Loading...
HomeMy WebLinkAboutResolution 2009-029 funding under the job access/reverse commute programMARANA RESOLUTION N0.2009-29 RELATING TO COMMUNITY DEVELOPMENT; APPROVING AND AUTHORIZING FULL EXECUTION OF A GRANT AGREEMENT WITH THE CITY OF TUCSON FOR FEDERAL TRANSIT ADMINISTRATION FUNDING UNDER THE JOB ACCESS/REVERSE COMMUTE PROGRAM (FTA GRANT AZ-37-X009-00) WHEREAS, the Town of Marana recognizes that providing high-quality transit services contributes to the economic growth and stability of the community; and. WHEREAS, the Town of Marana is working with regional partners to increase accessibility to transit services and increase connectivity between residential and commercial centers throughout the region; and WHEREAS, the Town of Marana wishes to initiate new transit services under the Job Access/Reverse Commute program to offer transportation options for employers and employees in northern Marana; and WHEREAS, Chapter 53 of 49 United States Code, makes financial aid available to municipalities and local units of government showing substantial effort toward the preservation, improvement, and operation of mass transit systems; and WHEREAS, the City of Tucson applied for and was granted a Job Access/Reverse Commute grant (FTA Grant AZ-37-X009-00) listing the Town of Marana as asub-grantee partner; and WHEREAS, grant funding will support 80% of the purchase for a new transit vehicle and 50% of operating expenses for services during key commute hours Monday through Friday from 6:00 am - 6:30 pm. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, ARIZONA, the Town Manager is authorized to execute the Grant Agreement with the City of Tucson for funding under FTA Grant AZ-37-X009-00 to implement Job Access/Reverse Commute services in Marana. PASSED AND ADOPTED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, ARIZONA, this 17~' day of March, 2009. , ATTEST: ..! ~~° ~°''~ celyn C•r'~ ronson, Town Clerk ~~~~ .~~~ ~`~ - In ftj~ Mayor Ed Honea .~y's~""~, ®~ .14~~ COF-PONAtF ~/-. 000 5~ APPROVED AS TO F N~~ `~ Frank Cassidy, Town Attorney ' F. ANN RODRIGUEZ, RECORDER DOCKET: 13544 r RECORDED BY: MRB PAGE: 3219 ' DEPUTY RECORDER ~°g ~I~Zq ~ NO . OF PAGES : 3 • ~~ 1562 PE-1 ~~ ~p SEQUENCE: 20090790837 ~, TCCWB W i_, ~Z 04/24/2009 CITY OF TUCSON-CITY CLERK ~N~~~ RES 18:00 PICK UP `gRIZO~E- PICKUP AMOUNT PAID $ 7.00 __ _ ___ _ _ _ __ ADOPTED BY THE MAYOR AND COUNCIL ril 21, 2009 RESOLUTION NO. 2i2~o RELATING. TO INTERGOVERNMENTAL AGREEMENTS; AUTHORIZING AND APPROVING THE INTERGOVERNMENTAL AGREEMENT/GRANT AGREEMENT BETWEEN THE CITY OF TUCSON AND THE TOWN OF MARANA SO THAT MARANA MAY RECEIVE FEDERAL TRANSIT ADMINISTRATION (FTA) GRANT FUNDS FROM FTA GRANT AZ-37-X009-00 TO PURCHASE ONE (1) ADA COMPLIANT VEHICLE AND FOR OPERATING EXPENSES OF THE MARANA COMMUTER EXPRESS; AND DECLARING AN EMERGENCY. BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE CITY OF TUCSON, ARIZONA, AS FOLLOWS: SECTION 1. The Intergovernmental Agreement/Grant Agreement between the City of Tucson and the Town of Marana for an FTA Grant AZ-37-X009-00 allowing the Town of Marana to purchase one (1) ADA compliant vehicle and operate the Marana Commuter Express, attached hereto as Exhibit "A," is approved. SECTION 2. The Mayor is hereby authorized and directed to execute, and the City Clerk is authorized and directed to attest to, said Grant Agreement in as many counterparts as are necessary or desirable for and on behalf of the City. of Tucson. ;w ~,.,,~„~ SECTION 3. The various City officers and employees are autl~°rrzed -and ~; ~< directed to perform all acts necessary or desirable to give effect to th~s:res4l~f~rr' .. M ~ SECTION 4. WHEREAS, it is necessary for the pre$ervatio~i of ,the peace, health and safety of the City of Tucson that this resolutf©ri 'b°eea~ne immediately _ ~,~~~~ L ':. v'~h4'i,.F J {A0023056.DOCQ -.~ effective, an emergency is hereby declared to exist and this resolution shall be effective immediately upon its passage and adoption. PASSED, ADOPTED AND APPROVED by the Mayor and Council of the City of Tucson, Arizona, April 21, 2009 ATTEST: 1~- . CITY CLERK MAYOR REVIEWED BY: CITY M AGER ~. ~;;'~; ~~~ ~,~. ~;~ J.- {A0023056. DOCI} ~ h C Certificate of Clerf, • City of Tucson ~ State ofArizona County of Pima ss I, Roger W. Randolph, the City Clerk of the City of Tucson, Arizona, do hereby certify that the foregoing is a true and correct copy of Resolution No. 21270 which was passed and adopted by the Mayor and Council of the City of Tucson, Arizona, at a meeting held on April 21, 2009, at which a quorum was present. In Witness Whereof, I have hereunto set my hand and affixed the seal of the City of Tucson, Arizona on April 23, 2009. Total of 2 pages (Exhibits not included) ,- - F. ANN RODRIGUEZ, RECORDER DOCKET: 13544 '* RECORDED BY: MRB PAGE: 3222 DEPUTY RECORDER 1562 PE-1 °g ~I ~~ ~~O NO. OF PAGES: SEQUENCE: 80 20090790838 ' TCCWB W ~_~ y 04/24 /2009 Y ~' . CIT OF TUCSON-CITY CLERK C \ ~b AG 18:00 PACK UP '981Z01'1~' ` PICKUP AMOUNT PAID $ 44.50 t INTERGOVERNMENTAL AGREEMENT CITY OF TUCSON, ARIZONA DEPARTMENT OF TRANSPORTATION GRANT AGREEMENT BETWEEN THE CITY OF TUCSON AND THE TOWN OF MARANA FOR FTA GRANT AZ-37-X009-00 This Grant Agreement, hereinafter referred to as "Agreement" made and entered into by and between CITY OF TUCSON, ARIZONA, a municipal corporation, hereinafter referred to as "Tucson" and TOWN OF MARANA, ARIZONA, an Arizona Municipal Corporation, hereinafter referred to as "Marana". Recitals WHEREAS, the Mayor and Council of Tucson, are authorized and empowered by provisions of the Tucson Charter to execute Agreement; and to enter into Agreements with other entities within the Tucson Urbanized Area to provide transit related services; and, WHEREAS, Marana is an Arizona Municipal Corporation; and WHEREAS, Chapter 53 of 49 United States Code (formerly the Federal Transit Act of 1964, as amended), makes financial aid available to municipalities and local units of government showing a substantial effort toward the preservation, improvement and operation of mass transit ' systems; and, WHEREAS, the Master Agreement dated October 1, 2008 (Attachment A) and any subsequent revisions thereto, between Tucson and the Federal Transit Administration ("FTA") governing the administration of vehicles purchased and service provided with federal assistance, 1 are incorporated herein by this reference; `" ~F,aa YL WHEREAS, Tucson did apply for and was granted a Job Access/Reverse Commute ~1 ("JARC") grant from FTA under Grant AZ-37-X009-00 (FFY 06 JARC --Service/Van ,, Purchase); and ~~" ,~,~ ~ ,F~~°~ WHEREAS, the parties intend to implement and complete the above-referenced programs-~ NOW THEREFORE, Tucson and Marana, pursuant to the above and in consideration of the matters and things set forth herein, do mutually agree as follows. Exhibit A to Resolution No. 21270 1 City of Tucson Contract No. 1_ h„~03 ,~;;. ,~ ~ "~ ,;~ ~""` i AGREEMENT 1. Scope of Services. Vehicle Purchase (Capital): 1.1 Marana shall have the financial capacity and purchase one (1) new ADA compliant vehicle ("the Vehicle") in accordance with all FTA regulations to be used for the Marana Commuter Express. The Vehicle shall be capable of burning bio-diesel fuel. 1.2 The Federal amount of up to $96,000 is being passed through Tucson to Marana to purchase the Vehicle. 1.3 Marana agrees to do the following when purchasing the Vehicle: 1.3.1 Complete the project and request reimbursement within thirty (30) months of the grant award by the Federal Transit Administration. Funding for uncompleted or unbilled projects will be reassigned at the discretion of Tucson, as needed to close out the grant. This Agreement shall take effect and shall remain in effect until all funds are expended but no more than 30 months from date of execution by the parties to this grant. 1.3.2 Develop a Fleet Maintenance Plan for all FTA funded vehicles and complete all preventative maintenance intervals (PMIs) within 30 days or within 10°10 of the PMI interval prescribed by the vehicle manufacturer, whichever conies first. 1.3.3 List Tucson as lien holder on the title of the Vehicle. 1.3.4 Include Tucson as "additional insured" on Marana's insurance policy for the Vehicle. 1.3.5 Comply with all Buy America requirements pursuant to FTA regulations. Service (Operation): 1.4 Marana shall have the financial capacity and will operate the Marana Commuter Express in accordance with all FTA regulations. 1.5 Marana will operate the Marana Commuter Express to connect riders on the reverse commute into northern Marana with Sun Tran routes on Ina and Orange Grove Roads. The circulator will provide stops at approximately eight locations providing access to commercial and governmental centers in the northern part of Marana, not currently serviced with regular transit. The route will circulate from around 6:00 a.m. to 6:30 p.m. servicing morning and afternoon commutes and providing transportation during the workday and lunch periods to encourage a larger number of remote northern Marana workers to use the services offering a reliable connection to medical facilities, restaurants, retail centers and Sun Tran connections. 1.6 The Federal amount of up to $87,770 is being passed through Tucson to Marana to operate the Marana Commuter Express. 1.7 Marana agrees to facilitate the tracking (via quarterly reports) of the two (2) program measures established by the FTA for JARC projects, which are: 1.7.1.1 The actual or estimated number of jobs that can be accessed as a result of geographic ar temporal coverage of JARC projects implemented in the current reporting year and; 1.7.1.2 The actual or estimated number of rides (as measured by one-way trips) prewide_d as a result of ~ a -the JARC projects implemented in the current reporting year. ' 2 ~ t 1.'x.2 Marana agrees to also track (via quarterly reports) the following: service miles, revenue miles, deadhead miles, ridership, revenue generated,. training provided, accidents, and complaints. 1.7.3 Annually, submit an Annual Report that demonstrates the performance of the Marana Commuter Express based on a summation of previous quarterly reports. 2. Definitions Financial Capacity: To receive a grant under the JARC Program, a grant applicant must certify that it has or will have the financial capacity to carry out the proposed program of projects. A recipient of FTA funds must be able to match and manage those funds, to cover cost overruns, to cover operating deficits through long-term stable and reliable sources of revenue, and to maintain and operate federally funded facilities and equipment. 3. Obligations of Tucson Tucson will monitor Marana.. compliance with, and performance under, the terms anal conditions of this Agreement. Tucson may make on-site visits for Agreement compliance monitoring any time during Marana normal business hours, announced or unannounced. For auditing purposes Marana shall make available for inspection and/or copying by the Tucson representatives, all records and accounts relating to the work performed or the services provided under this Agreement. 4. Obligations of Marana 4.1 Marana agrees to submit reports, statements and/or plans as required by Tucson or the FTA. Quarterly reports are due on or before the 15~` of the month following the end of the quarter (i.e. October 15, January 15, April 15 and July 15); and annual reports are due ninety (90) days after the end of the fiscal year (July 1-June 30). Drug and Alcohol (MIS) Reports are due January 31 for the previous compliance year. REPORT FREQUENCY DESCRIPTION DBE Report - If Grantee or Quarterly Utilization of Disadvantage Subrecipient receives over Business Enterprise (DBE) $250,000 in FTA funds within a fiscal ear. JARC Grant Status Report Quarterly Status of each project by grant number Fixed Assets Status Report Annually Inventory of all FTA funded assets Sin le Audit Re ort Annuall Co of federall re uired audit 4.2 Marana agrees to permit the authorized representatives of Tucson, the United States Department of Transportation, and the Controller General of the United States to inspect and audit all data and records relating to this Agreement. All required records shall be maintained for a minimum of three (3) ears after the ant has been formall closed i~°wr~ ~~~, ,,. rs~h Y ~ Y - `~ 4.3 Before entering into any third-parry contracts, Marana agrees ensure, to the best of tlxei~ ' knowledge and belief, that none of their third-party contractors, principals, and/ar a~fl~ates is _ suspended, debarred, ineligible, or voluntarily excluded from participating in a fed~'ally~ assisted transactions or procurements. To determine such, Marana shall check the Excluded~'arties -:~ 3 r Listing System (EPLS) (http://epls.arnet.gov/) and keep a hard copy record of such assurance. 4.4 In performing the services for which federal funding is provided under this Agreement, Marana agrees to comply with all laws, rules, regulations, standards, orders or directives (hereinafter "Laws") applicable to this Agreement, to the services provided pursuant to this Agreement, and to Tucson as the designated recipient of FTA funding. The Laws referred to above include federal, state and local laws. 4.5 Marana agrees to establish and maintain for the purchase of vehicles and service either a separate set of accounts, or separate accounts within the framework of established accounting system, that can be identified with the purchase of vehicles and service, consistent with applicable federal regulations and other requirements that FTA may impose. 4.6 Marana, in connection with any service or other activity under this Agreement, shall not in any way, discriminate against any person on the grounds of race, color, religion, sex, national origin, age, disability, political affiliation or belief. 4.7 Marana agrees to develop a process for soliciting and considering public comment prior to a fare increase or a major service reduction. 4.8 Marana is to assure no Federal appropriated funds have been paid or will be paid, by or on behalf of Marana to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal Agreement, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal agreement, grant, loan, or cooperative agreement. 4.9 Marana, as a subrecipient, agrees to follow the FTA Master Agreement (Attachment A). 4.10 Marana agrees to follow FTA Circular 4220.1F (h~://www.fta.dot.ffov/documents/FTA Circular 4220.1F - Finalpubl.pdf) pursuant to third- party procurements (both capital and operating). 4.11 Marana agrees to follow FTA Circular SOl0.1D (http://www.fta.dot.gov/documents/C 5010 1D Finalpub.pdf) pursuant to vehicle service life, vehicle disposal, etc. 4.12 Marana agrees to develop a Limited English Proficiency (LEP) Plan based upon the Federal Department of Transportation's LEP guidance and FTA Circular 4702.1A (http://www.fta.dot.~ov/documents/Title VI Circular 4702.1A.pdf ). 4.13 Marana agrees not to provide charter bus service with the vehicle purchased with FTA funds. 4.14 Marana agrees to facilitate aDrug-Free Workplace pursuant to the provisions of the Drug-Free Workplace Act of 1988. 4.15 Marana agrees to develop and facilitate a Drug and Alcohol testing program per,49 CFR Part 655, as amended and 49 CFR Part 40, as amended. ~.,rt 4 5. '' Mutual Obligation S.l Both parties warrant that no person has been employed or retained to solicit or secure this Agreement upon any agreement or understanding for a commission, percentage, brokerage, or contingent fee; and, further, that no member or delegate to Congress, the Tucson Council or any employee of Tucson or Marana has any interest, financial or otherwise, in this Agreement. 5.2 The parties acknowledge that federal funds are being used for the work, services and/or operations provided under this Agreement. In that regard, Tucson as the designated grant recipient, is obligated to accept and comply with all of the terms and conditions set forth in the FTA Master Agreement. In order for Marana to receive funding under this Agreement with Tucson, Marana is required to similarly accept and comply with all such terms and conditions and Marana does hereby specifically agree to be bound thereby. Marana is solely responsible for complying with all of the terms and conditions of the FTA Master Agreement and any subsequent revisions whether or not they are set forth in Attachment A. 6. Payment & Billing 6.1 Vehicle Purchase (Capital): Marana shall pay 100% of the Vehicle's purchase price (including all applicable taxes, fees, and licensing). City of Tucson, pursuant to FTA Grant AZ-37-X009-00 shall reimburse Marana in an amount up to $96,000 or 80% of the Vehicle cost (whichever is lesser) within thirty (30) days from receipt of invoice. Such reimbursement shall be conditioned upon evidence of Marana's payment of the required matching funds of $24,000 or 20% of purchase price of the Vehicle if the Vehicle purchase price is less than $120,000. Except as permitted otherwise by Federal Law, Marana agrees to provide sufficient funds along with the Federal financial assistance awarded, that will assure payment of the actual cost of any vehicle covered by this Grant Agreement. Marana will be solely responsible for any cost overages pursuant to the vehicle purchase costs which exceed this Grant Agreement. 6.2 Service (Operational): Marana shall pay 100% of the operational costs to operate the Marana Commuter Express. City of Tucson, pursuant to FTA Grant AZ-37-X009-00 shall reimburse Marana in an amount up to $80,770 or 50% of the operational cost (whichever is lesser) within thirty (30) days from receipt of invoice. Such reimbursement shall be conditioned upon evidence of Marana's payment of the required matching funds of $80,770 or 50% of the operational costs if the operational costs are less than $161,540. Except as permitted otherwise by Federal Law, Marana agrees to provide sufficient funds along with the Federal financial assistance awarded, that will assure payment of the actual cost of any service covered under this Grant Agreement. Marana will be solely responsible for any cost overages pursuant to operational costs which exceed this Grant Agreement. 6.3 Quarterly, Marana will submit a reimbursement letter to Tucson requesting reimbursement per ~ N the terms of this Agreement. The reimbursement letter shall include a quarterly invoice and shall mµp be accompanied by all necessary reports and applicable receipts. 6.4 Marana agrees that no local share funds provided will be derived from receipts from the:use of i , vehicles or equipment, revenues of the transit system in which such facilities.or~quipment~are { ~~ used, or other Federal funds, except as permitted by law. No reimbursements; shall be made. ' .,. unless all required reports have been submitted. To be eligible for reimbursement; ,pr©jects must be completed and reimbursement must be requested within thirty (30) moz~fhs of the grant award` by the Federal Transit Administration. Funding for uncompleted or unbilled projects will be assigned at the discretion of Tucson, as needed to close out the grant.. Any monies-spent shall show full documentation with invoices and signatures showing receipt of monies. 5 7. `Term and Termination 7.1 Conflicts of Interest -all parties hereto acknowledge that this Agreement is subject to cancellation by either party pursuant to the provisions of A.R.S. Section 38-511. 7.2 Marana agrees that with any breach of the terms of this Agreement that Tucson reserves the right to repossess any properties purchased with FTA funds (including but not limited to vehicles purchased). If any properties are repossessed by Tucson, Tucson will not be obligated to reimburse Marana for any of Marana's real or perceived financial interest in the property. 7.3 This Agreement shall be effective immediately after filing a copy hereof with the office of Tucson Clerk. For term and termination generally, see Section 1.3.1, herein. 8. Indemnification 8.1 Mutual Indemnity To the fullest extent permitted bylaw, each parry to this Agreement shall indemnify, defend and hold the other parry, its governing board or body, officers, departments, employees and agents, harmless from and against any and all suits, actions, legal or administrative proceedings, claims, demands, liens, losses, fines or penalties, damages, liability, interest, attorney's, consultant's and accountant's fees or costs and expenses of whatsoever kind and nature, resulting from or arising out of any act or omission of the indemnifying party, its agents, employees or anyone acting under its direction or control, whether intentional, negligent, grossly negligent, or amounting to a breach of agreement, in connection with or incident to the performance of this Agreement. 8.2 Notice. Each party shall notify the other in writing within thirty (30) days of the receipt of any claim, demand, suit or judgment against the receiving party for which the receiving party intends to invoke the provisions of this Article. Each party shall keep the other party informed on a current basis of its defense of any claims, demands, suits, or judgments under this Article. 8.3 Negligence of indemnified party. The obligations under this Article shall not extend to the negligence of the indemnified party, its agents or employees. 8.4 Survival of termination This Article shall survive the termination, cancellation or revocation, whether in whole or in part, of this Agreement. 8.5 Insurance: When requested by the other party, each party shall. provide proof to the other of their worker's compensation, automobile, accident, property damage, and liability coverage or program of self-insurance. 8.6 Books and records: Each party shall keep and maintain proper and complete books, records and accounts, which shall be open for inspection and audit by duly authorized representatives of any other party at all reasonable times. 9. Construction of Agreement 9.1 Entire Agreement This instrument constitutes the entire Agreement between the. parties, pertaining to the subject matter hereof, and all prior or contemporaneous Agreement and understandings, oral or written, are hereby superseded and merged herein. 9.2 Amendment This Agreement shall not be modified, amended, altered or changed except by , written agreement signed by both parties. _ 6 ~Y ,. 9.3 Construction and interpretation All provisions of this Agreement shall: be construed to be . consistent with the intention of the parties as expressed in the recitals hereof. t, i ,4 9.4 Captions and headings. The headings used in this Agreement are for convenience only and are not intended to affect the meaning of any provision of this Agreement. 9.5 Severability In the event that any provision of this Agreement or the application thereof is declared invalid or void by statute or judicial decision, such action shall have no effect on other provisions and their application which can be given effect without the invalid or void provision or application, and to this extent the provisions of the Agreement are severable In the event that any provision of this Agreement is declared invalid or void, the parties agree to meet promptly upon request of the other parry in an attempt to reach an agreement on a substitute provision. 10. Legal Jurisdiction 10.1 Nothing in this Grant Agreement shall be construed as either limiting or extending the legal jurisdiction of Marana or Tucson. 11. No Joint Venture 11.1 It is not intended by this Grant Agreement to, and nothing contained in this Agreement shall be construed to, create any partnership, joint venture or employment relationship between the parties or create any employer-employee relationship between Marana and any Tucson employees, or between Tucson and any Marana employees. Neither parry shall be liable for any debts, accounts, obligations nor other liabilities whatsoever of the other, including (without limitation) the other party's obligation to withhold Social Security and income taxes for itself or any of its employees. 12. Workers' Compensation 12.1 An employee of either party shall be deemed to bean "employee" of both public agencies while performing pursuant to this Grant Agreement, for purposes of A.R.S. § 23-1022 and the Arizona Workers' Compensation laws. The primary employer shall be solely liable for any worker's compensation benefits, which may accrue. Each party shall post a notice pursuant to the provisions of A.R.S. § 23-906 in substantially the following form: All employees are hereby further notified that they maybe required to work under the jurisdiction or control or within the jurisdictional boundaries of another public agency pursuant to an Grant Agreement or Agreement, and under such circumstances they are deemed by the laws of Arizona to be employees of both public agencies for the purposes of workers' compensation. 13. No Third Party Beneficiaries 13.1 Nothing in the provisions of this Agreement is intended to create duties or obligations to or rights in third parties not parties to this Agreement or affect the legal liability of either party to the Agreement by imposing any standard of care with respect to the maintenance of streets and highways different from the standard of care imposed by law. 14. Compliance with Laws. The parties shall comply with all applicable federal,"state and local'laws; rules, regulations, standards and executive orders, as amended, without limitat-ion to those designated within this Agreement. 14.1 Anti-Discrimination The provisions of A.R.S. § 41-1463 and Executive Order 75-5, as amended by Executive Order 99-4, issued by the Governor of the State of Arizona are incorporated by this reference as a part of this Grant Agreement as if set forth in full herein. 14.2 Americans with Disabilities Act This Agreement is subject to all applicable provisions of the Americans with Disabilities Act (Public Law 101-336, 42 U.S.C. 12101-12213) and all applicable federal regulations under the Act, including 28 CFR Parts 35 and 36.5.1. Tucson and Marana agree to follow all regulations as set forth in the Americans with Disabilities Act of 1990. 15. Waiver. Waiver by either parry of any breach of any term, covenant or condition herein contained shall not be deemed a waiver of any other term, covenant or condition, or any subsequent breach of the same or any other term, covenant, or condition herein contained. 16. Force Majeure. A party shall not be in default under this Agreement if it does not fulfill any of its obligations under this Agreement because it is prevented or delayed in doing so by reason of uncontrollable forces. The term "uncontrollable forces" shall mean, for the purpose of this Agreement, any cause beyond the control of the party affected, including but not limited to failure of facilities, breakage or accident to machinery or transmission facilities, weather conditions, flood, earthquake, lightning, fire, epidemic, war, riot, civil disturbance, sabotage, strike, lockout, labor dispute, boycott, material or energy shortage, casualty loss, acts of God, or action or non-action by governmental bodies in approving or failing to act upon applications for approvals or permits which are not due to the negligence or willful action of the parties, order of any government officer or court (excluding orders promulgated by the parties themselves), and declared local, state or national emergency, which, by exercise of due diligence and foresight, such parry could not reasonably have been expected to avoid. Either party rendered unable to fulfill any obligations by reason of uncontrollable forces shall exercise due diligence to remove such inability with all reasonable dispatch. 17. Notification. 17.1 All notices or demands upon any party to this Agreement shall be in writing, unless other forms are designated elsewhere, and shall be delivered in person or sent by mail addressed as follows: City of Tucson: Roger Randolph Tucson Clerk City of Tucson P.O. Box 27210 Tucson, AZ 85726-7210 With Copies to: James W. Glock P.E., Director Department of Transportation City of Tucson P.O. Box 27210 Tucson, AZ 85726-7210 And; John Zukas, Transit Services Coordinator Department of Transportation City of Tucson P.O. Box 27210 Tucson, AZ 85726-7210 Marana: With Copies to: Jocelyn Bronson, Town Clerk T. Van Hook, Community Development Director Town of Marana Town of Marana 11555 W. Civic Center Drive 11555 W. Civic Center Drive Marana, AZ 85653 Marana, AZ 85653 Or such other address as either party shall designate by written notice to the other. 18. Remedies. 18.1 Either party may pursue any remedies provided by law for the breach of this Agreement. No right or remedy is intended to be exclusive of any other right or remedy and each shall be cumulative and in addition to any other right or remedy existing at law or in equity or by virtue of this Agreement. In Witness. Whereof, Marana has caused this Agreement to be executed by the Mayor, upon resolution of the; Mayor and Council and attested to by the Marana Executive Director and Tucson has caused this Agreement to be executed by the Mayor upon resolution of the Mayor and Council and attested to by its Clerk.. ATTE ' T: CITY OF Roger Randolph,.Tucson'~C~.~ Clerk Robert Walkup, Mayor April 21, 2009 _r April~21, 2Q~09~ ,r ~~~ ~~ ATTEST: ~'~ ~ MARANA: `' celyn B nson, Town Clerk Ed Honea, Mayor ATTORNEY CERTIFICATION The foregoing Agreement between the Town of Marana and the City of Tucson has been reviewed pursuant to A.R.S. Section 11-952 by the undersigned, who has determined that it is in proper form and is ithin a powers and authority granted under the laws of the state of Arizona to the parry represented y o r. ~- l~6 6 ana Atto ey `' Date y/~~ g Tucson Attorney Date ~~ 9 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION FEDERAL TRANSIT ADMINISTRATION MASTER AGREEMENT For Federal Transit Administration Agreements authorized by 49 U.S.C. chapter 53, Title 23, United States Code (Highways), the Safe, Accountable, Flexible, Efficient Transportation Equity Act: A Legacy for Users, as amended by the SAFETEA-LU Technical Corrections Act, 2008, the Transportation Equity Act for the 21St Century, as amended, the National Capital Transportation Act of 1969, as amended, ~ or other Federal laws that FTA administers. ~~'. "~J ~. FTAMA(15) Attachment A to Resolutipn' No. 21220" October 1, 2008 http://www. fta.dot. gov/documents/ 15-Master.pdf TABLE OF CONTENTS Section 1. Definitions. 9 Section 2. Project Implementation. 12 a. General. 12 b. U.5. DOT Administrative Requirements. 13 c. Application of Federal, State, and Local Laws, Regulations, and Directives. 13 d. Recipient's Primary Responsibility to Comply with Federal Requirements. 14 e. Recipient's Responsibility to Extend Federal Requirements to Other Entities. 15 f. No Federal Government Obligations to Third Parties. 16 g. Changes in Project Performance (i.e., Disputes, Breaches, Defaults, or Litigation). 16 Section 3. Ethics. 17 a. Code of Conduct/Standards of Conduct. 17 b. Debarment and Suspension. 17 c. Bonus or Commission. 18 d. Lobbying Restrictions. 18 e. Employee Political Activity. 18 f. False or Fraudulent Statements or Claims. 18 g. Trafficking in Persons. 19 Section 4. Federal Assistance. 21 a. "Net Project Cost." 22 b. Other Basis for FTA Participation. 22 Section 5. Local Share. g 22 a. Restrictions on the Source of the Local Share. 22 b. Duty to Obtain the Local Share. 22 c. Prompt Payment of the Local Share. 22 d. Reduction of the Local Share. 22 Section 6. Approved Project Budget. 23 Section 7. Accounting Records. 23 a. Project Accounts. 23 b. Funds Received or Made Available for the Project. 23 c. Documentation of Project Costs and Program Income. 24 d. Checks, Orders, and Vouchers. 24 Section 8. Reporting, Record Retention, and Access. 24 ~~' a. Types of Reports. 24 ~~ ;Pry b. Report Formats. ~~4 c. Record Retention. ~ `24 ~ ~` d. Access to Records of Recipients and Subrecipients. ~ 24 ,x e. Project Closeout. ~ 24 P~~ FTA Master Agreement MA(15), 10-1-2008 2 ~~; Section 9. Payments. a. Recipient's Request for Payment. b. Payment by FTA. a Costs Reimbursed. d. Bond Interest and Other Financing Costs. e. Excluded Costs. f. Federal Claims, Excess Payments, and Disallowed Costs, Including Interest. g. De-obligation of Funds. Section 10. Project Completion, Audit, Settlement, and Closeout. a. Project Completion. b. Audit of Recipients. c. Funds Owed to the Federal Government. d. Project Closeout. Section 11. Right of the Federal Government to Terminate. Section 12. Civil Rights. a. Nondiscrimination in Federal Public Transportation Programs. b. Nondiscrimination -Title VI of the Civil Rights Act. c. Equal Employment Opportunity. d. Disadvantaged Business Enterprise. e. Nondiscrimination on the Basis of Sex. f. Nondiscrimination on the Basis of Age. g. Access for Individuals with Disabilities. h. Drug or Alcohol Abuse -Confidentiality and Other Civil Rights Protections. i. Access to Services for Persons with Limited English Proficiency. j. Environmental Justice. k. Other Nondiscrimination Laws. Section 13. Planning and Private Enterprise. a. General b. Governmental and Private Nonprofit Providers of Nonemergency Transportation. c. Infrastructure Investment. Section 14. Preference for United States Products and Services. a. Buy America. b. Cargo Preference-Use of United States-Flag Vessels. c. Fly America. Section 15. Procurement. a. Federal Standards. b. Full and Open Competition. c. Exclusionary or Discriminatory Specifications. d. Geographic Restrictions. e. In-State Bus Dealer Restrictions. FTA Master Agreement MA(15), 10-i-2008 25 25 25 27 28 28 29 30 30 30 30 31 31 31 31 31 32 32 32 33 33 33 35 35 35 35 35 35 36 36 36 36 36 36 36 ~~~,~ 36 E ~~ 37 =37 37- tl r `37 ~~ ~ '-f 3., f. Neutrality in Labor Relations. 37 g. Federal Supply Schedules. 37 h. Force Account. 37 i. FTA Technical Review. 38 j. Project ApprovaUThird Parry Contract Approval. 38 k. Preference for Recycled Products. 38 1. Clean Air and Clean Water. 38 m. National Intelligent Transportation Systems Architecture and Standards. 38 n. Rolling Stock.' 38 o. Bonding. 39 p. Architectural Engineering or Related Services. 39 q. Design-Build Projects. 40 r. Award to Other than the Lowest Bidder. 40 s. Award to Responsible Contractors. 40 t. Access to Third Party Contract Records. 41 u. Electronic and Information Technology. 41 Section 16. Leases. 41 a. Capital Leases. 41 b. Leases Involving Certificates of Participation. 41 Section 17. Patent Rights. 41 a. General. 41 b. Federal Rights. 42 Section 18. Rights in Data and Copyrights. ~ 42 a. Definition. ~ 42 b. General. 42 c. Federal Rights in Data and Copyrights. 42 d. Special Federal Rights in Data for Research, Development, Demonstration, and Special Studies Projects. 43 e. Hold Harmless. 43 f. Restrictions on Access to Patent Rights. 43 g. Data Developed Without Federal Funding or Support. 43 h. Requirements to Release Data. 44 Section 19. Use of Real Property, Equipment, and Supplies. 44 a. Use of Project Property. 44 1, b. General. 44 c. Maintenance. 45 P d. Records. 45 "' ' e. Incidental Use. : `- 45 ~k~~~ f. Encumbrance of Project Property. 45 ;~`', g. Transfer of Project Property. 446` - p' FTA Master Agreement MA(15), 10-1-2008 h. Disposition of Project Property. 46 i. Insurance Proceeds. 47 j. Transportation -Hazardous Materials. 4~ k. Misused or Damaged Project Property. 48 1. Responsibilities After Project Closeout.. 48 Section 20. Insurance. 48 a. Minimum Requirements. 48 b. Flood Hazards. 4g Section 21. Relocation. 4g a. Relocation Protections. 4g b. Nondiscrimination in Housing. 48 c. Prohibition Against Use of Lead-Based Paint. 49 Section 22. Real Property. 49 a. Land Acquisition. 49 b. Covenant Assuring Nondiscrimination. 49 c. Recording Title of Real Property. 49 d. FTA Approval of Changes in Real Property Ownership. 49 Section 23. Construction. 4g a. Drafting, Review, and Approval of Construction Plans and Specifications. 49 b. Supervision of Construction. 49 a Construction Reports. 50 d. Project Management for Major Capital Projects. 50 e. Seismic Safety. ' S0 Section 24. Employee Protections. 50 a. Construction Activities. 50 b. Activities Not Involving Construction. 50 c. Activities Involving Commerce. 51 d. Public Transportation Employee Protective Arrangements. 51 Section 25. Environmental Protections. 52 a. National Environmental Policy. 53 b. Air Quality. 53 c. Clean Water. 54 d. Use of Certain Public Lands. 54 e. Wild and Scenic Rivers. 54 f. Coastal Zone Management. 54 g. Wetlands. 54 h. Floodplains. 55 i. Endangered Species and Fisheries Conservation. - • 55 j. Historic Preservation. 5.5 k. Indian Sacred Sites. 5~ ; _, _ FTA Master Agreement MA(15), 10-1-2008 5 t. ,~;; i, 3 i~l ~ ~. 1. Mitigation of Adverse Environmental Effects. 55 Section 26. Energy Conservation. 56 Section 27. State Management and Monitoring Systems. 56 Section 28. Charter Service Operations. Sb Section 29. School Transportation Operations. 57 Section 30. Metric System. 57 Section 31. Geographic Information and Related Spatial Data. 58 Section 32. Substance Abuse. 58 a. Drug-Free Workplace. 58 b. Alcohol Misuse and Prohibited Drug Use. 58 Section 33. Motor Carrier Safety 58 a. Financial Responsibility. 58 b. Driver Qualifications. 59 c. Substance Abuse Rules for Motor Carriers. 59 Section 34. State Safety Oversight of Rail Fined Guideway Public Systems. 59 Section 35. Federal "$1 Coin" Requirements. 59 Section 36. Seat Belt Use. 59 Section 37. Protection of Sensitive Security Information. 59 Section 38. Special Notification Requirements for States. 60 Section 39. Special Provisions for the Urbanized Area Formula Program. 60 a. Fares and Services. 60 b. Audit Requirements. , 60 ~ c. Half-Fare Requirements. 60 d. Use of Formula Assistance for Operations. 60 e. Public Transportation Security. 61 f. Public Transportation Enhancements. 61 g. Reporting Requirements. 61 h. Participation of Subrecipients. 61 Section 40. Special Provisions for the Elderly Individuals and Individuals with Disabilities Formula Program and Pilot Program 61 a. Eligible Subrecipients. 61 b. State Procedures. 62 c. Participation of Subrecipients. 62 d. Eligible Project Activities. 62 e. Leasing of Vehicles. 62 .°,,, f. Transfer of Project Property. 63 ~~!~ Section 41. Special Provisions for the New Freedom Program. 63 ~" a. General. ~ ~ ~ ~ ~ 63 ~ '~' b. Participation of Subrecipients. 63 Section 42. Special Provisions for the Nonurbanized Area Formula Program.,, M 63 FTA Master Agreement MA(15), 10-i-2008 6 a. Provisions Applicable to States. 63 b. Provisions Applicable to Indian Tribes. 64 Section 43. Special Provisions for the Clean Fuels Grant Program. 65 a. General. 65 b. Participation of Subrecipients. 65 Section 44. Special Provisions for Research, Development, Demonstration, and Special Studies Projects. 65 a. Project Report. 65 b. Project Identification. 65 c. Protection of Human Subjects. 66 d. Protection of Animals. 66 e. Export Control. 66 Section 45. Special Provisions for Medical Transportation Projects. 66 Section 46. Special Provisions for the National Technical Assistance Center for Senior Transportation. 66 Section 47. Special Provisions for Human Resources Fellowships. 66 a. General. 67 b. Fellowship Awards. 67 Section 48. Special Provisions for the Job Access and Reverse Commute Formula Grant Program. 67 a. General. 67 b. Participation of Subrecipients. 67 Section 49. Special Provisions for the Paul S. Sarbanes Transit in Parks Program 67 a. General. ~ 67 b. FTA Notice. ~ 67 Section 50. Special Provisions for the Over-the-Road Bus Accessibility Projects. 68 a. General. 68 b. Accessibility. 68 c. Employee Protective Arrangements. 68 d. FTA Notice. 68 Section 51. Special Provisions for State Infrastructure Bank Projects. 68 a. General. 68 b. Limitations on Accessing Federal Assistance in the Transit Account. 69 Section 52. Special Provisions for TIFIA Projects. 69 Section 53. Disputes, Breaches, Defaults, or Other Litigation. 69 a. Notification to FTA. 69 b. Federal Interest in Recovery. 70 c. Enforcement. 70 d. FTA Concurrence. ~0~~ e. Alternative Dispute Resolution. f~ ._~,.= ~ . 70 Section 54. Amendments to the Project. ~ 70 ~, l., '~ Section 55. FTA's Electronic Management System. a. Recipient Use. b. TEAM System Terminology. Section 56. Information Obtained Through Internet Links. Section 57. Severability. FTA Master Agreement MA(15), 10-1-2008 .t 70 70 70 70 71 _,:- 8, UNITED STATES DEPARTMENT OF TRANSPORTATION FEDERAL TRANSIT ADMINISTRATION MASTER AGREEMENT This is the official Federal Transit Administration Master Agreement that contains the standard terms and conditions governing the administration of a Project supported with Federal assistance awarded by the Federal Transit Administration (FTA) through a Grant Agreement or Cooperative Agreement with the' Recipient, or supported by FTA through a Transportation Infrastructure Loan, Loan Guarantee, or Line of Credit with the Recipient. This Master Agreement applies to Federal assistance authorized by Federal public transportation laws at 49 U.S.C. chapter 53; Title 23, United States Code (Highways); the Safe, Accountable, Flexible, Efficient Transportation Equity Act: A Legacy for Users (SAFETEA-LU), Pub. L. 109-59, August 10, 2005, as amended by the SAFETEA-LU Technical Corrections Act, 2008, Pub. L. 110-244, June 6, 2008; the Transportation Equity Act for the 21~ Century (TEA-21), Pub. L. 105-178, June 9, 1998, as amended; the National Capital Transportation Act of 1969; the D.C. Official Code, §§ 9-1111.01 et seq.; or other Federal legislation FTA administers to the extent FTA so determines. FTA and the Recipient understand and agree that not every provision of this Master Agreement will apply to every Recipient or every Project for which FTA provides Federal assistance through a Grant Agreement or Cooperative Agreement. The type of Project, the Federal laws and regulations authorizing Federal assistance for the Project, and the legal status of the Recipient as a "State," "local government," private non-profit entity, or private for-profit entity will determine which Federal laws, regulations, and directives apply. Federal laws, regulations, and directives that do not apply will not be enforced. Nevertheless, the Recipient understands and agrees that it must comply with all applicable Federal laws and regulations, and follow applicable Federal directives, except to the extent that FTA determines otherwise in writing. Any violation of a Federal law or regulation, or failure to follow a Federal directive applicable to the Recipient or its Project may result in penalties to the violating party. This Master Agreement. does not have an Expiration Date. The provisions of this Master Agreement will continue to apply to the Project unless or until modified or superseded by Federal laws, regulations, or directives effective at a later date, or Grant Agreements, Cooperative Agreements, or Master Agreements issued at a later date.. Thus, in consideration of the mutual covenants, promises, and representations herein, FTA and the Recipient agree as follows: Section 1. Definitions. ~ti! a. Application means the signed and dated request for Federal assistance, including any amendment thereto, with all explanatory, supporting, and supplementary documents filed. witl6 FP! . FTA by or on behalf of the Recipient and accepted or approved by FTA. ~ '`~' r FTA Master Agreement MA(TS), 10-1-2008 9 b. Approval, Authorization, Concurrence, Waiver means a deliberate written statement (transmitted in typewritten hard copy or electronic format or medium) of a Federal Government official authorized to permit the Recipient to take or omit the action required by the Grant Agreement or Cooperative Agreement for the Project, or this Master Agreement, which action may not be taken or omitted without that permission. Except to the extent that FTA determines otherwise in writing, that approval, authorization, concurrence, or waiver permitting the performance or omission of a specific action does not constitute permission to perform or omit other similar actions. An oral permission or interpretation has no legal force, authority, or effect. c. Approved Project Budget means the most recent statement of the costs of the Project, the maximum amount of Federal assistance for which the Recipient is currently eligible, the specific tasks (including specific contingencies) covered, and the estimated cost of each task that has been approved by FTA. As used in the "Approved Project Budget," the term "Scopes" means categories and the term "Scope Level Codes" means category codes. Although "Scopes" and "Scope Level Codes" generally indicate the type of activities encompassed by the Project, the data listed under "Scopes" and "Scope Level Codes" (for example), do not necessarily reflect, and are not intended to be treated as, prima facie evidence of the precise limits or boundaries of a Project, except to the extent that FTA determines otherwise in writing. FTA reserves the right to consider other information in determining what constitutes the "Scope of the Project" when that term is used for legal purposes. d. Cooperative Agreement means an instrument by which FTA awards Federal assistance to a specific Recipient to support a particular Project in which FTA takes an active role or retains substantial control, as provided in 31 U.S.C. § 6305. The Cooperative Agreement consists of the FTA Award establishing the specific parameters of the Project, an Execution statement signed by the Recipient, and may include additional Special Conditions, Special Requirements, or Special Provisions. This Master Agreement is incorporated by reference and made part of the Cooperative Agreement. e. Federal Directive, for purposes of this Master Agreement, includes any Executive Order of the President of the United States, and any Federal document, irrespective of whether it takes the form of a published policy, administrative practice, circular, guideline, guidance, or letter signed by the head of a Federal agency or his or her designee, that provides instructions or official advice concerning a Federal program, including application processing procedures, program management, or other similar matters. The term "Federal Directive" encompasses "FTA Directives," "U.S. DOT Directives," and similar documents issued by other agencies of the Federal Government. f. Federal Government means the United States of America and any executive department or agency thereof. g. Federal Transit Administration designates the former Urban Mass Transportation Administration. Any reference in any law, map, regulation, document, paper, or othei`~r~cord of the United States to the Urban Mass Transportation Administration is deemed a reference to the'` Federal Transit Administration. FTA Master Agreement MA(15), 10-i-2008 ~0 h. Federal Transit Administrator designates the former Urban Mass Transportation Administrator. Any reference in any law, map, regulation, document, paper, or other record of the United States to the Urban Mass Transportation Administrator is deemed a reference to the Federal Transit Administrator. i. FTA is the acronym for the Federal Transit Administration, an operating administration of the U.S. Department of Transportation (iJ.S. DOT). "FTA" replaces the acronym "UMTA." j. Grant Agreement means the instrument by which FTA awards Federal assistance to a specific Recipient to support a particular Project in which FTA does not take an active role or retain substantial control, as provided in 31 U.S.C. § 6304. The Grant Agreement consists of the FTA Award establishing the specific parameters of the Project, an Execution statement signed by the Recipient, and may include additional Special Conditions, Special Requirements, or Special Provisions. This Master Agreement is incorporated by reference and made part of the Grant Agreement. k. Local Government includes a public transportation authority, as well as a county, municipality, city,. town, township, special district, council of governments, public corporation, board, or commission established under the laws of a State (whether or not incorporated as a private nonprofit organization under State law), regional or interstate government entity, Indian tribal government, or any agency or instrumentality thereof. 1. Proiect means the activity or activities (task or tasks) listed in Project Description, the Approved Project Budget, and any modifications set forth in the Conditions of Award in the Grant Agreement or Cooperative Agreement for the Project, and any other'Special Conditions, Special Requirements, or Special Provisions applicable to the Project. To the extent that a Recipient is required by any provision of 49 U.S.C. chapter 53 to prepare a "Program of Projects," for purposes of this Master Agreement, the term "Project" encompasses both "Program" and "each Project within the Program," as the context may require. For a Loan, Loan Guarantee, or Line of Credit financed with Federal assistance authorized under the Transportation Infrastructure Finance and Innovation Act of 1998, as amended, 23 U.S.C. §§ 601 through 609, "Project" means the transportation activities financed by that Loan, Loan Guarantee, or Line of Credit. For purposes of legal interpretations and other matters, FTA reserves the right to consider information apart from the data listed in FTA's electronic management system under "Scopes" and "Scope Level Codes" of the "Approved Project Budget" to determine what constitutes the Scope of the Project or eligible project activities. m. Public Transportation means transportation by a conveyance that provides regular and continuing general or special transportation to the public, but does not include schoolbus, charter, sightseeing, or intercity bus transportation or intercity passenger rail transportation provided by the entity described in 49 U.S.C. chapter 243 (Amtrak or a successor to Amtrak). The term:. "public transportation" also includes "mass transportation" and "transit." a<° ''' ~' n. Recipient means the entity that receives Federal assistance directly from FTA t© sripport the Project. The term "Recipient" includes each "Grant Recipient" or "Grantee" that~xe~eives FTA Master Agreement MA(15), 10-1-2008 ll ~, ,;~ s ~a Federal assistance directly from FTA through a Grant and each Recipient that receives Federal assistance directly from FTA through a Cooperative Agreement. Even if a single organization within a legal entity is designated the Recipient in the Grant Agreement or Cooperative Agreement, the entire legal entity is the Recipient, except to the extent that FTA has determined otherwise in writing. Thus, unless FTA has determined otherwise in writing, if the Recipient is a consortium, partnership, joint venture, team, or other multi-party entity, each participant in, member of, or party to that consortium, partnership, joint venture, team, or multi-parry entity is deemed a "Recipient" for purposes of compliance with applicable requirements of the Grant Agreement or Cooperative Agreement for its Project. o. Suba~reement means an agreement through which a Recipient awards Federal assistance derived from FTA to a subrecipient as defined below. The term "subagreement" also includes the term "subgrant," but does not include the term "third party subcontract." p. Subrecipient means any entity that receives Federal assistance awarded by an FTA Recipient, rather than by FTA directly. The term "subrecipient" also includes the term, "subgrantee," but does not include "third party contractor" or "third party subcontractor." q. Third Party- Contract means a contract or purchase order awarded by the Recipient or subrecipient to a contractor or vendor, financed in whole or in part with Federal assistance awarded by FTA. r. Third Party Subcontract means a subcontract at any tier financed in whole or in part with Federal assistance originally derived from FTA that is entered into by the third parry contractor or third party subcontractor. s. U.S. DOT is the acronym for the United States De~arhnent of Transportation, including its operating administrations. Section 2. Project Implementation. a. General. The Recipient agrees to carry out the Project as follows: (1) Project Description. Because the "Project Description" in the FTA Award section of the Grant Agreement or Cooperative Agreement provides only a brief description of the Project or Projects to be funded, the Recipient agrees to perform the work as described in the "Project Description" and in its Application that is incorporated by reference in the approved Grant Agreement or Cooperative Agreement for the Project. (2) Effective Date. The effective date of the Grant Agreement, Cooperative Agreement, or Amendment thereto is the date on which the FTA Authorized Official awards Federal assistance as shown on the Grant Agreement, Cooperative Agreement, or Amendment thereto, The Recipient agrees to undertake Project work promptly after receiving notice that FTA°has awarded Federal assistance for the Project. .' FTA Master Agreement MA(15), 10-1-2008 ,T 12 (3) Recipient's Capacity. The Recipient agrees to maintain or acquire sufficient legal, fmancial, technical, and managerial capacity to: (a) plan, manage, and complete the Project and provide for the use of Project property; (b) carry out the safety and security aspects of the Project and (c) comply with the terms of its Grant Agreement or Cooperative Agreement for the Project, this Master Agreement, the Approved Project Budget, Project schedules, its annual Certifications and Assurances to FTA, and all applicable Federal laws and regulations, in accordance with applicable Federal directives pertaining to the Project and the Recipient, except to the extent that FTA determines otherwise in writing. (4) Completion Dates. The Recipient agrees to complete the Project in a timely manner. Nevertheless, except in the case of a Full Funding Grant Agreement or as otherwise specified, FTA and the Recipient agree that milestone dates and other Project completion dates are to be treated as good faith estimates rather than precise and firm legal requirements. b. U.S. DOT Administrative Requirements. The Recipient agrees to comply with the Federal administrative requirements that apply to the category in which it belongs: (1) State, Local, or Indian Tribal Government. U.S. DOT regulations, "Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments," 49 C.F.R. Part 18, apply to a Recipient that is a State, local, or Indian tribal government. (2) Institution of Higher Education or Nonprofit Organization. U.S. DOT regulations, "Uniform Administrative Requirements for Grants and Agreements with Institutions of Higher Education, Hospitals, and Other Non-Profit Organizations," 49 C.F.R. Fart 19, apply to a Recipient that is an institution of higher education or a nonprofit organization. (3) Private For-Profit Organization. Except to the extent that FTA determines otherwise in writing, U.S. DOT regulations, "Uniform Administrative Requirements for Grants and Agreements with Institutions of Higher Education, Hospitals, and Other Non-profit Organizations," 49 C.F.R. Part 19, apply to a Recipient that is a private for-profit organization. c. Application of Federal, State. and Local Laws Regulations and Directives. (1) Federal Laws. Regulations, and Directives. The Recipient agrees that Federal laws and regulations control Project award and implementation. The Recipient also agrees that Federal directives, as defined in this Master Agreement, provide Federal guidance applicable to the Project, except to the extent that FTA determines otherwise in writing. Thus, FTA strongly encourages adherence to applicable Federal directives. The Recipient understands and agrees that unless the recipient requests FTA approval in writing, the Recipient may incur a violation of Federal laws or regulations, its Grant Agreement or Cooperative Agreement, or this Master Agreement if it implements an alternative procedure or course of action not approved by FTA. The Recipient understands and agrees that Federal laws, regulations, and directives applcableto SY the Project and to the Recipient on the date on which the FTA Authorized Official awards ~'' Federal assistance for the Project maybe modified from time to time. In particular, new Federal FTA Master Agreement MA(15), 10-1-2008 13 laws, regulations, and directives may become effective after the date on which the Recipient executes the Grant Agreement or Cooperative Agreement for the Project, and might apply to that Grant Agreement or Cooperative Agreement. The Recipient agrees that the most recent of such Federal laws, regulations, and directives will apply to the administration of the Project at any particular time, except to the extent that FTA determines otherwise in writing. FTA's written determination may take the form of a Special Condition, Special Requirement, Special Provision, or Condition of Award within the Grant Agreement or Cooperative Agreement for the Project, a change to an FTA directive, or a letter to the Recipient signed by the Federal Transit Administrator or his or her duly authorized designee, the text of which modifies or conditions a specific provision of the Grant Agreement or Cooperative Agreement for the Project or this Master Agreement. To accommodate changing Federal requirements, the Recipient agrees to include in each agreement with each subrecipient, each lease, each third party contract, and other similar document implementing the Project notice that Federal laws, regulations, and directives may change and that the changed provisions will apply to the Project, except to the extent that FTA determines otherwise in writing. All standards or limits in the Grant Agreement or Cooperative Agreement for the Project, and in this Master Agreement are minimum requirements, unless modified by FTA. (2) State, Territorial. and Local Law. Should a Federal law pre-empt a State, territorial, or local law, regulation, or ordinance, the Recipient must comply with the Federal law and implementing regulations. Nevertheless, no provision of the Grant Agreement or Cooperative Agreement for the Project, or this Master Agreement requires the Recipient to observe or enforce compliance with any provision, perform any other act, or do any other thing in contravention of State, territorial, or local law, regulation, or ordinance. Thus if compliancy with any provision of the Grant Agreement or Cooperative Agreement for the Project, or this Master Agreement violates or would require the Recipient to violate any Mate, territorial, or local law, regulation, or ordinance, the Recipient agrees to notify FTA immediately in writing. Should this occur, FTA and the Recipient agree that they will make appropriate arrangements to proceed with or, if necessary, terminate the Project expeditiously. d. Recipient's Primary Responsibilityto Comply with Federal Requirements. Irrespective of involvement by any other entity in the Project, the Recipient agrees that it, rather than any other entity, is ultimately responsible for compliance with all applicable Federal laws and regulations, the Grant Agreement or Cooperative Agreement for the Project, and this Master Agreement, in accordance with applicable Federal directives, except to the extent that FTA determines otherwise in writing. (1) Significant Participation by a Subrecipient. Although the Recipient may delegate any or almost all Project responsibilities to one or more subrecipients, the Recipient agrees that it, rather than any subrecipient, is ultimately responsible for compliance with all applicable Federal laws, and regulations, in accordance with applicable Federal directives, except to the extent that FTA determines otherwise in writing. .._ (2) Significant Participation by a Lessee of a Recipient. Although the Recipient may'~ease Project property and delegate some or many Project responsibilities to one or more lessees, the ` FTA Master Agreement MA(15), 10-1-2008 14 r~~~ '.f' ~~, c Recipient agrees that it, rather than any lessee, is ultimately responsible for compliance with all applicable Federal laws and regulations, in accordance with applicable Federal directives, except to the extent that FTA determines otherwise in writing. (3) . Significant Participation by a Third Party Contractor. Although the Recipient may enter into a third party contract in which the third party contractor agrees to provide property or services in support of the Project, or even carry out Project activities normally performed by the Recipient (such as in a turnkey contract), the Recipient agrees that it, rather than the third party contractor, is ultimately responsible to FTA for compliance with all applicable Federal laws and regulations, in accordance with applicable Federal directives, except to the extent that FTA determines otherwise in writing. (4) Exceptions. The Recipient, however, is relieved of the requirement to comply with Federal requirements in the following two circumstances: (a) When the Designated Recipient of Urbanized Area Formula Program assistance as defined at 49 U.S.C. § 5307(a)(2) has entered into a Supplemental Agreement with FTA and a Grant Recipient or Grantee covering the Project, the Designated Recipient is not responsible for compliance with Federal requirements in connection with the Project, or (b) When the Federal Government, through appropriate official action, relieves the Recipient of a portion of or all responsibility to the Federal Government. e. Recipient's Responsibility to Extend Federal Requirements to Other Entities. (1) Entities Affected. Only entities that are signatories to the Grant Agreement or Cooperative Agreement for the Project are parties to that Grant Agreement or Cooperative Agreement. To achieve compliance with certain Federal laws and regulations, in accordance with applicable Federal directives, however, other entities participating in the Project through their involvement with the Recipient, (such as a subrecipient, lessee, third parry contractor, or other participant) will necessarily be affected. Accordingly, the Recipient agrees to take appropriate measures necessary to ensure that all Project participants comply with all applicable Federal laws and regulations, and follow applicable Federal directives affecting Project implementation, except to the extent FTA determines otherwise in writing. In addition, if an entity other than the Recipient is expected to fulfill any responsibilities typically performed by the Recipient, the Recipient agrees to assure that the entity carries out the Recipient's responsibilities as set forth in the Grant Agreement or Cooperative Agreement for the Project or this Master Agreement. (2) Documents Affected. The applicability provisions of Federal laws, regulations, and ~-~~, directives determine the extent to which those provisions affect an entity (such as a subrecipient, lessee, third party contractor or other participant) participating in the Project through the Recipient. Thus, the Recipient agrees to use a written document to ensure that each entity ~ participating in the Project complies with applicable Federal laws and regulations, and mss', applicable Federal directives, except to the extent that FTA determines otherwise in meriting. ~_ . ~~ ~~ FTA Master Agreement MA(15), 10-1-2008 ' I S (a) Required Clauses. The Recipient agrees to use a written document (such as a subagreement, lease, third parry contract, or other similar document) including all appropriate clauses stating the entity's (subrecipient, lessee, third party contractor, or other participant) responsibilities under applicable Federal laws and regulations, in accordance with applicable Federal directives, except to the extent that FTA determines otherwise in writing. (b) Flowdown. The Recipient agrees to include in each document (subagreement, lease, third parry contract, or other similar document) any necessary provisions requiring the Project participant (subrecipient, lessee, third party contractor, or other participant) to impose applicable Federal requirements and directives on its subrecipients, lessees, third parry contractors and other participants in the Project at the lowest tier necessary, except to the extent that FTA determines otherwise in writing. (c) Performance of Recipient's Responsibilities. When the document (subagreement, lease, third party contract, or other similar document) requires the Project participant (subrecipient, lessee, third party contractor, or other participant) to undertake responsibilities for the Project usually performed by the Recipient, the Recipient agrees also to include in that document (subagreement, lease, third party contract or other similar document) appropriate provisions that would be applicable to the Recipient as set forth in the Grant Agreement or Cooperative Agreement for the Project or this Master Agreement, and extend those provisions to the subrecipients, lessees, third party contractors, and other Project participants to the lowest tier necessary, except to the extent as FTA determines otherwise in writing. f. No Federal Government Obligations to Third Parties. In connection with the Project, the Recipient agrees that, absent the Federal Government's express written consent, the Federal Government shall not be subject to any obligations or liabilities to any subrecipient, lessee, third party contractor, or other participant at any tier of the project, or other person or entity that is not a party to the Grant Agreement or Cooperative Agreement for the Project. Notwithstanding that the Federal Government may have concurred in or approved any solicitation, subagreement, lease, third parry contract, or arrangement at any tier, the Federal Government has no obligations or liabilities to any entity other than the Recipient, including any subrecipient, lessee, third parry contractor, or other participant at any tier of the Project. g. Changes in Project Performance (i.e., Disputes, Breaches, Defaults, or Litiaationl. The Recipient agrees to notify FTA immediately, in writing, of any change in local law, conditions (including its legal, financial, or technical capacity), or any other event that may adversely affect the Recipient's ability to perform the Project in accordance with the terms of the Grant Agreement or Cooperative Agreement for the Project and this Master Agreement. The Recipient also agrees to notify FTA immediately, in writing, of any current or prospective major dispute, breach, default, or litigation that may adversely affect the Federal Government's interests in the Project or the Federal Government's administration or enforcement of Federal laws or regulations; and agrees to inform FTA, also in writing, before naming the Federal Government as r~ a party to litigation for any reason, in any forum. At a minimum, the Recipient agree~s~tb'~rpvide each notice to FTA required by this subsection to the FTA Regional Counsel for _tlie. ~Zegion in which the Recipient operates its public transportation system or implements the`°Project._ FTA Master Agreement MA(15), io-l-loos 16 Section 3. Ethics. a. Code of Conduct/Standards of Conduct. The Recipient agrees to maintain a written code of conduct or standards of conduct that shall govern the- actions of its officers, employees, board members, or agents engaged in the award or administration of subagreements, leases, third party contracts, or other arrangements supported with Federal assistance. The Recipient agrees that its code of conduct or standards of conduct shall specify. that its officers, employees, board members, or agents may neither solicit nor accept. gratuities, favors, or anything of monetary value from any present or potential subrecipient, lessee, third party contractor, or other participant at any tier of the Project, or agent thereof. Such a conflict would arise when an employee, officer, board member, or agent, including any member of his or her immediate family, partner, or organization that employs, or intends to employ, any of the parties identified herein has a financial interest in the entity selected for award The Recipient may set de minimis rules where the financial interest is not substantial, or the gift is an unsolicited item of nominal intrinsic value. The Recipient agrees that its code of conduct or standards of conduct shall also prohibit its officers, employees, board members, or agents from using their respective positions in a manner that presents a real or apparent personal or organizational conflict of interest or personal gain. As permitted by State or local law or regulations, the Recipient agrees that its code of conduct or standards of conduct shall include penalties, sanctions, or other disciplinary actions for violations by its officers, employees, board members, or their agents, or the Recipient's subrecipients, lessees, third party contractors, other participants, or their agents. (1) Personal Conflicts of Interest. The Recipient agrees that its code of conduct or standards of conduct shall prohibit the Recipient's employees, officers, board members, or agents from participating in the selection, award, or administration of any subagreement, lease, third party contract, or other arrangement at any tier, supported by Federal assistance if a real or apparent conflict of interest would be involved. Such a conflict would arise when an employee, officer, board member, or agent, including any member of his or her immediate family, partner, or organization that employs, or intends to employ, any of the parties listed herein has a financial interest in the entity selected for award. (2) Organizational Conflicts of Interest. The Recipient agrees that its code of conduct or standards of conduct shall include procedures for identifying and preventing real and apparent organizational conflicts of interest. An organizational conflict of interest exists when the nature of the work to be performed under a proposed subagreement, lease, third party contract, or other arrangement at any tier may, without some restrictions on future activities, result in an unfair competitive advantage to the subrecipient, lessee, third party contractor, or other participant at any tier of the Project or impair its objectivity in performing the contract work. b. Debarment and Suspension. The Recipient agrees to comply, and assures the compliance;of each subrecipient, lessee, third party contractor, or other participant at any tier of the Pro~ecC; with Executive Orders Nos. 12549 and 12689, "Debarment and Suspension," 31 U S:C~.§.b1~01 note, and U.S. DOT regulations, "Nonprocurement Suspension and Debarment," 2 CFR Part 1200, which adopts and supplements the provisions of U.S. Office of Nlaz~.gement'. and Budget (LT.S. OMB} "Guidelines to Agencies on Governmentwide Debarment~and= FTA Master Agreement MA(15), 10-1-2008 17- i~;n :~~ ,~k ~,~~ "~ ~~~ ~e ~w, ~~ ~~ Suspension (Nonprocurement)," 2 CFR Part 180. The Recipient agrees to, and assures that its subrecipients, lessees, third parry contractors, and other participant at any tier of the Project will, review the "Excluded Parties Listing System" at http://epls.govl before entering into any third subagreement, lease, third party contract, or other arrangement in connection with the Project. c. Bonus or Commission. The Recipient affirms that it has not paid, and agrees not to pay, any bonus or commission to obtain approval of its Federal assistance application for the Project. d. Lobbying Restrictions. The Recipient agrees that: (1) Incompliance with 31 U.S.C. § 1352(a), it will not use Federal assistance to pay the costs of influencing any officer or employee of a Federal agency, Member of Congress, officer of Congress or employee of a member of Congress, in connection with making or extending the Grant Agreement or Cooperative Agreement; (2) In addition, it will comply with other applicable Federal laws and regulations prohibiting the use of Federal assistance for activities designed to influence Congress or a State legislature with respect to legislation or appropriations, except through proper, official channels; and (3) It will comply, and will assure the compliance of each subrecipient, lessee, third party contractor, or other participant at any tier of the Project with U.S. DOT regulations, "New Restrictions on Lobbying," 49 C.F.R. Part 20, modified as necessary by 31 U.S.C. § 1352. e. Employee Political Activity. To the extent applicable, the Recipient agrees to comply with the provisions of the Hatch Act, 5 U.S.C. §§ 1501 through 1508, and 7324 through 7326, and U. S. Office of Personnel Management regulations, "Political Activity of State or Local Officers or Employees," 5 C.F.R. Part 151. The Hatch Act limas the political activities of State and local agencies and their officers and employees, whose principal employment activities are financed in whole or part with Federal funds including a Federal grant, cooperative agreement, or loan. Nevertheless, in accordance with 49 U.S.C. § 5307(k)(2)(B) and 23 U.S.C. § 142(8), the Hatch Act does not apply to a nonsupervisory employee of a public transportation system (or of any other agency or entity performing related functions) receiving FTA assistance to whom the Hatch Act would not otherwise apply. f. False or Fraudulent Statements or Claims. The Recipient acknowledges and agrees that: (1) Civil Fraud. 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, apply to the Recipient's activities in connection with the Project. By executing the Grant Agreement or Cooperative Agreement for the Project, the Recipient certifies or affirms the truthfulness and accuracy of each statement it has made, it makes, or it may make in:eonnecton with the Project. In addition to other penalties that may apply, the Recipient also acknowledges. that if it makes a false, fictitious, or fraudulent claim, statement, submission, ce;tficati~ri, assurance, or representation to the Federal Government, the Federal Government deserves the right to impose on the Recipient the penalties of the Program Fraud Civil Remedies Act` of 1986, as amended, to the extent the Federal Government deems appropriate. FTA Master Agreement MA(15), 10-1-2008 - -.1`8 (2) Criminal Fraud. If the Recipient makes a false, fictitious, or fi-audulent claim, statement, submission, certification, assurance, or representation to the Federal Government or includes a false, fictitious, or fraudulent statement or representation in any agreement with the Federal. Government in connection with a Project authorized under 49 U.S.C. chapter 53 or any other Federal law, the Federal Government reserves the right to impose on the Recipient the penalties of 49 U.S.C. § 5323(1), 18 U.S.C. § 1001, or other applicable Federal law to the extent the Federal Government deems appropriate. g. Trafficking in Persons. ~To the extent applicable, the Recipient agrees to comply with, and assures the compliance of each subrecipientwith, the requirements of the subsection 106(8) of the Trafficking Victims Protection Act of 2000 (TVPA), as amended, 22 U.S.C. § 7104(8), and the provisions of this Subsection 3.g of this: Master Agreement consistent with U.S. OMB guidance, "Trafficking in Persons: Grants and Cooperative Agreements," 2 C.F.R. Part 175: (1) Defmitions. For purposes of this Subsection 3.g, the Recipient agrees that: (a) Employee means either: 1. An individual who is employed by the Recipient or a subrecipient, and who is participating in the Grant Agreement or Cooperative Agreement for the Project; or 2. Another person who is participating in the Grant Agreement or Cooperative Agreement for the Project and who is not compensated by the Recipient including, but not limited to, a volunteer or individual whose services are contributed by a third party as an in-kind contribution toward cost sharing or matching requirements of the Grant Agreement or Cooperative Agreement and this Master Agreement. (b) Forced labor means labor obtained by any of the following methods: the recruitment, harboring, transportation, provision, or obtaining of a person for labor or services, through the use of force, fraud, or coercion for the purpose of subjection to involuntary servitude, peonage, debt bondage, or slavery. (c) Private entity: 1. Means any entity other than a State, local government, Indian tribe, or foreign public entity, as those terms are defined in 2 C.F.R. § 175.25. 2. Includes afor-profit organization, and also a nonprofit organization, including any nonprofit institution of higher education, hospital, or tribal organization other than one included in the definition of Indian tribe at 2 C.F.R. § 175.25(b). (d) Severe forms of traffickingin persons has the meaning given at section 1-Q3ofthe TVPA, as amended, 22 U.S.C. § 7102. E, ~; ~',,;. ,. FTA Master Agreement MA(15), ZO-1-2008 19 (e) Commercial sex act has the meaning given at section 103 of the TVPA, as amended, 22 U.S.C. § 7102. (f) Coercion has the meaning given at section 103 of the TVPA, as amended, 22 U.S.C. § 7102. (2) Provisions Applicable to Each Recipient. The Recipient agrees: (a) To inform FTA immediately of any information it receives from any source alleging a violation of a prohibition iri Subsection 3.g(3)(a) of this Master Agreement below. (b) That FTA may unilaterally terminate its Federal assistance for the Grant Agreement or Cooperative Agreement for the Project as provided in Subsection 3.g(3)(b) or (4) of this Master Agreement. FTA's right to terminate unilaterally: 1. Implements subsection 106(g) of the Trafficking Victims Protection Act of 2000 (TVPA), as amended, 22 U.S.C. § 7104(g), and 2. Is in addition to all other remedies for noncompliance that are available to the Federal Government under this Master Agreement. (c) To include the requirements of Subsection 3.g(3)(a) of this Master Agreement in any subagreement it enters into with a private entity, as defined in Subsection 3.g(1)(c) of this Master Agreement. (3) Provisions Applicable to a Recipient that is a Private Entity. A Recipient that is a private entity as defined in Subsection 3.g(1)(c) of this Maste rAgreement agrees that: (a) It, its employees, its subrecipients and its subrecipients' employees that participate in the Grant Agreement or Cooperative Agreement for the Project, may not-- 1. Engage in severe forms of trafficking in persons during the period of time that the Grant Agreement or Cooperative Agreement for the Project is in effect; 2. Procure a commercial sex act during the period of time that the Grant Agreement or Cooperative Agreement for the Project is in effect; or 3. Use forced labor in the performance of the Grant Agreement or Cooperative Agreement or subagreements for the Project. ~' (b) FTA may unilaterally terminate the Grant Agreement or Cooperative Agreement for ;, the Project, without penalty to the Federal Government, if the Recipient or a subrecpient that is a private entity-- 1. Is determined to have violated a prohibition in Subsection-3,g(3)(a) of this Master ~,ti Agreement, or FTA Master Agreement MA(15), 10-1-2008 20 2. Has an employee who is determined by an FTA official authorized to terminate the Grant Agreement or Cooperative Agreement for the Project to have violated a prohibition in Subsection 3.g(3)(a) of this Master Agreement through conduct that is either-- a. Associated with his or her participation in the Grant Agreement or Cooperative Agreement for the Project; or b. Imputed to the Recipient or the subrecipient using the standards and due process for imputing the conduct of an individual to an organization that are provided in the U.S. OMB "Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement)," 2 C.F.R. Part 180, as implemented by U.S. DOT regulations, "Nonprocurement Suspension and Debarment," 2 C.F.R. Part 1200. (4) Provision Annlicable to a Recipient Other Than a Private Entit.,y. FTA may unilaterally terminate the Grant Agreement or Cooperative Agreement for the Project, without penalty to the Federal Government, if a subrecipient that is a private entity-- (a) Is determined to have violated an applicable prohibition in Subsection 3.g(3)(a) of this Master Agreement; or (b) Has an employee who is determined by an FTA official authorized to terminate the Grant Agreement or Cooperative Agreement for the Project to have violated an applicable prohibition in Subsection 3.g(3)(a) of this Master Agreement through conduct that is either-- 1. Associated with his or her participation in the Grant Agreement or Cooperative Agreement for the Project, or 2. Imputed to the subrecipient using the standards and due process for imputing the conduct of an individual to an organization that are provided in the U.S. OMB "Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement)," 2 C.F.R. Part 180, as implemented by U.S. DOT'regulations, "Nonprocurement Suspension and Debarment," 2 C.F.R. Part 1200. Section. 4. Federal Assistance. The Recipient agrees that FTA will provide Federal assistance for the Project equal to the smallest of the following amounts: (a) the maximum amount permitted by Federal law or regulations, (b) the "Maximum FTA Amount Awarded," as stated on the Grant Agreement or Cooperative Agreement for the Project, or (c) the amount calculated on the basis of the "Maximum Percentage(s) of FTA Participation," as may be modified by the Conditions of Award, Special Conditions, Special Requirements, or Special Provisions of the Grant Agreement or Cooperative Agreement for the Project. FTA's responsibility to make Federal assistance payments is limited to the amounts listed in the Approved Project Budget-for the Project. The "Estimated Total Eligible Cost" in the Grant Agreement or Cooperative Agreement for the ~;~ FTA Master Agreement MA(15), 10-i-2008 - 21 Project is the amount that forms the basis on which FTA determines the "Maximum FTA Amount Awarded." a. "Net Project Cost " For any Project required by Federal law or by FTA to be financed on the basis of its "Net Project Cost" as defined at 49 U.S.C. § 5302(a)(8), FTA intends to provide Federal assistance to the Recipient for that portion of the Project that cannot reasonably be financed from the Recipient's revenues, i. e., "Net Project Cost" of the Project. Therefore, the amount stated as the "Estimated Total Eligible Cost" on the Grant Agreement or Cooperative Agreement for the Project is the "Estimated Net Project Cost" and is the amount that forms the basis on which FTA will calculate the amount of Federal assistance that will be awarded for the Project. b. Other Basis for FTA Participation. For any Project not required by Federal law or FTA to be financed on the basis of its "Net Project Cost" as defined by 49 U.S.C. § 5302(a)(8), FTA intends to provide Federal assistance to the Recipient for all or part of the total Project cost that is eligible for Federal assistance. Therefore, the amount stated as the "Estimated Total Eligible Cost" on the Grant Agreement or Cooperative Agreement for the Project is the amount that forms the basis on which FTA will calculate the amount of Federal assistance that will be awarded for the Project. Section 5. Local Share. A Recipient that is required to provide a local share for the Project agrees as follows: a. Restrictions on the Source of the Local Share. The Recipient agrees to provide sufficient funds or approved in-kind resources, together with the~Federal assistance awarded, that will assure payment of the actual cost of each Project activity covered by the Grant Agreement or Cooperative Agreement for the Project. The Recipient agrees that no local share funds provided will be derived from receipts from the use of Project facilities or equipment, revenues of the public transportation system in which such facilities or equipment are used, or other Federal funds, except as permitted by Federal law or regulation, or if FTA determines otherwise in writing. b. Duty to Obtain the Local Share. The Recipient agrees to complete all proceedings necessary to provide the local share of the Project costs at or before the time the local share is needed for Project costs, except to the extent that FTA determines otherwise in writing. c. Prompt Payment of the Local Share. The Recipient agrees to provide the proportionate amount of the local share promptly as it incurs Project costs or Project costs become due, except to the extent that the FTA determines otherwise in writing. d. Reduction of the Local Share. The Recipient agrees that no refund or reduction`of`tle local share maybe made unless, at the same time, a refund of the proportional amount of the Federal assistance provided is made to the Federal Government, except to the extent that FTA determines otherwise in writing. ,~: FTA Master Agreement MA(15), 10-1-2008 -- 22 Section 6. Approved Project Budget. Except to the extent that FTA determines otherwise in writing, the Recipient agrees as follows: The Recipient will prepare a Proj ect budget which, upon approval by FTA, is designated the "Approved Project Budget." The Recipient will incur obligations and make disbursements of Project funds only as authorized by the latest Approved Project Budget, which will be incorporated by reference and made part of the underlying Grant Agreement or Cooperative Agreement for the Project. ~An amendment to the Approved Project Budget requires the issuance of a formal amendment to the underlying Grant Agreement or Cooperative Agreement, except that re-allocation of funds among budget items or fiscal years that does not increase the total amount of the Federal assistance awarded for the Project maybe made consistent with applicable Federal laws and regulations, in accordance with applicable Federal directives. Prior FTA approval is required for transfers of funds from non-construction to construction categories or vice versa or when, in non-construction grants, cumulative transfers of funds between total direct cost categories exceed ten (10) percent of the total budget. The Recipient agrees to obtain prior written approval for any budget revision that would result in the need for additional Federal assistance. An award of additional Federal assistance will require a new Approved. Project Budget. If the Recipient estimates that it will have unobligated funds remaining after the end of the performance period of the Project, the Recipient agrees to report this to FTA at the earliest possible time and ask for disposition instructions. Section 7. Accounting Records. In compliance with applicable Federal laws and regulations, in accordance with applicable Federal directives, and except to the extent that FTA determines otherwise in writing, the Recipient agrees as follows: a. Project Accounts. The Recipient agrees to establish and maintain for the Project either a separate set of accounts or separate accounts within the framework of an established accounting system that can be identified with the Project. The Recipient also agrees to maintain all checks, payrolls, invoices, contracts, vouchers, orders, or other accounting documents related in whole or in part to the Project so that they maybe clearly identified, readily accessible, and available to FTA upon request and, to the extent feasible, kept separate from documents not related to the Project. b. Funds Received or Made Available for the Project. The Recipient agrees to deposit in a financial institution all advance Project payments it receives from the Federal Government and to record in the Project Account all amounts provided by the Federal Government for the Project and all other funds provided for, accruing to, or otherwise received on account of the,Project- (Project funds) in compliance with Federal laws and regulations in accordance with applicable Federal directives, except to the extent that FTA determines otherwise in writing:. ETA encourages the use of financial institutions owned at least fifty (50) percent by:minority group members. : ~_ FTA Master Agreement MA(15), 10-1-2008 ~~ ~A,; P^,'i c. Documentation of Proiect Costs and Program Income. Except to the extent that FTA determines otherwise in writing, the Recipient agrees to support all costs charged to the Project, including any approved services or property contributed by the Recipient or others, with properly executed payrolls, time records, invoices, contracts, or vouchers describing in detail the nature and propriety of the charges, including. adequate records to support the costs the Recipient has incurred underlying any payment FTA has agreed to participate in based on a "payable" milestone. The Recipient also agrees to maintain accurate records of all program income derived from Project implementation, except certain income FTA determines to be exempt from Federal program income requirements. d. Checks, Orders, and Vouchers. The Recipient agrees that it will not draw checks, drafts, or orders for property or services to be charged against the Project Account until it has received and filed a properly signed voucher describing in proper detail the purpose for the expenditure. Section 8. Reporting, Record Retention, and Access. a. Types of RepOrtS. The Recipient agrees to submit to FTA all reports required by Federal laws and regulations, in accordance with Federal directives, the Grant Agreement or Cooperative Agreement for the Project, this Master Agreement, and any other reports FTA may specify, except to the extent that FTA determines otherwise in writing. b. Report Formats. The Recipient agrees that all reports and other documents or information intended for public availability developed in the course of the Project and required to be submitted to FTA must be prepared and submitted in electronic or typewritten hard copy formats, or both, as FTA may specify. Electronic submissions must comply with the Federal electronic accessibility provisions of Subsection 12.g(9) and Subsection 15.u of this Master Agreement. FTA also reserves the right to specify that records be submitted in other formats. c. Record Retention. During the course of the Project and for three years thereafter from the date of transmission of the final expenditure report, the Recipient agrees to maintain intact and readily accessible all data, documents, reports, records, subagreements, leases, third party contracts, and supporting materials related to the Project as the Federal Government may require. d. Access to Records of Recipients and Subrecipients. The Recipient agrees to permit, and require its subrecipients to permit, the U.S. Secretary of Transportation, the Comptroller General of the United States, and, to the extent appropriate, the State, or their authorized representatives, upon their request to inspect all Project work, materials, payrolls, and other data, and to audit the.. books, records, and accounts of the Recipient and its subrecipients pertaining to the Project, as required by 49 U.S.C. § 5325(g). r e. Project Closeout. The Recipient agrees that Project closeout does not alter the reporting and record retention requirements of this Section 8 of the Master Agreement. ''°a . ~° FTA Master Agreement MA(15), 10-1-2008 24 ~' Secfion 9. Payments. The Recipient agrees that it will not seek payment from FTA for Project costs until it has executed the Grant Agreement or Cooperative Agreement for the Project. a. Recipient's Reauest for Payment. In obtaining a payment from FTA for Project expenses, except to the extent that FTA determines otherwise in writing,-the Recipient agrees to: (1) Demonstrate or certify that it will provide adequate local funds that, when combined with Federal payments, will cover all costs to be incurred for the Project. Except to the extent that the Federal Government determines in writing that the Recipient may defer its local share for the Project, a Recipient required under the terms of Federal law, regulation, the Grant Agreement or Cooperative Agreement to provide a local share for the Project agrees that it will not: (a) Request or obtain Federal funds exceeding the amount justified by the local share it has provided, or (b) Take any action that would cause the proportion of Federal assistance made available to the Project at any time to exceed the percentage authorized by the Grant Agreement or Cooperative Agreement for the Project, (2) Submit to FTA all financial and progress reports required to date by the Grant Agreement or Cooperative Agreement for the Project and this Master Agreement, and (3) Identify the source(s) of Federal assistance provided for the Project from which the payment is to be derived. b. Payment by FTA. Except to the extent FTA determines otherwise in writing, the Recipient agrees that FTA will make all payments of Federal assistance through the Automated. Clearing House (ACH) method of payment regardless of the amount involved, but not before the Recipient has executed the Grant Agreement or Cooperative Agreement for the Project, in accordance with the following provisions: (1) Electronic Clearing House Operation Pa ents. If payment is made for Project costs through the FTA Electronic Clearinghouse Operation (ECHO) using an ECHO Control Number, the Recipient agrees to comply with: FTA's ECHO requirements that implement U.S. Department of Treasury (IJ.S. Treasury) Circular 1075, Part 205, "Withdrawal of Cash from the Treasury for Advances Under Federal. Grants and Other Programs"; Treasury Financial Manual, Vol. 1, Part 6, Chapter 2000; and the ECHO System Operations Manual, "Guidelines for Disbursements"; and with the provisions of this Subsection 9.b(1). The Recipient also agrees that if it fails to comply with the following provisions of this Subsection 9.b(1), the Federal ,:, Government may revoke the unexpended portion of Federal assistance awarded for the Project. (a) The Recipient agrees to withdraw cash only when actually needed for immediate disbursement required for Project purposes Except to the extent ermitted otherwise or e'i ~~~' ~; '<~ • p •:~ FTA Master Agreement MA(15), 10-1-2008 25 :; otherwise required by Federal law, regulation, or agreement with the Federal Government, the Recipient agrees to expend all Federal assistance obtained through the Project for Project purposes no later than three (3) days after receiving that Federal assistance. If the Recipient fails to expend that Federal assistance within three (3) days of receipt, fails to return withdrawn but unexpended Federal assistance to FTA within a reasonable period, or fails to establish procedures to minimize the time elapsing between cash advances and the disbursement, the Federal Government may revoke or temporarily suspend the Recipient's ECHO Control Number and the Recipient's access to the ECHO System. In addition, the Recipient agrees that if it fails to comply with these provisions, it maybe subjected to other remedies or penalties authorized by Federal law or regulation. (b) The Recipient agrees to report its cash disbursements and balances promptly in compliance with applicable Federal laws and regulations, in accordance with applicable Federal directives. (c) The Recipient agrees to provide for control and accountability for all Federal assistance for the Project consistent with Federal requirements and procedures for use of the ECHO system. (d) The Recipient agrees that it will not withdraw Federal assistance for a Project in an amount exceeding the sum obligated by the Federal Government or the current available balance for that Project. (e) The Recipient agrees to withdraw Federal assistance only for payment of eligible Project costs. ~, (fj The Recipient agrees that it will not withdraw Federal assistance until it is needed for disbursement for Project expenses. (g) The Recipient agrees to notify the appropriate Regional or Program Office when a single withdrawal will exceed $50,000,000 at least three days before the withdrawal is anticipated. (h) The Recipient agrees to remit interest to the Federal Government on any Federal assistance it has withdrawn prematurely, irrespective of whether that Federal assistance has been deposited in aninterest-bearing account. The Recipient agrees that the amount of interest due the Federal Government depends on whether the Recipient is a State or State instrumentality. 1. A Recipient that is a State or State instrumentality agrees to remit to the Federal Government interest as calculated in accordance with U.S. Treasury regulations, "Rules and Procedures for Efficient Federal-State Funds Transfers," 31 C.F.R. Part 205, which implements section 5(b) of the Cash Management Improvement Act of 1990, as amended, 31. LT:~.C. _ § 6503(b). . 2. A Recipient that is neither a State nor a State instrumentalitysag~ees to -remit to the Federal Government prejudgment common law interest, as authorized bye joint U.S. Treasury FTA Master Agreement MA(15), 10-1-2008 26 and U.S. Department of Justice (joint U.S. Treasury/U.S. DOJ) regulations, "Standards for the Administrative Collection of Claims," at 31 C.F.R. § 901.9(1). The amount of interest due may be determined by the Federal Government, and in its discretion maybe in an amount equal to the amount of interest the Recipient can document that it has earned on its premature drawdowns of Federal assistance funds, or in an amount as calculated in accordance with the "Treasury tax and loan account" rate prescribed by 31 U.S.C. § 3717 for debts owed to the United States, or in an amount as otherwise determined by FTA. (2) Requisition. If the requisition method of payment is used, the Recipient agrees as follows: (a) Recipient Responsibilities. The Recipient agrees to complete and submit: 1. "Payment Information Form -Echo-ACH Payment System, Revised 10/92," to FTA's Accounting Division. 2. Standard Form 270, "Request for Advance or Reimbursement," to the designated FTA office. (b) FTA Responsibilities. Upon receiving a request for payment and adequate supporting information, FTA will approve payment by direct deposit, .provided that the Recipient has complied with the requirements of the Grant Agreement or Cooperative Agreement for the Project and this Master Agreement, has satisfied FTA that the Federal assistance requested is needed for Project purposes in that requisition period, and is making adequate progress toward Project completion. After the Recipient has demonstrated satisfactory compliance with the preceding requirements, FTA may reimburse the Recipient's apparent allowable costs incurred (or to be incurred in the requisition period), as set forth in the Approved Project Budget for the Project, but not to exceed the maximum amount of Federal assistance that maybe paid through the Federal fiscal year of that requisition. c. Costs Reimbursed. The Recipient agrees that Project costs eligible for Federal participation must comply with all the following requirements. Except to the extent that FTA determines otherwise in writing, to be eligible for reimbursement by FTA, Project costs must be: (1) Consistent with the Project Description, the Approved Project Budget, and other provisions of the Grant Agreement or Cooperative Agreement for the Project and this Master Agreement, (2) Necessary in order to accomplish the Project, (3) Reasonable for the goods or services purchased, 4 Actual net costs to the Reci lent a e the nce aid minus an refunds rebates ~r other ~ u O p~ (~• •~ p ~ p Y ~ ~ . ,w items of value received by the Recipient that have the effect of reducing the cost actu~~l~ - ~ ~~~ incurred, excluding program income), ~~] FTA Master Agreement MA(15), 10-1-2008 27 (5) Incurred for work performed after the Effective Date of the Grant Agreement or Cooperative Agreement for the Project, except to the extent that the Federal Government determines otherwise in writing, (6) Satisfactorily documented, (7) Treated consistently in accordance with accounting principles and procedures approved by the Federal Government for the Recipient, and with accounting principles and procedures approved by the Recipient for its subrecipients, lessees, third parry contractors, and other participants in the Project, (8) Eligible for Federal participation under Federal law and regulations in accordance with applicable Federal directives, and (9) In compliance with U.S. DOT regulations pertaining to allowable costs at 49 C.F.R. § 18.22(b) or 49 C.F.R. § 19.27, which regulations specify the applicability of U.S. OMB circulars and Federal Acquisition Regulation (FAR) provisions as follows: (a) U.S. OMB Guidance for Grants and Agreements, "Cost Principles for State, Local, and Indian Tribal Governments (OMB Circular A-87)", 2 C.F.R. Part 225, applies to Project costs incurred by a Recipient that is a State, local, or Indian tribal government. (b) U.S. OMB Guidance for Grants and Agreements, "Cost Principles for Educational Institutions (OMB Circular A-21)," 2 C.F.R. Part 220, applies to Project costs incurred by a Recipient that is an institution of higher education. ,~ (c) U.S. OMB Guidance for Grants and Agreements "Cost Principles for Non-profit Organizations (OMB Circular A-122)," 2 C.F.R. Part 230, applies to Project costs incurred by a Recipient that is a private nonprofit organization. (d) FAR, at 48 C.F.R. Chapter 1, Subpart 31.2, "Contracts with Commercial Organizations" applies to Project costs incurred by a Recipient that is afor-profit organization. d. Bond Interest and Other Financing Costs. To the extent permitted by Federal laws or regulations, in accordance with applicable Federal directives, bond interest and other fmancing costs are allowable. The Recipient agrees that FTA's participation in Project interest costs will be limited to an amount that does not exceed the most favorable financing terms reasonably available for the Project at the time of borrowing, except to the extent FTA determines otherwise in writing. e. Excluded Costs. The Recipient understands and agrees that, except to the extent FTA ,~1 determines otherwise in writing, ineligible costs will be treated as follows: (1) In determining the amount of Federal assistance FTA will provide for. the-project, FTA will exclude: {. FTA Master Agreement MA(15), 10-1-2008 2$ (a) Any Project cost incurred by the Recipient before the Effective Date of the Grant Agreement, Cooperative Agreement or Amendment thereto, unless otherwise permitted by Federal law, regulation, or directive, accompanied by FTA's approval in writing.; (b) Any cost that is not included in the latest Approved Project Budget; (c) Any cost for Project property or services received in connection with a subagreement, lease, third party contract, or other arrangement that is required to be, but has not been, concurred in or approved in writing by FTA; (d) Any ordinary governmental or nonproject operating cost, consistent with the prohibitions of 49 U.S.C. § 5323(h}; and (e) Any cost ineligible for FTA participation as provided by applicable Federal laws or regulations in accordance with applicable Federal directives, except to the extent the Federal Government determines otherwise in writing. (2) The Recipient understands and agrees that payment to the Recipient for any Project cost does not constitute the Federal Government's fmal decision about whether that cost is eligible for payment under the Project and does not constitute a waiver of any violation by the Recipient of the terms of the Grant Agreement or Cooperative Agreement for the Project or this Master Agreement. The Recipient acknowledges that the Federal Government will not make a final determination about the eligibility of any cost until an audit of the Project has been completed. If the Federal Government determines that the Recipient is not entitled to receive any portion of the Federal assistance requested or paid, the Federal Government will notify the Recipient in writing, stating its reasons. The Recipient agrees that Project closeout will $ot alter the Recipient's responsibility to return any amounts due the Federal Government as a result of later refunds, corrections, or other similar transactions; nor will Project closeout alter the Federal Government's right to disallow costs and recover Federal assistance provided for the Project based on a later audit or other review. Unless prohibited by Federal law or regulation, the Federal Government may recover any Federal assistance as necessary to satisfy any outstanding monetary claims that the Federal Government may have against the Recipient. f. Federal Claims, Excess Payments Disallowed Costs Including Interest. (1) Recipient's Resonsibility to Pay. Upon notification to the Recipient that specific amounts are owed to the Federal Government, whether for excess payments of Federal assistance, disallowed costs, or funds recovered from third parties or elsewhere, the Recipient agrees to remit to the Federal Government promptly the amounts owed, including applicable I interest, penalties and administrative charges. (2) Amount of Interest. The Recipient agrees that whether the amount due the Federal:.:. "`"'' Government is treated as a Federal claim or is treated as a debt determines how interesti~ ~ calculated thereon and becomes due. Thus, Recipient agrees to remit interest to the, Eed~ral Government in accordance with the following: ~ "~~ FTA Master Agreement MA(15), 10-1-2008 29 (a) Federal Claims or Debts Within the Purview of the Debt Collection Act. For Federal claims against the Recipient or debts of the Recipient to the Federal Government (including excess payments or disallowed costs) within the purview of the Debt Collection Act of 1982, as amended, 31 U.S.C. §§ 3701 et seq., the Recipient agrees that the amount of interest owed to the Federal Government will be determined in accordance with the provisions of joint U.S. Treasury/U.S. DOJ regulations, "Standards for the Administrative Collection of Claims," at 31 C.F.R. § 901.9(a) through (g) or common law interest authorized by 31 C.F.R. § 901.9(1), whichever is applicable. (b) Excess Payments or Disallowed Costs. For excess payments or disallowed cost payments made by the Federal Government to the Recipient for which claims procedures have not been initiated under the Debt Collection Act of 1982, as amended, 31 U.S.C. §§ 3701 et seq. and implementing regulations, the Recipient agrees that common law interest owed to the Federal Government will be determined in accordance with joint U.S. Treasury/U.S. DOJ regulations, "Standards for the Administrative Collection of Claims," at 31 C.F.R. § 901.9(1), or otherwise as FTA may determine. g. De-obligation of Funds. The Recipient agrees that the Federal Government may de-obligate unexpended Federal funds before Project closeout. Section Z0. Project Completion, Audit, Settlement, and Closeout. a. Project Completion. Within ninety (90) calendar days following Project completion or termination by the Federal Government, the Recipient agrees to submit a final Financial Status Report (either electronically or on Standard Form 269A), a certification of project expenses, and third party audit reports, as applicable. b. Audit of Recipients. Except to the extent the Federal. Government determines otherwise in writing, the Recipient acknowledges and agrees as follows: (1) Audit Requirements. The Recipient agrees to have financial and compliance audits performed as required by the Single Audit Act Amendments of 1996, 31 U.S.C. §§ 7501 et seq. As provided by 49 C.F.R. § 19.26, these financial and compliance audits must comply with the provisions of OMB Circular A-133, Revised, "Audits of States, Local Governments, and Non- Profit Organizations," the latest OMB A-133 Compliance Supplement for U.S. DOT, and any further revision or supplement thereto. The Recipient also agrees to obtain any other audits required by the Federal Govemment. The Recipient agrees that these audits will be conducted in accordance with U.S. Government Accountability Office, (iT.S. GAO) "Government Auditing Standards." The Recipient agrees that Project closeout will not alter the Recipient's audit responsibilities. (2) Audit Costs. Audit costs for Project administration and management are allowable to the extent authorized by OMB Circular A-87, OMB Circular A-21, OMB Circular A-122, or the FAR at 48 C.F.R. Chapter I, Subpart 31.2, whichever is applicable. . . FTA Master Agreement MA(15), 10-1-2008 30 c. Funds Owed to the Federal Government. The Recipient agrees to remit to the Federal Government any excess payments made to the Recipient, any costs disallowed by the Federal Government, and any amounts recovered by the Recipient from third parties or from other sources, as well as any penalties and any interest required by Subsection 9.f(2) of this Master Agreement. d. Project Closeout. Project closeout occurs when FTA notifies the Recipient that FTA has closed the Project, and either forwards the final Federal assistance payment, or acknowledges that the Recipient has remitted the proper refund. The Recipient agrees that Project closeout by FTA does not invalidate any continuing requirements imposed by the Grant Agreement or Cooperative Agreement for the Froject, this Master Agreement, or any unmet requirements set forth in the Federal Government's final notification or acknowledgment. Section 11. Right of the Federal Government to Terminate. Upon written notice, the Recipient agrees that the Federal Government may suspend or terminate all or any part of the Federal assistance to be provided for the Project if the Recipient has violated the terms of the Grant Agreement or Cooperative Agreement for the Project including this Master Agreement, or if the Federal Government determines that the purposes of the laws authorizing the Project would not be adequately served by the continuation of Federal assistance for the Project. The Recipient understands and agrees that any failure to make reasonable progress on the Project or any violation of the Grant Agreement or Cooperative Agreement for the Project, or this Master Agreement that endangers substantial performance of the Project shall provide sufficient grounds for the Federal Government to terminate the Grant Agreement or Cooperative Agreement for the Project. In general, termination of Federal assistance for the Project will not invalidate obligations properly incurred by the Recipient before the termination date to the extent those obligations cannot be canceled. If, however, the Federal Government determnes that the Recipient has willfully misused Federal assistance by failing to make adequate progress, by failing to make reasonable and appropriate use of Project property, or by failing to comply with the terms of the Grant Agreement or Cooperative Agreement for the Project including this Master Agreement, the Federal Government reserves the right to require the Recipient to refund the entire amount of Federal assistance provided for the Project or any lesser amount as the Federal Government may determine. Expiration of any Project time period established for the Project does not, by itself, constitute an expiration or termination of the Grant Agreement or Cooperative Agreement for the Project. Section 12. Civil Rights. The Recipient agrees to comply with all. applicable civil rights laws and regulations, in accordance with applicable Federal directives, except to the extent that the Federal Government determines otherwise in writing. These include, but are not limited to, the following: w a. Nondiscrimination in Federal Public Transportation Programs. The Recipient agrees to ' ~~~~ comply, and assures the compliance of each subrecipient, lessee, third party contractor, or other `~ FTA Master Agreement MA(I S), 10-1-2008 31 participant at any tier of the Project, with the provisions of 49 U.S.C. § 5332, which prohibit discrimination on the basis of race, color, creed, national origin, sex, or age, and prohibits discrimination in employment or business opportunity. b. Nondiscrimination -Title VI of the Civil Rights Act. The Recipient agrees to comply, and assures the compliance of each subrecipient, lessee, third parry contractor, or other participant at any tier of the Project, with all provisions prohibiting discrimination on the basis of race, color, or national origin of Title VI of the Civil Rights Act of 1964, as amended, 42 U.S:C. §§ 2000d et seq., and with U.S. DOT regulations, "Nondiscrimination in Federally-Assisted Programs of the Department of Transportation - Effectuation of Title VI of the Civil Rights Act," 49 C.F.R. Part 21. Except to the extent FTA determines otherwise in writing, the Recipient agrees to follow all applicable provisions of FTA Circular 4702.1A, "Title VI and Title VI-Dependent Guidelines for Federal Transit Administration Recipients," May 13, 2007, and any other applicable Federal directives that maybe issued. c. Equal Employment Opportunity. The Recipient agrees to comply, and assures the compliance of each subrecipient, lessee, third parry contractor, or other participant at any tier of the Project, with all equal employment opportunity (EEO) provisions of 49 U.S.C. § 5332, with Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e, and implementing Federal regulations and any later amendments thereto. Except to the extent FTA determines otherwise in writing, the Recipient also agrees to follow all applicable Federal EEO directives that maybe issued. Accordingly: (1) General. The Recipient agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, sex, disability, age, or national origin. The Recipient agrees to take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, color, religion, sex, disability, age, or national origin. Such action shall include, but not be limited to, employment, upgrading, demotions or transfers, recruitment or recruitment advertising, layoffs or terminations; rates of pay or other forms of compensation; and selection for training, including apprenticeship. (2) Equal Employment Opportunity Requirements for Construction Activities. For activities determined by the U.S. Department of Labor (IJ.S. DOL) to qualify as "construction," the Recipient agrees to comply and assures the compliance of each subrecipient, lessee, third party contractor, or other participant, at any tier of the Project, with all applicable equal employment opportunity requirements of U.S. DOL regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. Parts 60 et seq., which implement Executive Order No. 11246, "Equal Employment Opportunity," as amended by Executive Order No. 11375, "Amending Executive Order No. 11246 Relating to Equal Employment Opportunity," 42 U.S.C. § 2000e note, and-also: with any Federal laws and regulations in accordance with applicable Federal directives ai~ecting construction undertaken as part of the Project. d. Disadvantaged Business Enterprise. To the extent authorized by Federal law, the Recipient agrees to facilitate participation by Disadvantaged Business Enterprises (DBF*s) in the Project FTA Master Agreement MA(15), 10-1-2008 32 and assures that each subrecipient, lessee, third party contractor, or other participant at any tier of the Project will facilitate participation by DBEs in the Project to the extent applicable. Therefore: (1) The Recipient agrees and assures that it shall comply with section 11O1(b) of SAFETEA-LU, 23 U.S.C. § 101 note, and U.S. DOT regulations, "Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs," 49 C.F.R. Part 26. (2) The Recipient agrees and assures that it shall not discriminate on the basis of race, color, sex, or national origin in the award and performance of any subagreement, lease, third party contract, or other arrangement supported with Federal assistance derived from U.S. DOT in the administration of its DBE program and shall comply with the requirements of 49 C.F.R. Part 26. The Recipient agrees to take all necessary and reasonable steps as set forth in 49 C.F.R. Part 26 to ensure nondiscrimination in the award and administration of all subagreements, leases, third party contracts, and other arrangements supported with Federal assistance derived from U.S. DOT. As required by 49 C.F.R. Part 26, the Recipient's DBE program approved by U.S. DOT, if any, is incorporated by reference and made part of the Grant Agreement or Cooperative Agreement for the Project. The Recipient agrees that implementation of its approved DBE program is a legal obligation, and that failure to carry out that DBE program shall be treated as a violation of the Grant Agreement or Cooperative Agreement for the Project and the Master Agreement. Upon notification by U.S. DOT to the Recipient of the Recipient's failure to implement-its. approved DBE program, U.S. DOT may impose sanctions as set forth in 49 C.F.R. Part 26 and. may, in appropriate cases, refer the matter to the appropriate Federal authorities for enforcement under 18 U.S.C. § 1001, or the Program Fraud .Civil Remedies Act, 31 U.S.C. §§ 3801 et seq., or both. e. Nondiscrimination on the Basis of Sex. The Recipient agrees to comply with all applicable requirements of Title IX of the Education Amendments of 1972, as amended, 20 U.S.C. §§ 1681 et seq., and with implementing Federal regulations that prohibit discrimination on the basis of sex that maybe applicable. f. Nondiscrimination on the Basis of Aae. The Recipient agrees to comply with all applicable requirements of: (1) The Age Discrimination Act of 1975, as amended, 42 U.S.C. §§ 6101 et seq., and with implementing U.S. Health and Human Services regulations, "Nondiscrimination on the Basis of Age in Programs or Activities Receiving Federal Financial Assistance," 45 C.F.R. Part 90, which prohibit discrimination against individuals on the basis of age. (2) The Age Discrimination in Employment Act (ADEA) 29 U.S.C. §§ 621 through 634 and with implementing U.S. Equal Employment Opportunity Commission (U.S. EEOC},,regulations, "Age Discrimination in Employment Act," 29 C.F.R. Part 1625. g. Access for Individuals with Disabilities. The Recipient agrees to comply~with 49 tJ:S.C. § 5301(d), which states the Federal policy that elderly individuals and individuals with FTA Master Agreement MA(15), 10-1-2008 33 ~. ~Plk disabilities have the same right as other individuals to use public transportation services and facilities, and that special efforts shall be made in planning and designing those services and facilities to implement transportation accessibility rights for elderly individuals and individuals with disabilities. The Recipient also agrees to comply with all applicable provisions of section 504 of the Rehabilitation Act of 1973, as amended,. with 29 U.S.C. § 794, which prohibits discrimination on the basis of disability; with 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; and with 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; and with other laws and amendments thereto pertaining to access for individuals with disabilities that maybe applicable. In addition, the Recipient agrees to comply with applicable implementing Federal regulations any later amendments thereto, and agrees to follow applicable Federal directives except to the extent FTA approves otherwise in writing. Among those regulations and directives are: (1) U.S. DOT regulations, "Transportation Services for Individuals with Disabilities (ADA)," 49 C.F.R. Part 37; (2) U.S. DOT regulations, "Nondiscrimination on the Basis of Handicap in Programs and Activities Receiving or Benefiting from Federal Financial Assistance," 49 C.F.R. Part 27; (3) Joint U.S. Architectural and Transportation Barriers Compliance Board (U.S. ATBCB)/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; 't (4) U.S. DOJ regulations, "Nondiscrimination on the Basis of Disability in State and Local Government Services," 28 C.F.R. Part 35; (5) U.S. DOJ regulations, "Nondiscrimination on the Basis of Disability by Public Accommodations and in Commercial Facilities," 28 C.F.R. Part 36; (6) U.S. General Services Administration (IJ.S. GSA) regulations, "Accommodations for the Physically Handicapped," 41 C.F.R. Subpart 101-19; (7) U.S. EEOC, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630; (8) U.S. Federal Communications Commission regulations, "Telecommunications Relay Services and Related Customer Premises Equipment for the Hearing and Speech Disabled," 47 C.F.R. Part 64, Subpart F; (9) U.S. ATBCB regulations, "Electronic and Information Technology Accessibility Standards," 36 C.F.R. Part 1194; (10) FTA regulations, "Transportation for Elderly and Handicapped Persons," 49 G.F.R. Part 609; and FTA Master Agreement MA(15), 10-1-2008 34 1 m'k e'~ n ~m, ~; .;~ a; ~h (11) Federal civil rights and nondiscrimination directives implementing the foregoing Federal laws and regulations, except to the extent the Federal Government determines otherwise in writing. h. Drus or Alcohol Abuse-Confidentiality and Other Civil Rights Protections. To the. extent applicable, the Recipient agrees to comply with the confidentiality and other civil rights protections of the Drug Abuse Office and Treatment Act of 1972, as amended, 21 U.S.C. § § 1101 et seq., with the Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, as amended, 42 U.S.C. §§ 4541 et seq., and with the Public Health Service-Act of 1912, as amended, 42 U.S.C. §§ 201 et seq., and any amendments thereto. i. Access to Services for Persons with Limited English Proficiency. To the extent applicable and except to the extent that FTA determines otherwise in writing, the Recipient agrees to facilitate compliance with the policies of Executive, Order No. 13166, "Improving Access to Services for Persons with Limited English Proficiency," 42 U.S.C. § 2000d-1 note, and with the provisions of U.S. DOT Notice, "DOT Policy Guidance Concerning Recipients' Responsibilities to Limited English Proficiency (LEP) Persons," 70 Fed. Reg. 74087, December 14, 2005. j. Environmental Justice. The Recipient agrees to facilitate compliance with the policies of Executive Order No. 12898, "Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations," 42 U.S.C. § 4321 note, except to the extent that the Federal Government determines otherwise in writing. k. Other Nondiscrimination Laws. The Recipient agrees to comply with all applicable provisions of other Federal laws and regulations, and follow applicable Federal directives pertaining to and prohibiting discrimination, except to the extent the Federal Government determines otherwise in writing. Section 13. Planning and Private Enterprise. a. General.. The Recipient agrees to implement the Project consistent with the plans developed in accordance with the following Federal planning and private enterprise provisions: (1) 49 U.S.C. §§ 5303, 5304, 5306, and 5323(a)(1); (2) Joint FHWA/FTA regulations, "Statewide Transportation Planning; Metropolitan Transportation Planning," 23 C.F.R. Part 450 and 49 C.F.R. Part 613 and-any later amendments thereto, and (3) FTA regulations, "Major Capital Investment Projects," 49 C.F.R. Part 611, to tlte`"~_ xtent that those regulations are consistent with the SAFETEA-LU amendments to the public transportation planning and private enterprise laws and, when promulgated,. any later ~~ amendments to those regulations. FTA Master Agreement MA(15), 10-1-2008 35 ~,'~ a;i ~4~k ~` wd:- b. Governmental and Private Nonprofit Providers of Nonemergency Transportation. In addition to providing opportunities to participate in planning as described in Subsection 13.a of this Master Agreement, to the extent feasible the Recipient agrees to comply with the provisions of 49 U.S.C. § 5323(k), which afford govemmental agencies and nonprofit organizations that receive Federal assistance for nonemergency transportation from Federal Government sources (other than U.S. DOT) an opportunity to be included in the design, coordination, and planning of transportation services. c. Infrastructure Investment. During the implementation of the Project, the Recipient agrees to take into consideration the recommendations of Executive Order No. 12803, "Infrastructure Privatization," 31 U.S.C. § 501 note, and Executive Order No. 12893, "Principles for Federal Infrastructure Investments," 31 U.S.C. § 501 note. Section 14. Preference for United States Products and Services. To the extent applicable, the Recipient agrees to comply with the following U.S. domestic preference requirements: a. Buy America. The Recipient agrees to comply with 49 U.S.C. § 5323(j) and FTA regulations, "Buy America Requirements," 49 C.F.R. Part 661, and any later amendments thereto. b. Cargo Preference-Use of United States-Flay Vessels. To the extent applicable, the Recipient agrees to comply with 46 U.S.C. § 55305 and U.S. Maritime Administratipn regulations, "Cargo Preference-U.S.-Flag Vessels," 46 C.F.R. Part 381. c. Fly America. The Recipient understands and agrees that the Federal Government will not participate in the costs of international air transportation of any individuals involved in or property acquired for the Project unless that air transportation is provided by U.S.-flag air carriers to the extent such service is available, in compliance with section 5 of the International Air Transportation Fair Competitive Practices Act of 1974, as amended, 49 U.S.C. § 40118, and U.S. GSA regulations, "Use of United States Flag Air Carriers," 41 C.F.R. §§ 301-10.131 through 301-10.143. Section 15. Procurement. To the extent applicable, the Recipient agrees to comply with the following third party procurement provisions: a. Federal Standards. The Reci ient a ees to com ly with applicable third part~'procurement ~~' p ~' p requirements of 49 U.S.C. chapter 53 and other procurement requirements of Federal laws in effect now or as amended to the extent applicable; with applicable T.S. DOT fi~ird~ party procurement regulations at 49 C.F.R. § 18.36 or 49 C.F.R §§ 19.40 through 19:48, arid, with ''a~ other applicable Federal regulations pertaining to third party procurements-and later amendments , -~ FTA Master Agreement MA(15), 10-1-2008 -36 thereto. The Recipient also agrees to follow the provisions of FTA Circular 4220.1F, "Third Party Contracting Guidance," November 1,.2008, and any later revision thereto,. except to the extent FTA determines otherwise in writing. The Recipient agrees that it may not use FTA assistance to support its third party procurements unless there is satisfactory. compliance with Federal laws and regulations. Although the FTA "Best Practices Procurement Manual" provides additional third party contracting information, .the Recipient understands and agrees that the FTA "Best Practices Procurement Manual" is focused on third party procurement processes and examples and may omit certain Federal requirements applicable to specific third party contracts. b. Full and Open Com etition. In accordance with 49 U.S.C. § 5325(a), the Recipient agrees to conduct all procurement transactions in a manner that provides full and open competition as determined by FTA. c. Exclusionary or Diseriminatorv~ecifications. Apart from inconsistent requirements imposed by Federal laws or regulations, the Recipient agrees to comply with the requirements of 49 U.S.C. § 5325{h) by not expending or otherwise using any Federal assistance awarded to it by FTA to support a procurement using exclusionary or discriminatory specifications. d. Geographic Restrictions. The Recipient agrees that it will non use any State or local geographic preference, except State or local geographic preferences expressly mandated or as permitted by FTA. For example, in procuring architectural engineering, or related services, the contractor's geographic location may be a selection criterion, provided that a sufficient number of qualified firms are eligible to compete. e. In-State Bus Dealer Restrictions. In accordance with 49 U.S.C. § 5325(1), the Recipient agrees that any State law requiring buses to be purchased through in-State 'dealers will not apply to acquisitions of vehicles financed with Federal assistance authorized under 49 U.S.C. chapter 53. f. Neutrality in Labor Relations. To the extent permitted by law, the Recipient agrees to follow Executive Order No. 13202, "Preservation of Open Competition and GovernmentNeutrality Towards Government Contractors' Labor Relations on Federal and Federally Funded Construction Projects," as amended by Executive Order No. 13208, 41 U.S.C. § 251 note, which among other things, provides that the Recipient may neither impose requirements for nor prohibit affiliations with a labor organization (such as project labor agreements) as a condition for award of any third party contract or subcontract for construction or construction management services, except to the extent that the Federal Government determines otherwise in writing. g. Federal Supply Schedules. State, local, or nonprofit Recipients may not use Federal Supply Schedules to acquire federally assisted property or services except to the extent permitted by U.S. GSA, U.S. DOT, FTA, or other Federal laws or regulations in accordance with applicable Federal directives or determinations. h. Force Account. The Recipient agrees that FTA may determine the extent to which Federal assistance may be used to participate in force account costs. ~ . FTA Master Agreement MA(15), 10-1-2008 i. FTA Technical Review. The Recipient agrees to permit FTA to review and approve the Recipient's technical specifications and requirements to the extent FTA believes necessary to ensure proper Project administration. j. Project Approval/Third Party Contract Approval. Except to the extent FTA determines otherwise in writing, the Recipient agrees that FTA's award of Federal assistance for the Project does not, by itself, constitute pre-approval of any non-competitive third party contract associated with-the Project. k. Preference for Recycled Products. To the extent applicable, the Recipient agrees to comply with U.S. Environmental Protection Agency (LJ.S. EPA), "Comprehensive Procurement Guideline for Products Containing Recovered Materials," 40 C.F.R. Part 247, which implements section 6002 of the Resource Conservation and Recovery Act, as amended, 42 U.S.C. § 6962. Accordingly, the Recipient agrees to provide a competitive preference for products and services that conserve natural resources, protect the environment, and are energy efficient, except to the extent that the Federal Government determines otherwise in writing. 1. Clean Air and Clean Water. The Recipient agrees to include in each subagreement, lease, third party contract, or other arrangement exceeding $100,000, adequate provisions to ensure that each Project participant will agree to: (1) Report the use of facilities placed on or likely to be placed on the U.S. EPA "List of Violating Facilities," (2) Refrain from using any violating facilities, (3) Report violations to FTA and the Regional U.S. EPA Office, and (4) Comply with the inspection and other applicable requirements of: (a) Section 306 of the Clean Air Act, as amended, 42 U.S.C. § 7414, and other applicable provisions of the Clean Air Act, as amended, 42 U.S.C.. §§ 7401 through 7671q; and (b) Section 508 of the Clean Water Act, as amended, 33 U.S.C. § 1368, and other applicable requirements of the Clean Water Act, as amended, 33 U.S.C. §§ 1251 through 1377. m. National Intelligent Transportation Systems Architecture and Standards. To the extent applicable, the Recipient agrees to conform to the National Intelligent Transportation Systems (ITS) Architecture and Standards as required by SAFETEA-LU § 5307(c), 23 U.S.C. § 512 note, and follow the provisions of FTA Notice, "FTA National ITS Architecture Policy on Transit ;~ Projects," 66 Fed. Reg. 1455 et seq.,. January 8, 2001, and any other implementing directives FTA may issue at a later date, except to the extent FTA determines othervv~se m venting. ~,~ n. Rollin S~ tock. In acquiring rolling stock, the Recipient agrees as follows: (1) Method of Acquisition. In compliance with 49 U.S.C. § 53250; the Recipient agrees FTA Master Agreement MA(15), 10-1-2008 38 that any third party contract award it makes for rolling stock will be based on initial capital costs, or on performance, standardization, life cycle costs, and other factors, or on a competitive procurement process. (2) Multi-mar O tions. In accordance with 49 U.S.C. § 5325(e)(1), a Recipient procuring rolling stock fmanced with Federal assistance under 49 U.S.C. chapter 53 may not enter into a multi-year contract to purchase additional rolling stock and replacement parts with options exceeding five (5) years after the date of the original contract. (3) Preaward and Post~Delivery Reuirements. The Recipient agrees to comply with the requirements of 49 U.S.C. § 5323(m) and FTA regulations, "Pre-Award and Post-Delivery Audits of Rolling Stock Purchases," 49 C.F.R. Part 663 and, when promulgated, any amendments to those regulations. (4) Bus Testing. To the extent applicable, the Recipient agrees to comply with the requirements of 49 U.S.C. § 5318(e) and FTA regulations, "Bus Testing," 49 C.F.R. Part 665, and any amendments to those regulations that may be promulgated. o. Bonding. Except to the extent that FTA determines otherwise in writing, the Recipient agrees to comply with the following bonding provisions, as applicable: (1) Construction Activities. The Recipient agrees to provide bid guarantee, contract performance, and payment bonds as provided by Federal regulations and to the extent determined adequate by FTA in writing, and follow any other construction bonding provisions in FTA directives, except to the extent that FTA determines otherwise in writing. (2) Activities Not Involving Construction. The Recipient agrees to follow FTA guidance on bonding restrictions for projects not involving construction, except to the extent that FTA determines otherwise in writing. p. Architectural En ' eering_or Related Services. In accordance with 49 U.S.C. § 5325(b), the Recipient agrees to comply with the following requirements pertaining to the procurement of architectural engineering or related services that will be financed with Federal assistance authorized under 49 U.S.C. chapter 53 or required~by Federal law to be administered in accordance with 49 U.S.C. chapter 53: (1) When procuring architectural engineering, or related services, the Recipient agrees that it and its subcontractflrs at any tier will: (a) Negotiate for architectural engineering or related services in the same manner as a contract for architectural engineering, or related services is negotiated under chapter 1 l of Title 40, United States Code, or ~'; (b) Comply with an equivalent State qualifications-based requirement for contracting for architectural engineering, or related services, provided,the State has adopted. by law such r' requirement before August 10, 2005. ~ '~.'* ~- FTA Master Agreement MA(15), 10-1-2008 39 (2) Upon awarding a contract for architectural engineering or related services, the Recipient agrees that it and its subcontractors at any tier will: (a) Perform and audit the third party contract or the third party subcontract in compliance with the cost principles of the FAR as set forth. in 48 C.F.R. Part. 31. (b) Accept the indirect cost rates established by a cognizant Federal or State government agency in accordance with the FAR for one-year applicable accounting periods, if those rates are not currently under dispute. (c) Apply the firm's indirect cost rates, without any limitation by administrative or de facto ceilings, for purposes of contract estimation, negotiation, administration, reporting, and contract payment, after the firm's indirect cost rates. are accepted as described in Subsection 15.p(2)(b) of this Master Agreement. (d) In compliance with 49 U.S.C. § 5325(b)(2)(D), the Recipient agrees and assures that it and the members of any group of entities sharing cost or rate data described in Subsection 15.p(2)(c) of this Master Agreement shall: 1. Notify any affected firm before requesting or using that data, 2. Maintain the confidentiality of that data, and assure that it is not accessible or provided to others, and 3. Not disclose that data under any circumstances if doing so'is prohibited by 49 U.S.C. § 5325(b} or other law. q. Design-Build Projects. In accordance with 49 U.S.C. § 5325(d)(2), the Recipient may use design-build procurements to implement its Projects after it has complied with all applicable requirements established by the Federal Government, whether through Federal laws or regulations in accordance with applicable Federal directives, except to the extent the Federal Government determines otherwise in writing. r. Award to Other than the Lowest Bidder. In accordance with 49 U.S.C. § 5325(c), a Recipient may award a third party contract to other than the lowest bidder, if the award furthers an objective (such as improved long-term operating efficiency and lower long-term costs} consistent with the purposes of 49 U.S.C. chapter 53, and in accordance with any implementing Federal regulations or directives that FTA may issue, except to the extent FTA determines otherwise in writing. s. Award to Responsible Contractors. In compliance with 49 U.S.C. § 5325(j) the Recipient agrees to award third party contracts only to those contractors possessing the ability to successfully perform under the terms of the proposed procurement. Before awarding a third - parry contract, the Recipient agrees to consider: FTA Master Agreement MA(15), 10-1-2008 40 (1) The third party contractor's integrity, (2) The third party contractor's compliance with public policy, (3) The third party contractor's past performance, including the performance reported in Contractor Performance Assessment Reports required by 49 U.S.C. § 5309(1)(2), if any, and (4) The third party contractor's fmancial and technical resources. t. Access to Third Party Contract Records. The Recipient agrees to require its third party contractors and third party subcontractors at each tier to provide to the U.S. Secretary of Transportation and the Comptroller General of the United States or their duly authorized representatives, access to all third party contract records as required by 49 U.S.C. § 5325(g). The Recipient further agrees to require its third party contractors and third party subcontractors, at each tier, to provide sufficient access to third party procurement records as needed for compliance with Federal laws and regulations or to assure proper Project management as determined by FTA. u. Electronic and Information Technology. When using Federal assistance to procure reports or information for distribution to FTA, among others, the Recipient agrees to include in its specifications a requirement that the reports or information will be prepared using electronic or information technology capable of assuring that the reports or information, when provided to FTA, will meet the applicable accessibility standards of section 508 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794d, and U.S. ATBCB regulations, "Electronic and Information Technology Accessibility Standards," 36 C.F.R. Part 1194. . Section 16. Leases. a. Capital Leases. To the extent applicable, the Recipient agrees to comply with FTA regulations, "Capital Leases," 49 C.F.R. Part 639, and any revision thereto. b. Leases Involving Certificates of Participation. The Recipient agrees to obtain FTA concurrence before entering into any leasing arrangement involving the issuance of certificates of participation in connection with the acquisition of any capital asset. Section 17. Patent Rights. ~, My a. General. If any invention, improvement, or discovery of the Recipient or of any subrecipent, lessee, any third party contractor, or other participant at any tier of the Project is conceived or ~, first actually reduced to practice in the course of or under the Project, and that invention, improvement, or discovery is patentable under the laws of the United States of America or any foreign country, the Recipient agrees to notify FTA immediately and provide a detailed report in ,' a format satisfactory to FTA. ~~' FTA Master Agreement MA(15), 10-1-2008 41 b. Federal Ri ts. The Recipient agrees that its rights and responsibilities, and those of each subrecipient, each lessee, each third party contractor, or any other participant at any tier of the Project, pertaining to that invention, improvement, or discovery will be determined in accordance with applicable Federal laws and regulations, including any waiver thereof. Absent a determination in writing to the contrary by the Federal Government, the Recipient agrees to transmit to FTA those rights due the Federal Government in any invention, improvement, or discovery resulting from that subagreement, third party contract, third parry subcontract, or arrangement, as specified in 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 (implementing 35 U.S.C. §§ 200 et seq.), irrespective of the status of the Recipient, subrecipient, lessee, third party contractor or other participant in the Project (i.e., a large business, small business, State government, State instrumentality, local government, Indian tribe, nonprofit organization, institution of higher education, individual, etc.). Section 18. Rights in Data and Copyrights. a. Definition. The term "subject data," as used in this Section 18 of this Master Agreement means recorded information, whether or not copyrighted, that is delivered or specified to be delivered under the Grant Agreement or Cooperative Agreement for the Project. Examples 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. "Subject data.," as used in this Section 18, does not include financial reports, cost analyses, or other similar information used for Project administration. b. General. The following restrictions apply to all subject data first produced in the performance of the Grant Agreement or Cooperative Agreement for the Project: (1) Except for its own internal use, the Recipient may not publish or reproduce subject data in whole or in part, or in any manner or form, nor may the Recipient authorize others to do so, without the prior written consent of the Federal Government, unless the Federal Government has previously released or approved the release of such data to the public. (2) The restrictions on publication of Subsection 18.b(1) of this Master Agreement, however, do not apply to a Grant Agreement or Cooperative Agreement with an institution of higher learning. c. Federal Rights in Data and Copyri ts. The Recipient agrees to provide to the Federal Government aroyalty-free, non-exclusive, and irrevocable license to reproduce, publish; or otherwise use, and to authorize others to use, for Federal Government purposes theaubject data described in this Subsection 18.c of this Master Agreement. As used herein, "for Federal Government purposes," means use only for the direct purposes of the Federal Government. Without the copyright owner's consent, the Federal Government may not provide or otherwise extend to other parties the Federal Government's license to: ~~ fir; 4, ~. FTA Master Agreement MA(15), 10-1-2008 42 (1) Any subject data developed under the Grant Agreement or Cooperative Agreement for the Project, or under a subagreement, lease, third party contract or other arrangement at any tier of the Project, supported with Federal assistance derived from the Grant Agreement or Cooperative Agreement for the Project, whether or not a copyright has been obtained; and (2) Any rights of copyright to which a Recipient, subrecipient, lessee, third party contractor, or other participant at any tier of the Project purchases ownership with Federal assistance. d. Special Federal Rights in Data for Research Development Demonstration and S ecial Studies Projects. In general, FTA's purpose in providing Federal assistance for a research, development, demonstration, or special studies Project is to increase transportation knowledge, rather than limit the benefits of the Project to Project participants. Therefore, except to the extent that FTA determines otherwise in writing, the Recipient of Federal assistance to support a research, development, demonstration, or a special studies Project agrees that, in addition to the rights in data and copyrights that it must provide to the Federal Government as set forth in Subsection 18.c of this Master Agreement, FTA may make available to any FTA recipient, subrecipient, third party contractor, third party subcontractor or other participant at any tier of the Project, either FTA's license in the copyright to the subject data or a copy of the subject data. If the Project is not completed for any reason whatsoever, all data developed under the Project shall become subject data as defined in Subsection 18.a of this Master Agreement and shall be delivered. as the Federal Government may direct. This Subsection 18.d, however, does not apply to adaptations of automatic data processing equipment or programs for the Recipient's use when the costs thereof are financed with Federal funds for capital Projects. e. Hold Harmless. Except as prohibited or otherwise limited by State law or except to the extent that FTA determines otherwise in writing, upon request by the Federal Government, the Recipient agrees to indemnify, save, and hold harmless the Federal Government and its officers, agents, and employees acting within the scope of their official duties against any liability, including costs-and expenses, resulting from any willful or intentional violation by the Recipient of proprietary rights, copyrights, or right of privacy, arising out of the publication, translation, reproduction, delivery, use, or disposition of any data fiarnished under the Project. The Recipient shall not be required to indemnify the Federal Government for any such liability caused by the wrongful acts of Federal employees or agents. f. Restrictions on Access to Patent Rights. Nothing in Section 18 of this Master Agreement pertaining to rights. in data shall either imply a license to the Federal Government. under any patent or be construed to affect the scope of any license or other right otherwise granted to the Federal Government under any patent. '~. ;Fr,,. g. Data Developed Without Federal Fundin or Support. In connection with the Project, the F Recipient may find it necessary to provide. data to FTA developed without any Federal funding ' or support by the Federal Government. The requirements of Subsections 18.b, 18.c,;and.l8.d of this Master Agreement do not apply to data developed without Federal funding~~or support by the ~'~~ ~' Federal Government, even though that data may have been used in connection-with the Project, ~` Nevertheless, the Recipient understands and agrees that the Federal.Governmeri~ will not be able ~° FTA Master Agreement MA(TS), 10-i-2008 43 to protect data from unauthorized disclosure unless that data is clearly marked "Proprietary" or "Confidential." h. Requirements to Release Data. To the extent required by U.S. DOT regulations, "Uniform Administrative Requirements for Grants and Agreements with Institutions of Higher Education, Hospitals, and Other Non-Profit Organizations," at 49 C.F.R. § 19.36(d), or other Federal laws or regulations, the Recipient understands and agrees that the data and information it submits to the Federal Government maybe required to be released in accordance with the Freedom of Information Act (or another Federal law or regulation providing access to such records). Section 19. Use of Real Property, Equipment, and Supplies. The Recipient understands and agrees that the Federal Government retains a Federal interest in any real property, equipment, and supplies financed with Federal assistance (Project property) until, and to the extent, that the Federal Government relinquishes its Federal interest in that Project property. With respect to any Project property financed with Federal assistance under the Grant Agreement or Cooperative Agreement, the Recipient agrees to comply with the following provisions of this Master Agreement, except to the extent FTA determines otherwise in writing: a. Use of Project Property. The Recipient agrees to maintain continuing control of the use of Project property to the extent satisfactory to FTA. The Recipient agrees to use Project property for appropriate Project purposes (which may include joint development purposes that generate program income, both during and after the Project's award period and used to support public transportation activities) for the duration of the useful life of that property, .as required by FTA. Should the Recipient unreasonably delay or fail to use Project property during the useful life of that property, the Recipient agrees that it maybe required to return the entire amount of the Federal assistance expended on that property. The Recipient further agrees to notify FTA immediately when any Project property is withdrawn from Project use or when any Project property is used in a manner substantially different from the representations the Recipient has made in its Application or in the Project Description for the Grant Agreement or Cooperative Agreement for the Project. b. General. A Recipient that is a State, local, or Indian tribal government agrees to comply with the property management standards of 49 C.F.R. §§ 18.31 through 18.34, including any amendments thereto, and with other applicable Federal regulations in accordance with applicable Federal directives.. A Recipient that is an institution of higher education or private nonprofit entity, agrees to comply with the property management standards of 49 C.F.R. §§ 19.30 through 19.37, including any amendments thereto, and with other applicable Federal regulations in accordance with applicable Federal directives. Any exception to the requirements of 49 C.F.R. §§ 18.31 through 18.34, or the requirements of 49 C.F.R. §§ 19.30 through 19.37, requires the express approval of the Federal Government in writing. A Recipient that is afor-profit entity.. agrees to comply with property management standards satisfactory to FTA. The Recipient also agrees to comply with FTA's reimbursement requirements for premature dispositions of certain Project equipment, as set forth in Subsection 19.g of this Master Agreement FTA Master Agreement MA(15), 10-1-2008 ,f g ..~, ~~ 44 c. Maintenance. The Recipient agrees to maintain Project property in good operating order, in compliance with any applicable Federal laws and regulations in accordance with applicable Federal directives, except to the extent that FTA determines otherwise in writing. d. Records. The Recipient agrees to keep satisfactory records pertaining to the use of the Project property, and submit to FTA upon request such information as may be required to assure compliance with this Section 19 of this Master Agreement. e. Incidental Use. The Recipient agrees that: (1) General. Any incidental use of Project property will not exceed that permitted under applicable Federal laws or regulations in accordance with applicable Federal directives. (2) Alternative Fueling Facilities. In accordance with 49 U.S.C. § 5323(p), any incidental use of its federally financed alternative fueling facilities and equipment by nontransit public entities and private entities will be permitted, only if: (a) The incidental use does not interfere with the Recipient's Project or public transportation operations; (b) The Recipient fully recaptures all costs related to the incidental use from the nontransit public entity or private entity; (c) The Recipient uses revenues received from the incidental use in excess of costs for planning, capital, and operating expenses that are incurred in providing pul?lic transportation; and (d) Private entities pay all applicable excise taxes on fuel. f. Encumbrance of Project Pronertv. Unless FTA approves otherwise in writing, the Recipient agrees to maintain satisfactory continuing control of Project property as follows: (1} Written Transactions. Absent the express consent of the Federal Government, the Recipient agrees that it will not execute any transfer of title, lease, lien, pledge, mortgage, encumbrance, third party contract, subagreement, grant anticipation note, alienation, innovative finance arrangement (such as a cross border lease, leveraged lease, or otherwise), or any other obligation pertaining to Project property, that in any way would affect the continuing Federal interest in that Project property. (2) Oral Transactions. Absent the express consent of the Federal Government, the Recipient 1, agrees that it will not obligate itself to any third party with respect to Project property in any manner that would adversely affect the continuing Federal interest in any Project property. k:~ (3) Other Actions. The Recipient agrees that it will not take any action that would either ~"` adversely affect the Federal interest or adversely impair the Recipient's continuing control of the ~~° use of Project property. ~,°~ ~~~ FTA Master Agreement MA(15), 10-1-2008 45 g. Transfer of Proiect Property. The Recipient understands and agrees as follows: (1) Recipient Request. The Recipient may transfer any Project property financed with Federal assistance authorized under 49 U.S.C. chapter 53 to a local governmental authority to be used for any public purpose with no further obligation to the Federal Government, provided the transfer is approved by the Federal Transit Administrator and conforms with the requirements of 49 U.S.C. §§ 5334(h)(1) through 5334(h)(3). (2) Federal Government Direction. The Recipient agrees that the Federal Government may direct the disposition of, and even require the Recipient to, transfer title to any Project property financed with Federal assistance awarded under the Grant Agreement or Cooperative Agreement. (3) Leasin~Project Property to Another Party. Unless FTA has determined or determines otherwise in writing, if the Recipient leases any Project property to another party, the Recipient agrees to retain ownership of the leased Project property, and assures that the lessee will use the Project property appropriately, either through a written lease between the Recipient and lessee, or another similar document. Upon request by FTA, the Recipient agrees to provide a copy of any relevant documents. h. Disposition of Project Property. With prior FTA approval, the Recipient may sell, transfer, or lease Project property and use the proceeds to reduce the gross project cost of other eligible capital public transportation projects to the extent pemutted by 49 U.S.C. § 5334(h)(4). The Recipient also agrees that FTA may establish the useful life of Project property, and that it will use Project property continuously and appropriately throughout the useful life of that property. (1) Project Property Whose Useful Life Has Expired. When the usefiil life of Project property has expired, the Recipient agrees to comply with FTA's disposition requirements. (2) Project Property Prematurely Withdrawn from Use. For Project property withdrawn from appropriate use before its useful life has expired, the Recipient agrees as follows: (a) Notification Requirement. The Recipient agrees to notify FTA immediately when any Project property is prematurely withdrawn from appropriate use, whether by planned withdrawal, misuse, or casualty loss. (b) Calculating the Fair Market Value of Prematurely Withdrawn Proiect Property. The Recipient agrees that the Federal Government retains a Federal interest in the fair market value of Project property prematurely withdrawn from appropriate use. The amount of the Federal interest in the Project property shall be determined on the basis of the ratio of the Federal assistance made available for the property to the actual cost of the property. The Recipient. agrees that the fair market value of Project property prematurely withdrawn from Project use will be calculated as follows: ~~ ~F 1. Equipment and Supplies. Unless otherwise determined in;v~riting by :FTA; the. Recipient agrees that the fair market value of Project equipment and supplies `shall, be calculated by straight-line depreciation, based on the useful life of the equipment or su~piies as' established FTA Master Agreement MA(15), 10-1-2008 _ 46 or approved by FTA. The fair market value of Project equipment and supplies shall be the value immediately before the occurrence prompting the withdrawal of the equipment or supplies from appropriate use. In the case of Project equipment or supplies lost or damaged by fire, casualty, or natural disaster, the fair market value shall be calculated on the basis of the condition of the equipment or supplies immediately before the fire, casualty, or natural disaster, irrespective of the extent of insurance coverage. As authorized by 49 C.F.R. § 18.32(b), a State may use its own disposition procedures, provided that those procedures comply with the laws of that State. 2. Real Property. The Recipient agrees that the fair market value of real property financed under the Project shall be determined by FTA either on the basis of competent appraisal based on an appropriate date approved by FTA, as provided by 49 C.F.R. Part 24, by straight line depreciation of improvements to real property coupled with the value of the land as determined by FTA on the basis of appraisal, or by other Federal law or regulations that maybe applicable. 3. Exceptional Circumstances. The Recipient agrees that the Federal Government may require the use of another method to determine the fair market value of withdrawn Project property. In unusual circumstances, the Recipient may request another reasonable method including, but not limited to, accelerated depreciation, comparable sales, or established market values. In determining whether to approve such a request, the Federal Government may consider any action taken, omission made, or unfortunate occurrence suffered by the Recipient pertaining to the preservation of Project property no longer used for appropriate purposes. (c) Financial Obligations to the Federal Government. Unless otherwise approved in writing by the Federal Government, the Recipient agrees to remit to the. Federal Government the Federal interest in the fair market value of any Project property prematurely withdrawn from appropriate use. In the case of fire, casualty, or natural disaster, the Recipient may fulfill its obligations to remit the Federal interest by either: 1. Investing an amount equal to the remaining Federal interest in like-kind property that is eligible for assistance within the scope of the Project that provided Federal assistance for the property that has been prematurely withdrawn from use; or 2. Returning to the Federal Govemment an amount equal to the remaining Federal interest in the withdrawn Project property. i. Insurance Proceeds. If the Recipient receives insurance proceeds as a result of damage or destruction to the Project property, the Recipient agrees to: (1) Apply those insurance proceeds to the cost of replacing the damaged or destroyed Project property taken out of service, or (2) Return to the Federal Government an amount equal to the remaining Federal interest in the damaged or destroyed Project property. j. Transportation -Hazardous Materials. The Recipient agrees to comply with-applicable requirements of U.S. Pipeline and Hazardous Materials Safety Administration. regulations, FTA Master Agreement MA(15), 10-1-2008 ,~. r~~~, ~~ 47 "Shippers -General Requirements for Shipments and Packagings," 49 C.F.R. Part 173, in connection with the transportation of any hazardous materials. k. Misused or Dania eg d Project Property. If any damage to Project property results from abuse or misuse occurring with the Recipient's knowledge and consent, the Recipient agrees to restore the Project property to its original condition or refund the value of the Federal interest in that property, as the Federal Government may require. 1. Responsibilities After Project Closeout. The Recipient agrees that Project closeout will not change the Recipient's Project property management responsibilities as stated in Section 19 of this Master Agreement, and as maybe set forth in Federal laws, regulations, and directives effective at a later date, except to the extent the Federal Government determines otherwise in writing. Section 20. Insurance. In addition to other insurance requirements that may apply, the Recipient agrees as follows: a. Minimum Requirements. At a minimum, the Recipient agrees to comply with the insurance requirements normally imposed on the Recipient by its State and local laws, regulations, and ordinances, except to the extent that the Federal Government determines otherwise in writing. b. Flood Hazards. To the extent applicable, the Recipient agrees to comply with the flood insurance purchase provisions of section 102(a) of the Flood Disaster Protection Act of 1973, 42 U.S.C. § 4012a(a), with respect to any Project activity involving construction or an acquisition having an insurable cost of $10,000 or more. Section 21. Relocation. When relocation of individuals or businesses is required, the Recipient agrees as follows: a. Relocation Protections. The Recipient agrees to comply with 49 U.S.C. § 5324(a), which requires compliance with the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended, 42 U.S.C. §§ 4601 et seq., and with U.S. DOT regulations, "Uniform Relocation Assistance and Real Property Acquisition for Federal and Federally Assisted Programs," 49 C.F.R. Part 24, which provide for fair and equitable treatment of persons 1 displaced and persons whose property is acquired as a result of Federal and federally assisted programs. These requirements apply to relocation in connection with all interests in real property acquired for the Project regardless of Federal participation in the costs of that real property. ~„ b. Nondiscrimination in Housing. In carrying out its responsibilities to providehousingthat "` ma be r uired to com 1 with Federal relocation re uirements for individuals, the Reci Tent Y ~1 P Y q p d ;~ agrees to comply with Title VIII of the Civil Rights Act of 1968, as' amended, 42 U:S.C. §§ 3b01 FTA Master Agreement MA(15), 10-i-2008 48 et seq., in accordance with Executive Order No. 12892, "Leadership and Coordination of Fair Housing in Federal Programs: Affirmatively Furthering Fair Housing," 42 U.S.C. § 3608 note. c. Prohibition Against Use of Lead-Based Paint. In undertaking construction or rehabilitation of residential structures on behalf of individuals affected by real property acquisition in connection with the Project, the Recipient agrees that it will not use lead based paint, consistent with the prohibitions of section 401(b) of the Lead-Based Paint Poisoning Prevention Act, 42 U.S.C. § 4831(b), and the provisions of U.S. Housing and Urban Development regulations, "Lead-based Paint Poisoning in Certain Residential Structures," 42 C.F.R. Part 35.1. Section 22. Real Property. For real property acquired with Federal assistance, the Recipient agrees as follows: a. _Land Acquisition. The Recipient agrees to comply with 49 U.S.C. § 5324(a), which requires compliance with the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended, 42 U.S.C. §§ 4601 et seq., and with U.S. DOT regulations, "Uniform Relocation Assistance and Real Property Acquisition for Federal and Federally Assisted Programs," 49 C.F.R. Part 24. These requirements apply to all interests in real property acquired for Project purposes regardless of Federal participation in the cost of that real property. b. Covenant Assuring.Nondiscrimination. The Recipient agrees to include a covenant in the title of the real property acquired for the Project to assure nondiscrimination during the useful life of the Project. c. Recording Title to Real Property. To the extent required by FTA, the Recipient agrees to record the Federal interest in title to real property used in connection with the Project. d. FTA Approval of Changes in Real Property Ownership. The Recipient agrees that it will not dispose of, modify the use of, or change the terms of the real property title or any other interest in the site and facilities used in the Project without permission and. instructions from FTA. Section 23. Construction. Except to the extent the Federal Government determines otherwise in writing, the Recipient agrees as follows: a. Drafting Review and Approval of Construction Plans and Specifications. The Recipient agrees to comply with FTA requests pertaining to the drafting, review, and approval of construction plans and specifications. ,,-~ gip.: b. Supervision of Construction. The Recipient agrees to provide and maintain competent and adequate engineering supervision at the construction site to ensure that the completed work conforms to the .approved plans and specifications. FTA Master Agreement MA(15), 10-1-2008 49 f F ~~ ,' '*",'~ c. Construction Reports. The Recipient agrees to provide progress reports and other information and data as maybe required by FTA or by the State in which the construction takes place. d. Project Management for Major Capital Projects. To the extent. applicable,. the Recipient agrees to comply with FTA regulations, "Project Management Oversight," 49 C.F.R. Part 633, and any amendments thereto, and to follow FTA Circular 5800.1, "Safety and Security Management Guidance for Major Capital Projects," August 1, 2007, any later revisions. thereto. e. Seismic Safety. The Recipient agrees to comply with the Earthquake Hazards Reduction Act of 1977, as amended, 42 U.S.C. § § 7701 et seq., in accordance with Executive Order No. 12699, "Seismic Safety of Federal and Federally-Assisted or Regulated New Building Construction," 42 U.S.C. § 7704 note, and comply with U.S. DOT regulations, "Seismic Safety," 49 C.F.R. Part 41 (specifically, 49 C.F.R. § 41.117). Section 24. Employee Protections. a. Construction Activities. The Recipient agrees to comply, and assures the compliance of each subrecipient, lessee, third party contractor, and other participant at any tier of the Project, with the following laws and regulations providing protections for construction employees: (1) Davis-Bacon Act, as amended, 40 U.S.C. §§ 3141 et seq., pursuant to FTA enabling legislation requiring compliance with the Davis-Bacon Act at 49 U.S.C. § 5333(a), and implementing U.S. DOL regulations, "Labor Standards Provisions Applicable to Contracts Governing 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) Contract Work Hours and Safety Standards Act, as amended, 40 U.S.C. §§ 3701 et seq., specifically, the wage and hour requirements of section 102 of that Act at 40 U.S.C. § 3702, and implementing U.S. DOL regulations, "Labor Standards Provisions Applicable to Contracts Governing 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; and the safety requirements of section 107 of that Act at 40 U.S.C. § 3704, and implementing U.S. DOL regulations, "Safety and Health Regulations for Construction," 29 C.F.R. Part 1926; and (3} Copeland "Anti-Kickback" Act, as amended. 18 U.S.C. § 874, and implementing ~;, 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.;P.art3.. , - 'y~ 1:u b. Activities Not Involving Construction. The Recipient agrees to comply, anc~ ~s fires the ~' ~_, compliance of each subrecipient, lessee, third party contractor, and other partici~artt at any,tier of ; ~_ ~' the Project, with the employee protection requirements for nonconstruction em}~oyees of the - ~~' FTA Master Agreement MA(15), 10-1-2008 - - 50 Contract Work Hours and Safety Standards Act, as amended, 40 U.S.C. §§ 3701 et seq., in particular with the wage and hour requirements of section 102 of that Act at 40 U.S.C. § 3702, and with implementing U. S. DOL regulations, "Labor Standards Provisions Applicable to Contracts Governing 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. c. Activities Involving Commerce. The Recipient agrees that the Fair Labor Standards Act, 29 U.S.C. §§ 201 et seq., applies to employees performing Project work involving commerce. d. Public Transuortation Employee Protective Arran ements. If the Grant Agreement or Cooperative Agreement for the Project indicates that public transportation employee protective arrangements required by U.S. DOL apply to public transportation operations performed in connection with the Project, the Recipient agrees to comply with the applicable requirements for its Project as follows: (1) Standard Public Transportation Employee Protective Arran ements. To the extent that the Project involves public transportation operations and to the extent required by Federal law, the Recipient agrees to implement the Project in accordance with the terms and conditions that the U.S. Secretary of Labor has determined to be fair and equitable to protect the interests of any employees affected by the Project and that comply with the requirements of 49 U.S.C. § 5333(b), in accordance with U.S. DOL guidelines, "Section 5333(b), Federal Transit Law," 29 C.F.R Part 215, and any amendments thereto These terms and conditions are identified in U.S. DOL's certification of public transportation employee protective arrangements to FTA, the date of which appears in the Grant Agreement or Cooperative Agreement for the Project. The Recipient agrees to implement the Project in accordance with the conditions stated in that U.S. DOL certification. That certification and any documents cited therein are incorporated by reference and made part of the Grant Agreement or Cooperative Agreement for. the Project. The requirements of this Subsection 24.d(1) of this Master Agreement do not apply to Projects for elderly individuals or individuals with disabilities authorized by 49 U.S.C.. § 5310(a)(2) or subsection 3012(b) of SAFETEA-LU, Projects for nonurbanized areas authorized by 49 U.S.C. § 5311; or Projects for the over-the-road bus accessibility program authorized by section 3038 of TEA-21, as amended by section 3039 of SAFETEA-LU, 49 U.S.C. § 5310 note. Separate requirements for those Projects are set forth in Subsections 24.d(2), (3), and (4), respectively, of this Master Agreement. [Amendments to U.S. DOL guidelines, "Section 5333(b), Federal Transit Law," 29 C.F.R. Part 215, were published at 73 Fed. Reg. 47046 et seq., August 13, 2008.] (2) Public Transnortation Emnlovee Protective Arrangements for Elderly Individuals and Individuals with Disabilities for the Elderly Individuals and Individuals with Disabilities Formula Program and Pilot Progxam. To the extent that the U.S. Secretary of Transportation. has ~~~ determined or determines in the future that employee protective arrangements required by '' 49 U.S.C. § 5333(b) are necessary or appropriate for a governmental authority subrecipient ~'~ participating. a Project authorized by 49 U.S.C. § 5310(b)(2) or subsection 3012(b)-of ~~4' SAFETEA-LU, 49 U.5.C. § 5310 note, the Recipient agrees to carry out trie Project in ' ='~ compliance with the terms and conditions determined b the U.S. Secre ~r y tare of Labor necessary ; FTA Master Agreement MA(TS), 10-1-2008 51 to comply with the requirements of 49 U.S.C. § 5333(b), in accordance with U.S. DOL guidelines, "Section 5333(b), Federal Transit Law," at 29 C.F.R. Part 215, and any amendments thereto. These terms and conditions, if any, are identified in the U.S. DOL's certification of public transportation employee protective arrangements to FTA, the date of which appears in the Grant Agreement. The Recipient agrees to implement the Project in compliance with the conditions stated in that U.S. DOL certification, to the extent that certification is required. Any U.S. DOL certification that maybe provided and any documents cited therein are incorporated by reference and made part of the Grant Agreement. ~1Vew amendments to U.S. DOL guidelines, "Section 5333(b), Federal Transit Law," 29 C.F.R. Part 215, were published at 73 Fed. Reg. 47046 et seq., August 13, 2U08.] (3) Public Transportation Employee Protective Arrangements for Projects in Nonurbanized Areas Authorized by 49 U.S.C. & 5311. The Recipient agrees to comply with the terms and conditions of the Special Warranty for the Nonurbanized Area Program that is most current as of the date of execution of the Grant Agreement or Cooperative Agreement for the Project, and any alternative comparable arrangements specified by U.S. DOL for application to the Recipient's project, in accordance with U.S. DOL guidelines, "Section 5333(b), Federal Transit Law," 29 C.F.R. Part 215, and any revisions thereto. [New amendments to U.S. DOL guidelines, "Section 5333(b), Federal Transit Law," 29 C.F.R. Part 215, were published at 73 Fed. Reg. 47046 et seq., August 13, 2008.] (4) Employee Protective Arrangements for Projects Financed by the Over-the-Road Bus Accessibility Program. The Recipient agrees to comply with the terms and conditions of the Special Warranty for the Over-the-Road Bus Accessibility Program that is most current as of the date of execution of the Grant Agreement or Cooperative Agreement for the Project, and any alternative comparable arrangements specified by U.S. DOL for application to the Recipient's project, in accordance with U.S. DOL guidelines, "Section 5333(b), Federal Transit Law," 29 C.F.R. Part 215, and any revisions thereto. [New amendments to U.S. DOL guidelines, "Section 5333(b), Federal Transit Law," 29 C.F.R. Part 215, were published at 73 Fed. Reg. 47046 et seq., August 13, 2008.] Section 25. Environmental Protections. The Recipient recognizes that many Federal and State laws imposing environmental and resource conservation requirements may apply to the Project. Some, but not all, of the major Federal laws that may affect the Project include: the National Environmental Policy Act of 1969, as amended, 42 U.S.C. §§ 4321 through 4335; the Clean Air Act, as amended, 42 U.S.C. §§ 7401 through 7671q and scattered sections of Title 29, United States Code; the Clean Water Act, as amended, 33 U.S.C. §§ 1251 through 1377; the Resource Conservation and Recovery Act, as amended, 42 U.S.C. §§ 6901 through 6992k; the Comprehensive Environmental Response, Compensation, and Liability Act, as amended, 42 U.S.C. § § 9601 through 9675, as well as environmental- provisions within Title 23, United States Code, and 49 U.S.C. chapter 53. The Recipient also recognizes that U.S. EPA, FHWA and other Federal agencies have issued; and are expected to issue, Federal regulations and directives that may affect the Project. Thus; he Recipient agrees to comply, and assures the compliance of each subrecipient and each third party contractor, with, , , FTA Master Agreement MA(15), 10-1-2008 52 any applicable Federal laws and regulations in accordance with applicable Federal directives in effect now or that become effective in the. future, exceptto the extent the Federal Government determines otherwise in writing. Listed below are environmental. provisions of particular concern to FTA and the Recipient. The Recipient understands and agrees that those laws and regulations and associated Federal directives may not constitute the Recipient's entire obligation to meet all Federal environmental and resource conservation requirements. a. National Environmental Policy. Federal assistance is contingent upon the Recipient's facilitating FTA's compliance with all applicable requirements and implementing regulations of the National Environmental Policy Act of 1969, as amended, (NEPA) 42 U.S.C. §§ 4321 through 4335 (as restricted by 42 U.S.C. § 5159, if applicable); Executive Order No. 11514, as amended, "Protection and Enhancement of Environmental Quality," 42 U.S.C. § 4321 note; FTA statutory requirements at 49 U.S.C. § 5324(b); U.S. Council on Environmental Quality regulations pertaining to compliance with NEPA, 40 C.F.R. Parts 1500 through 1508; and joint FHWAIFTA regulations, "Environmental Impact and Related Procedures," 23 C.F.R. Part 771 and 49 C.F.R. Part 622, and Federal environmental protection regulations that may be promulgated at a later date. The Recipient agrees to comply with 23 U.S.C. §§ 139 and 326, as applicable, and implement those requirements in accordance with the provisions of joint FHWA/FTA final guidance, "SAFETEA-LU Environmental Review Process (Public Law 109-59)," 71 Fed. Reg. 66576 et seq., November 15, 2006, and any applicable. Federal directives that maybe issued at a later date, except to the extent that FTA determines otherwise in writing. b. Air Oualit~y. Except to the extent the Federal Government determines otherwise in writing, the Recipient agrees to comply with all applicable Federal laws and regulations in accordance with applicable Federal directives implementing the Clean Air Act, as amended, 42 U.S.C. §§ 7401 through 7671 q. Specifically: ~~ (1) The Recipient agrees to comply with the applicable requirements of subsection 176(c) of the Clean Air Act, 42 U.S.C. § 7506(c), consistent with the joint FHWA/FTA document, "Interim Guidance for Implementing Key SAFETEA-LU Provisions on Planning, Environment, and Air Quality for Joint FHWA/FTA Authorities," dated September 2, 2005, and in accordance with any applicable Federal directives that may be issued at a later date; to comply with U.S. EPA regulations, "Conformity to State or Federal Implementation Plans of Transportation Plans, Programs, and Projects Developed, Funded or Approved Under Title 23 US.C. or the Federal Transit Act," 40 C.F.R. Part 51, Subpart T; and "Determining Conformity of Federal Actions to State or Federal Implementation Plans," 40 C.F.R. Part 93, and to comply with any other applicable Federal conformity regulations that may be promulgated at a later date. To support the requisite air quality conformity finding for the Project, the Recipient agrees to implement each air quality mitigation or control measure incorporated in the Project. The Recipient further agrees that any Project identified in an applicable State Implementation Plan. (SIP) as a Transportation Control Measure will be wholly consistent with the design conceptand scope of the Project described in the SIP. (2) U.S. EPA also imposes requirements implementing the Clean Air Act, as amended, which may apply to public transportation operators, particularly operators of large public ~', transportation bus fleets. Accordingly, the Recipient agrees to comply with xhe following. ~~` FTA Master Agreement MA(15), 10-1-2008 53 U.S. EPA regulations to the extent they apply to the Project: "Control of Air Pollution from Mobile Sources," 40 C.F.R. Part 85; "Control of Air Pollution from New and In-Use Motor Vehicles and New and In-Use Motor Vehicle Engines," 40 C.F.R. Part 86; and "Fuel Economy of Motor Vehicles," 40 C.F.R. Part 600. (3) The Recipient agrees to comply with the notice of violating facility provisions of section 306 of the Clean Air Act, as amended, 42 U.S.C. § 7414, and facilitate compliance with Executive Order No. 11738, "Administration of the Clean Air Act<and the Federal Water Pollution Control Act with Respect to Federal Contracts, Grants, or Loans," 42 U.S.C. § 7606 note. c. Clean Water. Except to the extent the Federal Government determines otherwise in writing, the Recipient agrees to comply with all applicable Federal laws and regulations in accordance with applicable Federal directives implementing the Clean Water Act, as amended, 33 U.S.C. §§ 1251 through 1377. Specifically: (1) The Recipient agrees to protect underground sources of drinking water as provided by the Safe Drinking Water Act of 1974, as amended, 42 U.S.C. §§ 300f through 300j-6. (2) The Recipient agrees to comply with the notice of violating facility provisions of section 508 of the Clean Water Act, as amended, 33 U.S.C. § 1368, and facilitate compliance with Executive Order No. 11738, "Administration of the Clean Air Act and the Federal Water Pollution Control Act with Respect to Federal Contracts, Grants, or Loans," 42 U.S.C. § 7606 note. d. Use of Certain Public Lands. The Recipient agrees that in implementing its Project, it will not use any publicly owned land from a park, recreation area, or wildlife or waterfowl refuge of national, State, or local significance as determined by the Federal, State, or local officials having jurisdiction thereof, unless the Federal Government makes the fmdings required by 49 U.S.C. § 303. The Recipient also agrees to comply with joint FHWA/FTA regulations, "Parks, Recreation Areas, Wildlife and Waterfowl Refuges, and Historic Sites," 23 C.F.R. Part 774, and referenced in 49 C.F.R. Part 622. [These regulations were published at 73 Fed. Reg. 13367 et seq., March 12, 2008, and amended at 73 Fed. Reg. 31609 et seq., June 3, 2008.] e. Wild and Scenic Rivers. The Recipient agrees to comply with applicable provisions of the Wild and Scenic Rivers Act of 1968, as amended, 16 U.S.C. §§ 1271 through 1287, relating to protecting components of the national wild and scenic rivers system; and to the extent applicable, with U.S. Forest Service regulations, "Wild and Scenic Rivers," 36 C.F.R. Part 297, and with U.S. Bureau of Land Management regulations, "Management Areas," 43 C.F.R. Part 8350. f f. Coastal Zone Management. The Recipient agrees to assure Project consistency with the ~,~ approved State management program developed under the Coastal Zone Management Act of 1972, as amended, 16 U.S.C. §§ 1451 through 1465. g. Wetlands. The Recipient agrees to facilitate compliance with the protections for wetlands of Executive Order No. 11990, as amended, "Protection of Wetlands," at 42°~T4S,C. § 4321 note. FTA Master Agreement MA(15), 10-1-2008 54 ; h. Flood lams. The Recipient agrees to facilitate compliance with the flood hazards protections in floodplains in accordance with Executive Order No. 11988, as amended, "Floodplain Management," 42 U.S.C. § 4321 note. i. Endangered Species and Fisheries Conservation. The Recipient agrees to comply with applicable protections for endangered species of the Endangered Species Act of 1973, as amended, 16 U.S.C. §§ 1531 through 1544, and the Magnuson Stevens Fisheries Conservation Act, as amended, 16 U.S.C. §§ 1801 et seq. j. Historic Preservation. The Recipient agrees as follows: (1) The Recipient agrees that in implementing its Project, it will not use any land from a historic site that is on or eligible for inclusion on the National Register of Historic Places, unless the Federal Government makes the findings required by 49 U.S.C. § 303.. (2) The Recipient agrees to encourage compliance with the Federal historic and archaeological preservation requirements of section 106 of the National Historic Preservation Act, as amended, 16 U.S.C. § 470f; Executive Order No. 11593, "Protection and Enhancement of the Cultural Environment," 16 U.S.C. § 470 note; and the Archaeological and Historic Preservation Act of 1974, as amended, 16 U.S.C. §§ 469a through 469c, as follows: (a) In accordance with U.S. Advisory Council on Historic Preservation regulations, "Protection of Historic and Cultural Properties," 36 C.F.R. Part 800, the Recipient agrees to consult with the State Historic Preservation Officer concerning investigations to identify properties and resources included or eligible for inclusion in the National Register of Historic Places that maybe affected by the Project, and agrees to notify FTA of affected properties. (b) The Recipient agrees to comply with all applicable Federal regulations and directives to avoid or mitigate adverse effects on those historic properties, except to the extent the Federal Government determines otherwise in writing. k. Indian Sacred Sites. The Recipient agrees to facilitate compliance with the preservation of places and objects of religious importance to American Indians, Eskimos, Aleuts, and Native Hawaiians, pursuant to the American Indian Religious Freedom Act, 42 U.S.C. § 1996, in accordance with Executive Order No. 13007, "Indian Sacred Sites," 42 U.S.C. § 1996 note, except to the extent that the Federal Government determines otherwise in writing. 1. Mitigation of Adverse Environmental Effects. Should the proposed Project cause or result in adverse environmental effects, the Recipient agrees to take all reasonable measures to minim;~e the impact of those adverse, effects, as required by 49 U.S.C. § 5324(b), and other applicable Federal laws and regulations, including 23 C.F.R. Part 771, 23 C.F.R Part 774, and 49 C.F:R Part 622, among others. The Recipient agrees to comply with all environmental mitigation measures that maybe identified as commitments in applicable environmental documents, (i. e., environmental assessments, environmental impact statements, memorand~of agreement, and other documents as required by 49 U.S.C. § 303). The Recipient also agre~~es to comply with any FTA Master Agreement MA(15), 10-1-2008 55 conditions the Federal Government might impose in a fording of no significant impact or record of decision. The Recipient agrees that those environmental mitigation measures are incorporated by reference and made part of the Grant Agreement or Cooperative Agreement for the Project. The Recipient also agrees that any deferred mitigation measures will be incorporated by reference and made part of the Grant Agreement or Cooperative Agreement for the Project as soon as agreement with the Federal Government is reached. The Recipient agrees that any mitigation measures agreed upon may not be modified or withdrawn without the express written approval"of the Federal Government. Section 26. Energy Conservation. The Recipient agrees to comply with applicable mandatory energy efficiency standards and policies of applicable State energy conservation plans issued in accordance with the Energy Policy and Conservation Act, as amended, 42 U.S.C. §§ 6321 et seq., except to the extent that the Federal Government determines otherwise in writing. To the extent applicable, the Recipient agrees to perform an energy assessment for any building constructed, reconstructed, or modified with FTA assistance, as provided in FTA regulations, "Requirements for Energy Assessments," 49 C.F.R. Part 622, Subpart C. Section 27. State Management and Monitoring Systems. The Recipient agrees to comply with joint FHWA/FTA regulations, "Management and Monitoring Systems," 23 C.F.R. Parts 500, Parts A and B, and FTA regulations, "Transportation Infrastructure Management," 49 C.F.R. Part 614, to the extent applicable. Section 28. Charter Service Operations. The Recipient agrees that neither it nor any public transportation operator performing work in connection with a Project financed under 49 U.S.C. chapter 53 or under 23 U.S.C. §§ 133 or 142, will engage in charter service operations, except as authorized by 49 U.S.C. § 5323(d) and FTA regulations, "Charter Service," 49 C.F.R. Part 604, and any Charter Service regulations or FTA directives that maybe issued, except to the extent that FTA determines otherwise in writing. The Charter Service Agreement the Recipient has selected in its latest annual Certifications and Assurances is incorporated by reference and made part of the Grant Agreement or Cooperative Agreement for the Project. If the Recipient has failed to select the Charter Service Agreement in its latest annual Certifications and Assurances to FTA and does conduct charter service operations prohibited by FTA's Charter Service regulations, the Recipient understands and agrees that: (1) the requirements of FTA's Charter Service regulations and any amendments thereto will apply to any charter service it or its subrecipients, lessees, third party contractors; or other participants in the Project provide; (2) the definitions of FTA's Charter Service regulations will apply to the Recipient's charter operations, and (3) a pattern of violations of FTA's Charter' Service re lations may require corrective measures and imposition of remedies including 3 barring the Recipient, subrecipient, lessee, third parry contractor, or other participant in the ~' r FTA Master Agreement MA(15), 10-1-2008 56 Project operating public transportation under the Project from receiving Federal fmancial assistance from FTA, or withholding an amount of Federal assistance as set forth in Appendix D to those regulations. [Amendments to FTA regulations, "Charter Service," 49 C.F.R. Part 604, were published at 73 Fed. Reg. 2325 et seq., January 14, 2008, and amended at 73 Fed. Reg. 44927 et seq., August 1, 2008, and at 73 Fed. Reg. 46554 et seq., August 112008.] Section 29. School Transportation Operations. The Recipient agrees that neither it nor any public transportation operator performing work in connection with a Project financed under 49 U.S.C. chapter 53 or under 23 U.S.C. §§ 133 or 142, will engage in school transportation operations for the transportation of students or school personnel exclusively in competition with private school transportation operators, except as authorized by 49 U.S.C. §§ 5323(f) or (g), as applicable, and FTA regulations, "School Bus Operations," 49 C.F.R. Part 605 to the extent consistent with 49 U.S:C. §§ 5323(f) or (g), in accordance with any School Transportation Operations regulations or FTA directives that maybe issued at a later date, except to the extent that FTA determines .otherwise in writing. The School Transportation Operations Agreement the Recipient has selected in its latest annual Certifications and Assurances is incorporated by reference and made part of the Grant Agreement or Cooperative Agreement for the Project. If the Recipient has failed to select the School Transportation Agreement in its latest annual Certifications and Assurances to FTA and does conduct school transportation operations prohibited by FTA's School Bus Operations regulations, 49 C.F.R Part 605, to the extent those regulations are consistent with 49 U.S.C. §§ 5323(fj or (g), the Recipient understands and agrees that: (1) the requirements of FTA's School Bus Operations regulations, 49 C.F.R. Part 605, to the extent consistent with 49 U.S.C. §§ 5323(f) or (g), will apply to any school transportation service it or its suhrecipients, lessees, third party contractor, or other participants in the project provide, (2) the definitions of FTA's School Bus Operations regulations will apply to the Recipient's school transportation operations, and (3) if there is a violation of FTA's School Bus Operations regulations to the extent consistent with 49 U.S.C. §§ 5323(fj or (g ), FTA will bar the Recipient, subrecipient, lessee, third party contractor, or other Project participant operating public transportation that has. violated FTA's School Bus Operations regulations, 49 C.F.R. Part 605, to the extent consistent with 49 U.S.C. §§ 5323(f) or (g), from receiving Federal transit assistance in an amount FTA considers appropriate. Section 30. Metric System. To the extent U.S. DOT or FTA directs, the Recipient agrees to use the metric system of ~ measurement in its Project activities, in accordance with the Metric Conversion Act, as amended by the Omnibus Trade and Competitiveness Act, 15 U.S.C. §§ 205a etseq.; Executive Order No. 12770, "Metric Usage in Federal Government Programs," 15 U.S.C.'§ 205a note; and applicable U.S. DOT or FTA regulations in accordance with applicable Federal directives. As practicable and feasible, the Recipient agrees to accept products and services with dimensions F'f~ expressed in the metric system of measurement. ~' . rj, FTA Master Agreement MA(TS), 10-1-2008 57 Section 31, Geographic Information and Related Spatial Data. The Recipient agrees to implement the Project in accordance with the provisions of U.S. OMB Circular A-16, "Coordination of Geographic Information and Related Spatial Data Activities," August 19, 2002, so that any Project activities involving spatial data or geographic information systems activities fmanced directly or indirectly, in whole or in part, with Federal assistance, are or will be consistent with the National Spatial Data Infrastructure promulgated by the Federal Geographic Data Committee, except to the extent that FTA determines otherwise in writing. Section 32. Substance Abuse. To the extent applicable, the Recipient agrees to comply with the following. Federal regulations: a. Drug,=Free Workplace. U.S. DOT regulations, "Governmentwide Requirements for Drug-Free Workplace (Financial Assistance)," 49 C.F.R. Part 32, that implement the Drug-Free Workplace Act of 1988, 41 U.S.C. §§ 701 et seq. b. Alcohol Misuse and Prohibited Drug Use. FTA regulations, "Prevention of Alcohol Misuse and Prohibited Drug Use in Transit Operations," 49 C.F.R. Part 655, that implement 49 U.S.C. § 5331. Section 33. Motor Carrier Safety To the extent applicable, the Recipient agrees to comply with, and assures the compliance of its subrecipients, lessees, third party contractors, and other Project participants with the following U.S. Federal Motor Carrier Safety Administration (LT.S. FMCSA) regulations: a. Financial Responsibility. The Recipient agrees as follows: (1) To the extent that the Recipient is engaged in interstate commerce and not within a defined commercial zone, the Recipient agrees to comply with U.S. FMCSA regulations, "Minimum Levels of Financial Responsibility for Motor Carriers," 49 U.S.C. Part 387, setting forth requirements for economic registration and insurance requirements. For a Recipient of Federal assistance under 49 U.S.C. §§ 5307, 5310, or 5311 with interstate transit operations, 49 C.F.R. Part 387 is modified by 49 U.S.C. § 31138(e)(4), which reduces the amount of insurance required of the Recipient to the highest amount of required by any State in which the transit provider operates. (2) To the extent that the Recipient is engaged in interstate commerce and not within a defined commercial zone and the Recipient is not a unit of government (defined as the Federal Government, a State, any political subdivision of a State or any agency established under a compact between States), the Recipient agrees to comply with U.S. FMCSA regulations, Subpart B, "Federal Motor Carrier Safety Regulations," at 49 C.F.R. Parts 390 through 396. FTA Master Agreement MA(15), 10-1-2008 `' S8 b. Driver Qualifications. The Recipient agrees to comply with U.S. FMCSA's regulations, "Commercial Driver's License Standards, Requirements, and Penalties," 49 C.F.R. Part 383. c. Substance Abuse Rules for Motor Carriers. The Recipient agrees to comply with U.S. FMCSA's regulations; "Drug and Alcohol Use and Testing Requirements," 49 C.F.R. Part 382, which apply to transit providers that operate a commercial motor vehicle that has a gross vehicle weight rating more than 26,000 pounds or is designed to transport sixteen (16) or more passengers, including the driver. Section 34. State Safety Oversight of Rail Fined Guideway Public Systems. To the extent applicable, the Recipient agrees to comply with 49 U.S.C. § 5330, with FTA regulations, "Rail Fixed Guideway Systems; State Safety Oversight," 49 C.F.R. Part 659, in accordance with any~applicable Federal directives that maybe issued to implement 49 U.S.C. § 5330, and any amendment or revision thereto. Section 35. Federal "$1 Coin" Requirements. To the extent required by the Federal Government, the Recipient agrees to comply with the provisions of section 104 of the Presidential $1 Coin Act of 2005, 31 U.S.C. § S I12(p), so that the Recipient's equipment and facilities requiring the use of coins or currency will be fully capable of accepting and dispensing $1 coins in connection with that use. ~'he Recipient also agrees to display signs and notices denoting the capability of its equipment and facilities on its premises where coins or currency are accepted or dispgnsed, including on each vending machine. Section 36. Seat Belt Use. In accordance with the provisions of Executive Order No. 13043, "Increasing Seat Belt Use in the United States," April 16, 1997, 23 U.S.C. § 402 note, the Recipient is encouraged to adopt and promote on-the job seat belt use policies and programs for its employees and other personnel that operate company-owned, rented, or personally operated vehicles, and to include this provision in any subagreements, leases, third party contracts, or other similar document in connection with the Project. Section 37. Protection of Sensitive Security Information. To the extent a licable the Re pp cipient agrees to comply with 49 U.S.C. § 40119(b) and implementing U.S. DOT regulations, "Protection of Sensitive Security Informaliard,",~49 C.F,R. ~e Part 15; and with 49 U.S.C. § 114(s) and implementing U.S. Department of Hoimeland Security,. Transportation Security Administration regulations, "Protection of Sensitive Security - „„ Information," 49 C.F.R. Part 1520. = ~ ~ y ~°" FTA Master Agreement MA(15), 10-1-2008 Section 38. Special Notification Requirements for States. To the extent required by Federal law, the State agrees that, in administering any Federal assistance Program or Project supported by the underlying Grant Agreement or Cooperative Agreement, any request for proposals, solicitation, grant application, form, notification, press release, or other publication involving the distribution of Federal assistance for the Program or the Project shall indicate that FTA is the Federal agency that is providing the Federal assistance, the Catalog of Federal Domestic Assistance Number of the program from which the Federal assistance is authorized, as applicable, and the amount provided. Section 39. Special Provisions for the Urbanized Area Formula Program. The Recipient agrees that the following provisions apply to Urbanized Area Formula Program assistance authorized under 49 U.S.C. § 5307, and agrees to comply with the Federal laws and regulations applicable to that program in accordance with applicable FTA directives, except to the extent that FTA determines otherwise in writing: a. Fares and Services. Before increasing fares or instituting a major reduction of service, the Recipient agrees to use its established administrative process to solicit and consider public comment. b. Audit Requirements. The Recipient agrees that the Federal Government may conduct, or may require the Recipient to engage an independent entity to conduct, annual or more frequent reviews and audits as required by 49 U.S.C. § 5307(h),~nd applicable Federal laws and regulations in accordance with applicable Federal directives. The Recipient agrees that such audits will be conducted in accordance with U.S. GAO "Government Auditing Standards." c. Half-Fare Requirements. The Recipient agrees that the fares or rates it charges elderly individuals and handicapped individuals during nonpeak hours for public transportation using or involving Project property will not exceed one-half the rates that generally apply to other individuals at peak hours, irrespective of whether the operation of Project facilities or equipment is by the Recipient or by another entity connected with the Project, either through lease, third party contract, or otherwise. The Recipient also agrees to give the rate required herein to any individual presenting a Medicare card duly issued to that individual pursuant to Title II or XVIII of the Social Security Act, 42 U.S.C. §§ 401 et seq., or 42 U.S.C. §§ 1395 et. seq., respectively. d. Use of Formula Assistance for Operations. A Recipient authorized to use Federal assistance authorized under 49 U.S.C. § 5307 to support operations agrees as follows: (1) The Recipient will comply with the restrictions of 49 U.S.C. §§ 5307(b) and 5307(f~ iri: using Urbanized Area Formula Program assistance for operations, unless permitted otherwise by Federal law, regulation, or directive issued at a later date. ~ i~ FTA Master Agreement MA(15), 10-1-2008 60 (2) Federal assistance authorized by 49 U.S.C. § 5307 may be applied to the Net Project Cost of the Recipient's operating expenses incurred during the Project time period as set forth in the Approved Project Budget and, with FTA approval, may be extended to a later date to the extent permitted by law, provided that applicable operating- assistance limits are not exceeded. e. Public Transportation Security. For each fiscal year, the Recipient agrees to spend at least one (1) percent ofits-Federal assistance authorized under 49 U.S.C. § 5307 for public transportation security projects as described in 49 U.S.C. § 5307(d)(1)(T)(i), unless the Recipient has determined that such expenditures for security projects are not necessary. For a Recipient serving an urbanized area with a population of 200,000 or more, only capital projects are eligible for support with that Federal assistance. f. Public Transportation Enhancements. If the Recipient serves an urbanized area with a population of 200,000 or more, the Recipient agrees to spend each fiscal year at least-one. (1) percent of its Federal assistance authorized under 49 U.S.C. § 5307 for public transportation enhancements as defined at 49 U.S.C. § 5302(a), and submit an annual report listing the projects carried out in the preceding fiscal year with that Federal assistance. g. Reporting Reurrements. For each fiscal year, the Recipient agrees to conform, and assures that any public transportation operator to which the Recipient provides Federal assistance authorized under 49 U.S.C. § 5307 will conform, to the National Transit Database reporting system and the uniform system of accounts and records required by 49 U.S.C. § 5335(a) for FTA's national transit database, and comply with implementing FTA regulations, "Uniform System of Accounts and Records and Reporting System," 49 C.F.R. Part 630, and any other reporting regulations in accordance with FTA directives. h. Participation of Subrecipients. The Recipient agrees to enter into a written agreement with each subrecipient participating in an Urbanized Area Formula Project, which agreement sets forth the subrecipient's responsibilities, and includes appropriate clauses imposing requirements necessary to assure that the subrecipient will not compromise the Recipient's compliance with Federal requirements applicable to the Project and the Recipient's obligations under the Grant Agreement for the Project and this Master Agreement. Section 40. Special Provisions for the Elderly Individuals and Individuals with Disabilities Formula Program and Pilot Program. The Recipient agrees that the following provisions apply to the Elderly Individuals and Individuals with Disabilities Formula Program and Pilot Program assistance authorized under 49 U.S.C. § 5310, as amended by SAFETEA-LU, and under subsection 3012(b) of SAFETEA- LU, 49 U.S.C. § 5310 note, respectively, and agrees to comply with the requirements thereof in accordance with applicable Federal directives that may be issued, except to the extent that FTA determines othe 't' r M1 rwise m wn mg. ~~~ ~, a. Eligible Subrecinients. The Recipient agrees to provide Federal assistance authorized under 49 U.S.C. § 5310 or subsection3012(b) of SAFETEA-LU, 49 U.S.C. § 5310 note, ~;~1~ to a ',. ~' _. FTA Master Agreement MA(15), 10-1-2008 ~ 61' subrecipient that qualifies as: (1} a private nonprofit organization meeting the special needs of elderly individuals and individuals with disabilities for whom public transportation services are unavailable, insufficient, or inappropriate; (2) a governmental authority approved by the State to coordinate services for elderly individuals and individuals with disabilities; or (3) a governmental authority that certifies to the Governor of its State that there. are no nonprofit organizations in its area readily available to provide service meeting the special needs of elderly individuals and individuals with disabilities. b. State Procedures. The Recipient agrees to administer each Project financed with Federal assistance authorized under"the Elderly Individuals and Individuals with Disabilities Formula Program in accordance with 49 U.S.C. § 5310. A Recipient participating in the Elderly Individuals and Individuals with Disabilities Pilot Program agrees to administer each Projects in accordance with subsection 3012(b) of SAFETEA-LU, 49 U.S.C. § 5310 note, and applicable provisions of 49 U.S.C. § 5310. Except to the extent that FTA determines otherwise in writing, the Recipient agrees to follow the most recent edition of FTA Circular 9070.1, "Elderly Individuals and Individuals with Disabilities Program Guidance and Application Instructions," including any revisions thereto, and comply with applicable Federal laws and regulations that apply to the Projects. c. Participation of Subrecipients. The Recipient agrees to enter into a written agreement with each subrecipient participating in an Elderly Individuals and Individuals with Disabilities Formula Project or Pilot Project, that sets forth the subrecipient's responsibilities, and includes appropriate clauses imposing requirements necessary to assure that the subrecipient will not compromise the Recipient's compliance with Federal requirements applicable to the Project and the Recipient's obligations under its Grant Agreement for the Project and this Master Agreement. d. Eligible Project Activities. Federal assistance authorized under 49 U.S.C. § 5310 may be used for a Project to meet the special needs of elderly individuals and individuals with disabilities, as follows: (1) Capital Projects. Except as provided in Subsection 40.d(2) of this Master Agreement below, only capital projects are eligible for support with Federal assistance authorized under 49 U.S.C. § 5310. Projects may include meal delivery service to the extent permitted by 49 U.S.C. § 5310(g). (2) Operating Assistance Limitation. Only if the Recipient is selected to participate in the Elderly Individuals and Individuals with Disabilities Pilot Program established by subsection 3012(b) of SAFETEA-LU, 49 U.S.C. § 5310 note, may Federal assistance authorized under 49 U.S.C. § 5310 be used to finance operating expenses, and then only 33 percent of that Federal assistance apportioned to the Recipient may be used to finance operating expenses for projects to meet the special needs of elderly individuals and individuals with disabilities.. e. Leasing of Vehicles. Vehicles acquired with Federal assistance authorized under 4~S.~C. § 5310 maybe leased to local governmental authorities to improve transportationservice~ tci' meet the special needs of elderly individuals and individuals with disabilities. FIB t,~r FTA Master Agreement MA(15), 10-1-2008 62 _ f. Transfer of Project Pro~Crty. In addition to 49 U.S.C. § 5334(h), which authorizes the transfer of Project property financed with FTA assistance, 49 U.S.C. § 5310(h) also authorizes the Recipient to transfer Project property acquired with Federal assistance authorized under 49 U.S.C. § 5310 to any entity eligible to receive assistance under 49 U.S.C. chapter 53, provided that the subrecipient currently. possessing the Project property consents to the transfer, and the transferred Project property will continue to be used in accordance with the requirements of 49 U.S.C. § 5310. Section 41. Special Provisions for the New Freedom Program. The Recipient agrees that the following provisions apply to New Freedom Program assistance authorized under 49 U.S.C. § 5317, and agrees to comply with the requirements thereof, except to the extent that FTA determines otherwise in writing: a. General. Except to the extent that FTA determines otherwise in writing, the Recipient agrees to follow the most recent edition of FTA Circular, 9045.1, "I~Tew Freedom Program Guidance and Application Instructions," including any revisions thereto, and comply with the requirements of 49 U.S.C. § 5317 and other Federal laws and regulations that apply to the Project. b. Participation of Subreci ip tints. The Recipient agrees to enter into a written agreement with each subrecipient participating in a New Freedom Project, that sets forth the subrecipient's responsibilities, and include appropriate clauses imposing requirements as necessary to assure that the subrecipient will not compromise the Recipient's compliance with the Federal requirements applicable to the Project and the Recipient's obligations under the Grant Agreement or Cooperative Agreement for the Project and this Master Agreement. Section 42. Special Provisions for the Nonurbanized Area Formula Program. The Recipient agrees that the following provisions apply to Nonurbanized Area Formula Program assistance administered by States and authorized under 49 U.S.C. § 5311(b), and agrees to comply with the requirements thereof, except to the extent FTA determines otherwise in writing: a. Provisions Apulicable to States. (1) State Procedures. The Recipient agrees to administer each Project in accordance with 49 U.S.C. § 5311(b) and other applicable provisions of 49 U.S.C. § 5311. Except to the extent that FTA determines otherwise in writing, the Recipient agrees to follow the provisions of the most recent edition of FTA Circular 9040.1, "Nonurbanized Area Formula Program Guidance and Grant Application Instructions," including any revisions thereto, and comply,v~~;F$der~r laws and regulations that apply to the Projects. - (2) Participation of Subrecinients. The Recipient agrees to enter into a written agreement _ with each subrecipient participating in a Nonurbanized Area Formula Project, that sets~forth the ~i ~r ~: d e; FTA Master Agreement MA(15), 10-1-2008 63 subrecipient's responsibilities, and includes appropriate clauses imposing requirements necessary to assure that the subrecipient will not compromise the Recipient's compliance with Federal requirements applicable to the Project and the Recipient's obligations under its Grant Agreement for the Project and this Master Agreement. (3) Eligible Project Activities. Federal assistance provided for the Grant Agreement and subagreements may be used for public transportation Projects in areas other than urbanized areas. Projects financed with Federal assistance transferred from other Federal programs must be eligible for Federal assistance authorized under 49 U.S.C. § 5311(b). Those Projects may include purchase of service agreements with private providers of public transportation service, capital assistance, operating assistance, and meal delivery service, to the extent permitted by 49 U.S.C. § 5310(8). (4) Transfer of Project Property. In addition to 49 U.S.C. § 5334(h), which authorizes the Recipient to transfer Project facilities and equipment, 49 U.S.C. § 5311(h) also authorizes the Recipient to transfer Project property acquired with Federal assistance authorized under 49 U.S.C. § 5311 to any entity eligible to receive Federal assistance authorized under 49 U.S.C. chapter 53, provided that the subrecipient currently in possession of the Project property consents to the transfer, and the transferred Project property will continue to be used in accordance with the requirements of 49 U.S.C. § 5311. (5) Intercity Transportation. The Recipient agrees to spend a minimum of at least fifteen (15) percent of its Federal assistance authorized under 49 U.S.C. § 5311(f) each fiscal year for intercity transportation Projects, unless the chief executive officer of the State or his or her duly authorized designee has certified to FTA that the intercity bus service needg within the State are being adequately fulfilled. (6) Reporting Requirements. As required by 49 U.S.C. § 5311(b)(4) and 49 U.S.C. § 5335(a), the Recipient agrees to conform to, and assures that any public transportation operator to which the Recipient provides Federal assistance authorized under 49 U.S.C. § 5311(b) will conform to, the reporting system and the uniform system of accounts and records required by 49 U.S.C. § 5335(a) for FTA's national transit database, and will comply with the implementing FTA regulations, "Uniform System of Accounts and Records and Reporting System," 49 C.F.R. Part 630, and any additional regulations and directives FTA may issue at a later date. b. Provisions Applicable to Indian Tribes. The Recipient agrees as follows: (1) An Indian tribe that is a subrecipient of Federal assistance authorized under 49 U.S.C. § 5311(b), agrees to comply with the requirements of Subsection 42.a of this Master Agreement. that are applicable to other subrecipients of the State receiving FTA assistance under 49 U.S~C. § 5311(c)(2), except to the extent that FTA determines otherwise in writing. ~~, ._ ~, . (2) Subsections 42(a) and 42(b)(1) of this Master Agreement do not apply to;a-T~-1bal Transit Project financed with Federal assistance authorized under 49 U.S;C. § 53.1"~1(~)(~): FTA Master Agreement MA(15), 10-1-2008 64 Section 43. Special Provisions for the Clean Fuels Grant Program. The Recipient agrees that the following provisions apply to Clean Fuels Grant Program assistance authorized under 49 U.S.C. § 5308, and agrees to comply with the requirements thereof, except to the extent that FTA determines otherwise in writing: a. General. The Recipient agrees to comply with 49 U.S.C. § 5308, and with the provisionsof 49 U.S.C. § 5307, and'other Federal laws that maybe applicable, FTA regulations, "Clean Fuels Grant Program," 49 C.F.R. Part 624, as well as with any other implementing Federal regulations in accordance with applicable directives FTA may issue. b. Participation of Subrecipients. The Recipient agrees to enter into a written agreement with each subrecipient participating in a Clean Fuels Grant Project, which agreement sets forth the subrecipient's responsibilities, and includes appropriate clauses imposing requirements necessary to assure that the subrecipient will not compromise the Recipient's compliance with Federal requirements applicable to the Project and the Recipient's obligations under the Grant Agreement for the Project and this Master Agreement. Section 44. Special Provisions for Research, Development, Demonstration, and Special Studies Projects. The Recipient agrees to comply with the following provisions pertaining to Projects financed with Federal assistance authorized for research, development, demonstration, or special studies projects, except to the extent that FTA determines otherwise in writing: a. Project Report. The Recipient agrees to: (1) .Prepare and make available a comprehensive report of the results of the Project, the conclusions reached, and the methods used. (2) Include appropriate notice in the report that: (a) the report is being disseminated under the sponsorship of the U.S. Department of Transportation, Federal Transit Administration, in order to foster information exchange, (b) the U.S. Government assumes no liability or responsibility for the contents of that report or the use of that report, (c) the U.S. Government is not endorsing any manufacturers, products, or services cited in that report, and (d) any trade name that may appear in that report has been included only because it is essential to the contents of that report. b. Project Identification. The Recipient agrees that each tangible product resulting from the '- Project shall contain or include an appropriate sign, designation, or notification stating that the n. ,~,~ Project has been financed with Federal assistance provided by the U.S. Department of Transportation, Federal Transit Administration. Unless determined otherwise in wntj~g'~y FTA; this requirement applies to all equipment, hardware, construction, reports, data, or y sirtiilar' items produced in the course of the Grant Agreement or Cooperative Agreemerz~or"the Project. ' ~r FTA Master Agreement MA(15), 10-1-2008 ~~ 65 c. Protection of Human Subjects. The Recipient agrees to comply with the requirements of the National Research Act, as amended, 42 U.S.C. §§ 289 et seq., and U.S. DOT regulations, "Protection of Human Subjects," 49 C.F.R. Part 11, pertaining to protections for human subjects participating in or involved in research, development, and related activities in connection with the Project. d. Protection of Animals. The Recipient agrees to comply with the requirements of the Animal Welfare Act, as amended, 7 U.S.C. §§'2131 et seq., and U.S. Department of Agriculture regulations, "Animal Welfare," 9 C.F.R Subchapter A, Parts 1, 2, 3, and 4 pertaining to the care, handling, and treatment of warm blooded animals involved in Project research, development, and related activities. e. Export Control. The Recipient understands and agrees that any technical information developed in the course of implementing the Grant Agreement or Cooperative Agreement for the Project maybe subject to export control regulations promulgated by the U.S. Department of Commerce, Bureau of Export Administration, or other Federal Government departments, including the U.S. Department of State, the U.S. Department of the Treasury, and the U.S. Department of Defense. Thus, the Recipient agrees that it will not export to any countries or foreign persons any technical information or any direct product of that technical information that is subject, directly or indirectly, to U.S. Department of Commerce, "Export Administration Regulations," 15 C.F.R. Parts 730 et seq., or other applicable Federal regulations without first obtaining the necessary Federal license or licenses and complying with those Federal regulations. Section 45. Special Provisions for the Medical Transportation Demonstration Projects. The Recipient of Federal assistance under the Medical~Transportation Demonstration Program agrees to comply with 49 U.S.C. § 5314(a)(6) and other applicable Federal laws or regulations, in accordance with applicable Federal directives when issued, except to the extent FTA determines otherwise in writing. Section 46. Special Provisions for the National Technical Assistance Center for Senior Transportation. The Recipient of Federal assistance authorized under the National Technical Assistance Center for Senior Transportation agrees to comply with the requirements of 49 U.S.C. § 5314(c) and other applicable Federal laws and regulations, in accordance with applicable Federal directives when issued, except to the extent that FTA determines otherwise in writing. ` ~F.J i~X - _, .}~, Section 47. Special Provisions for Human Resources Fellowships. . i~a~ The Recipient agrees that the following provisions apply to Human Resources ~~~t~hips ' Program assistance authorized under 49 U.S.C. § 5322(b), and agrees;to compl~:wth the ~N requirements thereof, except to the extent that FTA determines otherwise in writing: FTA Master Agreement MA(15), 10-1-2008 - 66 a. General. The Recipient agrees to comply with the requirements of 49 U.S.C. § 5322(b) and other applicable Federal laws and regulations in accordance with applicable Federal directives, when issued. b. Fellowship Awards. The Recipient agrees any individual who receives a fellowship financed with Federal assistance under the Human Resources Fellowships Program authorized under 49 U.S.C. § 5322(b) will be selected on the basis of the individual's demonstrated ability and the contribution that individual reasonably can be expected to make to an efficient public transportation operation. Section 48. Special Provisions for Job Access and Reverse Commute Formula Grant Program. The Recipient agrees that the following provisions apply to Job Access and Reverse Commute (JARC) Formula Grant Program assistance authorized under 49 U.S.C. § 5316, except to the extent that FTA determines otherwise in writing: a. General. The Recipient agrees to comply with the requirements of 49 U.S.C. § 5316, and applicable provisions of 49 U.S.C. § 5307. Except to the extent that FTA determines otherwise in writing, the Recipient agrees to follow the most recent edition of FTA Circular, 9050.1, "The Job Access And Reverse Commute (JARC) Program Guidance And Application Instructions," including any revisions thereto, and comply with Federal laws and regulations that apply to the Project. b. Participation of Subrecipients. The Recipient agrees to enter into a written agreement with each subrecipient participating in a Job Access and Reverse Commute Project, which agreement sets forth the subrecipient's responsibilities, and includes appropriate clauses imposing requirements necessary to assure that the subrecipient will not compromise the Recipient's compliance with Federal requirements applicable to the Project and the Recipient's obligations under the Grant Agreement or Cooperative Agreement and this Master Agreement. Section 49. Special Provisions for the Paul S. Sarbanes Transit in Parks Program. The Recipient agrees that the following provisions apply to the Paul S. Sarbanes Transit in Parks Program fmancial assistance authorized under 49 U.S.C. § 5320, except to the extent that FTA determines otherwise in writing: a. General. The Recipient agrees to comply with the requirements of 49 U.S.C. § 5320, applicable requirements of 49 U.S.C. § 5307, and other Federal laws and regulations that may be applicable, in accordance with applicable Federal directives, when issued. ~' ra~~ b. FTA Notice. The Recipient agrees to follow the provisions of the most recent =applicable FTA Notice pertaining to the Paul S. Sarbanes Transit in Parks Program, and a~iy revision ; FTA Master Agreement MA(15), 10-1-2008 67 '~,~ F ~a_= '" ~ }_ . thereto. FTA and the Recipient agree that the provisions of the latest FTA Notice and revisions thereto will supersede conflicting provisions of this Master Agreement. Section 50. Special Provisions for Over-the-Road Bus Accessibility Projects. The Recipient agrees that the following provisions apply to Federal assistance authorized under the Over-the-Road Bus Accessibility Program, except to the extent that FTA determines otherwise in writing: a. General. The Recipient agrees to comply with section 3038 of TEA-21, as amended by section 3039 of SAFETEA-LU, 49 U.S.C. § 5310 note, and other Federal laws and regulations that may be applicable to the Over-the-Road Bus Accessibility Program, in accordance with applicable Federal directives, when issued. b. Accessibility. The Recipient agrees to comply with the "Over-the-Road Buses," regulations within U.S. DOT regulations, "Transportation Services for Individuals with Disabilities (ADA)," 49 C.F.R. Part 37, Subpart H, and with joint U.S. ATBCB/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. c. Employee Protective Arran ements. Subsection 24.d(4) of this Master Agreement describes employee protection requirements for the Over-the-Road Bus Accessibility Program. d. FTA Notice. The Recipient agrees to follow the provisions of the most~recent applicable FTA Notice pertaining to Over-the-Road Bus Accessibility Program Grants, and any revision thereto. FTA and the Recipient agree that the provisiops of the most recent FTA Notice pertaining to the Over-the-Road Bus Accessibility Program supersede conflicting provisions of this Master Agreement. Section 51. Special Provisions for State Infrastructure Bank Projects. The Recipient agrees that the following provisions apply to a Project financed with Federal assistance deposited in a State Infrastructure Bank, and agrees to comply with the requirements thereof: a. General. The Recipient agrees to administer its Project in accordance with laws applicable to the SIB that provides Federal assistance for the Project. Federal requirements and directives for the Project maybe set forth in: (1) 23 U.S.C. § 610, (2) section 1511 of TEA-21, 23 U.S.C. § 181 note to the extent it has not been superseded by 23 U.S.C. § 610, (3) section 350 of the National Highway System Designation Act of 1995, as amended, (NHS Act), 23 U.S.C. § 101 note, to the extent it has not been superseded by 23 U.S.C. § 610, (4) any law amending any of tli~, ~, _ _ foregoing, and any law applicable to the Project enacted at a later date, (5) any a~he~ a~pl~cable Federal directives that may be issued, except to the extent FTA determines otl~rivse in writing, (6) the terms and conditions of any U.S. Department of Labor Certification(s)ao~~'ub~c FTA Master Agreement MA(15), 10-1-2008 ~,k.. ~ 68 Transportation Employee Protective Arrangements, (7) the Cooperative Agreement establishing the State Infrastructure Bank (SIB) program in the State, entered into by the Federal Highway Administrator, Federal Transit Administrator, and authorized State official(s), and (8) the FTA Grant Agreement providing Federal assistance for the SIB Project; except, however, any provision of this Master Agreement conflicting with Federal law, applicable Federal SIB Guidelines, the Cooperative Agreement establishing the SIB program within the State, or this Grant Agreement will not apply to the Grant Agreement or the Project to the extent the SIB program is involved, except to the extent FTA determines otherwise in writing. b. Limitations on Accessing Federal Assistance in the Transit Account. The Recipient understands that the total amount of Federal'assistance awarded under the Grant Agreement for the SIB may not be available for immediate withdrawal. Thus, the State agrees to restrict the amount of Federal assistance it withdraws to an amount not exceeding the limitations specified in its Grant Agreement or the Approved Project Budget for that Grant Agreement. Section 52. Special Provisions for TIFIA Projects. To the extent applicable, the Recipient agrees to administer each Project financed with Federal assistance authorized under the Transportation Infrastructure Finance and Innovation Act, as amended, in accordance with: (1) 23 U.S.C. §§ 601 through 609, including any fiarther amendments thereto that maybe enacted; (2) 49 U.S.C. §§ 5307,.5309, and 5323(0); (3) joint U.S. DOT/FTA regulations, "Credit Assistance for Surface Transportation Projects," 49 C.F.R. Part 80 and 49 C.F.R. Part 640, to the extent those regulations have not been superseded by SAFETEA-LU, and any amendments to those regulations when promulgated. Any provision of this Master Agreement that conflicts with 23 U.S.C. §§ 601 through 609, 4~ U.S.C. §§ 5307, 5309, or 5323(0), or the foregoing joint U.S. DOT/FTA regulations, or amendments thereto, will not apply to the TIFIA Loan or Loan Guarantee for the Project. The Recipient agrees that FTA may declare the Recipient in violation of the Master Agreement if the Recipient has defaulted on a TIFIA Loan or a Loan guaranteed under T1FIA and such default has not been cured within 90 days. Section 53. Disputes, Breaches, Defaults, or Other Litigation. The Recipient agrees that FTA. has a vested interest in the settlement of any dispute, breach, default, or litigation involving the Project: Accordingly: a. Notification to FTA. The Recipient agrees to notify FTA in writing of any current or prospective major dispute, breach, default, or litigation that may affect the Federal Government's interests in the Project or the Federal Government's administration or enforcement of Federal laws or regulations. If the Recipient seeks to name the Federal Government as a parry to litigation for any reason, in any forum, the Recipient agrees to inform FTA in writing before. doing so. Each notice to FTA under this Section 53 of this Master Agreement shall be gravided, at a minimum, to the FTA Regional Counsel within whose Region the Recipientops~rates its public transportation system or implements the Project. - ~ _ - FTA Master Agreement MA(15), 10-1-2008 I d~ ~i i ~,k b. Federal Interest in Recovery. The Federal Government retains the right to a proportionate share, based on the percentage of the Federal share awarded for the Project, of proceeds derived from any third party recovery, except that the Recipient may return any liquidated damages recovered to its Project Account in lieu of returning the Federal share to the Federal Government. c. Enforcement. The Recipient agrees to pursue its legal rights and remedies available under any third party contract or available under law or regulations. d. FTA Concurrence. FTA reserves the right to concur in any compromise or settlement of any claim involving the Project and the Recipient. e. Alternative Dispute Resolution. FTA encourages the Recipient to use alternative dispute resolution procedures, as may be appropriate. Section 54. Amendments to the Project. The Recipient agrees that a change in Project circumstances causing an inconsistency with the terms of the Grant Agreement or Cooperative Agreement for the Project or this Master Agreement will require an amendment to the Grant Agreement or Cooperative Agreement for the Project signed by the original signatories or their authorized designees or successors. The Recipient agrees that a change in the fundamental information submitted in its Application will also require an Amendment to its Application or the Grant Agreement or Cooperative Agreement for the Project. ~~ Section 55. FTA's Electronic Management System. a. Recipient Use. Unless FTA permits otherwise in writing, the Recipient agrees to use FTA's electronic management system to submit information and reports to FTA. FTA, however, reserves the right to determine the extent to which the Recipient may use FTA's electronic management system to execute legal documents pertaining to FTA Projects. b. TEAM Stem Terminolo~y. The Recipient and FTA agree that the terms used by FTA in its current Transportation Electronic Award and Management (TEAM) system do not necessarily reflect, and are not intended to be treated as, the exclusive evidence of such matters as Project, its scope, activities, and so forth include, except to the extent FTA so states in writing. FTA reserves the right to treat information other than that reflected in its current TEAM system as determinative of what constitutes the "Project," "Scope of the Project," and "Project Activities." ~~ Section 56. Information Obtained Through Internet Links. ~~ ;q+ li'°r This Master Agreement may include electronic links to Federal laws, regulations, and directives. _ , N FTA does not guarantee the accuracy of information accessed through such links,, ccozdingly, - `~ ~: FTA Master Agreement MA(15), 10-1-2008 70" r. ~ . .. the Recipient agrees that information obtained through any electronic link within this Master Agreement does not represent an official version of a Federal law, regulation, or directive, and might be inaccurate. Thus, information obtained through such links is neither incorporated by reference nor made part of this Master Agreement. The Federal Register and the Code of Federal Regulations are the official sources for regulatory information pertaining to the Federal Government. Section 57. Severability. The Recipient agrees that if any provision of the Grant Agreement or Cooperative Agreement for the Project, or this Master Agreement is determined invalid, the remainder of that Agreement shall not be affected if that remainder would continue to conform to the requirements of applicable Federal laws or regulations. ',~u ;F,~ .J ~'`~s~ K, FTA Master Agreement MA(15), 10-1-2008 ^j 1 ~ j "h . ~ I ~~ ~ . .~".~.....~w^, o July 8, 2009 CITY OF TUCSON OFFICE of TxE Jocelyn Bronson, Town Clerk CITY CLERK Town of Marana 11555 W. Civic Center Drive Marana, AZ 85653 Subject: Intergovernmental Agreement with the Town of Marana for a Federal Transit Administration Grant Please find the following documents attached: 1. One copy of recorded Resolution 21270 2. One copy of recorded Intergovernmental Agreement (Exhibit A to Resolution 21270 City of Tucson Contract Number 16203) 3. One original Intergovernmental Agreement (Exhibit A to Resolution 21270 City of Tucson Contract Number 16203) The above are forwarded to your office for your files. If you have any questions please contact Carrie Fairchild, of my staff, at 791-4213. Thank you for your cooperation in this matter. Sincerely, Roger W. Randolp City Clerk RWR:SM:dsc R212701tr cc: John Zukas, Transit Service Coordinator, Tucson Department of Transportation P.O. BOX 27210 • TUCSON, AZ 85726-7210 (520) 791-4213 • FAX (520) 791-4017 TTY (520) 791-2639 www. cityoftucson. org