option of the State,shall be delivered by Grantee to the State and shall become the
State's property.
ii. Payments
The State shall reimburse Grantee only for accepted performance up to the date of termination.If,
after termination by the State,it is determined that Grantee was not in breach or that Grantee's action
or inaction was excusable,such termination shall be treated as a termination in the public interest
and the rights and obligations of the Parties shall be the same as if this Grant had been terminated in
the public interest,as described herein.
iii. Damages and Withholding
Notwithstanding any other remedial action by the State,Grantee also shall remain liable to the State
for any damages sustained by the State by virtue of any breach under this Grant by Grantee and the
State may withhold any payment to Grantee for the purpose of mitigating the State's damages,until
such time as the exact amount of damages due to the State from Grantee is determined.The State
may withhold any amount that may be due to Grantee as the State deems necessary to protect the
State,including loss as a result of outstanding liens or claims of former lien holders,or to reimburse
the State for the excess costs incurred in procuring similar goods or services.Grantee shall be liable
for excess costs incurred by the State in procuring from third parties replacement Work,Services or
substitute Goods as cover.
B. Early Termination in the Public Interest
The State is entering into this Grant for the purpose of carrying out the public policy of the State of
Colorado,as determined by its Governor,General Assembly,and/or courts.If this Grant ceases to further
the public policy of the State,the State,in its sole discretion,may terminate this Grant in whole or in part.
Exercise by the State of this right shall not constitute a breach of the State's obligations hereunder.This
subsection shall not apply to a termination of this Grant by the State for cause or breach by Grantee,which
shall be governed by§15(A)or as otherwise specifically provided for herein.
i. Method and Content
The State shall notify Grantee of such termination in accordance with§16.The notice shall specify
the effective date of the termination and whether it affects all or a portion of this Grant.
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ii. Obligations and Rights
Upon receipt of a termination notice,Grantee shall be subject to and comply with the same
obligations and rights set forth in§15(A)(i).
iii. Payments
If this Grant is terminated by the State pursuant to this§15(B),Grantee shall be paid an amount
which bears the same ratio to the total reimbursement under this Grant as the Services satisfactorily
performed bear to the total Services covered by this Grant,less payments previously made.
Additionally,if this Grant is less than 60%completed,the State may reimburse Grantee for a portion
of actual out-of-pocket expenses(not otherwise reimbursed under this Grant)incurred by Grantee
which are directly attributable to the uncompleted portion of Grantee's obligations hereunder;
provided that the sum of any and all reimbursement shall not exceed the maximum amount payable
to Grantee hereunder.
C. Remedies Not Involving Termination
The State,in its sole discretion,may exercise one or more of the following remedies in addition to other
remedies available to it:
i. Suspend Performance
Suspend Grantee's performance with respect to all or any portion of this Grant pending necessary
corrective action as specified by the State without entitling Grantee to an adjustment in price/cost or
performance schedule.Grantee shall promptly cease performance and incurring costs in accordance
with the State's directive and the State shall not be liable for costs incurred by Grantee after the
suspension of performance under this provision.
ii. Withhold Payment
Withhold payment to Grantee until corrections in Grantee's performance are satisfactorily made and
completed.
iii. Deny Payment
Deny payment for those obligations not performed,that due to Grantee's actions or inactions,cannot
be performed or,if performed,would be of no value to the State;provided,that any denial of
payment shall be reasonably related to the value to the State of the obligations not performed.
iv. Removal
Demand removal of any of Grantee's employees,agents,or Subgrantees whom the State deems
incompetent,careless,insubordinate,unsuitable,or otherwise unacceptable,or whose continued
relation to this Grant is deemed to be contrary to the public interest or not in the State's best interest.
v. Intellectual Property
If Grantee infringes on a patent,copyright,trademark,trade secret or other intellectual property right while
performing its obligations under this Grant,Grantee shall,at the State's option(a)obtain for the State or
Grantee the right to use such products and services;(b)replace any Goods,Services,or other product
involved with non-infringing products or modify them so that they become non-infringing;or,(c)if neither
of the foregoing alternatives are reasonably available,remove any infringing Goods,Services,or products
and refund the price paid therefore to the State.
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16. NOTICES and REPRESENTATIVES
Each individual identified below is the principal representative of the designating Party.All notices required to
be given hereunder shall be hand delivered with receipt required or sent by certified or registered mail to such
Party's principal representative at the address set forth below.In addition to,but not in lieu of a hard-copy
notice,notice also may be sent by e-mail to the e-mail addresses,if any,set forth below.Either Party may from
time to time designate by written notice substitute addresses or persons to whom such notices shall be sent.
Unless otherwise provided herein,all notices shall be effective upon receipt.
A. State:
Jane Hickey
Division of Transit and Rail
2829 W.Howard Place
Denver,CO 80204
303-757-9237
jane.hickey@state.co.us
B. Grantee:
Greg Clifton
TOWN OF VAIL
75 SOUTH FRONTAGE ROAD W
VAIL,CO,81657
970-479-2349
gclifton@vailgov.com
17. RIGHTS IN DATA,DOCUMENTS,AND COMPUTER SOFTWARE
Grantee 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 herein,for the Federal Government
and State purposes.All Work Product shall be delivered to the State by Grantee upon completion or termination
hereof.
18. GOVERNMENTAL IMMUNITY
Notwithstanding any other provision to the contrary,nothing herein shall constitute a waiver,express or
implied,of any of the immunities,rights,benefits,protection,or other provisions of the GIA.Liability for
claims for injuries to persons or property arising from the negligence of the State of Colorado,its departments,
institutions,agencies,boards,officials,and employees is controlled and limited by the provisions of the GIA
and the risk management statutes,CRS §24-30-1501,et seq.,as amended.
19. STATEWIDE CONTRACT MANAGEMENT SYSTEM
If the maximum amount payable to Grantee under this Grant is$100,000 or greater,either on the Effective Date
or at anytime thereafter,this§19 applies.
Grantee agrees to be governed,and to abide,by the provisions of CRS §24-102-205, §24-102-206,§24-103-
601, §24-103.5-101 and§24-105-102 concerning the monitoring of vendor performance on state Grants and
inclusion of Grant performance information in a statewide Contract Management System.
Grantee's performance shall be subject to Evaluation and Review in accordance with the terms and conditions
of this Grant,State law,including CRS §24-103.5-101,and State Fiscal Rules,Policies and Guidance.
Evaluation and Review of Grantee's performance shall be part of the normal Grant administration process and
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Grantee's performance will be systematically recorded in the statewide Contract Management System.Areas of
Evaluation and Review shall include,but shall not be limited to quality,cost and timeliness.Collection of
information relevant to the performance of Grantee's obligations under this Grant shall be determined by the
specific requirements of such obligations and shall include factors tailored to match the requirements of
Grantee's obligations. Such performance information shall be entered into the statewide Contract Management
System at intervals established herein and a final Evaluation,Review and Rating shall be rendered within 30
days of the end of the Grant term.Grantee shall be notified following each performance Evaluation and Review,
and shall address or correct any identified problem in a timely manner and maintain work progress.
Should the final performance Evaluation and Review determine that Grantee demonstrated a gross failure to
meet the performance measures established hereunder,the Executive Director of the Colorado Department of
Personnel and Administration(Executive Director),upon request by CDOT and showing of good cause,may
debar Grantee and prohibit Grantee from bidding on future Grants.Grantee may contest the final Evaluation,
Review and Rating by:(a)filing rebuttal statements,which may result in either removal or correction of the
evaluation(CRS§24-105-102(6)),or(b)under CRS§24-105-102(6),exercising the debarment protest and
appeal rights provided in CRS§§24-109-106, 107,201 or 202,which may result in the reversal of the
debarment and reinstatement of Grantee,by the Executive Director,upon a showing of good cause.
20. GENERAL PROVISIONS
A. Assignment and Subgrants
Grantee's rights and obligations hereunder are personal and may not be transferred,assigned or subgranted
without the prior,written consent of the State.Any attempt at assignment,transfer,or subgranting without
such consent shall be void.All assignments,subgrants,or Subgrantees approved by Grantee or the State are
subject to all of the provisions hereof.Grantee shall be solely responsible for all aspects of subgranting
arrangements and performance.
B. Binding Effect
Except as otherwise provided in§20(A),all provisions herein contained,including the benefits and
burdens,shall extend to and be binding upon the Parties'respective heirs,legal representatives,successors,
and assigns.
C. Captions
The captions and headings in this Grant are for convenience of reference only,and shall not be used to
interpret,define,or limit its provisions.
D. Counterparts
This Grant may be executed in multiple identical original counterparts,all of which shall constitute one
agreement.
E. Entire Understanding
This Grant represents the complete integration of all understandings between the Parties and all prior
representations and understandings,oral or written,are merged herein.Prior or contemporaneous additions,
deletions,or other changes hereto shall not have any force or effect whatsoever,unless embodied herein.
F. Indemnification-General
Grantee shall indemnify,save,and hold harmless the State,its employees and agents,against any and all
claims,damages,liability and court awards including costs,expenses,and attorney fees and related costs,
incurred as a result of any act or omission by Grantee,or its employees,agents,Subgrantees,or assignees
pursuant to the terms of this Grant;however,the provisions hereof shall not be construed or interpreted as a
waiver,express or implied,of any of the immunities,rights,benefits,protection,or other provisions,of the
GIA,or the Federal Tort Claims Act,28 USC 2671 et seq.,as applicable,as now or hereafter amended.
G. Jurisdiction and Venue
All suits,actions,or proceedings related to this Grant shall be held in the State of Colorado and exclusive
venue shall be in the City and County of Denver.
H. Modification
i. By the Parties:
Except as specifically provided in this Grant,modifications of this Grant shall not be effective unless
agreed to in writing by the Parties in an amendment to this Grant,properly executed and approved in
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accordance with applicable Colorado State law, State Fiscal Rules,and Office of the State Controller
Policies,including,but not limited to,the policy entitled MODIFICATIONS OF CONTRACTS-
TOOLS AND FORMS.
ii. By Operation of Law
This Grant is subject to such modifications as may be required by changes in federal or Colorado State
law,or their implementing regulations.Any such required modification automatically shall be
incorporated into and be part of this Grant on the effective date of such change,as if fully set forth
herein.
I. Order of Precedence
The provisions of this Grant shall govern the relationship of the Parties.In the event of conflicts or
inconsistencies between this Grant and its exhibits and attachments including,but not limited to,those
provided by Grantee,such conflicts or inconsistencies shall be resolved by reference to the documents in
the following order of priority:
i. Exhibit C(Supplemental Federal Provisions for Federally Funded Contracts,Grants,and Purchase
Orders-FFATA),
ii. Exhibit D(Supplemental Federal Provisions for Federal Awards)
iii. Exhibit E(Required Third Party Contract/Agreement Clauses),
iv. Colorado Special Provisions,
v. The Provisions of the main body of this Grant,
vi. Exhibit A(Scope of Work and Budget),
vii. Additional Exhibits in the order in which they appear.
J. Severability
Provided this Grant can be executed and performance of the obligations of the Parties accomplished within
its intent,the provisions hereof are severable and any provision that is declared invalid or becomes
inoperable for any reason shall not affect the validity of any other provision hereof.
K. Survival of Certain Grant Terms
Notwithstanding anything herein to the contrary,provisions of this Grant requiring continued performance,
compliance,or effect after termination hereof,shall survive such termination and shall be enforceable by
the State if Grantee fails to perform or comply as required.
L. Taxes
The State is exempt from all federal excise taxes under IRC Chapter 32(No. 84-730123K)and from all
State and local government sales and use taxes under CRS§§39-26-101 and 201 et seq. Such exemptions
apply when materials are purchased or services rendered to benefit the State;provided however,that certain
political subdivisions(e.g.,City of Denver)may require payment of sales or use taxes even though the
product or service is provided to the State.Grantee shall be solely liable for paying such taxes as the State
is prohibited from paying for or reimbursing Grantee for them.
M. Third Party Beneficiaries
Enforcement of this Grant and all rights and obligations hereunder are reserved solely to the Parties,and
not to any third party.Any services or benefits which third parties receive as a result of this Grant are
incidental to the Grant,and do not create any rights for such third parties.
N. Waiver
Waiver of any breach of a term,provision,or requirement of this Grant,or any right or remedy hereunder,
whether explicitly or by lack of enforcement,shall not be construed or deemed as a waiver of any
subsequent breach of such term,provision or requirement,or of any other term,provision,or requirement.
O. CORA Disclosure
To the extent not prohibited by federal law,this Grant and the performance measures and standards under
CRS §24-103.5-101,if any,are subject to public release through the Colorado Open Records Act,CRS
§24-72-101,et seq.
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21. COLORADO SPECIAL PROVISIONS
These Special Provisions apply to all Grants except where noted in italics.
A. CONTROLLER'S APPROVAL.CRS§24-30-202(1)
This Grant shall not be deemed valid until it has been approved by the Colorado State Controller or
designee.
B. FUND AVAILABILITY.CRS§24-30-202(5.5)
Financial obligations of the State payable after the current fiscal year are contingent upon funds for that
purpose being appropriated,budgeted,and otherwise made available.
C. GOVERNMENTAL IMMUNITY
No term or condition of this Grant shall be construed or interpreted as a waiver,express or implied,of any
of the immunities,rights,benefits,protections,or other provisions,of the Colorado Governmental
Immunity Act,CRS§24-10-101 et seq.,or the Federal Tort Claims Act,28 U.S.C.§§1346(b)and 2671 et
seq.,as applicable now or hereafter amended.
D. INDEPENDENT CONTRACTOR
Grantee shall perform its duties hereunder as an independent contractor and not as an employee.Neither
Grantee nor any agent or employee of Grantee shall be deemed to be an agent or employee of the State.
Grantee and its employees and agents 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 Grantee or
any of its agents or employees.Unemployment insurance benefits will be available to Grantee and its
employees and agents only if such coverage is made available by Grantee or a third party.Grantee shall pay
when due all applicable employment taxes and income taxes and local head taxes incurred pursuant to this
Grant.Grantee shall not have authorization,express or implied,to bind the State to any agreement,liability
or understanding,except as expressly set forth herein.Grantee shall(a)provide and keep in force workers'
compensation and unemployment compensation insurance in the amounts required by law,(b)provide
proof thereof when requested by the State,and(c)be solely responsible for its acts and those of its
employees and agents.
E. COMPLIANCE WITH LAW
Grantee shall strictly comply with all applicable federal and State laws,rules,and regulations in effect or
hereafter established,including,without limitation,laws applicable to discrimination and unfair
employment practices.
F. CHOICE OF LAW
Colorado law,and rules and regulations issued pursuant thereto,shall be applied in the interpretation,
execution,and enforcement of this grant.Any provision included or incorporated herein by reference which
conflicts with said laws,rules,and regulations shall be null and void.Any provision incorporated herein by
reference which purports to negate this or any other Special Provision in whole or in part shall not be valid
or enforceable or available in any action at law,whether by way of complaint,defense,or otherwise.Any
provision rendered null and void by the operation of this provision shall not invalidate the remainder of this
Grant,to the extent capable of execution.
G. BINDING ARBITRATION PROHIBITED
The State of Colorado does not agree to binding arbitration by any extra judicial body or person.Any
provision to the contrary in this Grant or incorporated herein by reference shall be null and void.
H. SOFTWARE PIRACY PROHIBITION.Governor's Executive Order D 002 00
State or other public funds payable under this Grant shall not be used for the acquisition,operation,or
maintenance of computer software in violation of federal copyright laws or applicable licensing
restrictions.Grantee hereby certifies and warrants that,during the term of this Grant and any extensions,
Grantee has and shall maintain in place appropriate systems and controls to prevent such improper use of
public funds.If the State determines that Grantee is in violation of this provision,the State may exercise
any remedy available at law or in equity or under this Grant,including,without limitation,immediate
termination of this Grant and any remedy consistent with federal copyright laws or applicable licensing
restrictions.
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I. EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST.CRS§§24-18-201 and
24-50-507
The signatories aver that to their knowledge,no employee of the State has any personal or beneficial
interest whatsoever in the service or property described in this Grant.Grantee has no interest and shall not
acquire any interest,direct or indirect,that would conflict in any manner or degree with the performance of
Grantee's services and Grantee shall not employ any person having such known interests.
J. VENDOR OFFSET.CRS§§24-30-202(1)and 24-30-202.4
[Not applicable to intergovernmental agreements]
Subject to CRS §24-30-202.4(3.5),the State Controller may withhold payment under the State's vendor
offset intercept system for debts owed to State agencies for:(a)unpaid child support debts or child support
arrearages;(b)unpaid balances of tax,accrued interest,or other charges specified in CRS§39-21-101,et
seq.;(c)unpaid loans due to the Student Loan Division of the Department of Higher Education;(d)
amounts required to be paid to the Unemployment Compensation Fund;and(e)other unpaid debts owing
to the State as a result of final agency determination or judicial action.
K. PUBLIC GRANTS FOR SERVICES.CRS§8-17.5-101
[Not applicable to agreements relating to the offer,issuance,or sale of securities,investment advisory
services or fund management services,sponsored projects,intergovernmental agreements,or
information technology services or products and services]
Grantee certifies,warrants,and agrees that it does not knowingly employ or contract with an illegal alien
who will perform work under this Grant and will confirm the employment eligibility of all employees who
are newly hired for employment in the United States to perform work under this Grant,through
participation in the E-Verify Program or the State program established pursuant to CRS§8-17.5-102(5)(c),
Grantee shall not knowingly employ or contract with an illegal alien to perform work under this Grant or
enter into a grant with a Subgrantee that fails to certify to Grantee that the Subgrantee shall not knowingly
employ or contract with an illegal alien to perform work under this Grant.Grantee(a)shall not use E-
Verify Program or State program procedures to undertake pre-employment screening of job applicants
while this Grant is being performed,(b)shall notify the Subgrantee and the granting State agency within
three days if Grantee has actual knowledge that a Subgrantee is employing or contracting with an illegal
alien for work under this Grant,(c)shall terminate the subgrant if a Subgrantee does not stop employing or
contracting with the illegal alien within three days of receiving the notice,and(d)shall comply with
reasonable requests made in the course of an investigation,undertaken pursuant to CRS §8-17.5-102(5),by
the Colorado Department of Labor and Employment.If Grantee participates in the State program,Grantee
shall deliver to the granting State agency,Institution of Higher Education or political subdivision,a written,
notarized affirmation,affirming that Grantee has examined the legal work status of such employee,and
shall comply with all of the other requirements of the State program.If Grantee fails to comply with any
requirement of this provision or CRS§8-17.5-101 et seq.,the granting State agency,institution of higher
education or political subdivision may terminate this Grant for breach and,if so terminated,Grantee shall
be liable for damages.
L. PUBLIC GRANTS WITH NATURAL PERSONS.CRS§24-76.5-101
Grantee,if a natural person eighteen(18)years of age or older,hereby swears and affirms under penalty of
perjury that he or she(a)is a citizen or otherwise lawfully present in the United States pursuant to federal
law,(b)shall comply with the provisions of CRS§24-76.5-101 et seq.,and(c)has produced one form of
identification required by CRS §24-76.5-103 prior to the effective date of this Grant.
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22. SIGNATURE PAGE
THE PARTIES HERETO HAVE EXECUTED THIS GRANT
*Persons signing for Grantee hereby swear and affirm that they are authorized to act on Grantee's behalf and
acknowledge that the State is relying on their representations to that effect.
GRANTEE STATE OF COLORADO
TOWN OF VAIL John W.Hickenlooper,Governor
Colorado Department of Transportation
By' Michael P.Lewis—Executive Director
Print Name of Authorized Individual
Title: By:
Print Title of Authorized Individual Signatory avers to the State Controller or delegate that,except as
specified herein,Grantee has not begun performance or that a
Statutory Violation waiver has been requested under Fiscal Rules
*Signature
Date:
Date:
2nd Grantee Signature if Needed
By:
Print Name of Authorized Individual
Title:
Print Title of Authorized Individual
*Signature
Date:
ALL GRANTS REQUIRE APPROVAL BY THE STATE CONTROLLER
CRS§24-30-202 requires the State Controller to approve all State grants.This Grant is not valid until signed and
dated below by the State Controller or delegate.Grantee is not authorized to begin performance until such time.If
Grantee begins performing prior thereto,the State of Colorado is not obligated to pay Grantee for such performance
or for any goods and/or services provided hereunder.
STATE CONTROLLER
Robert Jaros,CPA,MBA,JD
By:
Colorado Department of Transportation
Date:
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23. EXHIBIT A-SCOPE OF WORK AND BUDGET
Project * One Replacement Bus(40'Electric) ALI 11.12.01
Description
Federal Award To Be Determined
Date
Subrecipient Vail,Town of DUNS 075753293
Contact Name Greg Clifton Vendor 2000003
Number
Address 75 S Frontage Rd Phone (970)—479-2349
Vail,CO 81657
Email gclifton@vailgov.com Indirect N/A
Rate
FAIN To Be Determined CFDA 20.526
Project Budget **WBS:
17-39-0012.VAIL.111
Federal(FTA)Funds Encumbered(at 80%or less) $525,288.00
Local Funds(at 20%or more) $131,322.00
Total Project Budget Amount $656,610.00
Total Project Amount Budgeted via this Grant Agreement $656,610.00
*This is not a research and development grant.
**The grants and line item WBS numbers may be replaced without changing the amount of the grant at CDOT's
discretion.
A. Project Description
Town of Vail shall use 2017 FTA-5339(c)along with local matching funds,to purchase One Replacement Bus(40'
Electric)as more fully described below.The purchase will fulfill the goals of the Statewide Transit Plan.Vail has
not selected a vendor at this time(Nov.2018).
Town of Vail shall use capital funds to purchase:
ALI Name QTY Fuel Type Description FTA Amount ADA Compliance
11.12.01 1 Electric Bus replacement 40 feet $525,288 ADA Compliant
The vehicles being purchased are to replace existing vehicles in the fleet,as listed below:
VIN# COTRAMS Inventory Number Year Model Make
15GGD191261076514 INV-00016397 2006 40'Low Floor Hydrid Gillig
B. Performance Standards
1. Project Milestones
Original Est.
Milestone Description
Complete Date
Submit Procurement Concurrence Request(PCR)to CDOT Project Manager for Approval 2/28/2019
Submit Procurement Authorization(PA)and solicitation docs CDOT Project Manager for 4/30/2019
Approval
Take Delivery of(First)Vehicle/Equipment/Project Property 11/30/2020
Submit Reimbursement Request in COTRAMS 12/31/2020
IMPORTANT NOTE:All milestones(except for the final reimbursement requests)in this scope of work must be completed
no later than the contract expiration date of 3/31/2021.
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2. Town of Vail shall use the Capital Asset(s)purchased in its transit operations,and shall perform regularly
recurring maintenance with specific performance measures tied to the Town of Vail written maintenance plans,
including manufacturer's recommendations and warranty program(s).Town of Vail will measure whether this
project is successful and improves the efficiency,effectiveness,and safety of transportation.
3. Performance will be reviewed throughout the grant 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. Milestone or completion dates were not met.
c. Identification of problem areas and how the problems will be resolved.
d. Expected impacts and the efforts to recover from delays.
4. Town of Vail must comply and submit all reimbursements and reports associated,including the assignment of
"Colorado Department of Transportation"as the lienholder on the Capital Asset(s),as a condition of project
closeout.
C. Project Budget
1. The Total Project Budget is$656,610.00.The State will pay no more than 80%of the Total Project Budget
costs up to the maximum federal amount of$525,288.00.In the event the final,actual Project cost is less than
the maximum allowable cost the State is not obligated to provide any more than 80%of the Total Project
Budget costs.The State will retain any remaining balance of the federal share. Town of Vail shall be solely
responsible for all costs incurred in the Project in excess of the amount paid by the state from federal funds for
the federal share of eligible,actual costs. For CDOT accounting purposes,the Federal Funds of$525,288.00
(80%),and matching Local Funds of$131,322.00(20%),will be encumbered for this Grant Agreement.
2. No refund or reduction of the amount of Town of Vail's share to be provided will be allowed unless there is at
the same time a refund or reduction of the federal share of a proportionate amount.
3. Town of Vail may use eligible federal funds for the local share,but those funds cannot be from other Federal
Department of Transportation(DOT)programs. Town of Vail's share together with the federal share must be
enough to ensure payment of Total Project Budget.
4. The State shall have no obligation to provide State funds for use on this Project. The State will administer
federal funds for this Project under the terms of this Grant Agreement,provided that the federal share of FTA
funds to be administered by the State are made available and remain available. In no event shall the State have
any obligation to provide State funds or provide federal FTA funds for Town of Vail's share of the Project.
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. Procurement
Procurement of this Capital Asset will comply with State procurement procedures,DTR Procurement Guidebook,as
well as the FTA's requirements,and 2 CFR 200.320.
In addition to the State requirements outlined below, State and FTA procedures (where applicable) for purchase of
this Capital Asset must be followed and will be outlined prior to purchase.
1. The first step in the procurement process will be to obtain an Independent Cost Estimate(ICE).
2. The second step will be to obtain a Procurement Concurrence Request(PCR)approval from the CDOT Project
Manager through COTRAMS.
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3. Prior to entering into a purchasing agreement with the selected vendor,Town of Vail shall request a Purchase
Authorization(PA),and submit a vendor quote for the Capital Asset in COTRAMS.The PA must identify a
manufacturer found on the FTA's certified transit vehicle manufacturer(TVM)list.Only those TVM's listed on
FTA's TVM list,or that have submitted a goal methodology to FTA that has been approved or has not been
disapproved,at the time of solicitation are eligible to bid on FTA funded vehicle procurements.
4. Once the Purchase Authorization(PA)is approved by the CDOT Project Manager,and the Capital Asset is
ordered,the CDOT Project Manager shall be notified in COTRAMS by Town of Vail of the agreed upon
delivery date.
5. Upon delivery,the Town of Vail shall be responsible for having the Capital Asset inspected and accepted within
fifteen(15)working days of delivery.If defects prevent acceptance of the Capital Asset,Town of Vail will
contact the vendor to resolve any defects and notify CDOT.
6. Town of Vail shall be responsible for reimbursing the selected vendor within forty-five(45)calendar days
after acceptance of the Capital Asset.
E. Reimbursement Eligibility
Requests for reimbursement for eligible project costs will be paid to Town of Vail upon submission of a complete
reimbursement packet in COTRAMS for those eligible costs incurred during the Grant Agreement effective dates.
Accepted reimbursement packets will include the following completed documents:
1. Procurement Concurrence Request(PCR)-To include an Independent Cost Estimate
2. Purchase Authorization(PA)-To include the Vendor Quote
3. Signed Notice of Acceptance(NA)form-To include an inspection checklist(your own or the one provided)
4. Signed Security Agreement(SA)
5. Application for Title showing"Colorado Department of Transportation"as the lienholder
6. Invoice from vendor
7. Proof of payment to vendor
8. Post Delivery Certifications-If your organization has gone outside the CDOT price agreement
9. Any other pertinent documents
F. Federal Interest-Service Life
The useful life of rolling stock begins on the date the vehicle is placed in revenue service and continues until it is
removed from revenue service.The minimum useful life in years refers to total time in transit revenue service,not
time spent stockpiled or otherwise unavailable for regular transit use.The minimum useful life in miles refers to
total miles in transit revenue service.Non-revenue miles and periods of extended removal from service do not count
towards useful life.Changes in operating circumstances,including unforeseen difficulty maintaining vehicles,
higher cost of fuel,and changes in local law limiting where vehicles can be operated do not excuse minimum useful
life requirements.
FTA maintains its share of the remaining federal interest upon disposition of federally assisted property before the
end of its useful life or for a value greater than$5,000 after the useful life has been met,according to the provisions
of FTA C 5010.E1 Chapter IV(4)(o)(1).
Minimum useful life is determined by years of service or accumulation of miles whichever comes first,in
accordance with FTA C. 5010.E1 Chapter IV(4)(f)(2).
Town of Vail shall not dispose or otherwise release the Capital Asset to any other party while there is Federal
Interest in the Capital Asset without approval from the CDOT Project Manager.
The Town of Vail is responsible to make the request to the CDOT Project Manager in a timely manner providing
appropriate documentation if indicated when a lien release is being requested in order to allow CDOT to process the
release of a lien.
CDOT and the Town of Vail will work in conjunction with Department of Revenue(DOR)to assure the lien is
released according to state rules.
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G. Training
In an effort to enhance transit safety,Town of Vail and any subrecipients and subcontractors 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.
H. Safety Data
Town of Vail and any subrecipients shall maintain and submit,as requested,data related to bus safety. This may
include,but not be limited to,the number of vehicle accidents within certain measurement parameters set forth by
the State,the number and extent of passenger injuries or claims,and the number and extent of employee accidents,
injuries and incidents.
I. Restrictions on Lobbying
Town of Vail is certifying that it complies with 2 CFR 200.450 by entering into this Grant Agreement.
J. Special Conditions
1. Town of Vail will comply with all requirements imposed by CDOT on the 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 must permit CDOT and their auditors to have access to the Town of Vail's records and financial
statements as necessary,with reasonable advance notice.
3. Town of Vail will ensure subcontractors and subrecipients comply with the Federal Transit Administration
Drug and Alcohol Regulations,if receiving FTA Part 5311 or 5339 Funding.
4. Town of Vail cannot request reimbursement for cost on this project from more than one Federal Awarding
Agency,or other Federal awards.(i.e.,no duplicate billing).
5. If receiving FTA Part 5311 Funding,Town of Vail shall maintain and report annually all information required
by the National Transit Database(NTD)and any other financial,fleet or service data.
6. Except as provided in§7(B)(ii),Town of Vail shall not be reimbursed for any purchase,issued purchase order,
or leased capital equipment prior to the execution of the Grant Agreement.
7. Town of Vail must obtain State approval in writing,if FTA funds are intended to be used for payment of a lease
or for third-party contracts.
8. Town of Vail shall advertise its fixed route and/or rural based service as available to the general public and
service will not be explicitly limited by trip purpose or client type;if receiving FTA 5311 funding.
9. 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.
10. Town of Vail shall seek to ensure non-discrimination in its programs and activities by developing and
maintaining a Title VI Program in accordance with the"Requirements for FTA Subrecipients"in CDOT's Title
VI Program Plan and Federal Transit Administration Circular 4702.1B,"Title VI Requirements and Guidelines
for FTA Recipients."The Party shall also facilitate FTA's compliance with Executive Order 12898 and DOT
Order 5610.2(a)by incorporating the principles of environmental justice in planning,project development and
public outreach in accordance with FTA Circular 4703.1 "Environmental Justice Policy Guidance for Federal
Transit Administration Recipients."
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11. Town of Vail shall ensure that it will comply with the Americans with Disabilities Act,Section 504 of the
Rehabilitation Act,FTA guidance,and any other Federal,State,and/or local laws,rules and/or regulations.In
any contract utilizing federal funds,land,or other federal aid,the Town of Vail shall require its federal-aid
recipients and/or contractors to provide a statement of written assurance that they will comply with Section 504
and not discriminate on the basis of disability.
12. Town of Vail shall develop and maintain an ADA Program in accordance with 28 CFR Part 35,
Nondiscrimination on the Basis of Disability in State and Local Government Services,FTA Circular 4710.1,
and any additional requirements established by CDOT for FTA subrecipients.
13. Town of Vail shall agree to produce and maintain documentation that supports compliance with the Americans
with Disabilities Act to CDOT upon request.
14. Town of Vail shall provide CDOT with an equity analysis if the project involves choosing a site or location of a
facility in accordance to FTA Circular 4702.1B.
15. Town of Vail shall update its COTRAMS agency profile of any alterations to existing construction or any new
construction in accordance with FTA Circular 4710.1.
16. Town of Vail will provide transportation services to persons with disabilities,in accordance with Americans
with Disabilities Act of 1990,as amended,42 U.S.C. § 12101 et seq.
17. Town of Vail will adopt a Transit Asset Management Plan that complies with regulations implementing 49
U.S.C. § 5326(d).
18. Meal delivery must not conflict with providing public transportation service or reduce service to public
transportation passengers.
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24. EXHIBIT B-VERIFICATION OF PAYMENT
This checklist is to assist the Grantee in preparation of its billing packets to CDOT.This checklist is provided as
guidance and is subject to change by CDOT. CDOT shall provide notice of any such changes to Grantee. All
items may not apply to your particular entity.CDOT's goal is to reimburse Grantees as quickly as possible and a
well organized and complete billing packet helps to expedite payment.
❑ Verification of Payment—
✓ General Ledger Report must have the following:
o Identify check number or EFT number
o If no check number is available,submit Accounts Payable Distribution report with the General
Ledger
o In-Kind(must be pre-approved by CDOT)and/or cash match
o Date of the report
o Accounting period
o Current period transactions
o Account coding for all incurred expenditures.
✓ If no General Ledger Report,all of the following are acceptable:
o copies of checks
o check registers
o paycheck stub showing payment number
o showing the amount paid,the check number or electronic funds transfer(EFT)and the date paid.
✓ CDOT needs to ensure that expenditures incurred by the local agencies have been paid by the local
agency before CDOT is invoiced by the local agency.
✓ Payment amounts should match the amount requested on the reimbursement.Additional explanation
and documentation is required for any variances.
❑ In-Kind or Cash Match—If an entity wishes to use these types of match,they must be approved by
CDOT prior to any work taking place.
✓ If in-kind or cash match is being used for the local match,the in-kind or cash match portion of the
project must be included in the project application and the scope of work attached to the contract or
purchase order. FTA does not require pre-approval of in-kind or cash match,but CDOT 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 CDOT prior to
applying it to the reimbursements.
✓ If indirect costs are being requested,an approved indirect letter from CDOT or your cognizant agency
must be provided. The letter must state what indirect costs are allowed,the approved rate and the time
period for the approval. The indirect cost plan must be reconciled annually and an updated letter
submitted each year thereafter.
❑ Fringe Benefits-Considered part of the Indirect Cost Rate and must be reviewed and approved prior
to including these costs in the reimbursements.
✓ Submit an approval letter from cognizant agency that verifies fringe benefit or
✓ Submit the following fringe benefit rate proposal package to CDOT Audit Division:
o Copy of Financial Statement
o Personnel Cost Worksheet
o State of Employee Benefits
o Cost Policy Statement
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25. EXHIBIT C-SUPPLEMENTAL FEDERAL PROVISIONS FOR FEDERALLY FUNDED
CONTRACTS,GRANTS,and PURCHASE ORDERS-FFATA
State of Colorado
Supplemental Provisions for
Federally Funded Contracts,Grants,and Purchase Orders
Subject to
The Federal Funding Accountability and Transparency Act of 2006(FFATA),As Amended
As of 3-20-13
The contract, grant, or purchase order to which these Supplemental Provisions are attached may be funded, in
whole or in part, with an award of Federal funds. In the event of a conflict between the provisions of these
Supplemental Provisions, the Special Provisions, the contract or any attachments or exhibits incorporated into
and made a part of the contract,the provisions of these Supplemental Provisions shall control.
1. Definitions.For the purposes of these Supplemental Provisions,the following terms shall have the
meanings ascribed to them below.
1.1. "Award"means an award of Federal financial assistance that a non-Federal Entity receives or
administers in the form of:
1.1.1. Grants;
1.1.2. Contracts;
1.1.3. Cooperative agreements,which do not include cooperative research and development
agreements(CRDA)pursuant to the Federal Technology Transfer Act of 1986,as amended
(15 U.S.C.3710);
1.1.4. Loans;
1.1.5. Loan Guarantees;
1.1.6. Subsidies;
1.1.7. Insurance;
1.1.8. Food commodities;
1.1.9. Direct appropriations;
1.1.10. Assessed and voluntary contributions;and
1.1.11. Other financial assistance transactions that authorize the expenditure of Federal funds by
non-Federal Entities.
Award does not include:
1.1.12. Technical assistance,which provides services in lieu of money;
1.1.13. A transfer of title to Federally-owned property provided in lieu of money;even if the award
is called a grant;
1.1.14. Any award classified for security purposes;or
1.1.15. Any award funded in whole or in part with Recovery funds,as defined in section 1512 of
the American Recovery and Reinvestment Act(ARRA)of 2009(Public Law 111-5).
1.2. "Contract"means the contract to which these Supplemental Provisions are attached and includes all
Award types in§1.1.1 through 1.1.11 above.
1.3. "Contractor"means the party or parties to a Contract funded,in whole or in part,with Federal
financial assistance,other than the Prime Recipient,and includes grantees,subgrantees,
Subrecipients,and borrowers. For purposes of Transparency Act reporting,Contractor does not
include Vendors.
1.4. "Data Universal Numbering System(DUNS)Number"means the nine-digit number established
and assigned by Dun and Bradstreet,Inc.to uniquely identify a business entity. Dun and
Bradstreet's website may be found at: http://fedgov.dnb.com/webform.
1.5. "Entity"means all of the following as defined at 2 CFR part 25,subpart C;
1.5.1. A governmental organization,which is a State,local government,or Indian Tribe;
1.5.2. A foreign public entity;
1.5.3. A domestic or foreign non-profit organization;
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1.5.4. A domestic or foreign for-profit organization;and
1.5.5. A Federal agency,but only a Subrecipient under an Award or Subaward to a non-Federal
entity.
1.6. "Executive"means an officer,managing partner or any other employee in a management position.
1.7. "Federal Award Identification Number(FAIN)"means an Award number assigned by a Federal
agency to a Prime Recipient.
1.8. "FFATA"means the Federal Funding Accountability and Transparency Act of 2006(Public Law
109-282),as amended by§6202 of Public Law 110-252. FFATA,as amended,also is referred to as
the"Transparency Act."
1.9. "Prime Recipient"means a Colorado State agency or institution of higher education that receives
an Award.
1.10. "Subaward"means a legal instrument pursuant to which a Prime Recipient of Award funds awards
all or a portion of such funds to a Subrecipient,in exchange for the Subrecipient's support in the
performance of all or any portion of the substantive project or program for which the Award was
granted.
1.11. "Subrecipient"means a non-Federal Entity(or a Federal agency under an Award or Subaward to a
non-Federal Entity)receiving Federal funds through a Prime Recipient to support the performance of
the Federal project or program for which the Federal funds were awarded.A Subrecipient is subject
to the terms and conditions of the Federal Award to the Prime Recipient,including program
compliance requirements.The term"Subrecipient"includes and may be referred to as Subgrantee.
1.12. "Subrecipient Parent DUNS Number"means the subrecipient parent organization's 9-digit Data
Universal Numbering System(DUNS)number that appears in the subrecipient's System for Award
Management(SAM)profile,if applicable.
1.13. "Supplemental Provisions"means these Supplemental Provisions for Federally Funded Contracts,
Grants,and Purchase Orders subject to the Federal Funding Accountability and Transparency Act of
2006,As Amended,as may be revised pursuant to ongoing guidance from the relevant Federal or
State of Colorado agency or institution of higher education.
1.14. "System for Award Management(SAM)"means the Federal repository into which an Entity must
enter the information required under the Transparency Act,which may be found at
http://www.sam.gov.
1.15. "Total Compensation"means the cash and noncash dollar value earned by an Executive during the
Prime Recipient's or Subrecipient's preceding fiscal year and includes the following:
1.15.1. Salary and bonus;
1.15.2. Awards of stock,stock options,and stock appreciation rights,using the dollar amount
recognized for financial statement reporting purposes with respect to the fiscal year in
accordance with the Statement of Financial Accounting Standards No. 123(Revised 2005)
(FAS 123R), Shared Based Payments;
1.15.3. Earnings for services under non-equity incentive plans,not including group life,health,
hospitalization or medical reimbursement plans that do not discriminate in favor of
Executives and are available generally to all salaried employees;
1.15.4. Change in present value of defined benefit and actuarial pension plans;
1.15.5. Above-market earnings on deferred compensation which is not tax-qualified;
1.15.6. Other compensation,if the aggregate value of all such other compensation(e.g.severance,
termination payments,value of life insurance paid on behalf of the employee,perquisites or
property)for the Executive exceeds$10,000.
1.16. "Transparency Act"means the Federal Funding Accountability and Transparency Act of 2006
(Public Law 109-282),as amended by§6202 of Public Law 110-252. The Transparency Act also is
referred to as FFATA.
1.17. "Vendor"means a dealer,distributor,merchant or other seller providing property or services
required for a project or program funded by an Award.A Vendor is not a Prime Recipient or a
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Subrecipient and is not subject to the terms and conditions of the Federal award. Program
compliance requirements do not pass through to a Vendor.
2. Compliance.Contractor shall comply with all applicable provisions of the Transparency Act and the
regulations issued pursuant thereto,including but not limited to these Supplemental Provisions.Any
revisions to such provisions or regulations shall automatically become a part of these Supplemental
Provisions,without the necessity of either party executing any further instrument.The State of Colorado
may provide written notification to Contractor of such revisions,but such notice shall not be a condition
precedent to the effectiveness of such revisions.
3. System for Award Management(SAM)and Data Universal Numbering System(DUNS)
Requirements.
3.1. SAM.Contractor shall maintain the currency of its information in SAM until the Contractor submits
the final financial report required under the Award or receives final payment,whichever is later.
Contractor shall review and update SAM information at least annually after the initial registration,
and more frequently if required by changes in its information.
3.2. DUNS.Contractor shall provide its DUNS number to its Prime Recipient,and shall update
Contractor's information in Dun&Bradstreet,Inc.at least annually after the initial registration,and
more frequently if required by changes in Contractor's information.
4. Total Compensation.Contractor shall include Total Compensation in SAM for each of its five most
highly compensated Executives for the preceding fiscal year if:
4.1. The total Federal funding authorized to date under the Award is$25,000 or more;and
4.2. In the preceding fiscal year,Contractor received:
4.2.1. 80%or more of its annual gross revenues from Federal procurement contracts and
subcontracts and/or Federal financial assistance Awards or Subawards subject to the
Transparency Act;and
4.2.2. $25,000,000 or more in annual gross revenues from Federal procurement contracts and
subcontracts and/or Federal financial assistance Awards or Sub-awards subject to the
Transparency Act;and
4.3. The public does not have access to information about the compensation of such Executives through
periodic reports filed under section 13(a)or 15(d)of the Securities Exchange Act of 1934(15 U.S.C.
78m(a),78o(d)or§6104 of the Internal Revenue Code of 1986.
5. Reporting.Contractor shall report data elements to SAM and to the Prime Recipient as required in§7
below if Contractor is a Subrecipient for the Award pursuant to the Transparency Act. No direct payment
shall be made to Contractor for providing any reports required under these Supplemental Provisions and the
cost of producing such reports shall be included in the Contract price. The reporting requirements in§7
below are based on guidance from the US Office of Management and Budget(OMB),and as such are
subject to change at any time by OMB. Any such changes shall be automatically incorporated into this
Contract and shall become part of Contractor's obligations under this Contract,as provided in§2 above.
The Colorado Office of the State Controller will provide summaries of revised OMB reporting
requirements at http://www.colorado.gov/dpa/dfp/sco/FFATA.htm.
6. Effective Date and Dollar Threshold for Reporting.The effective date of these Supplemental Provisions
apply to new Awards as of October 1,2010. Reporting requirements in§7 below apply to new Awards as
of October 1,2010,if the initial award is$25,000 or more. If the initial Award is below$25,000 but
subsequent Award modifications result in a total Award of$25,000 or more,the Award is subject to the
reporting requirements as of the date the Award exceeds$25,000. If the initial Award is$25,000 or more,
but funding is subsequently de-obligated such that the total award amount falls below$25,000,the Award
shall continue to be subject to the reporting requirements.
7. Sub-recipient Reporting Requirements.If Contractor is a Sub-recipient,Contractor shall report as set
forth below.
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7.1. To SAM. A Sub-recipient shall register in SAM and report the following data elements in SAM for
each Federal Award Identification Number no later than the end of the month following the month
in which the Subaward was made:
7.1.1. Sub-recipient DUNS Number;
7.1.2. Sub-recipient DUNS Number+4 if more than one electronic funds transfer(EFT)account;
7.1.3. Sub-recipient Parent DUNS Number;
7.1.4. Sub-recipient's address,including: Street Address,City,State,Country,Zip+4,and
Congressional District;
7.1.5. Sub-recipient's top 5 most highly compensated Executives if the criteria in§4 above are
met;and
7.1.6. Sub-recipient's Total Compensation of top 5 most highly compensated Executives if
criteria in§4 above met.
7.2. To Prime Recipient. A Subrecipient shall report to its Prime Recipient,upon the effective date of
the Contract,the following data elements:
7.2.1. Sub-recipient's DUNS Number as registered in SAM.
7.2.2. Primary Place of Performance Information,including: Street Address,City,State,Country,
Zip code+4,and Congressional District.
8. Exemptions.
8.1. These Supplemental 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.
8.2. A Contractor with gross income from all sources of less than$300,000 in the previous tax year is
exempt from the requirements to report Subawards and the Total Compensation of its most highly
compensated Executives.
8.3. Effective October 1,2010,"Award"currently means a grant,cooperative agreement,or other
arrangement as defined in Section 1.1 of these Special Provisions.On future dates"Award"may
include other items to be specified by OMB in policy memoranda available at the OMB Web site;
Award also will include other types of Awards subject to the Transparency Act.
8.4. There are no Transparency Act reporting requirements for Vendors.
9. Event of Default.Failure to comply with these Supplemental Provisions shall constitute an event of default
under the Contract and the State of Colorado may terminate the Contract upon 30 days prior written notice
if the default remains uncured five calendar days following the 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 Contract,
at law or in equity.
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26. EXHIBIT D-SUPPLIMENTAL FEDERAL PROVISIONS FOR FEDERAL AWARDS
Supplemental Provisions for Federal Awards
Subject to
The Office of Management and Budget Uniform Administrative Requirements,
Cost Principles,and Audit Requirements for Federal Awards("Uniform Guidance"),
Federal Register,Vol.78,No.248,78590
The agreement to which these Uniform Guidance Supplemental Provisions are attached has been funded,in whole
or in part,with an award of Federal funds. In the event of a conflict between the provisions of these Supplemental
Provisions,the Special Provisions,the agreement or any attachments or exhibits incorporated into and made a part
of the agreement,the provisions of these Uniform Guidance Supplemental Provisions shall control. In the event of a
conflict between the provisions of these Supplemental Provisions and the FFATA Supplemental Provisions,the
FFATA Supplemental Provisions shall control.
1. Definitions.For the purposes of these Supplemental Provisions,the following terms shall have the
meanings ascribed to them below.
1.1 "Award"means an award by a 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 Award unless the terms and
conditions of the Federal Award specifically indicate otherwise. 2 CFR§200.38
1.2 "Federal Award"means an award of Federal financial assistance or a cost-reimbursement contract
under the Federal Acquisition Requirements by a Federal Awarding Agency to a Recipient. "Federal
Award"also means an agreement setting forth the terms and conditions of the Federal Award.The
term does not include payments to a contractor or payments to an individual that is a beneficiary of a
Federal program.
1.3 "Federal Awarding Agency"means a Federal agency providing a Federal Award to a Recipient.2
CFR§200.37
1.4 "FFATA"means the Federal Funding Accountability and Transparency Act of 2006(Public Law 109-
282),as amended by§6202 of Public Law 110-252.
1.5 "Grant"or"Grant Agreement"means an agreement setting forth the terms and conditions of an
Award. The term does not include an agreement that provides only direct Federal cash assistance to an
individual,a subsidy,a loan,a loan guarantee,insurance,or acquires property or services for the direct
benefit of use of the Federal Awarding Agency or Recipient. 2 CFR§200.51.
1.6 "OMB"means the Executive Office of the President,Office of Management and Budget.
1.7 "Recipient"means a Colorado State department,agency or institution of higher education that
receives a Federal Award from a Federal Awarding Agency to carry out an activity under a Federal
program. The term does not include Subrecipients. 2 CFR§200.86
1.8 "State"means the State of Colorado,acting by and through its departments,agencies and institutions
of higher education.
1.9 "Subrecipient"means a non-Federal entity receiving an Award from a Recipient to carry out part of a
Federal program. The term does not include an individual who is a beneficiary of such program.
1.10"Uniform Guidance"means the Office of Management and Budget Uniform Administrative
Requirements,Cost Principles,and Audit Requirements for Federal Awards,which supersedes
requirements from OMB Circulars A-21,A-87,A-110,and A-122,OMB Circulars A-89,A-102,and
A-133,and the guidance in Circular A-50 on Single Audit Act follow-up. The terms and conditions of
the Uniform Guidance flow down to Awards to Subrecipients unless the Uniform Guidance or the
terms and conditions of the Federal Award specifically indicate otherwise.
1.11"Uniform Guidance Supplemental Provisions"means these Supplemental Provisions for Federal
Awards subject to the OMB Uniform Guidance,as may be revised pursuant to ongoing guidance from
relevant Federal agencies or the Colorado State Controller.
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2. Compliance.Subrecipient shall comply with all applicable provisions of the Uniform Guidance,including
but not limited to these Uniform Guidance Supplemental Provisions. Any revisions to such provisions
automatically shall become a part of these Supplemental Provisions,without the necessity of either party
executing any further instrument. The State of Colorado may provide written notification to Subrecipient
of such revisions,but such notice shall not be a condition precedent to the effectiveness of such revisions.
3. Procurement Standards.
3.1 Procurement Procedures. Subrecipient shall use its own documented procurement procedures which
reflect applicable State,local,and Tribal laws and regulations,provided that the procurements conform
to applicable Federal law and the standards identified in the Uniform Guidance,including without
limitation,§§200.318 through 200.326 thereof.
3.2 Procurement of Recovered Materials. If Subrecipient is a State Agency or an agency of a political
subdivision of a state,its contractors must comply with section 6002 of the Solid Waste Disposal Act,
as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002
include procuring only items designated in guidelines of the Environmental Protection Agency(EPA)
at 40 CFR part 247 that contain the highest percentage of recovered materials practicable,consistent
with maintaining a satisfactory level of competition,where the purchase price of the item exceeds
$10,000 or the value of the quantity acquired during the preceding fiscal year exceeded$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.
4. Access to Records.Subrecipient shall permit Recipient and auditors to have access to
Subrecipient's records and financial statements as necessary for Recipient to meet the requirements of§200.331
(Requirements for pass-through entities), §§200.300 (Statutory and national policy requirements) through
200.309 (Period of performance), and Subpart F-Audit Requirements of the Uniform Guidance. 2 CFR
§200.331(a)(5).
5. Single Audit Requirements. If Subrecipient expends$750,000 or more in Federal Awards during
Subrecipient's fiscal year,Subrecipient shall procure or arrange for a single or program-specific audit
conducted for that year in accordance with the provisions of Subpart F-Audit Requirements of the Uniform
Guidance,issued pursuant to the Single Audit Act Amendments of 1996,(31 U.S.C.75017507). 2 CFR
§200.501.
5.1 Election. Subrecipient shall have a single audit conducted in accordance with Uniform Guidance
§200.514(Scope of audit),except when it elects to have a program-specific audit conducted in
accordance with§200.507(Program-specific audits). Subrecipient may elect to have a program-
specific audit if Subrecipient expends Federal Awards under only one Federal program(excluding
research and development)and the Federal program's statutes,regulations,or the terms and conditions
of the Federal award do not require a financial statement audit of Recipient. A program-specific audit
may not be elected for research and development unless all of the Federal Awards expended were
received from Recipient and Recipient approves in advance a program-specific audit.
5.2 Exemption.If Subrecipient expends less than$750,000 in Federal Awards during its fiscal year,
Subrecipient shall be exempt from Federal audit requirements for that year,except as noted in 2 CFR
§200.503(Relation to other audit requirements),but records shall be available for review or audit by
appropriate officials of the Federal agency,the State,and the Government Accountability Office.
5.3 Subrecipient Compliance Responsibility.Subrecipient shall procure or otherwise arrange for the
audit required by Part 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 Uniform
Guidance§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 Part F Audit Requirements.
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6. Contract Provisions for Subrecipient Contracts. Subrecipient shall comply with and shall include all of
the following applicable provisions in all subcontracts entered into by it pursuant to this Grant Agreement.
6.1 Equal Employment Opportunity.Except as otherwise provided under 41 CFR Part 60,all contracts
that meet the definition of"federally assisted construction contract"in 41 CFR Part 60-1.3 shall
include the equal opportunity clause provided under 41 CFR 60-1.4(b),in accordance with Executive
Order 11246,"Equal Employment Opportunity"(30 FR 12319, 12935,3 CFR Part, 1964-1965 Comp.,
p.339),as amended by Executive Order 11375, "Amending Executive Order 11246 Relating to Equal
Employment Opportunity,"and implementing regulations at 41 CFR part 60,"Office of Federal
Contract Compliance Programs,Equal Employment Opportunity,Department of Labor.".
"During the performance of this contract,the contractor agrees as follows:
(1) The contractor will not discriminate against any employee or applicant for employment
because of race,color,religion,sex,or national origin. The contractor will take affirmative
action to ensure that applicants are employed,and that employees are treated during
employment,without regard to their race,color,religion,sex,or national origin. Such action
shall include,but not be limited to the following: Employment,upgrading,demotion,or
transfer,recruitment or recruitment advertising;layoff or termination;rates of pay or other
forms of compensation;and selection for training,including apprenticeship. The contractor
agrees to post in conspicuous places,available to employees and applicants for employment,
notices to be provided by the contracting officer setting forth the provisions of this
nondiscrimination clause.
(2) The contractor will,in all solicitations or advertisements for employees placed by or on behalf
of the contractor,state that all qualified applicants will receive consideration for employment
without regard to race,color,religion,sex,or national origin.
(3) The contractor will send to each labor union or representative of workers with which he has a
collective bargaining agreement or other contract or understanding,a notice to be provided by
the agency contracting officer,advising the labor union or workers'representative of the
contractor's commitments under section 202 of Executive Order 11246 of September 24, 1965,
and shall post copies of the notice in conspicuous places available to employees and applicants
for employment.
(4) The contractor will comply with all provisions of Executive Order 11246 of September 24,
1965,and of the rules,regulations,and relevant orders of the Secretary of Labor.
(5) The contractor will furnish all information and reports required by Executive Order 11246 of
September 24, 1965,and by the rules,regulations,and orders of the Secretary of Labor,or
pursuant thereto,and will permit access to his books,records,and accounts by the contracting
agency and the Secretary of Labor for purposes of investigation to ascertain compliance with
such rules,regulations,and orders.
(6) In the event of the contractor's non-compliance with the nondiscrimination clauses of this
contract or with any of such rules,regulations,or orders,this contract may be canceled,
terminated or suspended in whole or in part and the contractor may be declared ineligible for
further Government contracts in accordance with procedures authorized in Executive Order
11246 of September 24, 1965,and such other sanctions may be imposed and remedies invoked
as provided in Executive Order 11246 of September 24, 1965,or by rule,regulation,or order
of the Secretary of Labor,or as otherwise provided by law.
(7) The contractor will include the provisions of paragraphs(1)through(7)in every subcontract or
purchase order unless exempted by rules,regulations,or orders of the Secretary of Labor
issued pursuant to section 204 of Executive Order 11246 of September 24, 1965,so that such
provisions will be binding upon each subcontractor or vendor. The contractor will take such
action with respect to any subcontract or purchase order as may be directed by the Secretary of
Labor as a means of enforcing such provisions including sanctions for noncompliance:
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Provided, however, that in the event the contractor becomes involved in,or is threatened with,
litigation with a subcontractor or vendor as a result of such direction,the contractor may
request the United States to enter into such litigation to protect the interests of the United
States."
6.2 Davis-Bacon Act. Davis-Bacon Act,as amended(40 U.S.C.3141-3148). When required by Federal
program legislation,all prime construction contracts in excess of$2,000 awarded by non-Federal
entities must include a provision for compliance with the Davis-Bacon Act(40 U.S.C.3141-3144,and
3146-3148)as supplemented by Department of Labor regulations(29 CFR Part 5,"Labor Standards
Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction"). In
accordance with the statute,contractors must be required to pay wages to laborers and mechanics at a
rate not less than the prevailing wages specified in a wage determination made by the Secretary of
Labor. In addition,contractors must be required to pay wages not less than once a week. The non-
Federal entity must place a copy of the current prevailing wage determination issued by the
Department of Labor in each solicitation. The decision to award a contract or subcontract must be
conditioned upon the acceptance of the wage determination. The non-Federal entity must report all
suspected or reported violations to the Federal awarding agency. The contracts must also include a
provision for compliance with the Copeland"Anti-Kickback"Act(40 U.S.C.3145),as supplemented
by Department of Labor regulations(29 CFR Part 3,"Contractors and Subcontractors on Public
Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States").
The Act provides that each contractor or Subrecipient must be prohibited from inducing,by any
means,any person employed in the construction,completion,or repair of public work,to give up any
part of the compensation to which he or she is otherwise entitled. The non-Federal entity must report
all suspected or reported violations to the Federal awarding agency.
6.3 Rights to Inventions Made Under a Contract or Agreement. If the Federal Award meets the
definition of"funding agreement"under 37 CFR§401.2(a)and Subrecipient wishes to enter into a
contract with a small business firm or nonprofit organization regarding the substitution of parties,
assignment or performance of experimental,developmental,or research work under that"funding
agreement,"Subrecipient must comply with the requirements of 37 CFR Part 401,"Rights to
Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants,
Contracts and Cooperative Agreements,"and any implementing regulations issued by the awarding
agency.
6.4 Clean Air Act(42 U.S.C.7401-7671q.)and the Federal Water Pollution Control Act(33 U.S.C.
1251-1387),as amended. Contracts and subgrants of amounts in excess of$150,000 must contain a
provision that requires the non-Federal award to agree to comply with all applicable standards,orders
or regulations issued pursuant to the Clean Air Act(42 U.S.C.7401-7671q)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).
6.5 Debarment and Suspension(Executive Orders 12549 and 12689). A contract award(see 2 CFR
180.220)must not be made to parties listed on the government wide exclusions in the System for
Award Management(SAM),in accordance with the 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),"Debarment and Suspension." SAM Exclusions contains the names of parties debarred,
suspended,or otherwise excluded by agencies,as well as parties declared ineligible under statutory or
regulatory authority other than Executive Order 12549.
6.6 Byrd Anti-Lobbying Amendment(31 U.S.C.1352).Contractors that 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 contract,grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose
any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award.
Such disclosures are forwarded from tier to tier up to the non-Federal award.
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7. Certifications. Unless prohibited by Federal statutes or regulations,Recipient may require Subrecipient to
submit certifications and representations required by Federal statutes or regulations on an annual basis. 2
CFR§200.208. Submission may be required more frequently 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.
8. Event of Default. Failure to comply with these Uniform Guidance Supplemental Provisions shall
constitute an event of default under the Grant Agreement(2 CFR§200.339)and the State may terminate
the Grant upon 30 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.
9. Effective Date. The effective date of the Uniform Guidance is December 26,2013. 2 CFR§200.110. The
procurement standards set forth in Uniform Guidance§§200.317-200.326 are applicable to new Awards
made by Recipient as of December 26,2015. The standards set forth in Uniform Guidance Subpart F-
Audit Requirements are applicable to audits of fiscal years beginning on or after December 26,2014.
10. Performance Measurement. The Uniform Guidance requires completion of OMB-approved standard
information collection forms(the PPR). The form focuses on outcomes,as related to the Federal Award
Performance Goals that awarding Federal agencies are required to detail in the Awards.
Section 200.301 provides guidance to Federal agencies to measure performance in a way that will help the
Federal awarding agency and other non-Federal entities to improve program outcomes.
The Federal awarding agency is required to provide recipients with clear performance goals,indicators,and
milestones(200.210). Also,must require the recipient to relate financial data to performance
accomplishments of the Federal award.
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27. EXHIBIT E-REQUIRED THIRD PARTY CONTRACT/AGREEMENT CLAUSES
All FTA-Assisted Third Party Contracts and Subcontracts from the Current FTA Master Agreement 1FTA
MA(2311
Section 3.1.—No Federal government obligations to third-parties by use of a disclaimer
1. No Federal/State Government Commitment or Liability to Third Parties.Except as the Federal Government or
CDOT expressly consents in writing,the Grantee agrees that:
(1) The Federal Government or CDOT do not and shall not have any commitment or liability related to the
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 Grantee)to the 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 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 Grantee)to the Agreement.
Section 4.f.—Program fraud and false or fraudulent statements and related acts
f. False or Fraudulent Statements or Claims.
(1) Civil Fraud.The Grantee acknowledges and agrees that:
(a) Federal laws,regulations,and requirements apply to itself and its Agreement,including the Program
Fraud Civil Remedies Act of 1986,as amended,31 U.S.C. §3801 et seq.,and U.S.DOT regulations,
"Program Fraud Civil Remedies,"49 C.F.R.part 31.
(b) By executing the Agreement,the Grantee certifies and affirms to the Federal Government the
truthfulness and accuracy of any claim,statement,submission,certification,assurance,affirmation,or
representation that the Grantee 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 Grantee presents,submits,or makes
available any false,fictitious,or fraudulent information.
(2) Criminal Fraud.The Grantee acknowledges that 49 U.S.C. § 5323(1)(1)authorizes the Federal Government
to impose the penalties under 18 U.S.C. § 1001 if the Grantee provides a false,fictitious,or fraudulent
claim,statement,submission,certification,assurance,or representation in connection with a federal public
transportation program under 49 U.S.C.chapter 53 or any other applicable federal law.
Section 9.Record Retention and Access to Sites of Performance.
a. Types of Records.The Grantee agrees that it will retain,and will require its Third 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 Grantee agrees that it will comply with the record retention requirements in the
applicable U.S.DOT Common Rule.Records pertaining to its Award,the accompanying Agreement,and any
Amendments thereto must be retained from the day the Agreement was signed by the authorized FTA or State
official through the course of the Award,the accompanying Agreement,and any Amendments thereto until
three years after the Grantee has submitted its last or final expenditure report,and other pending matters are
closed.
c. Access to Recipient and Third Party Participant Records.The Grantee agrees and assures that each Subgrantee,
if any,will agree to:
(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 Transportation or the Secretary's duly authorized representatives,to the
Comptroller General of the United States,and the Comptroller General's duly authorized representatives,
and to the Grantee and each of its Subgrantee,
(2) Permit those individuals listed above to inspect all work and materials related to its Award,and to audit any
information related to its Award under the control of the Grantee or Third Party Participant within books,
records,accounts,or other locations,and
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(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 Grantee 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.
e. Closeout.Closeout of the Award does not alter the record retention or access requirements of this section of the
Master Agreement.
3.G—Federal Changes
g. Application of Federal,State,and Local Laws,Regulations,Requirements,and Guidance.
The Grantee agrees to comply with all applicable federal requirements and federal guidance.All standards or
limits are minimum requirements when those standards or limits are included in the Recipient's Agreement,or
this Master Agreement.At the time the FTA Authorized Official(CDOT)awards federal assistance to the
Grantee in support of the Agreement,the federal requirements and guidance that apply then may be modified
from time to time,and will apply to the Grantee or the accompanying Agreement.
12—Civil Rights
c. Nondiscrimination—Title VI of the Civil Rights Act.The Grantee 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:
(a) Title VI of the Civil Rights Act of 1964,as amended,42 U.S.C. § 2000d et seq.,
(b) U.S.DOT regulations,"Nondiscrimination in Federally-Assisted Programs of the Department of
Transportation—Effectuation of Title VI of the Civil Rights Act of 1964,"49 C.F.R.part 21,and
(c) Federal transit law,specifically 49 U.S.C.§ 5332,and
(3) Follow:
(a) The most recent edition of FTA Circular 4702.1,"Title VI Requirements and Guidelines for Federal
Transit Administration Recipients,"to the extent consistent with applicable federal laws,regulations,
requirements,and guidance,
(b) U.S.DOJ,"Guidelines for the enforcement of Title VI,Civil Rights Act of 1964,"28 C.F.R. § 50.3,
and
(c) All other applicable federal guidance that may be issued.
d.Equal Employment Opportunity.
(1) Federal Requirements and Guidance.The Grantee 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:
(a) Comply with Title VII of the Civil Rights Act of 1964,as amended,42 U.S.C. §2000e et seq.,
(b) Facilitate compliance with Executive Order No. 11246,"Equal Employment Opportunity"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,
(c) Comply with federal transit law,specifically 49 U.S.C. § 5332,as provided in section 12 of this Master
Agreement,
(d) FTA Circular 4704.1 "Equal Employment Opportunity(EEO)Requirements and Guidelines for
Federal Transit Administration Recipients,"and
(e)Follow other federal guidance pertaining to EEO laws,regulations,and requirements,and prohibitions
against discrimination on the basis of disability,
(2) Specifics.The Grantee agrees to,and assures that each Third Party Participant will:
(a) Prohibited Discrimination.Ensure that applicants for employment are employed and employees are
treated during employment without discrimination on the basis of their race,color,religion,national
origin,disability,age,sexual orientation,gender identity,or status as a parent,as provided in
Executive Order No. 11246 and by any later Executive Order that amends or supersedes it,and as
specified by U.S.Department of Labor regulations,
(b) Affirmative Action.Take affirmative action that includes,but is not limited to:
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1 Recruitment advertising,recruitment,and employment,
2 Rates of pay and other forms of compensation,
3 Selection for training,including apprenticeship,and upgrading,and
4 Transfers,demotions,layoffs,and terminations,but
(c) Indian Tribe.Recognize that Title VII of the Civil Rights Act of 1964,as amended,exempts Indian
Tribes under the definition of"Employer,"and
(3) Equal Employment Opportunity Requirements for Construction Activities.Comply,when undertaking
"construction"as recognized by the U.S.Department of Labor(U.S.DOL),with:
(a) U.S.DOL regulations,"Office of Federal Contract Compliance Programs,Equal Employment
Opportunity,Department of Labor,"41 C.F.R.chapter 60,and
(b) Executive Order No. 11246,"Equal Employment Opportunity in Federal Employment,"September 24,
1965,42 U.S.C. §2000e note,as amended by any later Executive Order that amends or supersedes it,
referenced in 42 U.S.C. §2000e note.
h. Nondiscrimination on the Basis of Disability.The Grantee agrees to comply with the following federal
prohibitions against discrimination on the basis of disability:
(1) Federal laws,including:
(a) Section 504 of the Rehabilitation Act of 1973,as amended,29 U.S.C. §794,which prohibits
discrimination on the basis of disability in the administration of federally assisted Programs,Projects,
or activities,
(b) The Americans with Disabilities Act of 1990(ADA),as amended,42 U.S.C. § 12101 et seq.,which
requires that accessible facilities and services be made available to individuals with disabilities:
1 For FTA Recipients generally,Titles I,II,and III of the ADA apply,but
2 For Indian Tribes,Titles II and III of the ADA apply,but Title I of the ADA does not apply because
it exempts Indian Tribes from the definition of"employer,"
(c) The Architectural Barriers Act of 1968,as amended,42 U.S.C. §4151 et seq.,which requires that
buildings and public accommodations be accessible to individuals with disabilities,
(d) Federal transit law,specifically 49 U.S.C. §5332,which now includes disability as a prohibited basis
for discrimination,and
(e) Other applicable federal laws,regulations,and requirements pertaining to access for seniors or
individuals with disabilities.
(2) Federal regulations and guidance,including:
(a) U.S.DOT regulations,"Transportation Services for Individuals with Disabilities(ADA),"49 C.F.R.
part 37,
(b) U.S.DOT regulations,"Nondiscrimination on the Basis of Disability in Programs and Activities
Receiving or Benefiting from Federal Financial Assistance,"49 C.F.R.part 27,
(c) Joint U.S.Architectural and Transportation Barriers Compliance Board(U.S.ATBCB)and U.S.DOT
regulations,"Americans With Disabilities(ADA)Accessibility Specifications for Transportation
Vehicles,"36 C.F.R.part 1192 and 49 C.F.R.part 38,
(d) U.S.DOT regulations,"Transportation for Individuals with Disabilities:Passenger Vessels,"49 C.F.R.
part 39,
(e) U.S.DOJ regulations,"Nondiscrimination on the Basis of Disability in State and Local Government
Services,"28 C.F.R.part 35,
(f) U.S.DOJ regulations,"Nondiscrimination on the Basis of Disability by Public Accommodations and
in Commercial Facilities,"28 C.F.R.part 36,
(g) U.S.EEOC,"Regulations to Implement the Equal Employment Provisions of the Americans with
Disabilities Act,"29 C.F.R.part 1630,
(h) U.S.Federal Communications Commission regulations,"Telecommunications Relay Services and
Related Customer Premises Equipment for Persons with Disabilities,"47 C.F.R.part 64,Subpart F,
(i) U.S.ATBCB regulations,"Electronic and Information Technology Accessibility Standards,"36 C.F.R.
part 1194,
(j) FTA regulations,"Transportation for Elderly and Handicapped Persons,"49 C.F.R.part 609,
(k) FTA Circular 4710.1,"Americans with Disabilities Act:Guidance,"and
(1) Other applicable federal civil rights and nondiscrimination regulations and guidance.
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Incorporation of FTA Terms—16.a.
a. Federal Laws,Regulations,Requirements,and Guidance.The Grantee 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) To follow the most recent edition and any revisions of FTA Circular 4220.1,"Third Party Contracting
Guidance,"to the extent consistent with applicable federal laws,regulations,requirements,and guidance.
Energy Conservation—26.j
j. Energy Conservation.The Grantee agrees to,and assures that its Subgrantees,if any,will comply with the
mandatory energy standards and policies of its state energy conservation plans under the Energy Policy and
Conservation Act,as amended,42 U.S.C.§6321 et seq.,and perform an energy assessment for any building
constructed,reconstructed,or modified with federal assistance required under FTA regulations,"Requirements
for Energy Assessments,"49 C.F.R.part 622,subpart C.
Applicable to Awards exceeding$10,000
Section 11.Right of the Federal Government to Terminate.
a. Justification.After providing written notice to the Grantee,the Grantee agrees that the Federal Government may
suspend,suspend then terminate,or terminate all or any part of the federal assistance for the Award if:
(1) The Grantee has failed to make reasonable progress implementing the Award,
(2) The Federal Government determines that continuing to provide federal assistance to support the Award
does not adequately serve the purposes of the law authorizing the Award,or
(3) The Grantee has violated the terms of the Agreement,especially if that violation would endanger
substantial performance of the Agreement.
b. Financial Implications.In general,termination 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 Grantee 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 Grantee 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 Project or related activities and
each Project or related activities funded with"no year"funds can receive FTA assistance to the extent FTA
deems appropriate.
Applicable to Awards exceeding$25,000
From Section 4.Ethics.
b. Debarment and Suspension.The Grantee agrees to the following:
(1) It will comply with the following requirements of 2 C.F.R.part 180,subpart C,as adopted and
supplemented by U.S.DOT regulations at 2 C.F.R.part 1200.
(2) It will not enter into any arrangement to participate in the development or implementation of the
Underlying Agreement with any Third Party Participant that is debarred or suspended except as authorized
by:
(a) U.S.DOT regulations,"Nonprocurement Suspension and Debarment,"2 C.F.R.part 1200,
(b)U.S.OMB regulatory guidance,"Guidelines to Agencies on Governmentwide Debarment and
Suspension(Nonprocurement),"2 C.F.R.part 180,including any amendments thereto,
(c)Executive Orders No. 12549,"Uniform Suspension,Debarment or Exclusion of Participants from
Procurement or Nonprocurement Activity,"October 13, 1994,31 U.S.C.§6101 note,as amended by
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Executive Order No. 12689,"Debarment and Suspension,"August 16, 1989,31 U.S.C.§6101 note,
and
(d)Other applicable federal laws,regulations,or guidance regarding participation with debarred or
suspended Grantees or Third Party Participants.
(3) It will review the U.S.GSA"System for Award Management—Lists of Parties Excluded from Federal
Procurement and Nonprocurement Programs,"https://www.sam.gov,if required by U.S.DOT regulations,
2 C.F.R.part 1200.
(4) It will include,and require each Third Party Participant to include,a similar provision in each lower tier
covered transaction,ensuring that each lower tier Third Party Participant:
(a) Complies with federal debarment and suspension requirements,and
(b) Reviews the SAM at https://www.sam.gov,if necessary to comply with U.S.DOT regulations,2
C.F.R.part 1200.
(5)If the Grantee suspends,debars,or takes any similar action against a Third Party Participant or individual,
the Grantee will provide immediate written notice to the:
(a) FTA Regional Counsel for the Region in which the Grantee is located or implements the Agreement,
(b) FTA Headquarters Manager that administers the Grant or Cooperative Agreement,or
(c) FTA Chief Counsel.
Applicable to Awards exceedin¢the simplified acquisition threshold($100.000-see Note)
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 Grantee agrees tocomply with FTA's
U.S.domestic preference requirements and follow federal guidance,
including:
a. Buy America.The domestic preference procurement requirements of 49 U.S.C.§5323(j),and FTA regulations,
"Buy America Requirements,"49 C.F.R.part 661,to the extent consistent with 49 U.S.C.§5323(j),
Section 39.Disputes,Breaches,Defaults,or Other 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 Agreement,and any Amendments thereto including,but
not limited to,a default,breach,major dispute,or litigation,and FTA reserves the right to concur in any
settlement or compromise.
b. Notification to FTA.If a current or prospective legal matter that may affect the Federal Government emerges,
the Grantee must promptly notify the FTA Chief Counsel,or FTA Regional Counsel for the Region in which
the Grantee is located.
(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 Government's
interests in the Award,the accompanying Underlying Agreement,and any Amendments thereto,or the
Federal Government's administration or enforcement of federal laws,regulations,and requirements.
(3) If the Grantee has credible evidence that a Principal,Official,Employee,Agent,or Third Party Participant
of the Grantee,or other person has submitted a false claim under the False Claims Act,31 U.S.C.§3729 et
seq.,or has committed a criminal or civil violation of law pertaining to such matters as fraud,conflict of
interest,bribery,gratuity,or similar misconduct involving federal assistance,the Grantee must promptly
notify the U.S.DOT Inspector General,in addition to the FTA Chief Counsel or Regional Counsel for the
Region in which the Grantee is located.
c. Federal Interest in Recovery.The Federal Government retains the right to a proportionate share of any proceeds
recovered from any third party,based on the percentage of the federal share for the Agreement.
Notwithstanding the preceding sentence,the Grantee may return all liquidated damages it receives to its Award
Budget for its Agreement rather than return the federal share of those liquidated damages to the Federal
Government,provided that the Grantee receives FTA's prior written concurrence.
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d. Enforcement.The Grantee 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.
d. Lobbying Restrictions.The Grantee 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 or an employee of a
member of Congress,or officer or employee of Congress on matters that involve the Agreement,including any
extension or modification,according to the following:
(1) Laws,Regulations,Requirements,and Guidance.This includes:
(a)The Byrd Anti-Lobbying Amendment,31 U.S.C.§ 1352,as amended,
(b)U.S.DOT regulations,"New Restrictions on Lobbying,"49 C.F.R.part 20,to the extent consistent with
31 U.S.C.§ 1352,as amended,and
(c) Other applicable federal laws,regulations,requirements,and guidance prohibiting the use 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 lobbying
activities described above may be undertaken through the Grantee's or Subgrantee's proper official
channels.
Section 26.Environmental Protections-Clean Air and Clean Water
d. Other Environmental Federal Laws.The Grantee agrees to comply or facilitate compliance and assures that its
Third Party Participants will comply or facilitate compliance with all applicable federal laws,regulations,and
requirements,and will follow applicable guidance,including,but not limited to,the Clean Air Act,Clean Water
Act,Wild and Scenic Rivers Act of 1968,Coastal Zone Management Act of 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. 11990
relating to"Protection of Wetlands,"and Executive Order Nos. 11988 and 13690 relating to"Floodplain
Management."
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 Grantee agrees to comply with FTA's
U.S.domestic preference requirements and follow federal guidance,including:
a. Buy America.The domestic preference procurement requirements of 49 U.S.C.§5323(j),and FTA regulations,
"Buy America Requirements,"49 C.F.R.part 661,to the extent consistent with 49 U.S.C.§5323(j),
b. Cargo Preference.Preference—Use of United States-Flag Vessels.The shipping requirements of 46 U.S.C.§
55305,and U.S.Maritime Administration regulations,"Cargo Preference—U.S.-Flag Vessels,"46 C.F.R.part
381,and
c. 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.General Services Administration
(U.S.GSA)regulations,"Use of United States Flag Air Carriers,"41 C.F.R.§§301-10.131—301-10.143.
Applicable to Construction Activities
Section 24.Employee Protections.
a. Awards Involving Construction.The Grantee 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
Agreement,including the:
(1) Prevailing Wage Requirements of:
(a) Federal transit laws,specifically 49 U.S.C.§5333(a),(FTA's"Davis-Bacon Related Act"),
(b) The Davis-Bacon Act,40 U.S.C.§§3141—3144,3146,and 3147,and
(c) U.S.DOL regulations,"Labor Standards Provisions Applicable to Contracts Covering Federally
Financed and Assisted Construction(also Labor Standards Provisions Applicable to Nonconstruction
Contracts Subject to the Contract Work Hours and Safety Standards Act),"29 C.F.R.part 5.
(2) Wage and Hour Requirements of:
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(a) Section 102 of the Contract Work Hours and Safety Standards Act,as amended,40 U.S.C. §3702,and
other relevant parts of that Act,40 U.S.C.§3701 et seq.,an
(b) U.S.DOL regulations,"Labor Standards Provisions Applicable to Contracts Covering Federally
Financed and Assisted Construction(also Labor Standards Provisions Applicable to Nonconstruction
Contracts Subject to the Contract Work Hours and Safety Standards Act),"29 C.F.R.part 5.
(3) "Anti-Kickback"Prohibitions of:
(a) Section 1 of the Copeland"Anti-Kickback"Act,as amended, 18 U.S.C.§874,
(b) Section 2 of the Copeland"Anti-Kickback"Act,as amended, 40 U.S.C.§3145,and
(c) U.S.DOL regulations,"Contractors and Subcontractors on Public Building or Public Work Financed
in Whole or in Part by Loans or Grants from the United States,"29 C.F.R.part 3.
(4) Construction Site Safety of:
(a) Section 107 of the Contract Work Hours and Safety Standards Act,as amended,40 U.S.C. §3704,and
other relevant parts of that Act,40 U.S.C. §3701 et seq.,and
(b) U.S.DOL regulations,"Recording and Reporting Occupational Injuries and Illnesses,"29 C.F.R.part
1904;"Occupational Safety and Health Standards,"29 C.F.R.part 1910;and"Safety and Health
Regulations for Construction,"29 C.F.R.part 1926.
From Section 16
n. Bonding.The Grantee 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 Grantee will not impose excessive bonding and will follow FTA guidance.
From Section 23
b. Seismic Safety.The Grantee agrees to comply with the Earthquake Hazards Reduction Act of 1977,as
amended,42 U.S.C.§7701 et seq.,and U.S.DOT regulations,"Seismic Safety,"49 C.F.R.part 41,specifically,
49 C.F.R. §41.117.
Section 12 Civil Rights D.3
(3)Equal Employment Opportunity Requirements for Construction Activities.Comply,when undertaking
"construction"as recognized by the U.S.Department of Labor(U.S.DOL),with:
(a) U.S.DOL regulations,"Office of Federal Contract Compliance Programs,Equal Employment
Opportunity,Department of Labor,"41 C.F.R.chapter 60,and
(b) Executive Order No. 11246,"Equal Employment Opportunity in Federal Employment,"September 24,
1965,42 U.S.C. §2000e note,as amended by any later Executive Order that amends or supersedes it,
referenced in 42 U.S.C.§2000e note.
Applicable to Nonconstruction Activities
From Section 24.Employee Protections
b. Awards Not Involving Construction.The Grantee 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,40 U.S.C.§3701 et seq.,and
U.S.DOL regulations,"Labor Standards Provisions Applicable to Contracts Covering Federally Financed and
Assisted Construction(also Labor Standards Provisions Applicable to Nonconstruction Contracts Subject to the
Contract Work Hours and Safety Standards Act),"29 C.F.R.part 5.
Applicable to Transit Operations
d. Public Transportation Employee Protective Arrangements.As a condition of award of federal assistance
appropriated or made available for FTA programs involving public transportation operations,the Grantee 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):
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(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),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 Grantee agrees that the certification issued by U.S.DOL is a
condition of the Agreement and that the Grantee must comply with its terms and conditions.
(2) Special 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
Grantee agrees that its U.S.DOL Special Warranty is a condition of the Agreement and the Grantee must
comply with its terms and conditions.
(3) Special Arrangements for Agreements for Federal Assistance Authorized under 49 U.S.C. §5310.The
Grantee agrees,and assures that any Third Party Participant providing public transportation operations will
agree,that although pursuant to 49 U.S.C.§5310,and former 49 U.S.C. §§5310 or 5317,FTA has
determined that it was not"necessary or appropriate"to apply the conditions of 49 U.S.C.§5333(b)to any
Subagreement participating in the program to provide public transportation for seniors(elderly individuals)
and individuals with 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 U.S.C.§ 5323(d),(g),
and(r),FTA regulations,"Charter Service,"49 C.F.R.part 604,any other Federal Charter Service regulations,
federal requirements,or federal guidance.
b. Exceptions.Apart from exceptions to the Charter Service restrictions in FTA's Charter Service regulations,
FTA has established the following additional exceptions to those restrictions:
(1) FTA's Charter Service restrictions do not apply to equipment or facilities supported with federal 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 Grantee uses that
federal assistance for FTA program purposes only,and
(2) FTA's Charter Service restrictions do not apply to equipment or facilities supported with the federal
assistance appropriated or made available for 49 U.S.C. §5310 to support a New Freedom-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 Grantee uses that federal assistance for
program purposes only.
c. Violations.If it or any Third Party Participant engages in a pattern of violations of FTA's Charter Service
regulations,FTA may require corrective measures and remedies,including withholding an amount of federal
assistance as provided in FTA's Charter Service regulations,49 C.F.R.part 604,appendix D,or barring it or the
Third Party Participant from receiving federal assistance provided in 49 U.S.C.chapter 53,23 U.S.C.§ 133,or
23 U.S.C.§ 142.
Section 29.School Bus Operations.
a. Prohibitions.The Grantee agrees that neither it nor any Third Party Participant that is participating in its Award
will engage in school bus operations exclusively for the transportation of students or school personnel in
competition with private school bus operators,except as permitted by federal transit laws,49 U.S.C.§5323(f)
or(g),FTA regulations,"School Bus Operations,"49 C.F.R.part 605,and any other applicable federal"School
Bus Operations"laws,regulations,federal requirements,or applicable federal guidance.
b. Violations.If a Grantee or any Third Party Participant has operated school bus service in violation of FTA's
School Bus laws,regulations,or requirements,FTA may require the Grantee or Third Party Participant to take
such remedial measures as FTA considers appropriate,or bar the Grantee or Third Party Participant from
receiving federal transit assistance.
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From Section 35 Substance Abuse
b. Alcohol Misuse and Prohibited Drug Use.
(1) Requirements.The Grantee agrees to comply and assures that its Third Party Participants will comply with:
(a) Federal transit laws,specifically 49 U.S.C. §5331,
(b) FTA regulations,"Prevention of Alcohol Misuse and Prohibited Drug Use in Transit Operations,"49
C.F.R.part 655,and
(c) Applicable provisions of U.S.DOT regulations,"Procedures for Transportation Workplace Drug and
Alcohol Testing Programs,"49 C.F.R.part 40.
(2) Remedies for Non-Compliance.The Grantee agrees that if FTA determines that the Grantee or a Third
Party Participant receiving federal assistance under 49 U.S.C.chapter 53 is not in compliance with 49
C.F.R.part 655,the Federal Transit Administrator may bar that Grantee or Third Party Participant from
receiving all or a portion of the federal transit assistance for public transportation it would otherwise
receive.
Applicable to Planning,Research,Development,and Documentation Projects
Section 17.Patent Rights.
a. General.The Grantee agrees that:
(1) Depending on the nature of the Agreement,the Federal Government may acquire patent rights when the
Grantee or Third Party Participant produces a patented or patentable invention,improvement,or discovery,
(2) The Federal Government's rights arise when the patent or patentable information is conceived or reduced to
practice with federal assistance provided through the Agreement,or
(3) When a patent is issued or patented information becomes available as described in the preceding section
17.a.(2)of this Master Agreement(FTA MA(23)),the Grantee will notify FTA immediately,and provide a
detailed report satisfactory to FTA.
b. Federal Rights.The Grantee agrees that:
(1) Its rights and responsibilities,and each Third Party Participant's rights and responsibilities,in 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 education,or individual,the
Grantee will transmit the Federal Government's patent rights to FTA,as specified in 35 U.S.C. §200 et
seq.,and U.S.Department of Commerce regulations,"Rights to Inventions Made by Nonprofit
Organizations and Small Business Firms Under Government Grants,Contracts and Cooperative
Agreements,"37 C.F.R.part 401.
c. License Fees and Royalties.Consistent with the applicable U.S.DOT Common Rules,the Grantee agrees that
license fees and royalties for patents,patent applications,and inventions produced with federal assistance
provided through the Agreement are program income,and must be used in compliance with applicable federal
requirements.
Section 18.Rights in Data and Copyrights.
a. Definition of"Subject Data."As used in this section,"subject data"means recorded information whether or not
copyrighted,and that is delivered or specified to be delivered as required by the Agreement.Examples of
"subject data"include,but are not limited to computer software,standards,specifications,engineering drawings
and associated lists,process sheets,manuals,technical reports,catalog item identifications,and related
information,but do not include financial reports,cost analyses,or other similar information used for
performance or administration of the Agreement.
b. General Federal Restrictions.The following restrictions apply to all subject data first produced in the
performance of the Agreement:
(1) Prohibitions.The Grantee 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.The prohibitions do not apply to publications or reproductions for the Grantee's own internal
use,an institution of higher learning,the portion of subject data that the Federal Government has
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previously released or approved for release to the public,or the portion of data that has the Federal
Government's prior written consent for release.
c. Federal Rights in Data and Copyrights.The Grantee agrees that:
(1) General.It must provide a license to its"subject data"to the Federal Government that is royalty-free,non-
exclusive,and irrevocable.The Federal Government's license must permit the Federal Government to
reproduce,publish,or otherwise use the subject data or permit other entities or individuals to use the
subject data provided those actions are taken for Federal Government purposes,and
(2) U.S.DOT Public Access Plan—Copyright License.The Grantee grants to U.S.DOT a worldwide,non-
exclusive,non-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
Grantee herein acknowledges that the above copyright license grant is first in time to any and all other
grants of a copyright license to such Publications and/or Digital Data Sets,and that U.S.DOT shall have
priority 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.In general,FTA's purpose in providing federal assistance for a research,
development,demonstration,deployment,technical assistance,or special studies program is to increase
transportation knowledge,rather than limit the benefits of the Award to the Grantee and its Third Party
Participants.Therefore,the Grantee 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 federal
assistance for the Award becomes"subject data"and must be delivered as the Federal Government may
direct.
(6) Exception.This section does not apply to an adaptation of any automatic data processing equipment or
program that is both for the Grantee's use,and acquired with FTA capital program assistance.
e. License Fees and Royalties.Consistent with the applicable U.S.DOT Common Rules,the Grantee agrees that
license fees and royalties for patents,patent applications,and inventions produced with federal assistance
provided through the Agreement are program income,and must be used in compliance with federal applicable
requirements.
f. Hold Harmless.Upon request by the Federal Government,the Grantee 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,including costs and expenses of the Federal
Government's officers,employees,and agents acting within the scope of their official duties.The Grantee 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 Grantee 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
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used in connection with the Award.The Grantee agrees that the Federal Government will not be able to protect
data developed without federal assistance from unauthorized disclosure unless that data is clearly marked
"Proprietary,"or"Confidential."
i. Requirements to Release Data.The Grantee understands and agrees that the Federal Government may be
required to release data and information the Grantee submits to the Federal Government as required under:
(1) The Freedom of Information Act(FOIA),5 U.S.C. §552,
(2) The U.S.DOT Common Rules,
(3) U.S.DOT Public Access Plan,which provides that the Grantee agrees to satisfy the 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
Research Board's(TRB)Research in Progress(RiP)database,and the timely and complete submission of
all required publications and associated digital data sets as such 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(and Prompt Payment and Return of Retainage).
To the extent authorized by applicable federal laws,regulations,or requirements,the Grantee agrees to
facilitate,and assures that each Third Party Participant will facilitate,participation by small business concerns
owned and controlled by socially and economically disadvantaged individuals,also referred to as
"Disadvantaged Business Enterprises"(DBEs),in the Agreement as follows:
(1) Statutory and Regulatory Requirements.The Grantee agrees to comply with:
(a) Section 1101(b)of the FAST Act,23 U.S.C.§ 101 note,
(b) U.S.DOT regulations,"Participation by Disadvantaged Business Enterprises in Department of
Transportation Financial Assistance Programs,"49 C.F.R.part 26,and
(c) Federal transit law,specifically 49 U.S.C.§5332,as provided in section 12 of this Master Agreement
(FTA MA(23)).
(2) DBE Program Requirements.A Grantee that receives planning,capital and/or operating assistance and that
will award prime third party contracts exceeding$250,000 the requirements of 49 C.F.R.part 26.
(3) Special Requirements for a Transit Vehicle Manufacturer(TVM).The Grantee agrees that:
(a) TVM Certification.Each TVM,as a condition of being authorized to bid or propose on FTA-assisted
transit vehicle procurements,must certify that it has complied with the requirements of 49 C.F.R.part
26,and
(b) Reporting TVM Awards.Within 30 days of any third party contract award for a vehicle purchase,the
Grantee must submit to FTA the name of the TVM contractor and the total dollar value of the third
party contract,and notify FTA that this information has been attached to FTA's electronic award
management system.The Grantee must also submit additional notifications if options are exercised in
subsequent years to ensure that the TVM is still in good standing.
(4) Assurance.As required by 49 C.F.R.§26.13(a):
(a) Recipient Assurance.The Grantee agrees and assures that:
1 It must not discriminate on the basis of race,color,national origin,or sex in the award and
performance of any FTA or U.S.DOT-assisted contract,or in the administration of its DBE program
or the requirements of 49 C.F.R.part 26,
2 It must take all necessary and reasonable steps under 49 C.F.R.part 26 to ensure nondiscrimination
in the award and administration of U.S.DOT assisted contracts,
3 Its DBE program,as required under 49 C.F.R.part 26 and as approved by U.S.DOT,is incorporated
by reference and made part of the Underlying Agreement,and
4 Implementation of its DBE program approved by U.S.DOT is a legal obligation and failure to carry
out its terms shall be treated as a violation of the Master Agreement(FTA MA(23)).
(b) Subrecipient/Third Party Contractor/Third Party Subcontractor Assurance.The Grantee agrees and
assures that it will include the following assurance in each subagreement and third party contract it
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signs with a Subgrantee or Third Party Contractor and agrees to obtain the agreement of each of its
Subgrantees,Third Party Contractors,and Third Party Subcontractors to include the following
assurance in every subagreement and third party contract it signs:
1 The Subgrantee,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 C.F.R.part 26,
2 The Subgrantee,each Third Party Contractor,and each Third Party Subcontractor must take all
necessary and reasonable steps under 49 C.F.R.part 26 to ensure nondiscrimination in the award and
administration of U.S.DOT-assisted subagreements,third party contracts,and third party
subcontracts,as applicable,
3 Failure by the Subgrantee and any of its Third Party Contractors or Third Party Subcontractors to
carry out the requirements of subparagraph 12.e(4)(b)(of FTA MA(23))is a material breach of their
subagreement,third party contract,or third party subcontract,as applicable,and
4 The following remedies,or such other remedy as the Grantee deems appropriate,include,but are not
limited to,withholding monthly progress payments;assessing sanctions;liquidated damages;and/or
disqualifying the Subgrantee,Third Party Contractor,or Third Party Subcontractor from future
bidding as non-responsible.
(5) Remedies.Upon notification to the Grantee of its failure to carry out its approved program,FTA or U.S.
DOT may impose sanctions as provided for under 49 C.F.R.part 26,and,in appropriate cases,refer the
matter for enforcement under either or both 18 U.S.C.§ 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 Grantee agrees to comply with the following federal
prohibitions against discrimination on the basis of disability:
(1) Federal laws,including:
(a) Section 504 of the Rehabilitation Act of 1973,as amended,29 U.S.C.§794,which prohibits
discrimination on the basis of disability in the administration of federally assisted Programs,Projects,
or activities,
(b)The Americans with Disabilities Act of 1990(ADA),as amended,42 U.S.C. § 12101 et seq.,which
requires that accessible facilities and services be made available to individuals with disabilities:
1 For FTA Recipients generally,Titles I,II,and III of the ADA apply,but
2 For Indian Tribes,Titles II and III of the ADA apply,but Title I of the ADA does not apply because
it exempts Indian Tribes from the definition of"employer,"
(c) The Architectural Barriers Act of 1968,as amended,42 U.S.C. §4151 et seq.,which requires that
buildings and public accommodations be accessible to individuals with disabilities,
(d) Federal transit law,specifically 49 U.S.C.§5332,which now includes disability as a prohibited basis
for discrimination,and
(e) Other applicable federal laws,regulations,and requirements pertaining to access for seniors or
individuals with disabilities.
(2) Federal regulations and guidance,including:
(a) U.S.DOT regulations,"Transportation Services for Individuals with Disabilities(ADA),"49 C.F.R.
part 37,
(b) U.S.DOT regulations,"Nondiscrimination on the Basis of Disability in Programs and Activities
Receiving or Benefiting from Federal Financial Assistance,"49 C.F.R.part 27,
(c) Joint U.S.Architectural and Transportation Barriers Compliance Board(U.S.ATBCB)and U.S.DOT
regulations,"Americans With Disabilities(ADA)Accessibility Specifications for Transportation
Vehicles,"36 C.F.R.part 1192 and 49 C.F.R.part 38,
(d) U.S.DOT regulations,"Transportation for Individuals with Disabilities:Passenger Vessels,"49 C.F.R.
part 39,
(e) U.S.DOJ regulations,"Nondiscrimination on the Basis of Disability in State and Local Government
Services,"28 C.F.R.part 35,
(f) U.S.DOJ regulations,"Nondiscrimination on the Basis of Disability by Public Accommodations and
in Commercial Facilities,"28 C.F.R.part 36,
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(g) U.S.EEOC,"Regulations to Implement the Equal Employment Provisions of the Americans with
Disabilities Act,"29 C.F.R.part 1630,
(h) U.S.Federal Communications Commission regulations,"Telecommunications Relay Services and
Related Customer Premises Equipment for Persons with Disabilities,"47 C.F.R.part 64,Subpart F,
(i) U.S.ATBCB regulations,"Electronic and Information Technology Accessibility Standards,"36 C.F.R.
part 1194,
(j) FTA regulations,"Transportation for Elderly and Handicapped Persons,"49 C.F.R.part 609,
(k) FTA Circular 4710.1,"Americans with Disabilities Act:Guidance,"and
(1) Other applicable federal civil rights and nondiscrimination regulations and guidance.
Section 16.Procurement.For Assignability
a. Federal Laws,Regulations,Requirements,and Guidance.The Grantee 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) To follow the most recent edition and any revisions of FTA Circular 4220.1,"Third Party Contracting
Guidance,"to the extent consistent with applicable federal laws,regulations,requirements,and guidance.
State Requirements
Section 37.Special Notification Requirements for States.
a. Types of 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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