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09539
ORDINANCE NO. 9539 AN ORDINANCE APPROVING A GRANT AGREEMENT BETWEEN PUEBLO, A MUNICIPAL CORPORATION, AND THE COLORADO DEPARTMENT OF TRANSPORTATION, AUTHORIZING THE ACCEPTANCE OF THE GRANT IN THE AMOUNT OF $703,236.00 WITH A LOCAL MATCH OF $175,809.00 TO PURCHASE THREE CUTAWAY VANS AND ONE 35’ LOW FLOOR HYBRID BUS AND AUTHORIZING THE MAYOR TO EXECUTE THE SAME BE IT ORDAINED BY THE CITY COUNCIL OF PUEBLO, that: SECTION 1. The Grant Agreement between the City of Pueblo and the Colorado Department of Transportation, for the purpose of purchasing three cutaway vans, the “Project,” a copy of which is attached hereto, having been approved as to form by the City Attorney, is hereby approved. SECTION 2. The President of City Council is hereby authorized to execute said Grant Agreement on behalf of City of Pueblo, and the City Clerk shall affix the Seal of the City to the Grant Agreement and attest the same. SECTION 3. Project BC1902 Purchase Cutaway Vans is hereby created. SECTION 4. The grant amount of $703,236, plus matching funds of $175,809 for a total of $195,000 is budgeted and appropriated in project BC1902 Purchase Cutaway Vans. SETION 5. The officers and staff of the City are directed and authorized to perform any and all acts consistent with the intent of this Ordinance and the attached agreement to effectuate the transactions described therein. In furtherance thereof, any procurement requirement under the Grant Agreement in conflict with the City’s Purchasing Policies and Procedures do hereby supersede such Policies and Procedures. SECTION 6. This Ordinance shall become effective on the date of final action by the Mayor and City Council. Action by City Council: Introduced and initial adoption of Ordinance by City Council on August 26, 2019 . Final adoption of Ordinance by City Council on September 9, 2019 . President of City Council Action by the Mayor: ☒ Approved on September 13, 2019 . □ Disapproved on based on the following objections: Mayor Action by City Council After Disapproval by the Mayor: □ Council did not act to override the Mayor's veto. □ Ordinance re-adopted on a vote of , on □ Council action on _______ failed to override the Mayor’s veto. President of City Council ATTEST City Clerk City Clerk’s Office Item # R-5 Background Paper for Proposed Ordinance COUNCIL MEETING DATE: August 26, 2019 TO: President Dennis E. Flores and Members of City Council CC: Mayor Nicholas A. Gradisar VIA: Brenda Armijo, City Clerk FROM: Benjamin Valdez, Director of Transit SUBJECT: AN ORDINANCE APPROVING A GRANT AGREEMENT BETWEEN PUEBLO, A MUNICIPAL CORPORATION, AND THE COLORADO DEPARTMENT OF TRANSPORTATION, AUTHORIZING THE ACCEPTANCE OF THE GRANT IN THE AMOUNT OF $703,236.00 WITH A LOCAL MATCH OF $175,809.00 TO PURCHASE THREE CUTAWAY VANS AND ONE 35’ LOW FLOOR HYBRID BUS AND AUTHORIZING THE MAYOR TO EXECUTE THE SAME SUMMARY: Attached is a Grant Agreement between the City of Pueblo and the Colorado Department of Transportation for the capital purchase of three cutaway vans used for the para-transit (Citi-Lift) program and one 35’ Low Floor Hybrid Bus for Pueblo Transit. PREVIOUS COUNCIL ACTION: None. BACKGROUND: Pueblo Transit has been awarded a Colorado Department of Transportation Federal Capital Grant (5339) for FY2019 funding in the amount of $703,236. These funds are intended to replace three cutaway vans for the Citi-Lift program and purchase one 35’ Low Floor Hybrid Bus for Pueblo Transit. FINANCIAL IMPLICATIONS: The anticipated total project cost is $879,045. The Colorado Department of Transportation share for the (5339) FY2019 capital grant agreement is $703,236 and the local City match is $175,809. Capital grants match funds of $175,809 are available in BC 1902 Capital Grant Match. BOARD/COMMISSION RECOMMENDATION: Pueblo Transit Board recommends approval. STAKEHOLDER PROCESS: Not applicable to this Ordinance. ALTERNATIVES: Should this Ordinance not pass, the City would have to turn back $703,236 to the Colorado Department of Transportation and future grant opportunities would be jeopardized. RECOMMENDATION: Approval of the Ordinance. Attachments: CDOT SAP PO#: 491001950, Routing # 20-HTR-ZL-03013, Grant Certification STATE OF COLORADO SUBAWARD AGREEMENT COVER PAGE State Agency Agreement Number/PO Number Department of Transportation 20-HTR-ZL-03013/491001950 Subrecipient Agreement Performance Beginning Date CITY OF PUEBLO The later of the Effective Date Initial Agreement Expiration Date Subaward Agreement Amount December 31,2022 Federal Funds Fund Expenditure End Date Maximum Amount(80%) $703,236.00 December 31,2022 Local Funds Agreement Authority Local Match Amount(20%) $175,809.00 Authority to enter into this Agreement exists in CRS§§43-1-106,43-1-1 10,43-1-117.5,43-1- Agreement Total $879,045.00 701,43-1-702 and 43-2-101(4)(c),appropriated and otherwise made available pursuant to the FAST ACT,MAP-21,SAFETEA_LU,23 USC §104 and 23 USC §149. Agreement Purpose In accordance with 49 USC§5339(a),the purpose of this Grant is to provide capital funding to replace, rehabilitate and purchase buses and related equipment and to construct bus-related facilities. The work to be completed under this Grant by the Grantee is more specifically described in Exhibit A. Exhibits and Order of Precedence The following Exhibits and attachments are included with this Agreement: 1. Exhibit A—Statement of Work and Budget. 2. Exhibit B—Sample Option Letter. 3. Exhibit C—Federal Provisions. 4. Exhibit D—Required Federal Contract/Agreement Clauses. 5. Exhibit E—Verification of Payment. In the event of a conflict or inconsistency between this Agreement and any Exhibit or attachment,such conflict or inconsistency shall be resolved by reference to the documents in the following order of priority: 1. Exhibit C—Federal Provisions. 2. Exhibit D—Required Federal Contract/Agreement Clauses. 3. Colorado Special Provisions in §18 of the main body of this Agreement. 4. The provisions of the other sections of the main body of this Agreement. 5. Exhibit A—Statement of Work and Budget. 6. Exhibit B—Sample Option Letter Principal Representatives For the State: For Subrecipient: To Be Determined Benjamin Valdez Division of Transit and Rail CITY OF PUEBLO Colorado Dept.of Transportation 350 Alan Hamel Avenue 2829 W. Howard Place PUEBLO,CO 81003 Denver,CO 80204 bvaldez@pueblo.us To Be Determined -uE8L.4} (M(t` t p Contract Number 20-HTR-ZL-03013/491001950 Page 1 of 46 Version 1018 SIGNATURE PAGE THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT Each person signing this Agreement represents and warrants that the signer is duly authorized to execute this Agreement and to bind the Party authorizing such signature. SUBRECIPIENT STATE OF COLORADO CITY OF PUEBLO Jared S.Polis,Governor Colorado Department of Transportation j rShosh.na M. Lew, ecutive Director ....7(.. ...crota./...410;_, i / iP :y: Nicholas A. Gradisar, Mayor � ©C� � '� By:Print Name of Authorized Individual Date: Date: ! —/3-i9 2nd State or Subrecipient Signature if needed LEGAL REVIEW Philip J. Weiser,Attorney General &9y1cL0 0Ak P- By: Assis nt Attorney General Attested By: Brenda Armijo, City Clerk By:Print Name of Authorized Individual Date: Date: "1' I - 19 In accordance with §24-30-202,C.R.S.,this Agreement is not valid until signed and dated below by the State Controller or an authorized delegate. STATE CONTROLLER Robert aros P. ,MBA,JD liar—,Ai By:Colora.• D p rtment o an .:-. ion Effective Date: /d 46/� q Contract Number 20-HTR-71-03013/491001950 Page 2 of 46 Version 1018 TABLE OF CONTENTS I. PARTIES 3 2. TERM AND EFFECTIVE DATE 3 3. DEFINITIONS 4 4. STATEMENT OF WORK AND BUDGET 6 5. PAYMENTS TO SUBRECIPIENT 6 6. REPORTING-NOTIFICATION 8 7. SUB RECIPIENT RECORDS 8 8. CONFIDENTIAL INFORMATION-STATE RECORDS 9 9. CONFLICTS OF INTEREST 10 10. INSURANCE 10 11. BREACH OF AGREEMENT 12 12. REMEDIES 12 13. DISPUTE RESOLUTION 13 14. NOTICES and REPRESENTATIVES 13 15. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION 14 16. STATEWIDE CONTRACT MANAGEMENT SYSTEM 14 17. GENERAL PROVISIONS 14 18. COLORADO SPECIAL PROVISIONS(COLORADO FISCAL RULE 3-3) 17 1. PARTIES This Agreement is entered into by and between Subrecipient named on the Cover Page for this Agreement(the "Subrecipient"), and the STATE OF COLORADO acting by and through the State agency named on the Cover Page for this Agreement (the "State"). Subrecipient and the State agree to the terms and conditions in this Agreement. 2. TERM AND EFFECTIVE DATE A. Effective Date This Agreement shall not be valid or enforceable until the Effective Date, and the Grant Funds shall be expended by the Fund Expenditure End Date shown on the Cover Page for this Agreement. The State shall not be bound by any provision of this Agreement before the Effective Date,and shall have no obligation to pay Subrecipient for any Work performed or expense incurred before the Effective Date,except as described in§5.D,or after the Fund Expenditure End Date. B. Initial Term The Parties' respective performances under this Agreement shall commence on the Agreement Performance Beginning Date shown on the Cover Page for this Agreement and shall terminate on the Initial Agreement Expiration Date shown on the Cover Page for this Agreement(the"Initial Term")unless sooner terminated or further extended in accordance with the terms of this Agreement. C. Extension Terms-State's Option The State,at its discretion,shall have the option to extend the performance under this Agreement beyond the Initial Term for a period, or for successive periods, of 1 year or less at the same rates and under the same terms specified in this Agreement(each such period an"Extension Term"). In order to exercise this option, the State shall provide written notice to Subrecipient in a form substantially equivalent to the Sample Option Letter attached to this Agreement. D. End of Term Extension If this Agreement approaches the end of its Initial Term,or any Extension Term then in place, the State, at its discretion, upon written notice to Subrecipient as provided in §14, may unilaterally extend such Initial Term or Extension Term for a period not to exceed 2 months (an"End of Term Extension"), regardless of whether additional Extension Terms are available or not. The provisions of this Agreement in effect when such notice is given shall remain in effect during the End of Term Extension. The End of Term Extension shall automatically terminate upon execution of a replacement Agreement or modification extending the total term of this Agreement. Contract Number 20-IITR-Z1-03013/491001950 Page 3 of 46 Version 1018 J f E. Early Termination in the Public Interest The State is entering into this Agreement to serve the public interest of the State of Colorado as determined by its Governor, General Assembly,or Courts. If this Agreement ceases to further the public interest of the State,the State,in its discretion,may terminate this Agreement in whole or in part.A determination that this Agreement should be terminated in the public interest shall not be equivalent to a State right to terminate for convenience. This subsection shall not apply to a termination of this Agreement by the State for breach by Subrecipient,which shall be governed by§12.A.i. i. Method and Content The State shall notify Subrecipient of such termination in accordance with§14. The notice shall specify the effective date of the termination and whether it affects all or a portion of this Agreement,and shall include,to the extent practicable,the public interest justification for the termination. ii. Obligations and Rights Upon receipt of a termination notice for termination in the public interest, Subrecipient shall be subject to the rights and obligations set forth in§12.A.i.a. iii. Payments If the State terminates this Agreement in the public interest,the State shall pay Subrecipient an amount equal to the percentage of the total reimbursement payable under this Agreement that corresponds to the percentage of Work satisfactorily completed and accepted, as determined by the State, less payments previously made.Additionally,if this Agreement is less than 60%completed,as determined by the State, the State may reimburse Subrecipient for a portion of actual out-of-pocket expenses, not otherwise reimbursed under this Agreement, incurred by Subrecipient which are directly attributable to the uncompleted portion of Subrecipient's obligations,provided that the sum of any and all reimbursement shall not exceed the maximum amount payable to Subrecipient hereunder. F. Subrecipient's Termination Under Federal Requirements Subrecipient may request termination of this Agreement by sending notice to the State, or to the Federal Awarding Agency with a copy to the State, which includes the reasons for the termination and the effective date of the termination. If this Agreement is terminated in this manner,then Subrecipient shall return any advanced payments made for work that will not be performed prior to the effective date of the termination. 3. DEFINITIONS The following terms shall be construed and interpreted as follows: A. "Agreement" means this subaward agreement, including all attached Exhibits, all documents incorporated by reference,all referenced statutes,rules and cited authorities,and any future modifications thereto. B. "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. C. "Breach of Agreement" means the failure of a Party to perform any of its obligations in accordance with this Agreement,in whole or in part or in a timely or satisfactory manner.The institution of proceedings under any bankruptcy, insolvency,reorganization or similar law,by or against Subrecipient,or the appointment of a receiver or similar officer for Subrecipient or any of its property,which is not vacated or fully stayed within 30 days after the institution of such proceeding,shall also constitute a breach. If Subrecipient is debarred or suspended under§24-109-105, C.R.S. at any time during the term of this Agreement, then such debarment or suspension shall constitute a breach. D. "Budget"means the budget for the Work described in Exhibit A. E. "Business Day" means any day in which the State is open and conducting business, but shall not include Saturday,Sunday or any day on which the State observes one of the holidays listed in §24-11-101(1),C.R.S. F. "CORA"means the Colorado Open Records Act, §§24-72-200.1,et. seg.,C.R.S. G. "Effective Date" means the date on which this Agreement is approved and signed by the Colorado State Controller or designee,as shown on the Signature for this Agreement. H. "End of Term Extension"means the time period defined in§2.D. Contract Number 20-HTR-ZI,03 0 1 3/49 1 00 1 950 Page 4 of 46 Version 1018 I. "Exhibits"means the exhibits and attachments included with this Contract as shown on the Cover Page for this Contract. J. "Extension Term"means the time period defined in§2.C. K. "Federal Award" means an award of Federal financial assistance or a cost-reimbursement contract, under the Federal Acquisition Regulations or by a formula or block grant, by a Federal Awarding Agency to the 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 Subrecipient or payments to an individual that is a beneficiary of a Federal program. L. "Federal Awarding Agency" means a Federal agency providing a Federal Award to a Recipient. Federal Transit Administration(FTA)is the Federal Awarding Agency for the Federal Award which is the subject of this Agreement. M. "FTA"means Federal Transit Administration. N. "Goods" means any movable material acquired, produced,or delivered by Subrecipient as set forth in this Agreement and shall include any movable material acquired, produced, or delivered by Subrecipient in connection with the Services. O. "Grant Funds" means the funds that have been appropriated, designated, encumbered, or otherwise made available for payment by the State under this Agreement. P. "Incident" means any accidental or deliberate event that results in or constitutes an imminent threat of the unauthorized access, loss, disclosure, modification, disruption, or destruction of any communications or information resources of the State,which are included as part of the Work,as described in §§24-37.5-40I et. seq.C.R.S.Incidents include,without limitation(i)successful attempts to gain unauthorized access to a State system or State Information regardless of where such information is located; (ii) unwanted disruption or denial of service; (iii)the unauthorized use of a State system for the processing or storage of data; or(iv) changes to State system hardware, firmware, or software characteristics without the State's knowledge, instruction,or consent. Q. "Initial Term"means the time period defined in§2.B. R. "Master Agreement"means the FTA Master Agreement 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. S. "Matching Funds" (Local Funds, or Local Match) means the funds provided Subrecipient as a match required to receive the Grant Funds and includes in-kind contribution. T. "Party"means the State or Subrecipient,and"Parties"means both the State and Subrecipient. U. "PII" means personally identifiable information including, without limitation, any information maintained by the State about an individual that can be used to distinguish or trace an individual's identity,such as name, social security number,date and place of birth, mother's maiden name,or biometric records; and any other information that is linked or linkable to an individual, such as medical, educational, financial, and employment information.PII includes,but is not limited to,all information defined as personally identifiable information in §24-72-501,C.R.S. V. "Recipient" means the State agency shown on the Signature and Cover Page of this Agreement, for the purposes of this Federal Award. W. "Services" means the services to be performed by Subrecipient as set forth in this Agreement and shall include any services to be rendered by Subrecipient in connection with the Goods. X. "State Confidential Information"means any and all State Records not subject to disclosure under CORA. State Confidential Information shall include but is not limited to PII and State personnel records not subject to disclosure under CORA. State Confidential Information shall not include information or data concerning individuals that is not deemed confidential but nevertheless belongs to the State, which has been communicated,furnished,or disclosed by the State to Subrecipient which(i)is subject to disclosure pursuant to CORA; (ii) is already known to Subrecipient without restrictions at the time of its disclosure to Subrecipient; (iii) is or subsequently becomes publicly available without breach of any obligation owed by Subrecipient to the State;(iv)is disclosed to Subrecipient,without confidentiality obligations,by a third party who has the right to disclose such information;or(v)was independently developed without reliance on any State Confidential Information. Y. "State Fiscal Rules"means that fiscal rules promulgated by the Colorado State Controller pursuant to§24- 30-202(13)(a),C.R.S. Contract Number 20-HTR-ZL.03 0 1 3/49 1 00 1 950 Page 5 of 46 Version 1018 Z. "State Fiscal Year"means a 12-month period beginning on July 1 of each calendar year and ending on June 30 of the following calendar year. If a single calendar year follows the term, then it means the State Fiscal Year ending in that calendar year. AA."State Records" means any and all State data, information, and records, regardless of physical form, including,but not limited to, information subject to disclosure under CORA. BB."Subcontractor" means third-parties, if any, engaged by Subrecipient to aid in performance of the Work. "Subcontractor"also includes sub-recipients of grant funds. CC."Subrecipient"means a non-Federal entity that receives a sub-award from a Recipient to carry out part of a Federal program but does not include an individual that is a beneficiary of such program.A Subrecipient may also be a recipient of other Federal Awards directly from a Federal Awarding Agency. For the purposes of this Agreement,Contractor is a Subrecipient. DD."Uniform Guidance"means the Office of Management and Budget Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, 2 CFR Part 200, commonly known as the "Super Circular, which supersedes requirements from OMB Circulars A-2l,A-87, A-110, A-122, A-89, A- 102,and A-133,and the guidance in Circular A-50 on Single Audit Act follow-up. EE. "Work"means the Goods delivered and Services performed pursuant to this Agreement. FF. "Work Product" means the tangible and intangible results of the Work, whether finished or unfinished, including drafts. Work Product includes, but is not limited to, documents, text, software (including source code),research,reports,proposals,specifications,plans,notes,studies,data,images,photographs,negatives, pictures,drawings,designs,models, surveys,maps,materials, ideas,concepts,know-how, information,and any other results of the Work."Work Product"does not include any material that was developed prior to the Effective Date that is used,without modification, in the performance of the Work. Any other term used in this Grant Award Letter that is defined in an Exhibit shall be construed and interpreted as defined in that Exhibit. 4. STATEMENT OF WORK AND BUDGET Subrecipient shall complete the Work as described in this Agreement and in accordance with the provisions of Exhibit A. The State shall have no liability to compensate Subrecipient for the delivery of any goods or the performance of any services that are not specifically set forth in this Agreement. 5. PAYMENTS TO SUBRECIPIENT A. Maximum Amount. Payments to Subrecipient are limited to the unpaid,obligated balance of the Grant Funds.The State shall not pay Subrecipient any amount under this Agreement that exceeds the Agreement Maximum shown on Cover Page of this Agreement. B. Payment Procedures. i. Invoices and Payment a. The State shall pay Subrecipient in the amounts and in accordance with the schedule and other conditions set forth in Exhibit A. b. Subrecipient shall initiate payment requests by invoice to the State,in a form and manner approved by the State. c. The State shall pay each invoice within 45 days following the State's receipt of that invoice,so long as the amount invoiced correctly represents Work completed by Subrecipient and previously accepted by the State during the term that the invoice covers.If the State determines that the amount of any invoice is not correct, then Subrecipient shall make all changes necessary to correct that invoice. d. The acceptance of an invoice shall not constitute acceptance of any Work performed or deliverables provided under this Agreement. i i. Interest Amounts not paid by the State within 45 days of the State's acceptance of the invoice shall bear interest on the unpaid balance beginning on the 45th day at the rate of 1%per month, as required by §24-30- 202(24)(a),C.R.S.,until paid in full;provided,however,that interest shall not accrue on unpaid amounts that the State disputes in writing. Subrecipient shall invoice the State separately for accrued interest on Contract Number 20-1ITR-ZI.-03013/491001950 Page 6 of 46 Version 1018 delinquent amounts,and the invoice shall reference the delinquent payment,the number of day's interest to be paid and the interest rate. iii. Payment Disputes If Subrecipient disputes any calculation, determination or amount of any payment, Subrecipient shall notify the State in writing of its dispute within 30 days following the earlier to occur of Subrecipient's receipt of the payment or notification of the determination or calculation of the payment by the State. The State will review the information presented by Subrecipient and may make changes to its determination based on this review.The calculation,determination or payment amount that results from the State's review shall not be subject to additional dispute under this subsection.No payment subject to a dispute under this subsection shall be due until after the State has concluded its review, and the State shall not pay any interest on any amount during the period it is subject to dispute under this subsection. iv. Available Funds-Contingency-Termination. The State is prohibited by law from making commitments beyond the term of the current State Fiscal Year. Payment to Subrecipient beyond the current State Fiscal Year is contingent on the appropriation and continuing availability of Grant Funds in any subsequent year(as provided in the Colorado Special Provisions). If federal funds or funds from any other non-State funds constitute all or some of the Grant Funds, the State's obligation to pay Subrecipient shall be contingent upon such non-State funding continuing to be made available for payment. Payments to be made pursuant to this Agreement shall be made only from Grant Funds, and the State's liability for such payments shall be limited to the amount remaining of such Grant Funds.If State,federal or other funds are not appropriated,or otherwise become unavailable to fund this Agreement, the State may, upon written notice, terminate this Agreement, in whole or in part, without incurring further liability. The State shall, however, remain obligated to pay for Services and Goods that are delivered and accepted prior to the effective date of notice of termination, and this termination shall otherwise be treated as if this Agreement were terminated in the public interest as described in§2.E. v. Federal Recovery The close-out of a Federal Award does not affect the right of the Federal Awarding Agency or the State to disallow costs and recover funds on the basis of a later audit or other review. Any cost disallowance recovery is to be made within the Record Retention Period,as defined below. C. Matching Funds Subrecipient shall provide Matching Funds as provided in§5.A.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. Subrecipient's obligation to pay all or any part of any matching funds,whether direct or contingent,only extend to funds duly and lawfully appropriated for the purposes of this Agreement by the authorized representatives of Subrecipient and paid into Subrecipient's treasury or bank account. 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. Subrecipient does not by this Agreement irrevocably pledge present cash reserves for payments in future fiscal years, and this Agreement is not intended to create a multiple-fiscal year debt of Subrecipient. Subrecipient shall not pay or be liable for any claimed interest, late charges,fees, taxes or penalties of any nature,except as required by Subrecipient's laws or policies D. Reimbursement of Subrecipient Costs. i. The State shall reimburse Subrecipient for the federal share of properly documented allowable costs related to the Work after review and approval thereof, subject to the provisions of§5,this Agreement, and Exhibit A. However, any costs incurred by Subrecipient prior to the Effective Date shall not be reimbursed absent specific allowance of pre-award costs and indication that the Federal Award funding is retroactive. The State shall pay Subrecipient for costs or expenses incurred or performance by the Subrecipient prior to the Effective Date, only if(I) the Grant Funds involve federal funding and (2) federal laws,rules,and regulations applicable to the Work provide for such retroactive payments to the Subrecipient. Any such retroactive payments shall comply with State Fiscal Rules and be made in accordance with the provisions of this Agreement. ii. The State shall reimburse Subrecipient's allowable costs, not exceeding the maximum total amount described in Exhibit A and §5 for all allowable costs described in this Subaward and shown in Exhibit A,except that Subrecipient may adjust the amounts between each line item of Exhibit A without formal modification to this Agreement as long as the Subrecipient provides notice to the State of the change, Contract Number 20-14TR-7.L-03013/491001950 Page 7 of 46 Version 101A the change does not modify the total maximum amount of this Agreement or the maximum amount for any state or federal fiscal year,and the change does not modify any requirements of the Work. iii. The State shall only reimburse allowable costs described in this Contract and shown in the Budget if those costs are: a. Reasonable and necessary to accomplish the Work and for the Goods and Services provided;and b. Equal to the actual net cost to Subrecipient(i.e.the price paid minus any items of value received by Subrecipient that reduce the cost actually incurred). iv. Subrecipient's costs for Work performed after the Fund Expenditure End Date shown on the Cover Page for this Agreement,or after any phase performance period end date for a respective phase of the Work, shall not be reimbursable. Subrecipient shall initiate any payment request by submitting invoices to the State in the form and manner set forth and approved by the State. E. Close-Out. Subrecipient shall close out this Award within 45 days after the Fund Expenditure End Date shown on the Signature and Cover Page for this Agreement. To complete close-out, Subrecipient shall submit to the State all deliverables (including documentation) as defined in this Agreement and Subrecipient's final reimbursement request or invoice.The State will withhold 5%of allowable costs until all final documentation has been submitted and accepted by the State as substantially complete.If the Federal Awarding Agency has not closed this Federal Award within 1 year and 90 days after the Fund Expenditure End Date shown on the Signature and Cover Page for this Agreement due to Subrecipient's failure to submit required documentation, then Subrecipient may be prohibited from applying for new Federal Awards through the State until such documentation is submitted and accepted. 6. REPORTING-NOTIFICATION A. Quarterly Reports. In addition to any reports required pursuant to§16 or pursuant to any other Exhibit,for any Agreement having a term longer than 3 months, Subrecipient shall submit, on a quarterly basis, a written report specifying progress made for each specified performance measure and standard in this Agreement. Such progress report shall be in accordance with the procedures developed and prescribed by the State. B. Litigation Reporting If Subrecipient is served with a pleading or other document in connection with an action before a court or other administrative decision making body,and such pleading or document relates to this Agreement or may affect Subrecipient's ability to perform its obligations under this Agreement, Subrecipient shall, within 10 days after being served, notify the State of such action and deliver copies of such pleading or document to the State's principal representative identified in§14. C. Performance and Final Status Subrecipient shall submit all financial, performance and other reports to the State no later than 45 calendar days after the end of the Initial Term if no Extension Terms are exercised, or the final Extension Term exercised by the State,containing an evaluation and review of Subrecipient's performance and the final status of Subrecipient's obligations hereunder. D. Violations Reporting Subrecipient shall disclose, in a timely manner,in writing to the State and the Federal Awarding Agency,all violations of federal or State criminal law involving fraud,bribery,or gratuity violations potentially affecting the Federal Award.The State or the Federal Awarding Agency may impose any penalties for noncompliance allowed under 2 CFR Part 180 and 31 U.S.C. 3321, which may include, without limitation, suspension or debarment. 7. SUBRECIPIENT RECORDS A. Maintenance Subrecipient shall make,keep,maintain,and allow inspection and monitoring by the State of a complete file of all records, documents, communications, notes and other written materials, electronic media files, and communications,pertaining in any manner to the Work or the delivery of Services(including,but not limited to the operation of programs)or Goods hereunder. Subrecipient shall maintain such records for a period(the "Record Retention Period") of three years following the date of submission to the State of the final Contract Number 20-HTR-Z1,-030 1 3/49 1 00 1 95 0 Page 8 of 46 Version 1018 expenditure report,or if this Award 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 this Award starts before expiration of the Record Retention Period, the Record Retention Period shall extend until all litigation, claims,or audit findings have been resolved and final action taken by the State or Federal Awarding Agency. The Federal Awarding Agency,a cognizant agency for audit,oversight or indirect costs,and the State, may notify Subrecipient in writing that the Record Retention Period shall be extended. For records for real property and equipment, the Record Retention Period shall extend three years following final disposition of such property. B. Inspection Subrecipient shall permit the State to audit, inspect, examine, excerpt, copy and transcribe Subrecipient Records during the Record Retention Period.Subrecipient shall make Subrecipient Records available during normal business hours at Subrecipient's office or place of business,or at other mutually agreed upon times or locations, upon no fewer than 2 Business Days' notice from the State, unless the State determines that a shorter period of notice,or no notice, is necessary to protect the interests of the State. C. Monitoring The State will monitor Subrecipient's performance of its obligations under this Agreement using procedures as determined by the State. The federal government and any other duly authorized agent of a governmental agency, in its discretion, may monitor Subrecipient's performance of its obligations under this Agreement using procedures as determined by that governmental entity. Subrecipient shall allow the State to perform all monitoring required by the Uniform Guidance, based on the State's risk analysis of Subrecipient and this Agreement. The State shall have the right, in its sole discretion, to change its monitoring procedures and requirements at any time during the term of this Agreement. The State shall monitor Subrecipient's performance in a manner that does not unduly interfere with Subrecipient's performance of the Work. D. Final Audit Report Subrecipient shall promptly submit to the State a copy of any final audit report of an audit performed on Subrecipient's records that relates to or affects this Agreement or the Work,whether the audit is conducted by Subrecipient or a third party. Additionally, if Subrecipient is required to perform a single audit under 2 CFR 200.501,el. seq., then Subrecipient shall submit a copy of the results of that audit to the State within the same timelines as the submission to the federal government. 8. CONFIDENTIAL INFORMATION-STATE RECORDS A. Confidentiality Subrecipient shall keep confidential, and cause all Subcontractors to keep confidential, all State Records, unless those State Records are publicly available. Subrecipient shall not, without prior written approval of the State, use, publish, copy, disclose to any third party, or permit the use by any third party of any State Records,except as otherwise stated in this Agreement,permitted by law or approved in Writing by the State. Subrecipient shall provide for the security of all State Confidential Information in accordance with all policies promulgated by the Colorado Office of Information Security and all applicable laws, rules, policies, publications, and guidelines. If Subrecipient or any of its Subcontractors will or may receive the following types of data,Subrecipient or its Subcontractors shall provide for the security of such data. Subrecipient shall immediately forward any request or demand for State Records to the State's principal representative. B. Other Entity Access and Nondisclosure Agreements Subrecipient may provide State Records to its agents,employees,assigns and Subcontractors as necessary to perform the Work, but shall restrict access to State Confidential Information to those agents, employees, assigns and Subcontractors who require access to perform their obligations under this Agreement. Subrecipient shall ensure all such agents,employees,assigns,and Subcontractors sign agreements containing nondisclosure provisions at least as protective as those in this Agreement, and that the nondisclosure provisions are in force at all times the agent, employee, assign or Subcontractor has access to any State Confidential Information. Subrecipient shall provide copies of those signed nondisclosure provisions to the State upon execution of the nondisclosure provisions. C. Use,Security,and Retention Subrecipient shall use, hold and maintain State Confidential Information in compliance with any and all applicable laws and regulations in facilities located within the United States, and shall maintain a secure Contract Number 20-I ITR-ZL-03013/49100I950 Page 9 of 46 Version 1018 environment that ensures confidentiality of all State Confidential Information wherever located.Subrecipient shall provide the State with access,subject to Subrecipient's reasonable security requirements, for purposes of inspecting and monitoring access and use of State Confidential Information and evaluating security control effectiveness.Upon the expiration or termination of this Agreement, Subrecipient shall return State Records provided to Subrecipient or destroy such State Records and certify to the State that it has done so,as directed by the State.If Subrecipient is prevented by law or regulation from returning or destroying State Confidential Information, Subrecipient warrants it will guarantee the confidentiality of, and cease to use, such State Confidential Information. D. Incident Notice and Remediation If Subrecipient becomes aware of any Incident, it shall notify the State immediately and cooperate with the State regarding recovery, remediation, and the necessity to involve law enforcement, as determined by the State.Unless Subrecipient can establish that none of Subrecipient or any of its agents,employees,assigns or Subcontractors are the cause or source of the Incident, Subrecipient shall be responsible for the cost of notifying each person who may have been impacted by the Incident. After an Incident, Subrecipient shall take steps to reduce the risk of incurring a similar type of Incident in the future as directed by the State,which may include, but is not limited to, developing and implementing a remediation plan that is approved by the State at no additional cost to the State. The State may adjust or direct modifications to this plan, in its sole discretion and Subrecipient shall make all modifications as directed by the State. If Subrecipient cannot produce its analysis and plan within the allotted time, the State, in its sole discretion, may perform such analysis and produce a remediation plan,and Subrecipient shall reimburse the State for the reasonable costs thereof. E. Safeguarding PIT If Subrecipient or any of its Subcontractors will or may receive PII under this Agreement,Subrecipient shall provide for the security of such PII, in a manner and form acceptable to the State, including, without limitation, State non-disclosure requirements, use of appropriate technology, security practices, computer access security, data access security, data storage encryption, data transmission encryption, security inspections, and audits. Subrecipient shall be a "Third-Party Service Provider" as defined in §24-73- 103(1)(i), C.R.S. and shall maintain security procedures and practices consistent with §§24-73-101 et seq., C.R.S. 9. CONFLICTS OF INTEREST A. Actual Conflicts of Interest Subrecipient shall not engage in any business or activities or maintain any relationships that conflict in any way with the full performance of the obligations of Subrecipient under this Agreement. Such a conflict of interest would arise when a Subrecipient or Subcontractor's employee, officer or agent were to offer or provide any tangible personal benefit to an employee of the State, or any member of his or her immediate family or his or her partner,related to the award of,entry into or management or oversight of this Agreement. B. Apparent Conflicts of Interest Subrecipient acknowledges that,with respect to this Agreement,even the appearance of a conflict of interest shall be 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 under this Agreement. C. Disclosure to the State If a conflict or the appearance of a conflict arises, or if Subrecipient is uncertain whether a conflict or the appearance of a conflict has arisen,Subrecipient shall submit to the State a disclosure statement setting forth the relevant details for the State's consideration. Failure to promptly submit a disclosure statement or to follow the State's direction in regard to the actual or apparent conflict constitutes a breach of this Agreement. 10. INSURANCE Subrecipient shall obtain and maintain, and ensure that each Subcontractor shall obtain and maintain, insurance as specified in this section at all times during the term of this Agreement. All insurance policies required by this Agreement that are not provided through self-insurance shall be issued by insurance companies as approved by the State. Contract Number 20-1-ITR-ZL-03013/491001950 Page 10 of 46 Version 1018 A. Workers'Compensation Workers' compensation insurance as required by state statute, and employers' liability insurance covering all Subrecipient or Subcontractor employees acting within the course and scope of their employment. B. General Liability Commercial general liability insurance covering premises operations, fire damage, independent subrecipients, products and completed operations, blanket contractual liability, personal injury, and advertising liability with minimum limits as follows: i. $1,000,000 each occurrence; ii. $1,000,000 general aggregate; iii. $1,000,000 products and completed operations aggregate;and iv. $50,000 any I fire. C. Automobile Liability Automobile liability insurance covering any auto (including owned, hired and non-owned autos) with a minimum limit of$1,000,000 each accident combined single limit. D. Additional Insured The State shall be named as additional insured on all commercial general liability policies (leases and construction contracts require additional insured coverage for completed operations)required of Subrecipient and Subcontractors. E. Primacy of Coverage Coverage required of Subrecipient and each Subcontractor shall be primary over any insurance or self- insurance program carried by Subrecipient or the State. F. Cancellation All commercial insurance policies shall include provisions preventing cancellation or non-renewal, except for cancellation based on non-payment of premiums,without at least 30 days prior notice to Subrecipient and Subrecipient shall forward such notice to the State in accordance with §14 within 7 days of Subrecipient's receipt of such notice. G. Subrogation Waiver All commercial insurance policies secured or maintained by Subrecipient or its Subcontractors in relation to this Agreement shall include clauses stating that each carrier shall waive all rights of recovery under subrogation or otherwise against Subrecipient or the State, its agencies, institutions,organizations,officers, agents,employees,and volunteers. H. Public Entities If Subrecipient is a "public entity" within the meaning of the Colorado Governmental Immunity Act, §24- 10-101,et seq.,C.R.S.(the"GIA"),Subrecipient shall maintain,in lieu of the liability insurance requirements stated above,at all times during the term of this Agreement such liability insurance,by commercial policy or self-insurance,as is necessary to meet its liabilities under the GIA.If a Subcontractor is a public entity within the meaning of the GIA, Subrecipient shall ensure that the Subcontractor maintain at all times during the terms of this Subrecipient,in lieu of the liability insurance requirements stated above,such liability insurance, by commercial policy or self-insurance, as is necessary to meet the Subcontractor's obligations under the GIA. I. Certificates For each commercial insurance plan provided by Subrecipient under this Agreement, Subrecipient shall provide to the State certificates evidencing Subrecipient's insurance coverage required in this Agreement within 7 Business Days following the Effective Date. Subrecipient shall provide to the State certificates evidencing Subcontractor insurance coverage required under this Agreement within 7 Business Days following the Effective Date, except that, if Subrecipient's subcontract is not in effect as of the Effective Date,Subrecipient shall provide to the State certificates showing Subcontractor insurance coverage required under this Agreement within 7 Business Days following Subrecipient's execution of the subcontract.No later than 15 days before the expiration date of Subrecipient's or any Subcontractor's coverage,Subrecipient shall Contract Number 20.!ITR-ZL-030 1 3/49 1 00 1 95 0 Page 11 of 46 Version 1018 deliver to the State certificates of insurance evidencing renewals of coverage. At any other time during the term of this Agreement,upon request by the State, Subrecipient shall,within 7 Business Days following the request by the State, supply to the State evidence satisfactory to the State of compliance with the provisions of this section. 11. BREACH OF AGREEMENT In the event of a Breach of Agreement,the aggrieved Party shall give written notice of Breach of Agreement to the other Party. If the notified Party does not cure the breach, at its sole expense,within 30 days after the delivery of written notice, the Party may exercise any of the remedies as described in §12 for that Party. Notwithstanding any provision of this Agreement to the contrary,the State,in its discretion,need not provide notice or a cure period and may immediately terminate this Agreement in whole or in part or institute any other remedy in this Agreement in order to protect the public interest of the State; or if Subrecipient is debarred or suspended under§24-109-105,C.R.S.,the State,in its discretion,need not provide notice or cure period and may terminate this Agreement in whole or in part or institute any other remedy in this Agreement as of the date that the debarment or suspension takes effect. 12. REMEDIES A. State's Remedies If Subrecipient is in breach under any provision of this Agreement and fails to cure such breach, the State, following the notice and cure period set forth in §11, shall have all of the remedies listed in this section in addition to all other remedies set forth in this Agreement or at law. The State may exercise any or all of the remedies available to it, in its discretion,concurrently or consecutively. i. Termination for Breach In the event of Subrecipient's uncured breach,the State may terminate this entire Agreement or any part of this Agreement. Additionally, if Subrecipient fails to comply with any terms of the Federal Award, then the State may, in its discretion or at the direction of a Federal Awarding Agency, terminate this entire Agreement or any part of this Agreement. Subrecipient shall continue performance of this Agreement to the extent not terminated, if any. a. Obligations and Rights To the extent specified in any termination notice, Subrecipient shall not incur further obligations or render further performance past the effective date of such notice, and shall terminate outstanding orders and subcontracts with third parties.However, Subrecipient shall complete and deliver to the State all Work not cancelled by the termination notice,and may incur obligations as necessary to do so within this Agreement's terms. At the request of the State, Subrecipient shall assign to the State all of Subrecipient's rights,title,and interest in and to such terminated orders or subcontracts.Upon termination, Subrecipient shall take timely, reasonable and necessary action to protect and preserve property in the possession of Subrecipient but in which the State has an interest. At the State's request, Subrecipient shall return materials owned by the State in Subrecipient's possession at the time of any termination. Subrecipient shall deliver all completed Work Product and all Work Product that was in the process of completion to the State at the State's request. b. Payments Notwithstanding anything to the contrary,the State shall only pay Subrecipient for accepted Work received as of the date of termination. If, after termination by the State, the State agrees that Subrecipient was not in breach or that Subrecipient'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 as if this Agreement had been terminated in the public interest under§2.E. c. Damages and Withholding Notwithstanding any other remedial action by the State,Subrecipient shall remain liable to the State for any damages sustained by the State in connection with any breach by Subrecipient,and the State may withhold payment to Subrecipient for the purpose of mitigating the State's damages until such time as the exact amount of damages due to the State from Subrecipient is determined. The State may withhold any amount that may be due Subrecipient as the State deems necessary to protect the State against loss including,without limitation, loss as a result of outstanding liens and excess costs incurred by the State in procuring from third parties replacement Work as cover. Contract Number 20-HTR-Z1.-03013/491001950 Page 12 of 46 Version 1018 ii. Remedies Not Involving Termination The State, in its discretion,may exercise one or more of the following additional remedies: a. Suspend Performance Suspend Subrecipient's performance with respect to all or any portion of the Work pending corrective action as specified by the State without entitling Subrecipient to an adjustment in price or cost or an adjustment in the performance schedule.Subrecipient shall promptly cease performing Work and incurring costs in accordance with the State's directive, and the State shall not be liable for costs incurred by Subrecipient after the suspension of performance. b. Withhold Payment Withhold payment to Subrecipient until Subrecipient corrects its Work. c. Deny Payment Deny payment for Work not performed,or that due to Subrecipient's actions or inactions,cannot be performed or if they were performed are reasonably of no value to the state; provided, that any denial of payment shall be equal to the value of the obligations not performed. d. Removal Demand immediate removal of any of Subrecipient's employees,agents,or Subcontractors from the Work whom the State deems incompetent, careless, insubordinate, unsuitable, or otherwise unacceptable or whose continued relation to this Agreement is deemed by the State to be contrary to the public interest or the State's best interest. e. Intellectual Property If any Work infringes, or if the State in its sole discretion determines that any Work is likely to infringe,a patent,copyright,trademark,trade secret or other intellectual property right,Subrecipient shall,as approved by the State(i)secure that right to use such Work for the State and Subrecipient; (ii)replace the Work with noninfringing Work or modify the Work so that it becomes noninfringing; or,(iii)remove any infringing Work and refund the amount paid for such Work to the State. B. Subrecipient's Remedies If the State is in breach of any provision of this Agreement and does not cure such breach, Subrecipient, following the notice and cure period in§11 and the dispute resolution process in§I3 shall have all remedies available at law and equity. 13. DISPUTE RESOLUTION A. Initial Resolution Except as herein specifically provided otherwise, disputes concerning the performance of this Agreement which cannot be resolved by the designated Agreement representatives shall be referred in writing to a senior departmental management staff member designated by the State and a senior manager designated by Subrecipient for resolution. B. Resolution of Controversies If the initial resolution described in§13.A fails to resolve the dispute within 10 Business Days, Subrecipient shall submit any alleged breach of this Agreement by the State to the Procurement Official of the State Agency named on the Cover Page of this Agreement as described in §24-101-301(30),C.R.S. for resolution following the same resolution of controversies process as described in §§24-106-109, and 24-109-101.1 through 24-109-505,C.R.S.,(the"Resolution Statutes"),except that if Subrecipient wishes to challenge any decision rendered by the Procurement Official, Subrecipient's challenge shall be an appeal to the executive director of the Department of Personnel and Administration, or their delegate, in the same manner as described in the Resolution Statutes before Subrecipient pursues any further action. Except as otherwise stated in this Section, all requirements of the Resolution Statutes shall apply including, without limitation, time limitations regardless of whether the Colorado Procurement Code applies to this Agreement. 14. NOTICES and REPRESENTATIVES Each individual identified as a Principal Representative on the Cover Page for this Agreement shall be the principal representative of the designating Party. All notices required or permitted to be given under this Contract Number 20-HTR-71.-03013/491001950 Page 13 of 46 Version 1018 Agreement shall be in writing, and shall be delivered (A) by hand with receipt required, (B) by certified or registered mail to such Party's principal representative at the address set forth below or(C)as an email with read receipt requested to the principal representative at the email address, if any, set forth on the Cover Page for this Agreement. If a Party delivers a notice to another through email and the email is undeliverable, then, unless the Party has been provided with an alternate email contact,the Party delivering the notice shall deliver the notice by hand with receipt required or by certified or registered mail to such Party's principal representative at the address set forth on the Cover Page for this Agreement. Either Party may change its principal representative or principal representative contact information,or may designate specific other individuals to receive certain types of notices in addition to or in lieu of a principal representative,by notice submitted in accordance with this section without a formal amendment to this Agreement. Unless otherwise provided in this Agreement,notices shall be effective upon delivery of the written notice. 15. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION A. Work Product Subrecipient agrees to provide to the State a royalty-free,non-exclusive and irrevocable license to reproduce publish or otherwise use and to authorize others to use the Work Product described herein, for the Federal Government and State purposes. All Work Product shall be delivered to the State by Subrecipient upon completion or termination hereof. B. Exclusive Property of the State Except to the extent specifically provided elsewhere in this Agreement,any pre-existing State Records,State software,research,reports,studies,photographs,negatives or other documents,drawings,models,materials, data and information shall be the exclusive property of the State (collectively, "State Materials"). Subrecipient shall not use,willingly allow, cause or permit Work Product or State Materials to be used for any purpose other than the performance of Subrecipient's obligations in this Agreement without the prior written consent of the State. Upon termination of this Agreement for any reason,Subrecipient shall provide all Work Product and State Materials to the State in a form and manner as directed by the State. C. Exclusive Property of Subrecipient Subrecipient retains the exclusive rights,title,and ownership to any and all pre-existing materials owned or licensed to Subrecipient including,but not limited to,all pre-existing software,licensed products, associated source code, machine code, text images, audio and/or video, and third-party materials, delivered by Subrecipient under this Agreement,whether incorporated in a Deliverable or necessary to use a Deliverable (collectively,"Subrecipient Property").Subrecipient Property shall be licensed to the State as set forth in this Agreement or a State approved license agreement:(i)entered into as exhibits to this Agreement,(ii)obtained by the State from the applicable third-party vendor, or(iii) in the case of open source software,the license terms set forth in the applicable open source license agreement. 16. STATEWIDE CONTRACT MANAGEMENT SYSTEM If the maximum amount payable to Subrecipient under this Agreement is $100,000 or greater, either on the Effective Date or at any time thereafter,this section shall apply.Subrecipient agrees to be governed by and comply with the provisions of§§24-106-103,24-102-206,24-106-106,and 24-106-107,C.R.S.regarding the monitoring of vendor performance and the reporting of Agreement performance information in the State's Agreement management system ("Contract Management System" or"CMS"). Subrecipient's performance shall be subject to evaluation and review in accordance with the terms and conditions of this Agreement, Colorado statutes governing CMS,and State Fiscal Rules and State Controller policies. 17. GENERAL PROVISIONS A. Assignment Subrecipient's rights and obligations under this Agreement are personal and may not be transferred or assigned without the prior,written consent of the State. Any attempt at assignment or transfer without such consent shall be void. Any assignment or transfer of Subrecipient's rights and obligations approved by the State shall be subject to the provisions of this Agreement. B. Subcontracts Subrecipient shall not enter into any subaward or subcontract in connection with its obligations under this Agreement without the prior,written approval of the State. Subrecipient shall submit to the State a copy of each such subaward or subcontract upon request by the State. All subawards and subcontracts entered into Contract Number 20-1ITR-Z1-03013/491001950 Page 14 of 46 Version 1018 by Subrecipient in connection with this Agreement shall comply with all applicable federal and state laws and regulations,shall provide that they are governed by the laws of the State of Colorado,and shall be subject to all provisions of this Agreement. If the entity with whom Subrecipient enters into a subcontract or subaward would also be considered a Subrecipient, then the subcontract or subaward entered into by Subrecipient shall also contain provisions permitting both Subrecipient and the State to perform all monitoring of that Subcontractor in accordance with the Uniform Guidance. C. Binding Effect Except as otherwise provided in§17.A.,all provisions of this Agreement,including the benefits and burdens, shall extend to and be binding upon the Parties' respective successors and assigns. D. Authority Each Party represents and warrants to the other that the execution and delivery of this Agreement and the performance of such Party's obligations have been duly authorized. E. Captions and References The captions and headings in this Agreement are for convenience of reference only,and shall not be used to interpret,define,or limit its provisions. All references in this Agreement to sections(whether spelled out or using the § symbol), subsections, exhibits or other attachments, are references to sections, subsections, exhibits or other attachments contained herein or incorporated as a part hereof, unless otherwise noted. F. Counterparts This Agreement may be executed in multiple,identical,original counterparts,each of which shall be deemed to be an original,but all of which, taken together,shall constitute one and the same agreement. G. Entire Understanding This Agreement represents the complete integration of all understandings between the Parties related to the Work, and all prior representations and understandings related to the Work,oral or written,are merged into this Agreement. Prior or contemporaneous additions,deletions,or other changes to this Agreement shall not have any force or effect whatsoever,unless embodied herein. H. Digital Signatures If any signatory signs this Agreement using a digital signature in accordance with the Colorado State Controller Contract, Grant and Purchase Order Policies regarding the use of digital signatures issued under the State Fiscal Rules,then any agreement or consent to use digital signatures within the electronic system through which that signatory signed shall be incorporated into this Agreement by reference. I. Modification Except as otherwise provided in this Agreement,any modification to this Agreement shall only be effective if agreed to in a formal amendment to this Agreement, properly executed and approved in accordance with applicable Colorado State law and State Fiscal Rules. Modifications permitted under this Agreement,other than Agreement amendments,shall conform to the policies issued by the Colorado State Controller. J. Statutes, Regulations,Fiscal Rules,and Other Authority. Any reference in this Agreement to a statute, regulation, State Fiscal Rule, fiscal policy or other authority shall be interpreted to refer to such authority then current,as may have been changed or amended since the Effective Date of this Agreement. K. External Terms and Conditions Notwithstanding anything to the contrary herein, the State shall not be subject to any provision included in any terms, conditions, or agreements appearing on Subrecipient's or a Subcontractor's website or any provision incorporated into any click-through or online agreements related to the Work unless that provision is specifically referenced in this Agreement. L. Severability The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement,which shall remain in full force and effect,provided that the Parties can continue to perform their obligations under this Agreement in accordance with the intent of this Agreement. Contract Number 20-HTR-Zt-03013/491001950 Page 15 of 46 Version 1018 M. Survival of Certain Agreement Terms Any provision of this Agreement that imposes an obligation on a Party after termination or expiration of this Agreement shall survive the termination or expiration of this Agreement and shall be enforceable by the other Party. N. Taxes The State is exempt from federal excise taxes under I.R.C.Chapter 32(26 U.S.C.,Subtitle D,Ch.32)(Federal Excise Tax Exemption Certificate of Registry No. 84-730123K)and from State and local government sales and use taxes under§§39-26-704(1),et seq., C.R.S. (Colorado Sales Tax Exemption Identification Number 98-02565). The State shall not be liable for the payment of any excise, sales, or use taxes, regardless of whether any political subdivision of the state imposes such taxes on Subrecipient.Subrecipient shall be solely responsible for any exemptions from the collection of excise, sales or use taxes that Subrecipient may wish to have in place in connection with this Agreement. O. Third Party Beneficiaries Except for the Parties'respective successors and assigns described in§17.A.,this Agreement does not and is not intended to confer any rights or remedies upon any person or entity other than the Parties. Enforcement of this Agreement and all rights and obligations hereunder are reserved solely to the Parties. Any services or benefits which third parties receive as a result of this Agreement are incidental to this Agreement,and do not create any rights for such third parties. P. Waiver A Party's failure or delay in exercising any right,power,or privilege under this Agreement,whether explicit or by lack of enforcement,shall not operate as a waiver, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise of such right,power,or privilege. Q. CORA Disclosure To the extent not prohibited by federal law, this Agreement and the performance measures and standards required under§24-106-107,C.R.S.,if any,are subject to public release through the CORA. R. Standard and Manner of Performance Subrecipient shall perform its obligations under this Agreement in accordance with the highest standards of care,skill and diligence in Subrecipient's industry,trade,or profession. S. Licenses,Permits,and Other Authorizations. Subrecipient shall secure, prior to the Effective Date, and maintain at all times during the term of this Agreement, at its sole expense, all licenses, certifications, permits, and other authorizations required to perform its obligations under this Agreement,and shall ensure that all employees,agents and Subcontractors secure and maintain at all times during the term of their employment, agency or Subcontractor, all license, certifications, permits and other authorizations required to perform their obligations in relation to this Agreement. T. Indemnification i. General Indemnification Subrecipient shall indemnify,save,and hold harmless the State,its employees,agents and assignees(the "Indemnified Parties"), against any and all costs, expenses, claims, damages, liabilities, court awards and other amounts(including attorneys'fees and related costs)incurred by any of the Indemnified Parties in relation to any act or omission by Subrecipient,or its employees,agents,Subcontractors,or assignees in connection with this Agreement. ii. Confidential Information Indemnification Disclosure or use of State Confidential Information by Subrecipient in violation of§8 may be cause for legal action by third parties against Subrecipient,the State,or their respective agents.Subrecipient shall indemnify, save, and hold harmless the Indemnified Parties, against any and all claims, damages, liabilities, losses, costs, expenses(including attorneys' fees and costs) incurred by the State in relation to any act or omission by Subrecipient,or its employees,agents,assigns,or Subcontractors in violation of§8. iii. Intellectual Property Indemnification Subrecipient shall indemnify,save,and hold harmless the Indemnified Parties,against any and all costs, expenses,claims,damages, liabilities, and other amounts(including attorneys' fees and costs)incurred Contract Number 20-11TR-Z1,-03013/491001950 Page 16 of 46 Version 1018 by the Indemnified Parties in relation to any claim that any Work infringes a patent, copyright, trademark,trade secret,or any other intellectual property right. U. Federal Provisions Subrecipient shall comply with all applicable requirements of Exhibit D at all times during the term of this Agreement. 18. COLORADO SPECIAL PROVISIONS(COLORADO FISCAL RULE 3-3) These Special Provisions apply to all contracts except where noted in italics. A. STATUTORY APPROVAL.§24-30-202(1),C.R.S. This Contract shall not be valid until it has been approved by the Colorado State Controller or designee. If this Contract is for a Major Information Technology Project, as defined in §24-37.5-102(2.6), then this Contract shall not be valid until it has been approved by the State's Chief Information Officer or designee. B. FUND AVAILABILITY.§24-30-202(5.5),C.R.S. Financial obligations of the State payable after the current State Fiscal Year are contingent upon funds for that purpose being appropriated,budgeted,and otherwise made available. C. GOVERNMENTAL IMMUNITY. Liability for claims for injuries to persons or property arising from the negligence of the State, its departments,boards,commissions committees,bureaus,offices,employees and officials shall be controlled and limited by the provisions of the Colorado Governmental Immunity Act, §24-10-101,et seq.,C.R.S.;the Federal Tort Claims Act,28 U.S.C.Pt.VI,Ch. 171 and 28 U.S.C. I346(b),and the State's risk management statutes,§§24-30-I501,et seq.C.R.S. No term or condition of this Contract shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections, or other provisions, contained in these statutes. D. INDEPENDENT CONTRACTOR. Subrecipient shall perform its duties hereunder as an independent contractor and not as an employee.Neither Subrecipient nor any agent or employee of Subrecipient shall be deemed to be an agent or employee of the State. Subrecipient shall not have authorization, express or implied, to bind the State to any agreement, liability or understanding,except as expressly set forth herein. Subrecipient and its employees and agents are not entitled to unemployment insurance or workers compensation benefits through the State and the State shall not pay for or otherwise provide such coverage for Subrecipient or any of its agents or employees. Subrecipient shall pay when due all applicable employment taxes and income taxes and local head taxes incurred pursuant to this Agreement.Subrecipient shall(i)provide and keep in force workers' compensation and unemployment compensation insurance in the amounts required by law, (ii) provide proof thereof when requested by the State,and (iii)be solely responsible for its acts and those of its employees and agents. E. COMPLIANCE WITH LAW. Subrecipient shall comply with all applicable federal and State laws, rules, and regulations in effect or hereafter established,including,without limitation, laws applicable to discrimination and unfair employment practices. F. CHOICE OF LAW,JURISDICTION,AND VENUE. Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the interpretation, execution, and enforcement of this Contract. Any provision included or incorporated herein by reference which conflicts with said laws,rules,and regulations shall be null and void.All suits or actions related to this Contract shall be filed and proceedings held in the State of Colorado and exclusive venue shall be in the City and County of Denver. G. PROHIBITED TERMS. Any term included in this Contract that requires the State to indemnify or hold Subrecipient harmless; requires the State to agree to binding arbitration; limits Subrecipient's liability for damages resulting from death,bodily injury,or damage to tangible property;or that conflicts with this provision in any way shall be void ab initio. Nothing in this Contract shall be construed as a waiver of any provision of§24-106-109 C.R.S. Any term included in this Contract that limits Subrecipient's liability that is not void under this section shall Contract Number 20-t1TR-7.1.-03013/491001950 Page 17 of 46 Version 1018 apply only in excess of any insurance to be maintained under this Contract,and no insurance policy shall be interpreted as being subject to any limitations of liability of this Contract. H. SOFTWARE PIRACY PROHIBITION. State or other public funds payable under this Contract shall not be used for the acquisition, operation, or maintenance of computer software in violation of federal copyright laws or applicable licensing restrictions. Subrecipient hereby certifies and warrants that, during the term of this Contract and any extensions, Subrecipient has and shall maintain in place appropriate systems and controls to prevent such improper use of public funds. If the State determines that Subrecipient is in violation of this provision, the State may exercise any remedy available at law or in equity or under this Contract, including, without limitation, immediate termination of this Contract and any remedy consistent with federal copyright laws or applicable licensing restrictions. I. EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST. §§24-18-201 and 24-50-507, C.R.S. The signatories aver that to their knowledge,no employee of the State has any personal or beneficial interest whatsoever in the service or property described in this Contract. Subrecipient has no interest and shall not acquire any interest,direct or indirect, that would conflict in any manner or degree with the performance of Subrecipient's services and Subrecipient shall not employ any person having such known interests. J. VENDOR OFFSET AND ERRONEOUS PAYMENTS.§§24-30-202(1)and 24-30-202.4,C.R.S. INot applicable to intergovernmental agreements I Subject to§24-30-202.4(3.5),C.R.S.,the State Controller may withhold payment under the State's vendor offset intercept system for debts owed to State agencies for: (i) unpaid child support debts or child support arrearages; (ii) unpaid balances of tax, accrued interest, or other charges specified in §§39-21-101,et seq., C.R.S.; (iii) unpaid loans due to the Student Loan Division of the Department of Higher Education;(iv)amounts required to be paid to the Unemployment Compensation Fund;and(v)other unpaid debts owing to the State as a result of final agency determination or judicial action. The State may also recover,at the State's discretion,payments made to Subrecipient in error for any reason, including,but not limited to,overpayments or improper payments,and unexpended or excess funds received by Subrecipient by deduction from subsequent payments under this Contract, deduction from any payment due under any other contracts, grants or agreements between the State and Subrecipient, or by any other appropriate method for collecting debts owed to the State. K. PUBLIC CONTRACTS FOR SERVICES. §8-17.5-101,et seq., C.R.S. /Not applicable to agreements relating to the offer, issuance, or sale of securities, investment advisory services or fund management services,sponsored projects,intergovernmental agreements,or information technology services or products and services/Subrecipient certifies, warrants, and agrees that it does not knowingly employ or contract with an illegal alien who will perform work under this Contract and will confirm the employment eligibility of all employees who are newly hired for employment in the United States to perform work under this Contract,through participation in the E-Verify Program or the State verification program established pursuant to §8-17.5-102(5)(c), C.R.S., Subrecipient shall not knowingly employ or contract with an illegal alien to perform work under this Contract or enter into a contract with a Subcontractor that fails to certify to Subrecipient that the Subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Contract. Subrecipient (i) shall not use E-Verify Program or the program procedures of the Colorado Department of Labor and Employment ("Department Program") to undertake pre-employment screening of job applicants while this Contract is being performed,(ii)shall notify the Subcontractor and the contracting State agency or institution of higher education within 3 days if Subrecipient has actual knowledge that a Subcontractor is employing or contracting with an illegal alien for work under this Contract,(iii)shall terminate the subcontract if a Subcontractor does not stop employing or contracting with the illegal alien within 3 days of receiving the notice,and(iv)shall comply with reasonable requests made in the course of an investigation, undertaken pursuant to §8-17.5-102(5), C.R.S., by the Colorado Department of Labor and Employment. If Subrecipient participates in the Department program, Subrecipient shall deliver to the contracting State agency, Institution of Higher Education or political subdivision,a written,notarized affirmation,affirming that Subrecipient has examined the legal work status of such employee, and shall comply with all of the other requirements of the Department program. If Subrecipient fails to comply with any requirement of this provision or §§8-17.5-101, et seq., C.R.S., the contracting State agency, institution of higher education or political subdivision may terminate this Contract for breach and, if so terminated,Subrecipient shall be liable for damages. Contract Number 20-!ITR-ZI.03013/491001950 Page 18 of 46 Version 1018 L. PUBLIC CONTRACTS WITH NATURAL PERSONS.§24-76.5-101,et seq.,C.R.S. Subrecipient,if a natural person eighteen(18)years of age or older,hereby swears and affirms under penalty of perjury that Subrecipient (i) is a citizen or otherwise lawfully present in the United States pursuant to federal law, (ii) shall comply with the provisions of§§24-76.5-10I, et seq., C.R.S., and (iii) has produced one form of identification required by §24-76.5-103,C.R.S. prior to the Effective Date of this Contract. Contract Number 20-HTR-ZL-03013/491001950 Page 19 of 46 Version 1018 EXHIBIT A, STATEMENT OF WORK AND BUDGET Project Description* 5339(a)-19: Three(3)ADA Gas BOC Replacements&(1)35'ADA LoFIr Hybrid Bus Federal Awarding Agency Federal Transit Administration(FTA) Federal Regional Contact Cindy Terwilliger Federal Award Date To Be Determined Project End Date December 31,2022 FAIN To Be Determined CFDA# 20.526 CFDA Title Formula Grants for Rural Areas Program Subrecipient Pueblo,City of DUNS# 010620284 Contact Name Benjamin Valdez Vendor# 2000036 Address 350 Alan Hamel Avenue Phone (719)553-2721 Pueblo,Colorado 81003 Email bvaldez@pueblo.us Indirect Rate WBS** 19-39-0019.PUEB.111 AL1 11.12.04($158,436) WBS** 19-39-0019.PUEB.1 11 ALI 11.12.02 ($544,800) Total Project Budget $879,045.00 Federal FTA-5339 Funds(at 80%or less) $703,236.00 Local Funds(at 20%or more) $175,809.00 Total Project Amount Encumbered via this Subaward Agreement $879,045.00 *This is not a research and development grant. **The WBS numbers may be replaced without changing the amount of the subaward at CDOT's discretion. A. Project Description City of Pueblo shall use 2019 FTA-5339(a)funds,along with local matching funds,to purchase: Three(3)ADA Gas BOC Replacements&(1)35'ADA LoFIr Hybrid Bus as more fully described below. The purchase will support the goals of the Statewide Transit Plan. City of Pueblo shall use capital funds to purchase the following vehicle(s)(Capital Asset(s)): AL1 Name QTY Fuel Type Description FTA Amount ADA Compliance 11.12.04 3 Gas (3)ADA <30'BOC Repls @ $158,436 Yes $66,015/ea 11.12.02 1 Hybrid (1)35'ADA LoFIr Hybrid $544,800 Yes Bus The Capital Asset(s)being purchased is/are replacing the following existing fleet vehicles: VIN COTRAMS Inventory# Year Model Make IFDFE4FS8ADB00770 INV-00004765 2010 E450 SPC- Startrans (Supreme Corporation) IFDFE4FSOADA05961 INV-00004761 2010 E450 Ford I FDXE45S07DB36984 INV-00004759 2007 Econoline FRD-Ford Motor Corporation 15GCB291841111709 INV-00004736 2004 Phantom GIL-Gillig Contract Number 20-HTR-ZL.-03013/491001950 Page 20 of 46 Version 1018 • B. Performance Standards 1. Project Milestones Milestone Description Original Estimated Completion Date Submit Procurement Concurrence Request(PCR)to CDOT Project Manager for 11/1/2019 Approval Submit Procurement Authorization(PA)and solicitation docs CDOT Project Manager 11/4/2019 for Approval Take Delivery of(First) Vehicle/Equipment/Project Property 9/1/2020 Take Delivery of and Accept All Vehicles/Equipment/Project Property 9/7/2020 Submit Reimbursement Request in COTRAMS 10/14/2019 IMPORTANT NOTE: All milestones in this scope of work(except for the final reimbursement requests)must be completed no later than the expiration date of this Subaward Agreement: December 31,2022. 2. City of Pueblo shall use the Capital Asset(s)purchased in its transit operations and shall perform regularly recurring maintenance with specific performance measures tied to City of Pueblo's written maintenance plans, including manufacturer's recommendations and warranty program(s). City of Pueblo will measure whether this project is successful and improves the efficiency, effectiveness,and safety of transportation. 3. Performance will be reviewed throughout the duration of this Subaward Agreement. City of Pueblo shall report to the CDOT Project Manager whenever one or more of the following occurs: a. Budget or schedule changes; b. Scheduled milestone or completion dates are not met; c. Identification of problem areas and how the problems will be resolved; and/or d. Expected impacts and the efforts to recover from delays. 4. City of Pueblo 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$879,045.00. The State will pay no more than 80%of the eligible,actual project costs,up to the maximum amount of$703,236.00. The State will retain any remaining balance of the federal share of FTA-5339(a)Funds. City of Pueblo 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$703,236.00 (80%) and matching Local Funds of $175,809.00 (20%),will be encumbered for this Subaward Agreement. 2. No refund or reduction of the amount of City of Pueblo'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. City of Pueblo may use eligible federal funds for the Local Funds share,but those funds cannot be from other Federal Department of Transportation(DOT)programs. City of Pueblo's share, together with the Federal Funds share, must be enough to ensure payment of the Total Project Budget. 4. Per the terms of this Subaward Agreement,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 Subaward Agreement,provided that the federal share of FTA funds to be administered by the State are made available and remain available. City of Pueblo shall initiate and prosecute to completion all actions necessary to enable City of Pueblo 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. Contract Number:20-HTR-ZL-03013/491001950 Page 21 of 46 Version 1018 D. Procurement Procurement of the Capital Asset(s)will comply with state procurement procedures,the DTR Quick Procurement Guide,as well as 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 the Capital Asset(s)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. 3. Prior to entering into a purchasing agreement with the selected vendor,City of Pueblo shall request a Purchase Authorization(PA),and submit a vendor quote for the Capital Asset(s)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(s) is/are ordered,the CDOT Project Manager shall be notified by City of Pueblo in COTRAMS of the agreed upon delivery date. 5. Upon delivery,City of Pueblo shall be responsible for having the Capital Asset(s)inspected and accepted within fifteen(15)calendar days of delivery. If defects prevent acceptance of the Capital Asset(s),City of Pueblo will contact the vendor to resolve any defects and notify CDOT. 6. City of Pueblo shall be responsible for reimbursing the selected vendor within forty-five(45)calendar days after acceptance of the Capital Asset(s). E. Reimbursement Eligibility Requests for reimbursement for eligible project costs will be paid to City of Pueblo upon submission of a complete reimbursement packet in COTRAMS for those eligible costs incurred during the Subaward Agreement effective dates. Accepted reimbursement packets will include the following completed documents: • Independent Cost Estimate(ICE) • Procurement Concurrence Request(PCR) • Purchase Authorization(PA) • Signed Notice of Acceptance(NA) • Signed Security Agreement(SA) • Application for Title showing"Colorado Department of Transportation"as the lienholder • Invoice • Proof of Payment • Post Delivery Certifications City of Pueblo must submit the final invoice within sixty(60)calendar days of acceptance of the Capital Asset(s), and submit a Grant Closeout and Liquidation(GCL)Form in COTRAMS within fifteen (15)calendar days of issuance of the final reimbursement payment. 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, Contract Number 20-HTR-Z1.-03013/491001950 Page 22 of 46 Version 1018 higher cost of fuel,and changes in local law limiting where vehicles can be operated are not exemptions from 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). City of Pueblo shall not dispose or otherwise release the Capital Asset(s)to any other party while there is federal interest in the Capital Asset(s)without approval from the CDOT Project Manager. City of Pueblo is responsible for making 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 City of Pueblo will work in conjunction with Department of Revenue(DOR)to assure the lien is released according to state rules. G. Training In an effort to enhance transit safety,City of Pueblo 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,City of Pueblo 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 City of Pueblo 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 City of Pueblo is certifying that it complies with 2 CFR 200.450 by entering into this Subaward Agreement. J. Special Conditions 1. City of Pueblo will comply with all requirements imposed by CDOT on City of Pueblo so that the federal award is used in accordance with federal statutes,regulations,and the terms and conditions of the federal award. 2. City of Pueblo must permit CDOT and their auditors to have access to City of Pueblo's records and financial statements as necessary,with reasonable advance notice. 3. Except as provided in this Subaward Agreement,City of Pueblo shall not be reimbursed for any purchase, issued purchase order,or leased capital equipment prior to the execution of this Subaward Agreement. 4. City of Pueblo cannot request reimbursement for costs on this project from more than one Federal Awarding Agency or other federal awards(i.e.,no duplicate billing). 5. City of Pueblo must obtain CDOT approval, in writing, if FTA funds are intended to be used for payment of a lease or for third-party contracts. 6. If receiving FTA 5311 funding,City of Pueblo 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. Contract Number 20-11TR-ZL-03013/491001950 Page 23 of 46 Version 1018 7. If receiving FTA 5311 funding,City of Pueblo shall maintain and report annually all information required by the National Transit Database(NTD)and any other financial,fleet,or service data. 8. If receiving FTA 5311 or 5339 funding,City of Pueblo will ensure subcontractors and subrecipients comply with FTA Drug and Alcohol Regulations. 9. City of Pueblo 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. City of Pueblo shall seek to ensure non-discrimination in its programs and activities by developing and maintaining a Title VI Program in accordance with the"Requirements for FTA Subrecipients" in CDOT's Title VI Program Plan and Federal Transit Administration Circular 4702.1 B,"Title VI Requirements and Guidelines for 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." 11. City of Pueblo 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. 12. City of Pueblo 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 fbr FTA subrecipients. 13. City of Pueblo 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,City of Pueblo shall require its subrecipients and/or contractors to provide a statement of written assurance that they will comply with Section 504 and not discriminate on the basis of disability. 14. City of Pueblo shall agree to produce and maintain documentation that supports compliance with the Americans with Disabilities Act to CDOT upon request. 15. City of Pueblo 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.I B. 16. City of Pueblo shall update its Agency Profile in COTRAMS with any alterations to existing construction or any new construction in accordance with FTA Circular 4710.1. 17. City of Pueblo will adopt a Transit Asset Management Plan that complies with regulations implementing 49 U.S.C. § 5326(d). 18. City of Pueblo shall include nondiscrimination language and the Disadvantaged Business Enterprise(DBE) assurance in all contracts and solicitations in accordance with DBE regulations,49 CFR Part 26,and CDOT's DBE program. 19. Meal delivery must not conflict with providing public transportation service or reduce service to public transportation passengers. Contract Number 20-HTR-Z1.-03013/491001950 Page 24 01 46 Version 1018 EXHIBIT B, SAMPLE OPTION LETTER State Agency Option Letter Number Department of Transportation Insert the Option Number(e.g. "1"for the first option) Subrecipient Original Agreement Number Insert Grantee's Full Legal Name,including"Inc.", Insert CMS number or Other Contract Number of "LLC",etc... the Original Contract Subaward Agreement Amount Option Agreement Number Federal Funds Insert CMS number or Other Contract Number of Maximum Amount(%) $0.00 this Option Local Funds Agreement Performance Beginning Date Local Match Amount(%) $0.00 The later of the Effective Date or Month,Day, Year Agreement Total $0.00 Current Agreement Expiration Date Month,Day,Year 1. OPTIONS: A. Option to extend for an Extension Term. 2. REQUIRED PROVISIONS: A. For use with Option 1(A): In accordance with Section(s) 2.B of the Original Agreement referenced above,the State hereby exercises its option for an additional term,beginning Insert start date and ending on the current Agreement expiration date shown above,at the rates stated in the Original Agreement, as amended. B. For use with Options 1(A):The Agreement Maximum Amount table on the Agreement's Signature and Cover Page is hereby deleted and replaced with the Current Agreement Maximum Amount table shown above. 3. OPTION EFFECTIVE DATE: A. The effective date of this Option Letter is upon approval of the State Controller or.....,whichever is later. STATE OF COLORADO In accordance with §24-30-202,C.R.S.,this Option Jared S.Polis,Governor is not valid until signed and dated below by the State Department of Transportation Controller or an authorized delegate. Shoshana M. Lew, Executive Director STATE CONTROLLER Robert Jaros,CPA,MBA,JD By: By:Name&Title of Person Signing for Agency or Name of Agency or IHE Delegate-Please delete IHE if contract will be routed to OSC for approval Date: Option Effective Date: Contract Number 20-HTR-7_L-03013/491001950 Page 25 of 46 Version 1018 EXHIBIT C, FEDERAL PROVISIONS 1. APPLICABILITY OF PROVISIONS. 1.1. The Contract to which these Federal Provisions are attached has been funded, in whole or in part,with an Award of Federal funds.In the event of a conflict between the provisions of these Federal Provisions, the Special Provisions, the body of the Contract, or any attachments or exhibits incorporated into and made a part of the Contract,the provisions of these Federal Provisions shall control. 2. DEFINITIONS. 2.1. For the purposes of these Federal Provisions, the following terms shall have the meanings ascribed to them below. 2.1.1. "Award" means an award of Federal financial assistance, and the Contract setting forth the terms and conditions of that financial assistance,that a non-Federal Entity receives or administers. 2.1.1.1. Awards may be in the form of: 2.1.1.1.1. Grants; 2.1.1.1.2. Contracts; 2.1.1.1.3. 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); 2.1.1.1.4. Loans; 2.1.1.1.5. Loan Guarantees; 2.1.1.1.6. Subsidies; 2.1.1.1.7. Insurance; 2.1.1.1.8. Food commodities; 2.1.1.1.9. Direct appropriations; 2.1.1.1.10. Assessed and voluntary contributions;and 2.1.2.1.11. Other financial assistance transactions that authorize the expenditure of Federal funds by non-Federal Entities. 2.1.1.1.12. Any other items specified by OMB in policy memoranda available at the OMB website or other source posted by the OMB. 2.1.1.2. Award does not include: 2.1.1.2.1. Technical assistance,which provides services in lieu of money; 2.1.1.2.2. A transfer of title to Federally-owned property provided in lieu of money;even if the award is called a grant; 2.1.1.2.3. Any award classified for security purposes;or 2.1.1.2.4. 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). 2.1.2. "Contract" means the Contract or Subaward Agreement to which these Federal Provisions are attached and includes all Award types in §2.1.1.1 of this Exhibit. 2.1.3. "Contractor" means the party or parties to a Contract or Subaward Agreement funded, in whole or in part,with Federal financial assistance,other than the Prime Recipient,and includes Subrecipients and borrowers. For purposes of Transparency Act reporting, Contractor does not include Vendors. 2.1.4. "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. 2.1.5. "Entity"means all of the following as defined at 2 CFR part 25,subpart C; Contract Number 20-I ITR-ZL-03013/491001950 Page 26 of 46 Version 1018 2.1.5.1. A governmental organization,which is a State, local government,or Indian Tribe; 2.1.5.2. A foreign public entity; 2.1.5.3. A domestic or foreign non-profit organization; 2.1.5.4. A domestic or foreign for-profit organization;and 2.1.5.5. A Federal agency,but only a Subrecipient under an Award or Sub award to a non-Federal entity. 2.I.6. "Executive"means an officer,managing partner or any other employee in a management position. 2.1.7. "Federal Award Identification Number (FAIN)" means an Award number assigned by a Federal agency to a Prime Recipient. 2.1.8. "Federal Awarding Agency" means a Federal agency providing a Federal Award to a Recipient as described in 2 CFR §200.37 2.1.9. "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." 2.1.10. "Federal Provisions"means these Federal Provisions subject to the Transparency Act and Uniform Guidance, as may be revised pursuant to ongoing guidance from the relevant Federal or State of Colorado agency or institutions of higher education. 2.1.11. "OMB"means the Executive Office of the President,Office of Management and Budget. 2.1.12. "Prime Recipient" means a Colorado State agency or institution of higher education that receives an Award. 2.1.13. "Subaward"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 in accordance with 2 CFR §200.38. The term does not include payments to a contractor or payments to an individual that is a beneficiary of a Federal program. 2.1.14. "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 Subrecipient. The term does not include an individual who is a beneficiary of a federal program. 2.1.15. "Subrecipient Parent DUNS Number" means the sub recipient parent organization's 9-digit Data Universal Numbering System(DUNS)number that appears in the sub recipient's System for Award Management(SAM)profile, if applicable. 2.1.16. "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. 2.1.17. "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: 2.1.17.1. Salary and bonus; 2.1.17.2. 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 I23R), Shared Based Payments; 2.1.17.3. Earnings for services under non-equity incentive plans, not including group life, health, hospitalization or medical reimbursement plans that do not discriminate in favor of Executives and are available generally to all salaried employees; 2.1.17.4. Change in present value of defined benefit and actuarial pension plans; 2.1.17.5. Above-market earnings on deferred compensation which is not tax-qualified; Contract Number 20-IITR-Z[.-03013/491001950 Page 27 of 46 Version 1018 2.1.17.6. Other compensation, if the aggregate value of all such other compensation (e.g. severance, termination payments, value of life insurance paid on behalf of the employee, perquisites or property)for the Executive exceeds$10,000. 2.1.18. "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. 2.1.19. "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. 2.1.20. "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 Subrecipient and is not subject to the terms and conditions of the Federal award. Program compliance requirements do not pass through to a Vendor. 3. COMPLIANCE. 3.1. Contractor shall comply with all applicable provisions of the Transparency Act,all applicable provisions of the Uniform Guidance,and the regulations issued pursuant thereto,including but not limited to these Federal Provisions.Any revisions to such provisions or regulations shall automatically become a part of these Federal Provisions, without the necessity of either party executing any further instrument. The State of Colorado may provide written notification to Contractor of such revisions,but such notice shall not be a condition precedent to the effectiveness of such revisions. 4. SYSTEM FOR AWARD MANAGEMENT (SAM) AND DATA UNIVERSAL NUMBERING SYSTEM(DUNS)REQUIREMENTS. 4.1. 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. 4.2. 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. 5. TOTAL COMPENSATION. 5.1. Contractor shall include Total Compensation in SAM for each of its five most highly compensated Executives for the preceding fiscal year if: 5.1.1. The total Federal funding authorized to date under the Award is$25,000 or more;and 5.1.2. In the preceding fiscal year,Contractor received: 5.1.2.1. 80%or more of its annual gross revenues from Federal procurement contracts and subcontracts and/or Federal financial assistance Awards or Sub awards subject to the Transparency Act;and 5.1.2.2. $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 5.1.3. The public does not have access to information about the compensation of such Executives through periodic reports filed under section 13(a)or 15(d)of the Securities Exchange Act of 1934(15 U.S.C. 78m(a),78o(d)or§ 6104 of the Internal Revenue Code of 1986. 6. REPORTING. 6.1. Contractor shall report data elements to SAM and to the Prime Recipient as required in this Exhibit 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 Federal Provisions and the cost of producing such reports shall be included in the Contract price. The reporting requirements in this Exhibit Contract Number 20-FITR-Z1.-03013/491001950 Page 28 of 46 Version 1018 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. 7. EFFECTIVE DATE AND DOLLAR THRESHOLD FOR REPORTING. 7.1. Reporting requirements in §8 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. 7.2. The procurement standards in §9 below are applicable to new Awards made by Prime Recipient as of December 26, 2015. The standards set forth in §11 below are applicable to audits of fiscal years beginning on or after December 26,2014. 8. SUBRECIPIENT REPORTING REQUIREMENTS. 8.1. If Contractor is a Subrecipient,Contractor shall report as set forth below. 8.1.1. To SAM. A Subrecipient 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 Sub award was made: 8.1.1.1. Subrecipient DUNS Number; 8.1.1.2. Subrecipient DUNS Number+4 if more than one electronic funds transfer(EFT)account; 8.1.1.3. Subrecipient Parent DUNS Number; 8.1.1.4. Subrecipient's address, including: Street Address, City, State, Country, Zip + 4, and Congressional District; 8.1.1.5. Subrecipient's top 5 most highly compensated Executives if the criteria in §4 above are met; and 8.1.1.6. Subrecipient's Total Compensation of top 5 most highly compensated Executives if criteria in §4 above met. 8.1.2. To Prime Recipient. A Subrecipient shall report to its Prime Recipient,upon the effective date of the Agreement,the following data elements: 8.1.2.1. Subrecipient's DUNS Number as registered in SAM. 8.1.2.2. Primary Place of Performance Information,including:Street Address,City,State,Country,Zip code+4,and Congressional District. 9. PROCUREMENT STANDARDS. 9.1. Procurement Procedures. A Subrecipient shall use its own documented procurement procedures which reflect applicable State,local,and Tribal laws and 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. 9.2. Procurement of Recovered Materials. If a Subrecipient is a State Agency or an agency of a political subdivision of the State,its contractors must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency(EPA)at 40 CFR part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition,where the purchase price of the item exceeds$10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery;and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. Contract Number 20-I-ITR-ZL-03013/491001950 Page 29 of 46 Version 1018 10. ACCESS TO RECORDS 10.1. A Subrecipient shall permit Recipient and auditors to have access to Sub recipient'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). 11. SINGLE AUDIT REQUIREMENTS 1 I.1. If a Subrecipient expends$750,000 or more in Federal Awards during the Subrecipient's fiscal year,the 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. 7501-7507). 2 CFR§200.501. 11.1.1. Election. A 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). The Subrecipient may elect to have a program-specific audit if Subrecipient expends Federal Awards under only one Federal program (excluding research and development)and the Federal program's statutes,regulations,or the terms and conditions of the Federal award do not require a financial statement audit of Prime Recipient. A program-specific audit may not be elected for research and development unless all of the Federal Awards expended were received from Recipient and Recipient approves in advance a program- specific audit. 11.1.2. Exemption. If a Subrecipient expends less than$750,000 in Federal Awards during its fiscal year, the Subrecipient shall be exempt from Federal audit requirements for that year,except as noted in 2 CFR §200.503 (Relation to other audit requirements), but records shall be available for review or audit by appropriate officials of the Federal agency, the State,and the Government Accountability Office. 11.1.3. Subrecipient Compliance Responsibility. A Subrecipient shall procure or otherwise arrange for the audit required by 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. 12. CONTRACT PROVISIONS FOR SUBRECIPIENT CONTRACTS 12.1. If Contractor is a Subrecipient,then it shall comply with and shall include all of the following applicable provisions in all subcontracts entered into by it pursuant to this Agreement. 12.1.1. 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. 12.1.1.1. During the performance of this contract,the contractor agrees as follows: 12.1.1.1.1. 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 Contract Number 20-HTR-7.I.03 0 1 3/49 1 00 1 950 Page 30 of 46 Version 1018 for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause. 12.1.1.1.2. 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. 12.1.1.1.3. 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 1 1246 of September 24, 1965,and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 12.1.1.1.4. 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. 12.1.1.1.5. 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. 12.1.1.1.6. In the event of 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. 12.1.1.1.7. 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: Provided, however,that in the event 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." 12.1.2. 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. Contract Number 20-HTR-Z,I:03013/491001950 Page 31 of 46 Version 1018 12.1.3. Rights to Inventions Made Under a Contract or Contract. If the Federal Award meets the definition of"funding Contract" 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 Contract," 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 Contracts," and any implementing regulations issued by the awarding agency. 12.1.4. Clean Air Act(42 U.S.C.7401-7671 q.)and the Federal Water Pollution Control Act(33 U.S.C. 1251-1387),as amended. Contracts and subawards 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). 12.1.5. 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. 12.1.6. Byrd Anti-Lobbying Amendment (31 U.S.C. 1352). Contractors that apply or bid for an award exceeding$100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency,a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract,grantor 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. 13. CERTIFICATIONS. 13.1. 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. 14. EXEMPTIONS. 14.1. These Federal Provisions do not apply to an individual who receives an Award as a natural person, unrelated to any business or non-profit organization he or she may own or operate in his or her name. 14.2. A 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. 14.3. There are no Transparency Act reporting requirements for Vendors. 15. EVENT OF DEFAULT. 15.1. Failure to comply with these Federal 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. Contract Number 20-1ITR-71,-03013/491001950 Page 32 of 46 Version 1018 EXHIBIT D - Required FEDERAL Contract/Agreement Clauses All FTA-Assisted Third-Party Contracts and Subawards from the Current FTA Master Agreement IFTA MA(25)I Section 3.1.—No Federal government obligations to third-parties by use of a disclaimer No Federal/State Government Commitment or Liability to "Third Parties.Except as the Federal Government expressly consents in writing,the Recipient agrees that: (1) The Federal Government does not and shall not have any commitment or liability related to the Underlying Agreement,to any Third Party Participant at any tier, or to any other person or entity that is not a party(FTA or the Recipient)to the Underlying Agreement;and (2) Notwithstanding that the Federal Government may have concurred in or approved any Solicitation or Third Party Agreement at any tier that may affect the Underlying Agreement,the Federal Government 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 or the Recipient)to the Underlying Agreement. Section 4.e.—Program fraud and false or fraudulent statements and related acts False or Fraudulent Statements or Claims. (I) Civil Fraud.The Recipient acknowledges and agrees that: (i) Federal laws,regulations,and requirements apply to itself and its Underlying 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. (ii) By executing the Underlying Agreement,the Recipient certifies and affirms to the Federal Government the truthfulness and accuracy of any claim, statement, submission,certification, assurance,affirmation, or representation that the Recipient provides to the Federal Government. (iii) The Federal Government may impose the penalties of the Program Fraud Civil Remedies Act of 1986, as amended, and other applicable penalties if the Recipient presents, submits, or makes available any false,fictitious,or fraudulent information. (2) Criminal Fraud.The Recipient acknowledges that 49 U.S.C. § 5323(l)(1)authorizes the Federal Government to impose the penalties under 18 U.S.C. § 1001 if the Recipient 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 Recipient agrees to 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 Recipient agrees to comply with the record retention requirements in the applicable U.S. DOT Common Rule. Records pertaining to its Award, the accompanying Underlying Agreement,and any Amendments thereto must be retained from the day the Underlying Agreement was signed by the authorized FTA official through the course of the Award,the accompanying Underlying Agreement, and any Amendments thereto until three years after the Recipient has submitted its last or final expenditure report,and other pending matters are closed. (c) Access to Recipient and Third Party Participant Records. The Recipient agrees,and assures that each Subrecipient,if any,will agree to: (1) Provide,and require its Third Party Participants at each tier to provide,sufficient access to inspect and audit records and information related to its Award,the accompanying Underlying 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 Recipient and each of its Subrecipients; (2) Permit those individuals listed above to inspect all work and materials related to its Award, and to audit any information related to its Award under the control of the Recipient or Third Party Participant within books,records,accounts,or other locations;and (3) Otherwise comply with 49 U.S.C. § 5325(g),and federal access to records requirements as set forth in the applicable U.S.DOT Common Rules. (d) Access to the Sites of Performance. The Recipient agrees to permit, and to require its Third Party Participants to permit,FTA to have access to the sites of performance of its Award,the accompanying Contract Number 20-HTR-Z1.-03013/491001950 Page 33 of 46 Version 1015 Underlying Agreement, and any Amendments thereto, and to make site visits as needed in compliance with 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 this Master Agreement. 3.G—Federal Changes Application of Federal, State, and Local Laws, Regulations, Requirements, and Guidance. The Recipient agrees to comply with all applicable federal requirements and follow applicable federal guidance. All standards or limits are minimum requirements when those standards or limits are included in the Recipient's Underlying Agreement or this Master Agreement.At the time the FTA official awards federal assistance to the Recipient in support of the Underlying Agreement,the federal requirements and guidance that apply then may be modified from time to time,and will apply to the Recipient or the accompanying Underlying Agreement,except as FTA determines otherwise in writing. 12—Civil Rights (c) Nondiscrimination Title VI of the Civil Rights Act. The Recipient agrees to,and assures that each Third Party Participant will: (1) Prohibit discrimination based on race,color,or national origin, (2) Comply with: (i) Title VI of the Civil Rights Act of 1964,as amended,42 U.S.C. § 2000d et seq.; (ii) 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 (iii) Federal transit law,specifically 49 U.S.C. § 5332;and (3) Follow: (i) 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; (ii) U.S.DOJ,"Guidelines for the enforcement of Title VI,Civil Rights Act of 1964,"28 C.F.R. §50.3; and (iii)All other applicable federal guidance that may be issued. (d) Equal Employment Opportunity. (1) Federal Requirements and Guidance. The Recipient agrees to, and assures that each Third Party Participant will, prohibit discrimination based on race, color, religion, sex, sexual orientation, gender identity,or national origin,and: (i) Comply with Title VII of the Civil Rights Act of 1964,as amended,42 U.S.C. §2000e et seq.; (ii) 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; (iii)Comply with federal transit law, specifically 49 U.S.C. § 5332, as provided in section 12 of this Master Agreement; (iv) FTA Circular 4704.1 "Equal Employment Opportunity (EEO) Requirements and Guidelines for Federal Transit Administration Recipients;"and (v) Follow other federal guidance pertaining to EEO laws, regulations, and requirements, and prohibitions against discrimination on the basis of disability. (2) Specifics.The Recipient agrees to,and assures that each Third Party Participant will: (i) Affirmative Action. If required to do so by U.S. DOT regulations (49 C.F.R. part 21) or U.S. Department of Labor regulations(41 C.F.R.chapter 60),take affirmative action that includes,but is not limited to: (A) Recruitment advertising,recruitment,and employment; (B) Rates of pay and other forms of compensation; (C) Selection for training, including apprenticeship,and upgrading;and (D) Transfers,demotions, layoffs, and terminations;but (ii) Indian Tribe. Recognize that Title VII of the Civil Rights Act of 1964,as amended,exempts 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: (i) U.S. DOL regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity,Department of Labor,"41 C.F.R.chapter 60;and Contract Number 20-1ITR-ZI:03013/491001950 Page 34 of 46 Version 1018 (ii) Executive Order No. 11246,"Equal Employment Opportunity in Federal Employment," September 24, 1965,42 U.S.C. §2000e note(30 Fed. Reg. 12319, 12935),as amended by any later Executive Order that amends or supersedes it,referenced in 42 U.S.C. § 2000e note. (h) Nondiscrimination on the Basis of Disability. The Recipient agrees to comply with the following federal prohibitions against discrimination based on disability: (1) Federal laws, including: (i) Section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794, which prohibits discrimination based on disability in the administration of federally assisted Programs, Projects,or activities; (ii) The Americans with Disabilities Act of 1990(ADA),as amended,42 U.S.C. § 12101 et seq.,which requires that accessible facilities and services be made available to individuals with disabilities: (A) For FTA Recipients generally,Titles I, II,and HI of the ADA apply; but (B) For Indian Tribes, Titles TI 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;" (iii) The Architectural Barriers Act of 1968,as amended,42 U.S.C. § 4151 et seq.,which requires that buildings and public accommodations be accessible to individuals with disabilities; (iv) Federal transit law, specifically 49 U.S.C. § 5332, which now includes disability as a prohibited basis for discrimination;and (v) Other applicable federal laws, regulations, and requirements pertaining to access for seniors or individuals with disabilities. (2) Federal regulations and guidance,including: (i) U.S. DOT regulations, "Transportation Services for Individuals with Disabilities (ADA)," 49 C.F.R.part 37; (ii) 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; (iii) 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 1 192 and 49 C.F.R. part 38; (iv) U.S. DOT regulations, "Transportation for Individuals with Disabilities: Passenger Vessels," 49 C.F.R.part 39; (v) U.S. DOJ regulations, "Nondiscrimination on the Basis of Disability in State and Local Government Services,"28 C.F.R. part 35; (vi) U.S. DOJ regulations,"Nondiscrimination on the Basis of Disability by Public Accommodations and in Commercial Facilities,"28 C.F.R. part 36; (vii) U.S. EEOC,"Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act,"29 C.F.R.part 1630; (viii)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; (ix) U.S. ATBCB regulations, "Electronic and Information Technology Accessibility Standards," 36 C.F.R.part 1194; (x) FTA regulations,"Transportation for Elderly and Handicapped Persons,"49 C.F.R.part 609; (xi) FTA Circular 4710.1,"Americans with Disabilities Act: Guidance;"and (xii) Other applicable federal civil rights and nondiscrimination regulations and guidance. Incorporation of FTA Terms— I 6.a. (a) Federal Laws, Regulations, Requirements, and Guidance.The Recipient 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 (i) Energy Conservation. The Recipient agrees to, and assures that its Subrecipients will, comply with the mandatory energy standards and policies of its state energy conservation plans under the Energy Policy and Conservation Act,as amended,42 U.S.C. § 6321 et seq.,and perform an energy assessment for any building constructed, reconstructed, or modified with federal assistance required under FTA regulations, "Requirements for Energy Assessments,"49 C.F.R.part 622, subpart C. Contract Number 20-1ITR-ZL-03013/491001950 Page 35 of 46 Version 1018 Applicable to Awards exceeding$10,000 Section 11. Right of the Federal Government to Terminate. (a) Justification. After providing written notice to the Recipient, the Recipient agrees that the Federal Government may suspend, suspend then terminate, or terminate all or any part of the federal assistance for the Award if: (I) The Recipient 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 Recipient has violated the terms of the Underlying Agreement, especially if that violation would endanger substantial performance of the Underlying 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 those 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 Recipient 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 Underlying Agreement,and require the Recipient 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 16.Procurement (a) Debarment and Suspension. The Recipient 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: (i) U.S.DOT regulations,"Nonprocurement Suspension and Debarment,"2 C.F.R. part 1200; (ii) U.S. OMB regulatory guidance, "Guidelines to Agencies on Government-wide Debarment and Suspension(Nonprocurement),"2 C.F.R. part 180,including any amendments thereto; (iii)Executive Order No. 12549, "Debarment and Suspension of Participants in Federal Programs," February 18, 1986,31 U.S.C.§6101 note,as amended by Executive Order No. 12689,"Debarment and Suspension,"August 16, 1989 31 U.S.C. §6101 note;and (iv) Other applicable federal laws, regulations, requirements, or guidance regarding participation with debarred or suspended Recipients 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,"if required by U.S. DOT regulations,2 C.F.R. part 1200. (4) If the Recipient suspends, debars, or takes any similar action against a Third Party Participant or individual,the Recipient will provide immediate written notice to the: (i) FTA Regional Counsel for the Region in which the Recipient is located or implements the Underlying Agreement; (ii) FTA Headquarters Manager that administers the Grant or Cooperative Agreement;or (iii)FTA Chief Counsel. Applicable to Awards exceeding the simplified acquisition threshold($100,000-see Note) 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 Recipient 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); Contract Number 20-HTR-7L-030 1 3/491 001 950 Page 36 of 46 Version 1018 (b) Cargo 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. Section 39.Disputes,Breaches,Defaults,or Other Litigation. (a) ETA Interest. FTA has a vested interest in the settlement of any violation of federal law, regulation, or requirement,or any disagreement involving the Award,the accompanying Underlying Agreement, and any Amendments thereto including, but not limited to, a default, breach, major dispute, or litigation, and FTA reserves the right to concur in any settlement or compromise. (b) Notification to F 7A; Flow Down Requirement. If a current or prospective legal matter that may affect the Federal Government emerges,the Recipient must promptly notify the FTA Chief Counsel and FTA Regional Counsel for the Region in which the Recipient is located. The Recipient must include a similar notification requirement in its Third Party Agreements and must require each Third Party Participant to include an equivalent provision in its subagreements at every tier, for any agreement that is a "covered transaction" according to 2 C.F.R. §§ 180.220 and 1200.220. (1) The types of legal matters that require notification include,but are not limited to,a major dispute,breach, default, litigation,or naming the Federal Government as a party to litigation or a legal disagreement in any forum for any reason. (2) Matters that may affect the Federal Government include,but are not limited to,the Federal 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) The Recipient 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 Recipient is located, if the Recipient has knowledge of potential fraud,waste,or abuse occurring on a Project receiving assistance from FTA.The notification provision applies if a person has or may have submitted a false claim under the False Claims Act,31 U.S.C.§3729 et seq.,or has or may have committed a criminal or civil violation of law pertaining to such matters as fraud, conflict of interest, bribery,gratuity, or similar misconduct involving federal assistance. This responsibility occurs whether the Project is subject to this Agreement or another agreement between the Recipient and FTA, or an agreement involving a principal, officer, employee, agent,or Third Party Participant of the Recipient.It also applies to subcontractors at any tier.Knowledge, as used in this paragraph, includes, but is not limited to, knowledge of a criminal or civil investigation by a Federal,state,or local law enforcement or other investigative agency,a criminal indictment or civil complaint,or probable cause that could support a criminal indictment,or any other credible information in the possession of the Recipient. (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 Underlying Agreement. Notwithstanding the preceding sentence, the Recipient may return all liquidated damages it receives to its Award Budget for its Underlying Agreement rather than return the federal share of those liquidated damages to the Federal Government, provided that the Recipient receives FTA's prior written concurrence. (d) Enforcement. The Recipient 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,Political Activity,and Certain Criminal Activity. (a) Lobbying Restrictions. The Recipient 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 Underlying Agreement, including any extension or modification,according to the following: (1) Laws, Regulations, Requirements, and Guidance. This includes: (i) The Byrd Anti-Lobbying Amendment,31 U.S.C. § 1352,as amended; (ii) 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 (iii) Other applicable federal laws,regulations,requirements,and guidance prohibiting the use of federal assistance for any activity concerning legislation or appropriations designed to influence the U.S. Congress or a state legislature;and Contract Number 20-}ITR-Z1:03013/491001950 Page 37 of 46 Version 1018 (2) Exception. If permitted by applicable federal law,regulations,requirements,or guidance,such lobbying activities described above may be undertaken through the Recipient's or Subrecipient's proper official channels. Clean Air and Clean Water-From 16(e.): (7) Clean Air Act(42 U.S.C. §§740/ 7671q)and the Federal Water Pollution Control Act(33 U.S.C. § 1251 1388), 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 —1388).Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency(EPA). 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 Recipient 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—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 Subrecipient agrees to comply and assures that each Third Party Participant will comply with all federal laws,regulations,and requirements providing protections for construction employees involved in each Project or related activities with federal assistance provided through the 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: (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 Contract Number 20-}1TR-7.1:03013/491001950 Page 38 of 46 Version 1018 (e) Required Clauses in Third Party Contracts. In addition to other applicable provisions of federal law, regulations, requirements, and guidance, all third party contracts made by the Recipient under the Federal award must contain provisions covering the following,as applicable: (4) 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 C.F.R. 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 C.F.R. 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 a 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. (5) Contract Work Hours and Safety Standards Act (40 U.S.C. §§ 3701 3708). Where applicable, all contracts awarded by the non-federal entity in excess of$100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. §§ 3702 and 3704, as supplemented by Department of Labor regulations (29 C.F.R. part 5). Under 40 U.S.C. § 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer based on a standard work week of 40 hours.Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. §3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. (o) Bonding. The Recipient agrees to comply with the following bonding requirements and restrictions as provided in federal regulations and guidance: (I) Construction. As provided in federal regulations and modified by FTA guidance, for each Project or related activities implementing the Underlying Agreement that involve construction, it will provide bid guarantee bonds,contract performance bonds,and payment bonds. From Section 23 (b) Seismic Safety. The Recipient 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: (i) U.S. DOL regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity,Department of Labor,"41 C.F.R.chapter 60;and (ii) Executive Order No. 11246,"Equal Employment Opportunity in Federal Employment," September 24, 1965,42 U.S.C. §2000e note(30 Fed. Reg. 12319, 12935),as amended by any later Executive Order that amends or supersedes it,referenced in 42 U.S.C. § 2000e note. Applicable to Nonconstruction Activities From Section 24. Employee Protections (b) Awards Not Involving Construction. The Recipient 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 Contract Number 20-HTR-7.I,03013/491001950 Page 39 of 46 Version 1018 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 From Section 24.Employee Protections (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 Recipient 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): a. U.S. DOL Certification. When its Award, the accompanying Underlying 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 Recipient agrees that the certification issued by U.S.DOL is a condition of the Underlying Agreement and that the Recipient must comply with its terms and conditions. b. Special Warranty. When its Underlying 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 Recipient agrees that its U.S. DOL Special Warranty is a condition of the Underlying Agreement and the Recipient must comply with its terms and conditions. c. Special Arrangements for Underlying Agreements for Federal Assistance Authorized under 49 U.S.C. § 5310.The Recipient 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 Subrecipient 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 Recipient 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 Recipient uses that federal assistance for FTA 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 32. Public Transportation Safety. (a) Public Transportation Agency Safety Program.The Recipient agrees to comply with applicable federal laws, regulations, and requirements and follow applicable guidance that implement the Public Transportation Safety Program provisions of 49 U.S.C. § 5329. Contract Number 20-IITR-7.I.-03013/491001950 Page 40 of 46 Version 1018 (b) State Safety Oversight of Rail Fixed Guideway Public Transportation Systems. For a Recipient that is a state with a rail fixed guideway public transportation system,the Recipient agrees as follows: (1) Laws. It will comply with State Safety Oversight requirements under 49 U.S.C. § 5329(e) and implementing regulations at 49 C.F.R. part 674, or 49 U.S.C. § 5330 and implementing regulations at 49 C.F.R.part 659. (2) State Safety Oversight Program.A Recipient must have a State Safety Oversight Program certified under 49 C.F.R.part 674 no later than April 15,2019. (3) Regulations.The Recipient will comply with FTA regulations,"State Safety Oversight,"49 C.F.R.part 659, until the Recipient has a certified State Safety Oversight Program under 49 C.F.R. part 674. A Recipient that has a certified State Safety Oversight Program will comply with the regulations at 49 C.F.R.part 674. Section 29. School Bus Operations. (a) Prohibitions. The Recipient 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(1) or (g), FTA regulations, "School Bus Operations," 49 C.F.R. part 605, and any other applicable federal "School Bus Operations"laws,regulations,requirements,or applicable federal guidance. (b) Violations.If a Recipient 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 Recipient or Third Party Participant to take such remedial measures as FTA considers appropriate, or bar the Recipient or Third Party Participant from receiving federal transit assistance. Section 35. Substance Abuse. (a) Drug-Free Workplace. The Recipient agrees to: (1) Comply with the Drug-Free Workplace Act of 1988,as amended,41 U.S.C. § 8103 et seq.; (2) Comply with U.S. DOT regulations, "Governmentwide Requirements for Drug-Free Workplace (Financial Assistance),"49 C.F.R.part 32;and (3) Follow and facilitate compliance with U.S.OMB regulatory guidance,"Governmentwide Requirements for Drug-Free Workplace(Financial Assistance),"2 C.F.R. part 182,particularly where the U.S.OMB regulatory guidance supersedes comparable provisions of 49 C.F.R.part 32. (b) Alcohol Misuse and Prohibited Drug Use. (1) Requirements.The Recipient agrees to comply and assures that its Third Party Participants will comply with: (i) Federal transit laws,specifically 49 U.S.C. §5331; (ii) FTA regulations,"Prevention of Alcohol Misuse and Prohibited Drug Use in Transit Operations," 49 C.F.R.part 655;and (iii) 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 Recipient agrees that if FTA determines that the Recipient 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 Recipient 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 Recipient agrees that: (1) Depending on the nature of the Underlying Agreement, the Federal Government may acquire patent rights when the Recipient 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 Underlying Agreement;or (3) When a patent is issued or patented information becomes available as described in the preceding section 17(a)(2) of this Master Agreement, the Recipient will notify FTA immediately and provide a detailed report satisfactory to FTA. (b) Federal Rights.The Recipient agrees that: Contract Number 20-I ITR-7.I:03 0 1 3/49 1 00 1 95 0 Page 41 of 46 Version 1018 (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 Recipient 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 Recipient agrees that license fees and royalties for patents,patent applications,and inventions produced with federal assistance provided through the Underlying 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,that is delivered or specified to be delivered as required by the Underlying 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 Underlying Agreement. (b) General Federal Restrictions. The following restrictions apply to all subject data first produced in the performance of the Underlying Agreement: (1) Prohibitions. The Recipient 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 Recipient's own internal use, an institution of higher learning, the portion of subject data that the Federal Government has previously released or approved for release to the public,or the portion of data that has the Federal Government's prior written consent for release. (c) Federal Rights in Data and Copyrights.The Recipient agrees that: (I) 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 Recipient 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 Recipient 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 Recipient and its Third Party Participants.Therefore,the Recipient 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 Underlying 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. Contract Number 20-HTR-Z1,-030 1 3/49 1 00 1 9 5 0 Page 42 of 46 Version 1018 (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 Recipient's use,and acquired with FTA capital program assistance. (e) License Fees and Royalties. Consistent with the applicable U.S. DOT Common Rules,the Recipient agrees that license fees and royalties for patents,patent applications,and inventions produced with federal assistance provided through the Underlying Agreement are program income, and must be used in compliance with federal applicable requirements. (f) Hold Harmless.Upon request by the Federal Government,the Recipient 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 the Federal Government 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 Recipient 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 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 Recipient agrees that in certain circumstances it may need to provide to FTA data developed without any federal assistance or support. Nevertheless, this section generally does not apply to data developed without federal assistance, even though that data may have been used in connection with the Award.The Recipient 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 Recipient understands and agrees that the Federal Government may be required to release data and information that the Recipient 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) The U.S. DOT Public Access Plan,which provides that the Recipient 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.htmI;or (4) Other federal laws,regulations, requirements, and guidance concerning access to records pertaining to the Award,the accompanying Underlying Agreement,and any Amendments thereto. Miscellaneous Special Requirements From Section 12.Civil Rights. a. Disadvantaged Business Enterprise(and Prompt Payment and Return of Retainage). (e) Disadvantaged Business Enterprise. To the extent authorized by applicable federal laws, regulations, or requirements, the Recipient 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 Underlying Agreement as follows: a. Statutory and Regulatory Requirements. The Recipient agrees to comply with: i. Section 1101(b)of the FAST Act, 23 U.S.C. § 101 note; ii. U.S. DOT regulations, "Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs,"49 C.F.R. part 26;and iii. Federal transit law, specifically 49 U.S.C. § 5332, as provided in section 12 of this Master Agreement. b. DBE Program Requirements.A Recipient that receives planning,capital and/or operating assistance and that will award prime third party contracts exceeding$250,000 in a federal fiscal year must have a DBE program that is approved by FTA and meets the requirements of 49 C.F.R. part 26. Contract Number 20-HTR-Z1,-03013/491001950 Page 43 of 46 Version 1018 c. Special Requirements for a Transit Vehicle Manufacturer(TVM). The Recipient agrees that: i. TVM Certification.Each TVM,as a condition of being authorized to bid or propose on FTA-assisted transit vehicle procurements, must certify that it has complied with the requirements of 49 C.F.R. part 26;and ii. Reporting TVM Awards. Within 30 days of any third party contract award for a vehicle purchase, the Recipient 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 in TrAMS. The Recipient must also submit additional notifications if options are exercised in subsequent years to ensure that the TVM is still in good standing. d. Assurance. As required by 49 C.F.R. § 26.13(a): i. Recipient Assurance.The Recipient agrees and assures that: 1. It must not discriminate based on 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 this Master Agreement. ii. Subrecipient/Third Party Contractor/Third Party Subcontractor Assurance. The Recipient agrees and assures that it will include the following assurance in each subagreement and third party contract it signs with a Subrecipient or Third Party Contractor and agrees to obtain the agreement of each of its Subrecipients,Third Party Contractors,and Third Party Subcontractors to include the following assurance in every subagreement and third party contract it signs: 1. The Subrecipient, each Third Party Contractor, and each Third Party Subcontractor must not discriminate based on 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 Subrecipient, 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 Subrecipient and any of its Third Party Contractors or Third Party Subcontractors to carry out the requirements of this subparagraph 12.e(4)(b) is a material breach of this subagreement,third party contract,or third party subcontract,as applicable;and The following remedies,or such other remedy as the Recipient deems appropriate,include,but are not limited to, withholding monthly progress payments, assessing sanctions, liquidated damages, and/or disqualifying the Subrecipient, Third Party Contractor, or Third Party Subcontractor from future bidding as non-responsible. e. Remedies. Upon notification to the Recipient 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 Recipient agrees to comply with the following federal prohibitions against discrimination based on disability: a. Federal laws,including: i. Section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794, which prohibits discrimination based on disability in the administration of federally assisted Programs, Projects,or activities; ii. The Americans with Disabilities Act of 1990(ADA),as amended,42 U.S.C. § 12101 et seq.,which requires that accessible facilities and services be made available to individuals with disabilities: A. For FTA Recipients generally,Titles 1, II,and III of the ADA apply;but B. For Indian Tribes, Titles II and III of the ADA apply, but Title I of the ADA does not apply because it exempts Indian Tribes from the definition of"employer;" iii. The Architectural Barriers Act of 1968, as amended,42 U.S.C. § 4151 et seq., which requires that buildings and public accommodations be accessible to individuals with disabilities; Contract Number 20-HTR-7,1,-03013/491001950 Page 44 of 46 Version 1018 iv. Federal transit law, specifically 49 U.S.C. § 5332, which now includes disability as a prohibited basis for discrimination;and v. Other applicable federal laws, regulations, and requirements pertaining to access for seniors or individuals with disabilities. b. Federal regulations and guidance,including: i. U.S.DOT regulations,"Transportation Services for Individuals with Disabilities(ADA),"49 C.F.R. part 37; ii. 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; iii. 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; iv. U.S. DOT regulations, "Transportation for Individuals with Disabilities: Passenger Vessels," 49 C.F.R. part 39; v. U.S.DOJ regulations,"Nondiscrimination on the Basis of Disability in State and Local Government Services,"28 C.F.R.part 35; vi. U.S. DOJ regulations, "Nondiscrimination on the Basis of Disability by Public Accommodations and in Commercial Facilities,"28 C.F.R. part 36; vii. U.S. EEOC,"Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act,"29 C.F.R.part 1630; viii.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; ix. U.S. ATBCB regulations, "Electronic and Information Technology Accessibility Standards," 36 C.F.R. part 1194; x. FTA regulations,"Transportation for Elderly and Handicapped Persons,"49 C.F.R.part 609; xi. FTA Circular 4710.1,"Americans with Disabilities Act: Guidance;"and xii. Other applicable federal civil rights and nondiscrimination regulations and guidance. Section 16.Procurement.For Assignability (a) Federal Laws, Regulations, Requirements, and Guidance.The Recipient agrees: a. 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; b. To comply with the applicable U.S. DOT Common Rules;and c. 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) %ypes of Information.To the extent required under federal law,the State,as the Recipient,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. Contract Number 20-}ITR-!_L-03 0 1 3/49 1 00 1 95 0 Page 45 of 46 Version 1018 EXHIBIT E, VERIFICATION OF PAYMENT This checklist is to assist the Subrecipient 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 Subrecipient. All items may not apply to your particular entity. CDOT's goal is to reimburse Subrecipients as quickly as possible and a well organized and complete billing packet helps to expedite payment. ❑ Verification of Payment— s/ General Ledger Report must have the following: • Identify check number or EFT number • If no check number is available,submit Accounts Payable Distribution report with the General Ledger • In-Kind(must be pre-approved by CDOT)and/or cash match • Date of the report • Accounting period • Current period transactions • Account coding for all incurred expenditures. ✓ If no General Ledger Report,all of the following are acceptable • copies of checks • check registers • paycheck stub showing payment number and: • 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 Party before CDOT is invoiced by Party. ✓ Payment amounts should match the amount requested on the reimbursement. Additional explanation and documentation is required for any variances. ❑ In-Kind or Cash Match — If an entity wishes to use these types of match, they must be approved by 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 statement of work attached to the agreement 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 for indirect costs,as defined in 2 CCR §200. 19,must be provided. The letter must state what indirect costs are allowed,the approved rate and the time period for the approval. The indirect cost plan must be reconciled annually and an updated letter submitted each year thereafter. ❑ Fringe Benefits- Considered part of the Indirect Cost Rate and must be reviewed and approved prior to including these costs in the reimbursements. ✓ Submit an approval letter from the cognizant agency for indirect costs,as defined in 2 CCR §200. 19, that verifies fringe benefit or ✓ Submit the following fringe benefit rate proposal package to CDOT Audit Division: • Copy of Financial Statement • Personnel Cost Worksheet • State of Employee Benefits • Cost Policy Statement. Contract Number 20-1ITR-Z.L-03013/491001950 Page 46 of 46 Version 1018