HomeMy WebLinkAbout2012/11/20 Item 14CITY COUNCIL
AGENDA STATEMENT
~~ CITY OF
CI-IULA VISTA
11/20/12, Item
ITEM TITLE: RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA
VISTA APPROVING SECOND AMENDMENT TO AGREEMENT
BETWEEN THE CITY OF CHULA VISTA AND THE SAN DIEGO
METROPOLITAN TRANSIT DEVELOPMENT BOARD FOR THE
FOR THE ACQUISITION AND LEASE OF COMPRESSED
NATURAL GAS BUSES
SUBMITTED BY: DIRECTOR OF PUBLIC WORKS '
REVIEWED BY: CITY MANAGER STgt -n '
ASSISTANT CITY M AGER S f~
4/STHS VOTE: YES ^ NO
SUMMARY
On January 12, 1999, by Resolution 19333, and September 21, 1999, by Resolution 19611,
Council approved agreements between the City of Chula Vista and the Metropolitan Transit
Development Board (MTDB), hereon referred as the San Diego Metropolitan Transit System
(MTS), to purchase 25 compressed natural gas buses as part of regional bus procurement
administered by MTS. At that time the City exchanged $6,695,000 of City Transportation
Development Act (TDA) funds for Federal Transportation Administration capital funds. The bus
order consisted of one order of 15 buses and another of 10 buses with the City contributing
$4,995,000 and $1,700,000 of TDA funds respectively. Ownership of the buses was retained by
MTS for two main reasons: MTS was the designated recipient for federal transit funds in this
region; and MTS would be responsible for the federal requirements pertaining to the project.
Ownership was to be retained for a period of 12 years and buses leased back to the City for $1
per bus per yeaz. At the end of the 12 years the City would have the option to extend the lease or
purchase the buses for $1 per bus if the market value of the buses was less than $5,000 each.
The bus procurement for the Chula Vista Transit bus fleet was distinctive because it was the first
project in the MTS area involving a local bus operator that proposed to use a regional
approached for bus procurement financing and standardization of bus specifications. The City
has always demonstrated a cooperative approach with MTS to maximize the effectiveness of
public transit funds. In 2006 the City continued this approach by partnering with MTS to
procure transit services. Overall, the City has benefited from this partnership; for MTS has
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11/20/]2, Item j ~`
Page 2 of 3
continued to use federal funds to support capital projects i.e. CNG buses, equipment and
infrastructure.
ENVIRONMENTAL REVIEW
The Envirpnmental Review Coordinator has reviewed the proposed activity for compliance with
the California Environmental Quality Act (CEQA) and has determined that the activity is not a
"Project" as defined under Section 15378 of the State CEQA Guidelines because the proposed
action involves continuing administrative/maintenance activities by the City of Chula Vista.
Therefore, pursuant to Section 15060(c)(3) of the State CEQA Guidelines the activity is not
subject to CEQA. Thus, no environmental review is necessary.
RECOMMENDATION
Council adopt resolution amending Agreement between the City and MTS.
BOARDS/COMMISSION RECOMMENDATION
Not applicable.
DISCUSSION
Transit staff recommends amending the original agreement, for administratively is it more
efficient to continue with the lease until buses are replaced. MTS would continue to be the
responsible agency for the federal requirements while the buses are still in active service. Once
the buses' useful-life ends and are retired by MTS all federal requirements would cease;
consequently, it would be more appropriate for the City to make a decision at that time based on
the amended agreement. The amendment also modifies the "Notice" section by updating the
authorized representative titles and agency names. The City would give consent to their
authorized representative to acquire one or more of the buses from MTS for the purchase price of
one dollar ($1.00) per bus. The buses would then be sold via the auction services vendor under
contract to the City, at the time of disposal. The amending of the agreement would continue the
effectiveness of this project until its successful conclusion. Additionally, replacement of the
buses is scheduled by 2016.
DECISION MAKER CONFLICT
Staff has reviewed the decision contemplated by this action and has determined that it is not site
specific and consequently the 500 foot rule found in California Code of Regulations section
18704.2(a)(1) is not applicable to this decision. Staff is not independently awaze, nor has staff
been informed by any City Councilmember, of any other fact that may constitute a basis for a
decision maker conflict of interest in this matter.
CURRENT YEAR FISCAL IMPACT
There is no fiscal impact to the General Fund. There is the potential expenditure of City Transit
funds in the amount of $25.00.
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1 ] /20/ 12, Item ~ ~E
Page 3 of 3
ONGOING FISCAL IMPACT
There is no ongoing fiscal impact to the Transit Fund.
ATTACHMENTS
Attachment 1. Resolution 19333 and 796] 1
Attachment 2. Agreement for Transfer and Exchaf~ge of Federal Funds for Local Funds for the
Acquisition and Lease of Buses
Exhibit A. 2"d Amendment to Agreement for Transfer and Exchange of Federal Funds for
Loca] Fw~ds for the Acquisition and Lease of Buses
Prepared bp: And~•Tnjillo-Transit Mannger, DepmTnaen[ojPublic 4Vw'ks-7ransil Dii~ision
H:APUBLIC WORKS- ENGAAGEN DAACAS2012VI I-20-12VAeenda Statement- 6ry-MTS Amendment or bus Lease.Aoc
14-3
ATTACHMENT
RESOLUTION NO. 19333
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA
VISTA APPROVING FUND TRANSFER AGREEMENT BETWEEN
THE CITY OF CHULA VISTA AND THE METROPOLITAN
TRANSIT DEVELOPMENT BOARD (MTDB) FOR THE
ACQUISITION OF FIFTEEN COMPRESSED NATURAL GAS BUSES
AND AUTHORIZING THE TRANSFER AND REPROGRAMMING OF
FUNDS
WHEREAS, at its meeting on September 22, 1998, Council accepted a report
comparing diesel and compressed natural gas (CNGI buses for the Chula Vista Transit (CVTI
fleet, and authorized staff to purchase fifteen CNG buses as part of a regional bus
procurement administered by MTDB; and
WHEREAS, the MTDB has a policy fl'olicy 18, Section 18.1 .6) that encourages capital
procurement for local transit system operators by exchanging Transportation Development Act
(TDA) funds for federal capital funds; and
WHEREAS, the total cost of the fifteen CVT buses is 54,995,000, or 5333,000 per
bus with the CVT project funded by the following components: an exchange of 52,228,000
in Chula Vista TDA 4.0 funds for 52,226,000 federal Section 5307 funds; 52,000,000 in
Chula Vista TDA funds previously programmed for hydrogen fuel Fell buses; a;n additional
5687,000 in Chula Vista TDA funds; and 580,000 in Air Pollution Control District A62766
funds. The inclusion of the APCD funds of 580,000 lowers the total Chula Vista funding
commitment from 54,995,000 to 54,91 5,000, reducing the unit cost per bus to the City from
5333,000 to approximately S327,666.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Chula Vista
does hereby approve a Fund Transfer Agreement, a copy of which is on file in the office of
the City Clerk, between the City of Chula vista and the Metropolitan Transit Development
Board iMTDB) for the Acquisition of fifteen Compressed Natural Gas Buses.
BE IT FURTHER RESOLVED that the Mayor of the City of Chula Vista is hereby
authorized and directed to execute said Agreement for and on behalf of the City of Chula
Vista.
BE IT FURTHER RESOLVED that the transfer and reprograinining of S2,000,000 in City
of Chula Vista TDA funds from hydrogen fuel cell buses to six CNG buses is hereby
authorized.
Presented by
Approved as to form by
.~ r
~ ~ ~i
7 3~ .;~.~.!i-
Jo P. Lippitt M. Kaheny
Pu lic Works Director /~ ty Attorney
14-4
Resolution 19333
Page 2
PASSED, APPROVED, and ADOPTED by the City Council of the City of Chula Vista,
California, this 12'" day of January, 1999, by the following vote:
AYES: Councilmembers: Davis, Moot, Padilla, Salas and Horton
NAYS: Councilmembers: None
ABSENT: Councilmembers: None
ABSTAIN: Councilmembers: None
Shirley Horto ,Mayor
ATTEST:
Susan Bigelow, City Clerk
STATE OF CALIFORNIA
COUNTY OF SAN DIEGO
CITY OF CHULA VISTA
I, Susan Bigelow, City Clerk of Chula Vista, California, do hereby certify that the foregoing
Resolution No. 19333 was duly passed, approved, and adopted by the City Council at a
regular meeting of the Chula Vista City Council held on the 12`" day of January, 1999.
Executed this 1 2`" day of January, 1999.
~J ~ ~1 l ai C'L L r ILA
Susan Bigelow, City Clerk
14-5
RESOLUTION NO. l9b I 1
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHULA VI5TA APPROVING PURCHASE OF TEN
COMPRESSED NATURAL GAS (CNG) BUSES IN
CONJUNCTION WITH THE METROPOLITAN TRANSIT
DEVELOPMENT BOARD (MTDB)
WHEREAS, on January 12, 1999, Council approved an agreement between the City ofChula
Vista and the MTDB to purchase I S CNG buses for the CVT fleet which buses are part of a regional
bus purchase for various transit operators included in a Joint Bus Procurement Contract between
MTDB and New Flyer of America; and
WHEREAS, the contract contains an option to purchase up to 10 additional CNG buses for
CVT at the same cost as the I S buses, if the option is exercised by October 23, 1999; and
WHEREAS, MTDB proposes to exercise this option for 10 additional CNG buses, and also
to share 50 percent of the cost of these buses; and
WHEREAS, the total estimated cost of the 10 buses is $i.4 million, with the City's share
estimated at $1.7 million and MTDB has requested Council approval of this proposed option to
purchase the ] 0 buses.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Chula Vista
does hereby approve purchase of 10 Compressed Natural Gas Buses in conjunction with the
Metropolitan Transit Development Board on a cost share basis of 50 percent City of Chula Vista
Transportation Development Act (TDA) funds and 50 percent Federal funds contributed by MTDB.
Presented by
Approved as to form by
'~~,~ _ o i M. Kahe~
J n P. Lippit Y
Public Works Director rty Attorney
14-6
Resolution 19611
Page 2
PASSED, APPROVED, and ADOPTED by the City Council of the City of Chula Vista,
California, this 21" day of September, 1999, by the following vote:
AYES: Councilmembers. Davis, Moot, Padilla, Salas and Horton
NAYS: Councilmembers: None
ABSENT: Councilmembers: None
~~~~~
Shirley Hortr ,Mayor
ATTEST:
'~ e ~ A_,t_i ? G,~ fry. J
Susan Bigelow, City Clerk
STATE OF CALIFORNIA }
COUNTY OF SAN DLEGO )
CITY OF CHULA VISTA )
1, Susan Bigelow, City Clerk of Chula Vista, California, do hereby certify that the foregoing
Resolution No. 1961 l was duly passed, approved, and adopted by the City Council at a regular
meeting of the Chula Vista City Council held on the 21" day of September, 1999.
Executed this 21" day of September, 1999.
_"~ -I CLt ~d4'~~-tor-J
Susan Bigelow, City Clerk
14-7
,~TTAGHMEhlT ~ -
O n ~ ^ ~ A' J~ ~ MTDB DOC. N0. 60197.0-99
~( u 'v /-~ (CIP 4481
AGREEMENT FOR TRANSFER AND EXCHANGE OF FEDERAL FUNDS
FOR LOCAL FUNDS FOR THE ACQUISITION AND LEASE OF BUSES
This AGREEMENT FOR TRANSFER AND EXCHANGE OF FEDERAL FUNDS FOR LOCAL
FUND FOR THE ACQUISITION AND LEASE OF BUSES ("Agreement"), is entered into effective as
of 2~ /a 1999 ("Effective Date") by and between the SAN DIEGO METROPOLITAN
TRANSIT D VELOP ENT BOARD, a public agency ("MTDB"), and the CITY OF CHULA VISTA, a
chartered municipal corporation of the State of California ("City"), with reference to the following
facts:
RECITALS:
WHEREAS, City desires to purchase fifteen (15).new buses.("City Buses") in order to
upgrade the City's public transit system which serves the City and certain immediately surrounding
areas; and
WHEREAS, MTDB desires to utilize a portion of the City's Transportation Development Act
("TDA") funds in order to finance regional operations of transit facilities and systems; and
WHEREAS, MTDB has offered to purchase 15 of the City Buses on behalf of the City using
53.79 percent City TDA funds, 1.60 percent Air Pollution Control District/AB 2766 funds, and
44.60 percent federal funds. The federal funds would be exchanged with 52,228,000 in the City's
TDA funds; and 1~ 4?v~ ~,.~;~ ~, ~~
,~
WHEREAS, the parties have determined that the use of MTDB federal funds for the purchase
of the City Buses in exchange for City TDA funds will mutually serve MTDB's and the City's best
interests by maximizing the effective use of TDA funds for the benefit of transit operations in the
region; and
WHEREAS, MTDB has assured the Chy that, except as specifically provided in this
Agreement, MTDB's purchase of the City Buses on behalf of the City using federal funds will not
impose on the City any costs, obligations, or liabilities beyond those which the City would incur if it
purchased the City Buses itself using TDA funds; and
WHEREAS, MTDB has prepared, submitted, and received a federal grant application
("Grant Application") with the Federal Transit Administration ("FTA") requesting federal grant funds
to finance 44.60 percent of the costs for acquisition of the 15 City Buses ("Bus Acquisition Funds").
NOW, THEREFORE, in consideration of the above recitals and the obligations set forth herein,
MTDB and City agree as follows:
Federal Grant Application and Award Process ~ FEB 11 1999
1.1 MTDB has secured the award of the federal Bus Acqui$~ Funds. to the
event that the Bus Acquisition Funds are awarded, any related grant award, contract, or grant
conditions (collectively, "Federal Grant Requirements") other than those set forth in the federal
Master Agreement attached hereto as Exhibk A and incorporated by reference, shall be submitted to
the City for approval, such approval not to be unreasonably withheld or delayed. Except as
expressly provided in this Agreement, in no event shall the Federal Grant Requirements require the
14-8 /~~ /~~~
City to incur costs, staff time, or liabilities in connection with the acquisition or use of the City Buses
which exceed the cost, staff time, or liabilities. that the City would have incurred had the City
acquired the City Buses itself using 100 percent TDA funds. In the event that la) Bus Acquisition
Funds are not awarded, (b) the award is delayed such that the availability of Bus Acquisition Funds
by the date(s) for payment required in the "Bus Purchase Contract" (defined in Section 2.1 below) is
jeopardized, or (c) the City reasonably disapproves the federal grant requirements, City shall have the
right to terminate this Agreement without penalty pursuant to Section 5 hereof. A budget for the
project has been developed and is attached as Exhibit B.
2. Bus Acquisition, Transfer, and Lease
2.1 Upon full execution of this Agreement by the parties, City shall provide
MTDB in writing the final specifications for the City Buses; MTDB shall take all necessary and
appropriate steps to solicit competitive bids, enter into a contract for the purchase of the City Buses
("Bus Purchase .Contract"), and implement such contract and procure the City Buses. MTDB shall
submit the initial bid package and any material alterations thereto, including, without limitation, any
"requests for approved equals" to the City for City's prior approval. The solicitation, award, and
implementation of the Bus Purchase Contract shall be collectively referred to herein as the "Bus
Procurement." The Bus Purchase Contract shall be awarded (a) to the lowest responsive and
responsible bidder; Ib) in accordance with all applicable federal, state, and local laws, and regulations
and procedures, including, without limitation, existing MTDB competitive procurement practices; and
Ic) in such a manner as to assure the award of the Bus Purchase Contract to the selected vendor by
no later than January 1999 ("Required Contract Award Date"). In lieu of bidding, MTDB may enter
into an agreement with another transit agency to acquire the buses through that agency's
competitive procurement. City shall have prior approval rights, in its sole discretion, over any
Bus Purchase Contract which provides for delivery of the City Buses on a date later than the date
falling eighteen (181 months after the Required Contract Award Date.
2.2 MTDB shall be solely responsible for bearing all Bus Procurement costs other
than the City's 53.79 percent share of the project costs. City shall provide MTDB with any City
information reasonably requested by MTDB which is necessary to complete the Bus Procurement
process.
2.3 Upon award of the Bus Purchase Contract and City review and approval of the
payment schedule for the contract, City shall transfer to MTDB, or cause to be transferred to MTDB,
an amount of City TDA funds estimated at 54,915,000 for the City Buses under the Bus Purchase
Contract. In the event the City Buses are not purchased and the contract is terminated, MTDB shall
return all such TDA funds to the City.
2.4 Effective upon the delivery of the City Buses, MTDB shall la) promptly deliver
possession of the City Buses to the City, (b) assign any and all warranties related thereto to the City,
and (c) lease the City Buses to the City on the terms sat forth herein. The lease term shall be for a
period of twelve (12) years from the date of the delivery of the City Buses to the City. Rent shall be
S 1 per bus per year, payable annually in arrears. Subject to the provisions of Section 3 hereof, City
shall be responsible at its sole cost for all normal maintenance and upkeep of the City Buses during
the lease term. City shall have the option, in its sole discretion, at the end of the lease term to either
11) extend the lease, as the City may elect, on the same terms and conditions set forth above, or
(2) if the fair market value is less than 55,000 each, purchase one or more of the City Buses from
MTDB for the purchase price of S 1 per bus.
149 60197.0-99
3. Federal Requirements
The City and MTDB recognize that a variety of federal requirements apply to MTDB in
the use of federal funds to purchase the City buses. Certain of those federal requirements will
remain the responsibilky of MTDB throughout the life of the lease of the City Buses to the City.
Other requirements will flow through to the City. The following generally summarizes those
requirements and--the parties responsible for compliance with them. The federal Master Agreement
to which MTDB and the FTA are parties is attached hereto (Exhibh A) and incorporated by reference.
City and MTDB agree to meet and confer in good faith to minimize any costs related to these
requirements. In the event that the City is incurring significant ongoing expenses in complying with
the requirements in this Section 3, MTDB agrees to meet and confer in good faith to consider the
reimbursement to the City of some or all of those costs.
3.1 Ownership. MTDB at all times will retain ownership of the vehicles for a period
of 12 years. City shall have the option at any time after the federal minimum normal service life
112 years or 500,000 miles for standard buses and a fair market value under 55,000) to purchase
each vehicle for S1.
3.2 Decrease in Service. In the event that the City decreases peak-hour service,
decreasing the number of vehicles needed, City shall consult with MTDB to ensure that the leased
vehicles will be appropriately used for public transit services.
3.3 Senior and Disabled Fares. MTDB will maintain a regional fare structure
providing for senior and disabled fares as set forth in the Uniform Regional Fare Structure Agreement
between MTDB and area operators, including the City.
3.4 Public Comment Process. City and MTDB shall utilize a process to solicit and
consider public comment before raising fares or carrying out major reductions in transportation.
MTDB shall continue to utilize its process for the establishment and modification of the regional fare
structure. The City shall solicit and consider public comment before raising local fares or
implementing major reductions in transportation services.
3.5 Compliance with Competitive Procurement Requirements. MTDB shall procure
the vehicles in compliance with all federal requirements for competitive procurement. The City will
have no obligation with regard to such requirements, though the City shall participate with MTDB in
the development of appropriate plans and specifications for the vehicles to meet the City's needs.
3.6 Charter Bus Service. Neither the City nor MTDB shall provide charter bus
transportation service outside the urban area in which it provides regular scheduled mass
transportation services using the federally funded buses.
3.7 School Bus Service. Neither the City nor MTDB shall provide exclusive school
bus service except as specifically allowed by federal law using the federally funded buses.
3.8 Debarment and Suspension. MTDB and the City shall each execute and cause
their contractors to execute debarment and suspension certificates stating they have not been
disqualified from doing business with the federal government.
140 60197.0-99
3.9 Notification of Changed Conditions. MTDB is obligated to notify the federal
government of any change in conditions, including changes in local law or litigation which would
affect performance of the project, i.e., utilization of the City Buses for mass transh services. City
agrees that, in the event such circumstances occur, it will notify MTDB. The parties agree to meet
and confer in good faith to ensure the continued use of the vehicles for the purposes intended.
3.10 MTDB as Grantee. MTDB specifically will be required to ensure compliance
with the requirements of 49 USC, Section 53313 [previously known as Section 13(c)] of the Federal
Transit Act to protect certain rights of mass transit employees from adveBe effects which may
result from a federal project. As grant recipient, MTDB will be required by the Department of Labor
to enter into a 13(c) agreement with any union that represents mass transit employees in the service
area of the project. The 131c) agreement will set forth MTDB obligations vis-~-vis mass transh
employees who are affected by the project. MTDB currently has entered into agreements with
affected employees. MTDB will assume all 13(c) obligations and indemnify the City for any 131c)
liability in accordance with Section 4.1. The Cky agrees to cooperate with MTDB in the processing
of any 131c) claims by providing such necessary information relating to wages and benefits. The
Department of Labor has issued a final certification for this FTA grant approving MTDB's
agreements/arrangements with the labor organizations.
3.11 Americans with Disabilities Act. MTDB and the City agree to both comply with
the Americans with Disabilities Act (ADA) in the provision of services utilizing these vehicles. MTDB
will ensure that the vehicles meet accessibility requirements through its procurement. The City will
ensure that the vehicles are used in a manner compliant with the ADA in the provision of mass
transportation services.
3.12 Paratransit Services. MTDB and the City agree to continue to provide
ADA-compliant complementary paratransit services under the agreements currently in effect or as
modified in the future by the City and MTDB by mutual agreement.
3.13 Drug and Alcohol Testing. City agrees to provide drug and alcohol testing of
all its drivers as required by the Federal Highway Administration.
3.14 Equipment Management and Maintenance. MTDB and the City agree that the
City shall maintain the vehicles in good operating order for purposes for which they were intended.
City agrees to make all maintenance records available to MTDB.
3.15 Insurance. City shall Maintain sufficient insurance or aself-insurance program
approved by MTDB to cover all casualty losses and ensure the repair or replacement of federal
vehicles. MTDB hereby approves the City's insurance program and requirements imposed on
San Diego Transit Corporation in its May 11, 1993, agreement for subsequent future operating
agreementsl. In the event a vehicle is not replaced or repaired, City agrees to transfer any insurance
proceeds received to MTDB for remitting the federal share to the FTA.
3.16 Equal Employment Opportunity. City and MTDB agree that no person, on the
grounds of race, color, creed, national origin, sex, age, or disability, will be excluded from
participation in, denied the benefits of, or be subject to discrimination of employment under the
program of mass transit services utilizing these vehicles.
3.17 Title VI, Nondiscrimination Requirements. MTDB and the City agree that the
mass transit services utilizing these vehicles shall be provided in a nondiscriminatory manner. MTDB
agrees to provide the necessary Title VI reporting to the federal government. The City agrees to
provide such technical assistance and information as necessary for the development of that report.
14_41 1 80197.0-99
3.18 Maintenance Inspections. The City shall maintain, or cause to be maintained,
the City Buses at a high level of cleanliness, safety, and mechanical soundness under maintenance
procedures currently in effect for City-owned vehicles under its current contract with San Diego
Transit Corporation. MTDB and the FTA shall have the right to conduct periodic maintenance
inspections for the purpose of confirming the existence, condition, and proper maintenance of the
project equipment,
3.19 Records. MTDB and the City shall maintain full and accurate copies of records
of costs expended with regard to all matters covered by this Agreement. All such material and data
shall be kept available at their respective offices at reasonable times for five years from the date of
final payment. MTDB shall maintain the overall set of records for the Bus Purchase Contract and the
Federal Grant Requirements. MTDB shall keep those records for five (5) years from the date of the
City Buses' delivery day to permit inspection and/or audit by the state and federal government or any
authorized representative thereof.
4. Representations, Warranties, and Indemnities
4.1 MTDB represents, warrants, acknowledges, and agrees that, to the best of its
knowledge, after due inquiry (a) the transfer and use of the Bus Acquisition Funds and TDA funds,
and the parties' other obligations contemplated by this Agreement, comply with all applicable
federal, state, and MTDB laws, regulations, and policies; (b) Section 131c) of the Federal Transit Act,
and its successor codification at 49 USC, Section 5333(b) 131c) ("131c) Requirements"1, shall not
apply to the City in its use and operation of the City Buses acquired by MTDB as contemplated
hereunder; and Ic) except as expressly provided herein to the contrary, MTDB shall, and can legally,
at its sole cost, be responsible for compliance with all applicable federal, state, and MTDB laws,
regulations, and policies, including, without limitation, the 13(cl Requirements and the Federal Grant
Requirements.
4.2 MTDB agrees to indemnify, protect, defend, and hold harmless the City, its
City Council members, officers, employees, and agents from and against any and all damages,
liabilities, losses, payments, costs, expenses, or expendtures, including, without limitation,
attorney's fees and court costs (collectively "Losses") incurred thereby resulting, directly or
indirectly, from lal the failure or invalidity of any of the representations or warranties contained in
Section 4.1 hereof, or Ib1 the performance by MTDB or the City of their respective obligations under
this Agreement, provided, however, that any Losses caused by the active negligence or willful
misconduct of the City shall be excluded from this indemnity obligation.
4.3 City represents and warrants that it has full power and authority to enter into
this Agreement under the City Charter and applicable local purchasing rules and regulations.
4.4 City agrees to indemnify, protect, defend, and hold harmless MTDB,
MTD Board members, officers, employees, and agents from and against any and all damages,
liabilities, losses, payments, costs, expenses or expenditures, including, without limitation,
attorney's fees and court costs (collectively "Losses") incurred thereby resulting, directly or
indirectly, from the failure or invalidity of any of the representations or warranties contained in
Section 4.3 hereof, provided, however, that any Losses caused by the active negligence or willful
misconduct of MTDB shall be excluded from this indemnity obligation.
1 4-~2 60197.0-99
5. City Termination Rights
If the Bus Purchase Contract will not be awarded by the Required Contract Award
Date, then, upon fifteen (15) days written notice to MTDB, City shall have the right to terminate this
Agreement, without penalty, and neither party shall have any further obligations hereunder.
6. Term
The term of this Agreement will be for so long as either parry has any remaining
executory obligations hereunder.
7. Dispute Resolution
In the event of a dispute hereunder, each party agrees to meet and confer with the
other in a good faith effort to resolve same. In the event the parties are unable to reach a resolution
of their dispute after good faith efforts, the parties agree to submit the matter to nonbinding
arbitration in San Diego County, such arbitration to be conducted in accordance with the rules and
procedures of the American Arbitration Association. If the matter is not resolved in arbitration, or if
the parties otherwise agree, either party may pursue any and all other legal or equitable remedies
available to enforce their rights hereunder, provided, however, in the event of litigation, each party
hereby waives any and all right to a trial by jury.
8. Attorneys' Fees
If either party commences legal proceedings for any relief against the other parry
arising out of this Agreement, the prevailing party shall have the right to recover from the other its
legal costs and expenses, including, but not limited to, reasonable attorneys' fees and costs.
9. Computation of Time Periods
All periods of time referred to in this Agreement shall include all Saturdays, Sundays,
and state or national holidays, unless the period of time specifies business days, provided that if the
date or last date to perform any act or give any notice or approval shall fall on a Saturday, Sunday,
or state or national holiday, such act or notice may be timely performed or given on the next
succeeding day which is not a Saturday, Sunday, or state or national holiday.
10. Entire Agreement
This Agreement, together with all exhibits attached hereto and other agreements
expressly referred to herein, constitutes the entire agreement between the parties with respect to
the subject matter hereof. All prior or contemporaneous agreements, understandings,
representations, warranties, and statements, oral or written, are superseded.
11. Exhibits
reference.
All exhibits referred to herein are attached hereto and incorporated herein by
14-~J3 80197.0-99
12. Further Assurances
The parties agree to pertorm such further acts and to execute and deliver such
additional documents and instruments as may be reasonably required in order to carry out the
provisions of this Agreement and the intentions of the parties.
13. Governing Law
This Agreement shall be governed, interpreted, construed, and enforced in accordance
with the laws of the State of California.
14. Headings
The captions and paragraph headings used in this Agreement are inserted for
convenience of reference only and are not intended to define, limit, or affect the construction or
interpretation of any term or provision hereof.
15. Modification, Waiver
No modification, waiver, amendment, or discharge of this Agreement shall be valid
unless the same is in writing and signed by authorized representatives of both Chy and MTDB.
16. Notice
Notice to either party shall be in writing and either personally delivered, faxed, or sent
by express delivery or certified mail, postage prepaid, return receipt requested, addressed to the
party to be notified at the address specified herein. Any such notice shall be deemed received on
the date of personal delivery to the party (or such party's authorized representative) or five (5)
business days after deposit in the U.S. Mail, as the case may be.
City Address for Notice:
City of Chula Vista
Attn: Transit Coordinator
276 Fourth Avenue
Chula Vista, CA 91910
MTDB Address for Notice:
MTDB
Attn: General Manager
1255 Imperial Avenue, Suite 1000, MS 58
San Diego, CA 92101
Either party may change its address for notice by delivering written notice to the other
party as provided herein.
17. Time
Time is of the essence for each provision of this Agreement.
(NEXT PAGE IS SIGNATURE PAGE)
14 =174 80197.0-99
SIGNATURE PAGE TO:
AGREEMENT FOR TRANSFER AND EXCHANGE OF FEDERAL FUNDS
FOR LOCAL FUNDS FOR THE ACQUISITION OF BUSES
Effective Date: .-d9~/kda~ /•2 , 1999
IN WITNESS THEREOF, the authorized representatives of both parties have executed this
Agreement on the date specified above.
CITY OF CHULA VISTA
METROPOLITAN TRANSIT
DEVELOPMENT BOARD
Shirley Horto Mayor
/~
L~~
Thomas F. Larwin, General Manager
Attest: ~ 1.1 ~ , 1~,~~
City Clerk
Approved as to form:
Jo . Kaheny, Cit i ey
SStroh/KYarno
Approved as to form:
~_
Jack Limber, General Counsel
AGR-CHVSTA.JLIMBE
1 Z/16/98
Attachment: Exhibit A, Federal Grant Agreement
Exhibit B, Budget and Schedule
14_815. 80197.0-99
..'
t
EXHIBIT A
UNITED STATES OF AMERICA
DEPARTMENT OF TRANSPORTATION
FEDERAL TRANSIT ADMINISTRATION
GRANT AGREEMENT
(FTA G-3, October 1, 1998)
Upon execution by the Grantee named below, the U.S. Department of Transportation, Federei
Transit Administration (Federal Government or FTA) and the Grantee have entered into this
Grant Agreement This Grant Agreement rovers the Project described below. in addition, the
following documents are incorporated by reference and made part of this Grant Agreement
(1) "Federal Transit Administretlon Master Agreement," FTA MA(3), October 1, 1996; and (2)
Any Award notification containing spedal conditions or requirements, if issued.
THE FEDERAL GOVERNMENT MAY WITHDRAW ITS OBLIGATION TO PROVIDE
FINANCIAL ASSISTANCE IF THE GRANTEE DOES NOT EXECUTE THIS GRANT
AGREEMENT WITHIN 90 DAYS AFTER AWARD.
FTA AWARD
FTA hereby awards a Federal grant as follows:
Proied Number. CA-90-X793-01
ntee: Metropolitan Transit Development Board
Qesianated Reaoient San Diego Association of Governments
Citation of Statute(sl Authorizing roiect 49 U.S.C. § 5307
Estimated Project Cost FIFTY FOUR MILLION, THREE HUNDRED THOUSAND, EIGHT
HUNDRED DOLLARS ($54,300,800)
Maximum Federal Funds Approved: TWENTY FNE MILLION, FNE HUNDRED TWENTY
THREE THOUSAND, NINE HUNDRED SIXTY SEVEN DOLLARS ($25,523,967)
Amount of This Federal Assistance Award: FNE MILLION, NINE HUNDRED TWENTY FOUR
THOUSAND, FOUR HUNDRED SEVENTY ONE DOLLARS ($5,924,471)
Maximum Peroentaae(sl of Federei Partiaoation:
80% Capital; 50% Operating; 88.53% CMAQ.
Project Description: See Approved Project Budget
rSEP ~ ~ 1;' '
i=
Obligation Date egional Ad istretor
CA-90-x793-01 AllG 2 5 1~
APPROVAL DATB APPROVBD PROJECT BDDGET
09/18/97
GRANTBB: !OT'PROIIOLSTAN TRBESIT DEVELOPMENT BOARD
SAN DI800, CALIFORNIA
GRANT NO.: G-90-2793-01 SODGBT NO.: 02
SCCFE
111-20 SIIS -
ROLLING STOCR ......................$
QIIliNTI17: 11
11.12.01 PDRCNASS RSPLACSMSNT BIISBS $
QDANTZTY: 9
11.12.11 SOPPORT VEHICL83 $
Q~INPZTY: 2
11.12.40 CATALYTIC REPAIR KITS $
11.12.40 TRANSMISSION R88IIILDS $
11.12.40 BNGINB R88IIILDS $
11.12.40 CNG FOSL TANKS $
11.12.40 BIIS SHCIIRITY CAMERAS $
BCGPE
111-60 SIIS -
BALLING STOCK ................
......$
11.16.01 805 LBASS PAYMENT $
(COPS)
11.16.07 S.V. SBUIRZB CAPITAL COSTS $
SCGFE
111-70 BIIS -
ROLLING STOCK ................
......$
11.17.00 BIIS OVHRHAIIL $
SCOPE
113-40 SIIS -
STATION/STOPS/TER2IINALS......
......$
aS~LTZ
11.34.20
BIIS STOP SIGNS AND TMP3.
$
~C4PS
114-20 BIIS SIIPPORT 8¢QiP/FACILITISS .......
......$
11.42.05 RMD TANK~INSTALLATION $
11.42.05 BIIS NASHHR $
11.42.05 LAD TANK REMOVAL $
11.42.06 MISCSLLAN80IIS SQIIIPMBNT 5
11.42.06 OPACITY MTCtBRS $
11.42.08 SOPTiPARB IIPGRAD83 $
2,626,400
IIAGH 1
T4T81~81`~Lr
$ 3,283,000
1,760,000 $ 2,200,000
48,000 $ 60,000
60,000 $ 75,000
290,400 $ 363,000
160,000 $ 200,000
8,000 $ 10,000
300,000 $ 375,000
2,785,500 $ 3,481,875
2,747,000 $ 3,433,750
38,500 $ 48,125
1,064,800 $ 1,331,000
1,064,800 $ 1,331,000
32,000 $ 40,000
32,000 $ 40,000
1,357,800 $ 1,697,250
160,000 $ 200,000
120,000 $ 150,000
960,000 $ 1,200,000
40,000 $ 50,000
10,800 $ 13,500
67,000 $ 83,750
14-17
APPROVAL DATB APPROVBD PROJBCT HODGBT PAGE 2
09/18/97
GRANT88: fOZTROPOLI4AN TRANSIT D8V8LOPIOOiT HOARD
SAN DI8G0, CALIFORNIA
GRANT NO.: CA-90-2793-01 SDDGBT NO.: 02
FB
SCOPE
114-40 BIIS SIIPPORT 8¢DZP/FACILITZSS .............$ DHRAL A6IDLINf
884,000
$
1,105,000
11.12.20 PACILITY S 772,000 $ 965,000
11.44.02 SHffi- SIIILDING PROJHCTS $ 12,000 S 15,000
11.44.02 S81II+ ROOF REPAIR $ 100,000 S 125,000
SCOpB
116-20 BIIS-SIGNAL 4 CCD4I SQIIIPNSNT .............
.$
281,200
S
351,500
a~~
11.62.01
SODTFI LINE GRADE RING CONTROLS
$
80,000
S
100,000
11.62.03 SEC. DISPATCH RADIO CONSOLS $ 8,800 S 11,000
11.62.03 NpW RADZO CtiANtQSL $ 92,400 $ 115,500
11.62.20 SDTC TBLH ATIS RETROFIT $ 100,000 $ 125,000
a~
121-20 RAIL
- R8V8ti08 ROLLING STOCK ............
.$
1,276,000
$
1,595,000
12.12.40 LRV TIR88 $ 432,000 $ 540,000
12.12.40 LRV ARTICIILATBD SEESAWS $ 160,000 $ 200,000
12.12:40 LRV COIIPLHR/DISCONNSCT $ 560,000 $ 700,000
12.12.40 LRV 8AITBRIBS $ 124,000 $ 155,000
a~~g
121-40 RAIL
- RBVSNOB ROLLING STOCK....~........
.$
60,000
$
75,000
QIIANTITf[: 2
~~.~
12.14.20
LRV REPAINT
S
60,000
S
75,000
4IIANTITR: 2
~cQ~i
121-70 RAIL
- RSV8NO8 ROLLING STDCK ............
.$
680,200
.$
850,250
~~~
12.17.00
VSNICLB pVSRHAIIL
$
680,200
S
850,250
SCOPE
122-20 RAIL
- TRANSIT WAY/LIN85 ................
.$
40,000
$
50,000
12.22.20 DOWN GUY ANCHOR RBPLAC8I~IQ'P $ 40,000 $ 50,000
14-18
APPROVAL DATE
09/18/97
APPROVED PROJECT HODfiET
FAGS 3
fiRANT88: lRTROPOLITAN TR11lSSZT DSVELOPI®TT HOARD
SAN DIBGOr CALIFORNIA
GRANT NO.: G-90-=793.01 SS]DGST NO.: 02
FS DSRAL AEE]a1Pr ~~
SCOPE
122-40 RAIL.
- TRANSIT SPAY/LINBS ................
.$
1,372,000
S
1,715,000
13.24.03 RAIL/CORNS R8NA8ZLITATION $ 400,000 $ 500,000
12.24.03 300TH LINE CR0330VHRS $ 180,000 $ 225,000
12.24.03 DRAINAGiB/8N$ANK IBS. $ 44,000 $ 55,000
12.24.03 SY DRAINAG8/RAIL RSNAB. S 280,000 S 350.000
12.24.03 CORVB STRAIGHTHNIIPG 5 228,000 S 285,000
12.24.03 VINE STRSHT GRADS RING. S 240,000 S 300,000
SCOPE
123-20 RAIL
- STATION/STOPS TSRffiNALS..........
.$
177,500
$
221,875
12.32.07 LRT STATION SURVSILLANCB $ 89,500 $ 111,875
SSSTBNS
12.32.10 STATION SHBLTSR RSPLACS $ 88,000 $ 110,000
$~
123-40 RAIL
- STATION/STOPS TSRMZNALS..........
.$
588,000
$
735,000
12.34.02 LRT STATION/PARKING IBS. S 100,000 S 125,000
12.34.06 i7PGRADB TVIPS $ 464,000 $ 580,000
12.34.08 tJP(PRADB TROLLEY STATION SIGNS $ 24,000 $ 30,000
SCOPE
124-20 RAIL SDPPORT BQIIIP/FACZLITZ83...........
.$
1,332,000
$
1,665,000
ACTIPZT7[
12.42.07
SOPTSPARH AND SS71StD10-R8
S
120, 000
$
150, 000
12.42.09 LRV PASSSNGBR INTBRCOR4' S 720,000 S 900,000
12.42.20 CATENARY OVSRFDLAD N8A SYS. $ 8,000- $ 10,000
12.42.20 SPOOR CHIPPSR $ 28,000 $ 35,000
12.42.20 OFFICE EQi02PN8NT $ 60,000 $ 75,000
12.42.20 ffiSCBIS.ANBOIIS OPERATION $ BO,000 $ 100,000
CAPITAL
12.42.20 TVM BQQIRDIBNT SNNANCBDffiPT $ 40,000 $ 50,000
12.42.20 LRV SPNSSLCNAIR LIFT RETROFIT $ 276,000 $ 345,000
8C4€i
125-40 RAIL BLBCTRIFCATION/POWBR DIST...•••.....
.$ .
..:350,000
$.
475,000
~T~C
12.54.03
SDBSTATZON TRAN3P. RSD3IIILD
$
100,000
$
125,000
12.54.20 SOBSTATION CAT. LSO SSPZTCFD3S $ 280,000 $ 350,000
14-19
APPROVAL RATS APPROVED PAOJSCT BUDGET
09/18/97
GRANTEB: MTAOPOLZTAN TRANSIT DEVELOPIOQTT HOARD
SAN DIBGO, CALIFORNIA
GRANT NO.: G-90•Z793-O1 BUDGBT NO.: 02
3CDIIE
137-50 N8i9 START-OTHER CAPITAL ITEMS............$
13.75.91 ffiSSION VALLEY fiAST R/iP $
(COQ)
TOTAL GPITAL ...................................$
SCOpg
300-90 OPERATING ASSZSTANCH .....................$
30.09.00 SDTC OPBRATZNG ASSISTANCE FOR $
THB PERIOD 7/1/96 THRU 6/30/97
30.09.00 RAIL TRANSIT OPSRATZONS (CND-Q) S
30.09.00 SORRSNTO VALLEY SHUTTLE $
OPERATIONS (C14AQ)
30.09.00 RAIL TRANSIT OPBRAT'ION3 (C14TIQ) $
8RD9! 7/1/96 THAU 6/30/98
30.09.00 SORRBNTO VALLEY SHOTTLS $
OPERATIONS (C~WQ)
SCOPE
411-30 PLANIQING-TECH CLASSIFIGTIONS............$
41.13.01 1-15 CORRIDOR STUDY $
TOTAL ..........................................8
BSTZMAT80 NST PROJECT COST
F®BRAL SH71R8
LOCAL SHARE '
SOURC88 OP PSDERAL PZNANCI'AL ASSISTANCE
FONDING IIZ71: 060190 BQliD1NG DG 1TAIOI: S11N DIEQO, G
PAGE 4
FBDSRAL AM]OAT
2,762,136
$
3,120,000
2,762,136 $ 3,120,000
17,699,536 S 21,791,750
7,688,431 $ 32,339,050
2,370,096 S 26,332,000
1,645,000 $ 1,858,000
511,000 $ 577,000
3,110,263 $ 3,513,231
52,072 $ 58,819
ACCOUNTING PRHVIOUSLY
CLASSIF TION ~ p,$SCRIPTiON APPROVHD
97.61.90.A2.2 09 PY 1997, SBC 9K $ 0 $
MULTIPLE T'YP83
97.61.90.AZ.2 09 FY 1997, SSC 9K $ 2,156,000 $
MOLTIPLS TYP83
9' X1.90.91.1 OO FY 1997, SBC 9 $ 13,951,121 $
CAFITAL
9 0.91.1 02 FY 1997, S8C 9 $ 136,000 $
PL~~ 14-20
136,000 $ 170,000
136,000 S 170,000
25,523,967 $ 51,300.800
$ 54,300,800
S 25,523,967
S 28,776,833
AffiNDMBB'P
A@DUN'P !,
5,924,471 $ 5,924,471
0 $ 2,156,000
0 S 13,9° `l
0 $ .
APPROVAL DATE APPROIRD PROJiCT BDDGHT
09/18/97
GRANTBB: 1QTROPOLZTAN TRANSIT DHVHLOPl03NT HOARD
SAN DI8G0, CALZFOR2ZZA
GRANT NO.: G-90-2793-01 BDDGBT NO.: 02
ACCOQNTING PRBVIOIISLY
CLASSIFICATION ~ DSSCRIPTION APPROVBD
97.21.90.91.1 04 FY 1997, SSC 9 $ 2,370,096 $
OPSRATINfi
96.21.90.91.1 00 FY 1996, S8C 9 $ 986,279 $
CAPITAL'
SDB TOTAL: $ 19,599,496 $
A~t~NT
Ab%K1NT
0
$
0 $
PAGE 5
~~
2,370,096
986,279
5,924,471 $ 25,523,967
14-21
U.S.DEPARTMENT OF TRANSPORTATION
FEDERAL TRANSIT ADMINISTRATION
SUPPLEMENTAL AGREEMENT
(Attachment to FTA G-3, October 1, 1996)
The Federal Transit Administration is required by 49 U.S.C. § 5307 to enter into a formal
agreement with the Designated Recipient for projects the Designated Recipient does not carry out
directly. The Grantee under this Grant Agreement is not the Designated Recipient. Therefore,
the Designated Recipient, in accordance with 49 U.S.C. § 5307, hereby agrees to permit the
Grantee under this Grant Agreement to receive and dispense the Federal assistance funds
descnibed in this Grant Agreement. The Designated Recipient further agrees that the Grantee
shall assume all responsibilities set forth in this Grant Agreement.
The Federal Government and the Grantee under this Grant Agreement hereby agree that the
Designated Recipient is not in any manner subject to or responsible for the terms and conditions
of this Grant Agreement and is a party to this Grant Agreement only to assign the right to receive
and dispense Federal funds to the Grantee as described above.
L
Au tined Offs '
Federal Transit Admtnistration
5EP 1 819~T
Date
9~isf 97
Date
~. ~~„
Authorized O>~cial
Grantee
November 10. 1997
Date
14-22
Designated Recipient
EXECUTION OF GRANT AGREEMENT
This Grant Agreement may be simultaneously executed in several counterparts, each of which
shall be deemed to be an original having identical legal effect. ARer the FTA Authorized Official
has signed this Grant Agreement, the Grantee should then execute this Grant Agreement.
The Grantee, by executing this Grant Agreement, ratifies and adopts all statements,
representations, warranties, covenants, and materials submitted by it; consents to the Federal
Government's grant award; and agrees to all terms and conditions of this Grant Agreement.
Executed this 10th day of November 19 97 .
Deborah Guar Thomas F. 7-A*z*~*+
Clerk of the Board General Manager
San Diego Metropolitan San Diego Metropolitan
Transit Develovment Board Transit Development Board
TITLE AND ORGANIZATION TITLE AND ORGANIZATION
14-23
UNITED STATES OF AMERICA
DEPARTMENT OF TRANSPORTATION
FEDERAL TRANSIT ADMINISTRATION
MASTER AGREEMENT
For Transit Projects financed under Federal transit legislation codified at
49 U.S.C. §§ 5301 et gem.; under Title 23, U.S.C. (Highways); or under other provisions of
the Intermodal Surface Transportation Efficiency Act of 1991, as amended
FTA MA(3)
October 1,1996
14-24
TABLE OF CONTENTS
Section is .. DeSnidons ...................................................................................................... 1
Section 2. Project Implementation ................................................................................... 3
a. Effective Date ............................................................................................ 3
b. General Requirements ................................................................................ 4 -.
c. U.S. DOT Administrative Requirements ....................:................................ 4..
d. Application of Federal, State, and Local Laws and Regulations .................. 4 -
e. Recipient's Primary Responsibility for Compliance wth Federal
Requirements ....................................................................................... 5
f. Recipient's Responsibility to Extend Federal Requirements to Other Emities 6
g. No Federal Government Obligations to Third Parties .................................. 7"
h. Changed Conditions of Performance (Including Litigation) ......................... T"
Section 3. Ethics ........................................................................................................... 7
a. Code of Ethics .......................................................................................... 7
b. Debarment and Suspension .....................................:................................... 8
c. Bonus or Commission ................................................................................ 8 ~-
d. Lobbyutg Restrictions ................................................................................ 8
e. Employee Political Activity ........................................................................ rr
f. False or Fraudulent Statements or Claims ................................................... 8
Section 4. Federal Financial Assistance ............................................................................ 9
a. "Net Project Cost" ................................................................:.................... 9
b. Other Basis for FTA Participation ..............................................:............... 9
Section 5. Local Share ..................................................................................................... 9
a. Restrictions on the Source of Local Share .................................................. 9
b. Duty to Obtain the Local Share .................................................................. 10
c. Calculation of Local Share ......................................................................... 10
d. Reduction of Local Share ........................................................................... 10
Section 6. Approved Project Budget ................................................................................ 10
Section 7. Accouttting Records ....................................................................................... 10
a. Project Accounts ........................................................................................ k'<
b. Funds Received or Made Available for the Project ...................................... i
c. Documentation ofProject Costs and Program Income ................................ l l
d. Checks, Orders, and Vouchers .................................................................... l l
Section 8. Reporting, Record Retention, and Access ....................................................... 11
a. Reports ..................................................................................................... 1 fl
b. Record Retention ............................................................:......................... i
c. Access to Records ............................................................................:......... l l
d. Project Closeout ........................................................................................ i l
Section 9. Payments ........................................................ "`
a. Recipient's Request for Paymem ................................................................. 12
b. Payment by FTA ...........:............................................................................ 12
~.• c. Costs Reimbursed ....................................................................................... 14
l
14-25
TABLE OF CONTENTS (CONTINUED)
Section 9 d. Bond Interer? and Other Financing Costs ................................................... 15
e. Excluded Costs .......................................................................................... IS
f. Claims, Excess Payments, and Disallowed Costs (Including Interest).......... 16
g. De-obligation of Funds ............................................................................... 17
Section 10. Project Completion, Non-Federal Audits, Settlement, and Closeout............ 17
a. Project Completion ......................................................................... 17
............
b. Non-Federal Audits ............
.
. 17 -.
..
......................
..............................................
c. Funds Due the Federal Government ............................................................ 18
d. Project Closeout ......................................................................................... 18
Section. l l . Right of the Federal Government to Terminate ................................................ 18
Section 12. Preference for United States Products and Services ........................................ 18
a. Buy America .............................................................................................. 18
b. Cargo Preference ........................................................................................ 19
c. Fly America ................................................................................................ 19
Section 13. Relocation and Land Acquisition ..................................................................... 19
Section 14. Sdsmic Safety ................................................................................................. 19
Section 15. Procurement .................................................................................................... l
a. Federal Standards ....................................................................................... ly
b. Project Approval/T'hird Party Contract Approval ....................................... 19
c. FTA Technical Review .............................................................................. 19
d. Exclusionary or Discriminatory Specifications ..................
..........................
19
e. Bus Seat Specifications .............................................................................. 20
£ Use of Federal Supply Schedules ................................................................ 20
g. Preference for Recycled Products ............................................................... 20
h. Geographic Restrictions ...................:......................................................... 20
i. Architectural, Engineering, Design, or Related Services .............................. 20
j. Force Account ............................................................................................ 20
k Award to Other Than the Lowest Bidder .................................................... 20
1. Rolling Stock ..........................................
........................................
...
.. .,P;
.a.
...
..
.
m. Bondin
g ....................................................................................................
w.
n. Notification of Federal Participation ..........................................:................ 21
Section 16. Leases ............................................................................................................. 21
a...Capital Leases ........................................................................................... 21
b. Leases Involving Certificates ofParticipation ............................................ 21
c. Cross-Border Leases ................................................................................. :
Section 17. Patent Rights .................................................................................................. Zl
a. General .............................................................................
. 21
.
......................
b. Federal Rights ..................................................................................:........ ?°'
Section 18. Rights in Data and Copyrights .................................................................... 22
a. Definition .............................................:..................................................... 22
b. Federal Restrictions .................................................................................... 22 ..
.,i
ii
14-26
TABLE OF CONTENTS (CONTINUED)
Section 18. c. Federal Rights in Data and Copyrights ..........................:............................. 22
d. Special Federal Rights for Planning, Research, and Development Projects.. 23
e. Hold Hatmless ............................................................................................ 23
f. Restrictions.on Access to Patent Rights ...................................................... 23
g. Application to Materials Incorporated into the Project ......:........................ 23
Section 19. Real Property. Equipment, and Supplies ....:.................................................... 23
a Use of Property .....................................................:..............................:..... 24
b. General Federal Requirements ................................................................... 24 --
c. Maintenance .............................................................................................. 24
d. Records ...................................................................................................... 24
e. Encumbrance of Project Property ................................::.:.......................... 24
f. Transfer of Project Property ...................................................................... 24
g. Disposition of Project Property .................................................................. 24
h. Misused or Damaged Property ................................................................... 25
i. Obligations After Project Closeout ............................................................. 25
Section 20. Insurance ........................................................................................................ 26
a Insurance During Consttuction ................................................................... '.:h=
b. Flood Harards ........................................................................................... 27
Section 21. Project Management for Major Capital Projects .............................................. 27
Section ZZ Civit Rights ..................................................................................................... 27
a Prohibitions Against Discrimination in Federal Programs ........................... 27
b. Equal Employment Opportumty ................................................................. 27
c.. Disadvantaged Business Enterprise ............................................................. 28
d. Access Requirements for Persons with Disabilities ...................................... 28
Section 23. Employee Protections ..................................................................................... .29
a .Construction Activities ............................................................................... 29 -
b. Activities Not Involving Construction .........................................................30
c. State and Local Government Employees ..................................................... 30
d. Tnutsit Employee Protective Arrangements ....................... "n
Section 24. Planning and Private Enterprise ......................
.................................................
.9 6
a FTA Requiremettts ....................................................................:................ 31
b: Irifiastrtrcwre InvesnneM ........................................................................... 31
Section 25. Em~ironrnental Requirerneats ........................................................................... 31
a.. Ertviromnental Protection ........................................................................... 32-
b. AirQttality ................................................................................................. :~` .
c. Clean Water ............................................................................................... 32.
d. Use of Public Lands ....................................:..........................................,... .32--
e. Histonc Presetvanon ................................................................................. ,,,
. ~.:.
f. Mitigation of Adverse Environmental Effects ..............................................33
Section 26. Energy Conservation ................................:..................................................... 33
Section 27. State Managemem and Monitoring Systems .................................................... 33
iu
14-27
TABLE OF CONTENTS (CONTINUED)
Section 28. Charter Service Operations ...............................................:.........::.................. 33
Section 29. School Transportation Operations ......................:............................................ 34
Section 30. Metric System ..........................................:..................................................... 34
Section 31. Privacy..: ........................................................................................................ 34
a. Obtain Consent of Federal Govermnent .........:........:.........:........................ 34
b. Acknowledgment of Civil and Criminal Penalties ........................................ 34
Section 32. Substance Abuse ............................................................................................ 34
a. Dtug Abuse ............................................................................................... 34
b. Alcohol Abuse ............................................................................................ 35
Section 33. State Safety Oversight of Rail Fixed Guideway Public Systems ....................... 35
Section 34. Speasl Requirements for Formula Assistance Projects for Urbanized Areas .. 35
a. Fares and Services .................................................................................... 35
b. Audit Requirements ...................:.............................................................. 35
c. Half-Fare Requirements ............................................................................ 35
d. Procurement of an Associated Capital Maintenance Product ....................... 35
e. Transit Security ...............................:....................................................... 36
f. Restrictions on Use of Formula Assistance for Operations ......................... 36
g. Reporting Requirements ............................................................................ 36
h Criminal Sanctioms ..................................................................................... 36
Section 35 Special Requirements for Formula Assistance Projects for the Elderly and
Individuals with Disabilities ...................:.._............................................. 36
a. Eligible Subrecipients ................................................................................. 36
b. State Procedures ....................................................................................... 36
c. Eligible Project Activities .......................................................................... 36
d. Transfer of Assets ..................................................................................... .37
Section 36. Special Requiremenu for Formula Assistance Projects for Nonurbanized
Areas ................................................................................:..................... 37 -
a.. State Procedures ....................................................................................... 37 -.
b. Eligible Project Activities .......................................................................... 3~
c. Transfer of Assets ...........:....................................:.................................... 37
d. Restrictions on Use of Formula Assistance for Operations ......................... 37 '
e:- I~ercity Transpottation .............................................................................37 -
Section 37. Special Requirements for Research, Development, Demonstration, and
Special Studies Projects ........................................................................... .37 -
a.-Project Report ........................................................................................... . ~'f
b. Project Identification .................................................................................. 38
Section 38. Special Regttiremecrts for. a Project Financed through a
State Infrastntcture Bank .......................................................................... 3i?:
a. General Requirements ............. .............................................................
...... 38
b. Latest Requirements Appty ........................................................................ 38
o. Transit Account Limitation .................................................:...................... .38
iv
14-28
TABLE OF CONTENTS (CONTINUED)
Section 38, d. Limitations on Accessing Federal Assistance irk Transit Accounts ............... 38
Section 39. Disputes, Breaches, Defaults, or Other Litigation ................................:............ 38
.............................
a Notification to FTA .............................. ........................38 _
b. Federal Interest in Recovery ...................................................................... 39
c. E.nforcement ............................................................:........:........................39
d. FTA Concurrence ...................................................................:...................39
e. Alternative Dispute Resolution ................................................................... 39
Section 40. Amendments to the Project ............................................................................. 39
Section 41. Electronic Data Interchange Technology ........................................................ 39
Section 42. SeverabiGty .......:............................................................................................. 39
v
14-29
UNITED STATES DEPARTMENT OF TRANSPORTATION
FEDERAL TRANSTf ADMINISTRATION
MASTER AGREEMENT
This Master Agreement encompasses standard terms and conditions governing the administration
of a Project supported with Federal financial assistance awarded by the Federal Transit
Admirristration (FTA) through a Grant Agreement or Cooperative Agreement with the Recipient.
This Master Agreement covers Federal financial assistance authorized by Federal transit laws
codified at 49 U.S.C. §§ 5301 et ~.; Title 23, United States Code (I3ighways); the Intermodal
Surface Transportation Efficiency Act of 1991, as amended; or other Federal enabling laws
administered by FTA. (Pub. L. No. 103.272, July 5, 1994, codified the Federal Transit Act, as
amended, as chapter 53 of title 49 of the United States Code, thus requiring new citations for
Federal transit taws.)
FTA and the Recipient understand and agree that not every requirement within this Master
Agreement will apply to every Recipient or every Project for which FTA provides financial
assistance through a Grant Agreement or Cooperative Agreemem. The nature of the Project and
the section of the statute authorizing financial assistance for the Project will determine which
rtquiremenu of this Master Agreement apply. Arry violation of a requirement within this Master
Agreemenrt applicable to the Recipient or its Project may result in penalties to the violating party;
requirements that do not apply will not be enforced.
Thus, in wnsideration of the mutual covenants, promises, and representations herein, FTA and
the Recipiem agree as follows:
Section 1. Definitions.
a.. A 'on mearu the signed and dated request for Federal financial assistance, including ariy
amendment thereto, with all explanatory, supporting, and supplementary documents filed with and
accepted or approved by the FTA by or on behalf of the Recipient.
b. @pvroval. Authorization. Concurrence Waiver means a conscious written statement (whether
transmitted by paper or electronically) by an authorized official of the Federal Government
granting permission to the Recipient to perform or omit an action required pursuant to the Grant
Agreement or Cooperative Agreement, which action may not be performed or omitted without
such permission. Unle:~ clearly stated otherwise, an approval, authorization, concurrence, or
waiver permitting the performance or omission of a specific action does not constitute percussion
to perform or omit other similar actions. Oral petmission or interpretations have no legal force or
effect. .,.;ni,. .
14-30
Mauer Agxmeat FTA MA(3), October 1, 19%
Paae 1
a Approved Project Bud¢et means the most recent statement, approved by the FTA, of the
costs of the Project, the maximum amount of Federal assistance for which the Reapient is
currently eligible, the specific tasks ('including specifies ~orrtirtgencies) covered, and the estimated
cost of each task.
d. Cooperative Agreement means the instrument by which FTA awards Federal assistance to a
specific Recipient to support a particular Project, and in which FTA takes an active role or retains
substantial control, in accordance with 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 Special Conditions or Special Requirements; in addition,
this Master Agreement is incorporated by reference and made part of the Cooperative Agreemert.
e. Federal Government means the United States of America and arty executive department or
agency thereof.
f. Federal Transit Administration is the current designation for the former Urban Mass
Transportation Administration. Any reference in any law, map, regulation, document, paper, or
other record of the United States to the Urban Mass Trartsportation Administration shall be
deemed a reference to the Federal Transit Administration.
g. Federal Transit Administrator is the current designation for the former Urban Mass
Transportation Administrator. Any reference in arty law, map, regulation, document, paper, or
other record of the United States to the Urban Mass Transportation Administrator shall be
deemed a reference to the Federal Transit Administrator.
h. gj'g is the acrotrym for the Federal Transit Administration, one of the operating
administrations of the U.S. Department of Transportation (LI.S. DOT). FTA replaces the
acronym UMTA.
i. FTA Directive includes any FTA circular, notice, order, or guidance providing information
about FTA's programs, application processing procedures, and Project management guidelsne~_
In addition to FTA directives, certain U.S. DOT directives also apply to the Project.
j. Grant Agr~rerrt means the instrument by which FTA awards Federal assistance to a specific
Recipient to support a particular Project, and in which FTA does not take an active role or retain
substantial control, in accordance with 31 U.S.C. § 6304.. The Grant Agreement consists of the
FTA Award establishing the specific parameters of the Project, an Execution section signed by tlt.r:
Recipient, and may include Special Conditions or Special Requirements;. in addition, this Master
Agreement is incorporated by reference and made part of the Grant Agreement.
k. Lo:ir~l Governmem includes a puolic transit authority as well as a county, municipality, city,
town, township, special district, council of governments (whether or not incorporated as a private
nonprofit organization under state law), regional. or interstate government entity, or any agency or
instrumentality thereof. .,s:rtoa
14-31
Mastcr Agmment FTA MA(3), October 1, 19% PSge.2
1. Project means the tazk or tazks, listed in the Approved Project Budget, and any modifications
stated in the Conditions to the Grant Agreement or Cooperative Agreement applicable to the
Project. For the formula assistance programs for urbanized areas,"io`rthe elderly and persons with
disabilities, and notwrbanized areas, 49 U.S.C. §§ 5307, 5310, and 5311, respectively, the term
"Project" encompasses both "Program" and "each Project within the Program," az the context
may require, to effectuate the requirements of the Grata Agreement or Cooperative Agreement.
m. Recipient means any entity that receives Federal assistance directly from FTA to accomplish
the Project. The term "Recipient" includes each FTA "Grantee" az well az each FTA Recipient of
a Cooperative Agreement. Except as FTA permits otherwise, the Recipient is the entire legal
entity even though only a single organization within that entity is designated az the Recipient in
the Grant Agreement or Cooperative Agreement
n. Secretary means the U:S. DOT Secretary, including his or her duly authorized designee.
o. Suba¢teemen means an aroement by which a Recipient awards financial assistance derived
from FTA to the subrecipient as defined in Subsection l .p of this Master Agreement below. The
term "subagreement" also includes the term "subgram," but does not include "third party
contract" or "third party subcontract."
p. Subrecipient means any entity that receives Federal assistance awarded by an FTA Recipient,
rather than FTA directly. The term "subrecipient" also includes the term "subgrantee," but does
not include "third party contractor" or "third patty subcontractor."
q. Third Party Connect means a corttmct or purchase order awarded by the Recipient or
subrecipient to a vendor or contractor, financed in whole or in part with Federal assistance
awarded by FTA
r. Third Parn Subcontract means a subcontract at arty tier entered into by the third party
contractor or third party subcontractor, financed in whole or in part with Federal assistance
originally derived from FTA.
s. Transit means transportation by a conveyance, either publicly or privately owned, that
provides regular and continuing general or special public transportation to the public, but does not
include school bus, charter, or sightseeing transportation. The term "transit" also includes "mass
transportation" and "public transportation."
t. U. S. DOT is the acronym for the United States Department of Transportation, including its
operating administrations..
Section 2. Project Imolementation.
a. Effective Date. The effective date of the Grant Agreement or Cooperative Agreement is the
Obligation Date on which the ETA's Authorized Official signs the FTA Away '+e Grant
14-32
Muter At>teement FTA MAr31.Octo~er 1. t996 0:.._ z
Agreement or Cooperative Agreement. The effective date of any Amendment is the Obligation
Date on which the FTA's Authorized Official signs the FTA Award for that Amendment.
:.,...
b. General Requirements. The Recipient agrees to maintain or acquire sufficient legal, financial,
and technical capacity to undertake and complete the Project, and provide for the use of Project
facilities and equipment, in accordance with the terms of the Gram Agreement or Cooperative
Agreemem, the Approved Project Budget, the Project schedules, the Recipiem's annual
certifications and assurances to FTA, and all applicable Federal laws, regulations, directives, and
published policies. The "Project Description" in the FTA Award section of the Great Agreemem
or Cooperative Agreement describes the Project or Projects to be funded by that Gram
Agreement or Cooperative Agreement. The Federal law or laws authorizing Project approval
identified in the FTA Award section of the Grant Agt~eemem or Cooperative Ageement cotnrol
Project implememation.
c. U.S. DOT Administrative Requirements. The Recipient acknowledges that Federal
administrative requirements differ for the various types of entities receiving Federal assistance as
follows:
(1) A state, local or Indian tnbal government that is a Recipiem agrees to comply with
U.S. DOT regulations, "Uniform Administrative Requiremems for Grants and Cooperative
Agreemenu to State and Local Governments," 49 C.F.R Part I8.
(2) An institution of higher education or a nonprofit organisation that is a Recipient agrees to
comply with U.S. DOT regulations, "Uniform Administrative Requirements for Grants and
Agreements with Institutions of Higher Education, Hospitals, and Other Non-profit
Organisations," 49 C.F.R Part l9.
(3) A private for-profit organization that is a Recipient also agrees to comply with the
"Uniform Administrative Requiremems for Grano and Agreemems with Institutions of I-figher
Education, Hospitals, and Other Non-profit Organizations," 49 C.F.R. Part 19.
d. Application of Federal. State. and Local Laws and Re lations.
(1) Federal Laws and Reputations. The Recipient acknowledges that Federal laws,
regulations, policies, and related administrative practices applicable to the Project on the date the
authorized FTA official signs the Grant Agreemem or Cooperative Agreemem maybe modified
from time to Tune. The Recipient agrees that the most recent of such Federal requirement;., •~-
govern the administration of the Project at any particular time, except if FTA issues a written
determination otherwise. Such written determination might take the form of a Special Contlittsr
or Requirement with'n the Grant Agreement or Cooperetive Agreement or a letter signcd~ ?3a `t;w:
Federal Transit Administrator, the language ofwhich modifies or otherwise conditions the text of
a particular provision of this Master Agreement. Specifically, new Federal laws, regulations,
policies, and administrative. practices maybe promulgated after the date when the Recipient
executes the Grant Agreement or Cooperative Agreement, and may, by their terms, apply to that
Grant Agreement or Cooperative Agreement. To achieve compliant ''4 chang'rttg Federel
14-33
requirements, the Recipient agees to include notice in each ageement with each subrecipient and
with each third party contractor under the Project that Federal requirements may change and the
c :acsged requirements will apply to the project as required, unless the Federal Government
determines otherwise. Alt standards or Emits within this Master Ageement to be observed in the
performance of the Project are minimum requirements, unless modified by FTA.
(2) State or Territorial Law and Local Law. Except to the extent that a Federal statute or
regulation preempts state or territorial law, nothing in the Grant Agreement or Cooperative
Ageement shall require the Recipient to observe or enforce compliance with any provision
thereof; perform any other act, or do arty other thing in contravention of any state, territorial law
or local law; therefore, if arty of the provisions of the Grant Ageement or Cooperative
Ageement violate any state, territorial, or local law, or if compliance with the provisions of the
Grant Ageement or Cooperative Ageement would require the Recipiem to violate any state,
territorial, or local law, the Recipient agees to notify FTA immediately in writing to permit FTA
and the Recipient to make appropriate and arrangements to proceed with the Project as quickly as
possible.
e. Recipiem's Primary Resoonsbility for Comniiance with Federal Requiremenu. Irrespective of
participation of other parties in the Project, the Recipient continues to remain responsible to I "4 a
for compliance with all Federal requirements imposed by Federal statute, regulations, executive
orders, directives, published policies, this Master Ageement, and the Gram Ageement or
Cooperative Ageement for the ProjecK.
(1) Significant Participation by a Third Party Contractor. Although the Recipient may ertter
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 continues to remain responsible to FTA
for compliance.
(2) Significant Partici ation by a Subrecipient. Ahhough the Recipient may delegate arty or
almost all project responsibilities to one or more subreapierrts, the Recipiart continues t r=: ._ ...
responsible to FTA for compliance.
(3) Exce 'ons. The Recipient, however, is relieved of compliance with Federal
responsibilities in the following two circumstances:
(a) what a Designated Recipient of urbanized area forrwla funds authorized by
49 U.S.C. § 5307 that has entered into a supplemental ageement with FTA and a gantee
covering the Project is not responsible to FTA for compliance with Federal project man~-R;~ °,~-
requirements, or
(b) when the Federal Govermnent, through appropriate official action, relieves the
Recipient of a portion of or all responsibility to the Federal Government.
14-34
uts~r.. eun...n,.nr Fr'e arsrn Mnl,.. ~ iooe u:.,. e
f. Recipient's Rg~ponsibility to Extend Federal Requirements to Other Entities.
(1) Entities effected. Only signatories to the Grant Agreement or Cooperative Agreement
for the Project are patties to that agreement. To achieve compliance with certain Federal laws,
regulations, or directives, however, other entities particpating in the Project, such as
subrecipients and third party contractors will necessarily be affected. Accordingly, the Recipiem
agrees to take appropriate measures necessary to ensure compliance by aU entities participating in
the Project with those Federal requirements applicable to their performance.
(2) Documents Affected. The extent to which a specific Federal requirement affects entities
participating in the Project is determined by the provisions of the Federal statutes, regulations,
and directives establishing that Federal requirement, as well as the requirements of 49 C.F.R
Part 18 or 49 C.F.R Part l9. Accordingly, the Recipient agrees to include provisions adequate to
ensure compliance of participating entities v,+ith Federal requirements, and to require its th'vd patty
contractors and subrecipients to include in each lower tier subcontract and subagreement financed
in whole or in part with financial assistance provided by FTA under the Grant Agreemem or
Cooperative Agreement provisions adequate to impose applicable Federal requirements. Below
are additional requirements
(a) T~tl ' ~d Party Contracts. Because Project activities performed by a third party
contractor must be carried out in accordance with Federal requirements, the Recipient agrees to
include appropriate clauses in each third party contract stating the third party corttractot's
responsibilities under Federal law, regulation, or directive, including any necessary provisions
requiring the third party contractor to extend applicable requiremerus to its subcontractors to the
lowest tier necessary. When the third party contract requires the thirdparty contractor to
undertake primary responsibilities for the Project usually performed by the Recipient dut;ctly, the
requirements applicable to the Recipient imposed by this Master Agreement and the Grant
Agreement or Cooperative Agreement for the Project must be included in that third party contract
and extended throughout each tier to the extent appropriate. Additional guidance pertaining to
third party contracting is contained in the FTA Best Practices Procurement Manual. Be aware,-
however, that the FTA Best Practices Procuremem Manual focuses mainly on-the procureaz~~°r
process and may omit certain Federal requiremerrts applicable to the work to be performer.
(b) Subaareements. Because Project activities performed by a subrecipient must be
carried out in accordance with Federal requirements, the Recipient agrees to include appropriate
clauses in each subagreement stating the subrecipiertt's responsibilities under Federal law,
regulation, or directive, including arty necessary provisions requiring the subttcipient to irn ~?~ e
applicable Federal requirements on entities to the lowest tier necessary. When the subagrcerctent
requires the subtecipient to undertake primary responsrlrifities for the Project usually performed by
the Recipient directly, the requiremems applicable to the Recipient imposed by this Masts.
Agreement and the Crrant Agreement or Cooperative Agreeman for the Project must be included
in that subagreement and extended throughout each tier to the extern appropriate.
14-35
Master Ageemeot FTA MA(3), October 1, 1996
Pfge 6
g. No Federal Government Obli¢ations to Third Parties. 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 at:~ subrecipient, any third party contractor, or arty other person not a
party to the Grant Agreement or Cooperative Agreement in connection with the performance of
the Project. Notwithstanding any concurrence provided by the Federal Government in or
approval of any solicitation, subagreement, or third party contract, the Federal Croverttmert
continues to have no obligations or liabilities to any party, including the subrecipient and third
party contractor
h. C~~ Conditions of Performance (Including Liti¢ation). The Recipient agrees to notify
FTA immediately of arty change in local law, conditions (such as its legal, financial, or technical
capacity), or any other event that may significantly affect the Recipient's ability to perform the
Project in accordance with the terms of the Grant Agreement or Cooperative Agreement. In
addition, the Recipient agrees to notify FTA immediately of any decision pertaining to the
Recipient's condos of 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.
Before the Recipient may name the Federal Government as a party to litigation for any reason, in
arty forum, the Recipient agrees to inform FTA
Section 3. Eth csi
a. Code of Ethics. The Recipiem agrees to mairttaitt a written code or standards of conduct that
shall govern the performance of its off cars, employees, board members, or agents engaged in the
award and administration of third party contracts or subagreemems supported by Federal
assistance. The code or standards shall provide that the Recipient's officers, employees, board
members, or agents may neither solicit nor accept gratuities, favors, or anything of monetary
value from arty present or potential contractor or subrecipient. The Recipient may set minimum
rules where the 5nancial interest is not substantial, or the giR is an unsolicited item of nominal
intrinsic value. As permitted by state or local law or regulations, the code or standards shall
include penalties, sanctions, or other disciplinary actions for violations by the Recipient's officers,
employees, board members, or their agents, or by contractors or subrecipients or their agents.
(1) Personal Conflicts of Interest. The Recipient's code or standards of conduct shall
prohibit the Recipiem's employees, officers, board members, or agents from participating in the .
selection, award, or administration of a third party contract or subagreemerrt supported by Federal
funds if a real or apparem conflict of interest would be involved. Such a conflict would arise
when arty of the following parties has a financial or other interest in the entity selected for award:
(a) an employee, officer, board member, or agent; ro) any member of his or her immediate family;
Vic) his or her pardter, or (d) an organization that employs, or intends to employ, any of the above.
(2) Orrtartizational Conflicts of Interest:. The Recipient's code or standards of conduct must
include procedures for idet-ti~tg and preventing real and apparem organizational conflicts of _ _
interest. An organizational cort~tct of interest e>asts when the nature of the work to be ~ "'~
performed ands a proposed third party contract or subagreement may, without somr ,. actions
14-36
on future activities, result in an unfair competitive advantage to the third party conuactor or
subrecipient or impair its objectivity in performing the contract work.
b. Debarment and Suspension. The Recipient agrees to comply with the requirements of
Executive Orders Nos. 12549 and 12689, "Debarment and Suspension," 31 U.S.C. § 6101 note,
and U.S. DOT regulations on Debam-ent and Suspension at 49 C.F.R Part 29.
c. Bonus or Commission. The Recipient affums that it has not paid, and agrees not to pay; arty
bonus or commission to obtain approval of its Federal assistance application for the Project.
d. Lobbving Restrictions. The Reapient agrees to:
(1) Refrain from using Federal assistance funds to support lobbying, and
(2) Comply with applicable requirements of 31 U.S.C. § 1352 and U.S. DOT regulations,
"New Restrictions on Lobbying," 49 C.F.R. Part 20, modified as necessary by section 10(b) of the
Lobbying Disclosure Act of 1995 (which amends 31 U.S.C. § 1352).
e. Emolovee Political Activity. To the extent applicable, 5 U.S.C. §§ 1501 through 1508 (Hatck?
Act) and Office of Personnel Management regulations, "Political Activity of State or Local
Officers or Employees," 5 C.F.R Part 151, apply to state and local agencies and their officers and
employees. The Hatch Act restricts the poGticai activity of an individual principally employed by
a state or local executive agency in connection with a program financed in whole or in part by a
Federal loan, grartt, or cooperative agreement. However, the Hatch Act does not apply to a
nonsupervisory employee of a transit system (or of arty other agency or entity performing related
functions) receiving FTA assistance to whom the Hatch Act does not otherwise apply.
f. False or Fraudulent Statements and Claims. The Recipiert acknowledges and agrees as
follows:
(1) The Recipient acknowledges that the requiremetts of the Program Fraud Ctvil •:~ .. ,
Act of 1986, as amended, 31 U.S.C. §§ 380j e,~~. and U.S. DOT regulations, "Program a°.a.
Civil Remedies," 49 C.F.R Part 31, apply to its actions pertaining to the Project. Accordingly, by
signing the Grant Agreement or Cooperative Agreement, the Recipiett certifies or affirms the
truthfiilness and accuracy of any statemet it has made, it makes, or it may make pertaining to the
covered by the Grant Agreement or Cooperative Agreemert. In addition to other penalties that
may be applicable, the Recipient also acknowledges that if it makes a false, fictitious, or
fraudulent claim, statement, submission, or certification, the Federal Government reserves the
tight to impose the penalties of the Program Fraud Civil Remedies Act of 1986, as amended, on
the Reapient to the extent the Federal Govetnmettt deems appropriate.
(2) The Recipiem also acknowledges that if it makes a false, fictitious, or fraudulent claim,
statement, submission, or certification to the Federal Government in connection with an urbanized
area formula project financed with Federal,~ance authorized by 49 U.S.C. § 5307, the
t4-37
1?atte 8
Government reserves the right to impose on the Recipient the penalties of 18 U.S.C. § 1001 and
49 U.S.C. § 5307(nxl), to the extent the Federal Government deems appropriate.
Section 4. Federal Financial Assistance.
The Recipient acknowledges and agrees that FTA will provide Federal financial assistance for the
Project equal to the smallest of the following amounts: (a) the maximum amoum permitted by
Federal law and regulations, (b) the amount designated in the Grant Agreement or Cooperative
Agreement as "Maximum Federal Funds Approved," or (c) the amount calculated in accordance
with the "Maximum Percentage(s) of Federal Participation," included in the Grant Agreement or
Cooperative Agreemern: FTA's obligation to make Federal assistance payments is limited to the
amounts included in the Approved Project Budget. The amount fortning the basis upon which
FTA determines the "Maximum Federal Funds Approved" is identified as "Estimated Project
Cost" and is included in the Grant Agreement and the Cooperative Agreement.
a. "Net Project Cost". For any Project required by FTA or Federal Iaw to be financed on the
basis of its "Net Project :Cost" as defined by 49 U.S:C. § 5302(ax8), FTA intends to assist the
Recipient in financing that portion of the Project that cannot reasonably be 5nanced from the
Recipient's revenues, i.e., "Net Project Cost" of the Project. Accordingly, the amount listed as
"Estimated Project Cost" in the Gram Agreemem or Cooperative Agreement and "Project Cost"
within FTA's etatronic grant making system will be the Net Project Cost.
b. Other Basis for FTA Participation. For any project not required by FTA or Federal law to be
financed on the basis of its 'Net Project Cost" as defined by 49 U.S.C. § 5302(a)(8), FTA imends
to assist the Recipiem in financing all or part of the cost of the Project. Accordingly, the amount
listed as "Estimated Project Cost" in the Gram Agreement or Cooperative Agreement or "Project
Cost" within FTA's electronic grant making system will be the Cost of the Project or par of the
Project on which FTA calculates the amount of Federal assistance to award.
Section 5. Local Share.
If FTA requires the Recipient to provide a local share for the Project financed under the Gram
Agreemem or Cooperative Agreemem, the Recipient agrees as follows:
a. Restrictions on the Source of Local Share. Except as permitted otherwise by Federal law,tib
Recipiem agrees to provide sufficiem funds or approved in-kind resources that, together with the
Federal financial assistance awarded, will assure payment of the actual cost of each project.
covered by the Gran Agreement or Cooperative Agreemem. The Recipiem agrees that n~ a~+~aii:
provided will be derived from receipts from using the Project fiu~ities or equipmem; revenues of
the transit system in which such facilities or equipment are used; or other Federal funds.
:~~-
14-38
b. Duty to Obtain Local Share. Except as otherwise approved by FTA, the Recipient agrees to
complete all proceedings necessary to provide the local share of the Project costs at or before the
time those funds are needed to meet Project expenses. ° ' "
a Calculation of Lora! Share. The Recipient agrces that the local share will be calculated on a
project-by-project basis for each project covered by the Grant Agreement or Cooperative
Agreement.
d. Reduction of Local Share. The Recipient further agrees that a refitnd or reduction of the local
share may be made only if a refund of a proportional amoum of the Federal Snancial assistance is
made to the Federal Government at the same time, unless the Federal Government expressly
approves otherwise in writing.
Section 6. Approved P~ect Budget.
The Recipient agrees to prepare project budget which, upon approval by FTA, is referred to as
the Approved Project Budget. Arty amendment awarding additional Federal financial assistaz~c
requires a new Approved Project Budget. The Approved Project Budget may also be revseu~ s.>
permitted by and in conformance with applicable Federal requirements. An amendment to the
Approved Project Budget shall require the issuance of a formal amendment to the Gram
Agreement or Cooperative Agreemem, except that a re-allocation of funds among budget items
or fiscal years that does not increase the total amount of the Federal financial assistance awarded
maybe made in accordance with applicable Federal circulars and regulations. The Recipiem
agrees to incur obligations and make disbursements of Project funds only as authorized in the
latest Approved Project Budget. The latest Approved Project Budget is incorporated herein by
reference and made part the Grant Agreemem or Cooperative Agreement for the Project.
Section 7. Accounting Records.
a. P~'ect Accounts. The Recipiem 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, in accordance with 49 C.F.R. § 18.20 or 49 C.F.R.
§ 19.21, wltichever is applicable. The Recipient agrees that slt checks, payrolls, invoices,
contracts, vouchers, orders, or other accounting documens related in whole or in part tct the
Project shall be clearly identified, readily accessible and available to FTA upon its request, ~as~i¢ i;
the extent feasible, kept separate from documents not related to the Project.
b. Fund~Received or Made Available for the Proiect. The Recipient agrees to rev~.tr ~~~ :~a~~
Project Account, and deposit in a financial institution, all Project payments it receives from the
Federal Governmem pursuant to the Grant Agreement or Cooperative Agreemem and alt other
funds provided for, accruing to, or otherwise received on account of the Project (project funds) in
accordance with applicable provisions o1r44NC,F.R § 18.21 or 49 C.F.R § 19.22. The Recipient
is encouraged to use financial institutions owned at least 50 percent by minority g ;embers.
14-39
..~.. ~ i . s. w • ....a T... 1 N
c. Documentation of Project Costs and Provram Income. All .costs charged to the Project,
including arty approved services contributed by the lteapient or others, shall be supported by
' •- properly executed payrolls, time records, invoices, contracts, or vouchers descnbing iri'u""'bail the
nature and propriety of the charges. The Recipient also agees to maintain accurate records of all
progam income derived from implementation of the Project; this requirement, however, does not
appty to certain Recipient income determined by FTA to be exempt from the general program
income requirements.
d. Checks. Orders. and Vouchers. The Recipient agees to refisin from drawing checks or
orders for goods or services to be charged against the Project Account until it has on file in its
office a property signed voucher describing in proper detail the purpose of the expenditure.
Section 8. Reoortin¢ .Record Retention and A
a. Re s. The Recipient agrees as follows:
(1) General Requirements. The Recipient agees to provide to FTA those reports required bu
U.S. DOT's administrative rules for gtartts and cooperative agreements and any other relsz>~rt_ _F
Federal Govemmem may require.
(2) Format Requirements. All reports and other documems or information imended for
public availability developed under the Project and required to be submittal to FTA must be
prepared and submitted in the format or formats FTA specifies.
b. Record Retenrion. The Recipient agrees that, during the course of the Project and for three
years thereafter, it will maintain intact and readily accessible all data, documents, reports, records,
contracts, and supporting materials relating to the Project as the Federal Government may require
for the Projeil.
c. Access to Records. Upon request, the Recipient agrees to permit and require its
Subrecipients to permit the Secretary of Transportation and the Comptroller General of'the
United States, or their authorized representatives, to inspect all Project work, materials, payrolls,..
and other data, and to audit the books, records, and accounts of the Recipient and its contractors
pertaining to the Project. In accordance with 49 U.S.C. § 5325(a), the Recipier agrees to
require each third party contractor whose contract award is not based on competitive bidding
procedures as defined by the Secretary of Transportation to permit the Secretary of
Transportation and the Comptroller General of the United States, or their duly authorized
representatives, to inspeil aU work, materials, payrolls, and other data and records involvi~~ rh~.e
third party contrail and to audit the books, records, and accounts itnrolviug that third g~{z,~~,
contract as it affects the Project.
d. ~rojeil Closeout. Project closeout does not alter these reporting and record retention
requiranertts.
14-40
Section 9. Pa en .
The ReciYir,:.t agrees that it will not seek payment from FTA for Project costs until it has first '~
executed the Gtant Agreement or Cooperative Agreement providing Federal assistance for the
Project.
a Recipient's Request for Payment. FTA will respond to the Recipient's request for the Federal
share payment of its allowable costs in accordance with the procedures described in this Section.
To receive a Federal assistance payment, the Recipient must:
(l) Have demonstrated or certified that it will provide adequate local funds, when combined
with Federal payments, to cover all costs to be incurred for the Project. Unless the Federal
Government has expressly permitted the Recipient to defer provision of the local share, a
Recipient required by Federal statute or the Grant Agreement or Cooperative Agreement to
provide a local share agrees to refrain from:
(a) Requesting or obtaining Federal funds exceeding the amount justified by the local
share previously provided, and
(b) Taking any action that would cause the proportion of Federal funds made available
to the Project at any time to exceed the percentage authorized by the Gram Agreement or
Cooperative Agreement;
(2) Have submitted to FTA all financial artd progress reports required to date by this Master
Agreement; and
(3) Have identified the source(s) of financial assistance provided for. the Project from which
the payment is to be derived.
b. P_gvm~ FTA. The Recipiem understands and agrees that FTA will make all payments by
the Automated Clearing House (ACH) method of payment, regardless of the amours F ,. . , . .
(1) Electronic Clearing. House Operation P~y~rrerMs. if paymem is made through the
Electronic Aearinghouse Operation (ECHO) by means of an ECHO Control Number, the
Recipient agrees to comply with FTA's ECHO requirements established pursuam to U.S.
Department of the Treasury Cvcuhu 1075, Part 205, "Withdrawal of Cash from the Treasury for
Advances Under Federal Gractts and Other Pmgrams," the "Guidelines for Disbursements"
included in the ECHO System Operations Mamral used for FTA projects, and the requirements of
this Subsection 9.b(1). The Recipient also agrees that if it fails to comply with the foIlnev4r, R
requirements of this Subsection 9.b(1), d:e Federal Government may revoke the unexpe:~;~f~k
portion of Federal assistance awarded for the Project.
(a) The Recipient may draw down cash only when actually needed for immediate
disbursement required for Project purposes. Unless provided otherwise by Federal law or
regulation, the Recipient agrees to expend aU Federal funds obtained under the Proje • Project
14-41
purposes no later than three (3) days after it receives those funds. If the Recipient fails to expend
those Federal assistance funds within three (3) days of their receipt or return the funds to FTA
within a reasonable pored, or fads to establish procedures to minimize the time elapsing between
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 to revocation or suspension of the Recipient's ECHO Control Number, a Recipient's
failure to adhere to these requirements may result in other remedies or penalties authorized by
Federal law or regulation.
(b) The Recipierrt agrees to report its cash disbursements and balances in a timely
manner in compliance with Federal requirements.
(c) The Recipient agrees to provide for control and accountability for all project funds
consistent with Federal requirements and procedures for use of the ECHO system.
(d) The Recipient may not draw down funds for a project in an amour[[ exceeding the
sum obligated by the Federal Government or the current available balance for that Project.
(e) The Recipient agrees to draw down funds only for eligible Project costs.
(f) The Recipient agrees to refiain firom drawing down Federal assistance fiords before
needed for disbursement.
(g) The Recipient agrees to notify the appropriate Regional or Program Office when a
single draw down will exceed S50 million.
(h) The Recipient agrees to remit interest to the Federal Government on any Federal .
assistance prematurely drawn down, irrespective of whether that Federal assistance has been
deposited in aninterest-bearing accoucu. The Recipient agrees that a debt for arty premature draw
down of Federal assistance funds does not qualify as a "claim" covered by the Debt Collection Act
of 1982, as amended, 31 U.S.C. §§ 3701 through 3720, and that the interest provisions r~~ ~~ >_.
Subsection 9.b(1)(It) of this Master Agreemertt, rather than the interest provisions of the L~~
Collection Act of 1982, as amended, will determine the amoum of interest due on atry debt for
Federal assistance prematurely drawn down. The Recipient agrees that the amount of interest due.
depends on whether or not the Recipient is a state or state instrumentality.
),. A Recipiem that is also a state or state instrumentality agrees to recent ;3'
the Federal Government calculated as required by U.S. Department of Treasury regulations,
"Rules and Procedures for Funds Transfers," 31 C.F.R Part 205, which imptemertts section S(b)
of the CY.alt Management Improvement Act of 1990, rs amended, 31 U.S.C. § 650"sib j. z la.a~,
Recipient that also is a state or a state instrumentality agrees that interest on arty debt it may incur
for Federal assistance prematurely drawn down does not qualify for the interest exemption of the
Debt Collection Act of 1982, as amended ,31 U.S.C. §§ 3701 and 3717.
14-42
:r A~eement Ft'A MA(3), October 1, 19% Pilge 1:
~. A Recipient that is not a state or state instrumentality agrees to remit -
prejudgment interest on the debt for atry premature draw down of Federal assistance, to the extent
permitted under common htw, consis~.:.:t with U.S. General Accounting Office (U.S. GAO) -
U.S. Department of Justice (U.S. DOJ) regulations permitting interest on debts at 4 C.F.R. Part
102, currently 4 C.FR § 102.13O(2). Accordingly, a Recipient that also is either a local...
government or an instrumentality of a local government agrees that interest on any debt it may
inau for Federal assistance prematurely drawn down does not qualify for the interest exemption
for units of general local government within the Debt Collection Act of 1982, as amended,
31 U.S.C. §§ 3701 and 3717.
(2) Requisition. If the requisition method of payment is used, the Recipient understands and
agrees as follows:
(a) Recipient Responsibilities. The Recipient agrees to:
):. Complete and submit the "Payment Information Form -ECHO-ACH Payment
System," Revised 10/92, to FTA's Accounting Division.
~. Complete and submit Standard Fomt 270, "Request for Advance or
Reimbursement," to the designated FTA office.
(b) FTA Responsibilities. Upon receipt of a payment request and adequate
accompanying information, FTA will authorize payment by direct deposit, provided the Recipient
is in wmpliance with the obligations of the Grant Agreement or Cooperative Agreement, has
satisfied the FTA that it needs the requested Federal funds during the requisition period, and is
making adequate and timely progress toward Project completion. When all these conditions are
met, the Government may reimburse the Recipient's apparent allowable costs incurred (or to be
incurred during the requisition period) up to the maximum amount of Federal funds payable.
through the Federal fiscal year of that requisition, as included in the Approved Project Budget.
c. Costs Reimbursed. The Recipient understands and agrees that Project costs eligibly `:~.
Federal participation must comply with all the following requirements:
(1) Conform with the Project Description, the Approved Project Budget, and all other terms
of the Grant Agreement or Cooperative Agreement;
(2) Are necessary in order to accomplish the Project;
(3) Are reasonable for the goods or services purchased;
t4) Are actual nci costs to the Recipient (>~ the price paid minus any refunds, tebates, or
other items of value received by the Recipient that have the effect of reducing the cost actually
incurred, excluding program income);
~'?!Tf.
14-43
Master Agreement ITA MA(3), October 1. 19% ......_.~::_ 14
(5) Are incurred for work performed aRer the daze of the Grant Agreement or Cooperative
Agreement, unless specific authorization from the Federal Government to the contrary is received;
(6) Are satisfactorily documented;
(7) Are treated consistently in accordance with accounting principles and procedures
approved by the Federal Government for the Recipient, and with axouming principles and
procedures approved by the Recipient for its contractors;
(8) Are eligible under Federal law, regulation, or guidelines for Federal participation; and
(9) Unless permitted otherwise by Federal statute or regulation, conform with provisions of
the applicable OMB Cirailar or Federal regulation listed below:
(a) For a Recipient that is a state, local, or Indian tribal government, the standards of
OMB Circular A-87, Revised, "Cost Principles for State and Local Goverunents," apply,
(b) For a Recipient that is an institution of higher education, the standards of OMB
Circular A-21, Revised, "Cost Principles for Educational Institutions," apply;
(c) For a Recipient that is a private nonprofit organization, the standards of OMB
Circular A 12Z, Revised, "CosiPrin«ples for Non-Profit Organizations." apply;
(d) For a Recpient that is a for-proSt organization, the standards of the Federal
Acquisition Regulation, 48 C.F.R Chapter I, Subpart 31.2, "Contracts with Commercial
Organizations" apply.
d. Bond Interest and Other Financing osts. To the extern permitted in writing by FTA, bond
interest and other financing costs are allowable.
e. Excluded Costs. The Recipient understands and agrees as follows:
(1) Tn determining the amount of Federal assistance FTA will provide, FTA will exclude:
(a) Arty Project costs incurred by the Recipient before the Obligation Date of the Gram
Agreement or Cooperative Agreemem or Amendmem thereto, unless otherwise permitted by
Federal law or regulation, or unless an authorized FTA official states in writing to the contra:+~F
(b) Arty costs incurred by the Recipiem that are not included in the latest Approved
Project Budget;
(c) Arty costs for goods or services received under a third party contract or other
anangemem required to be, but has not been, concum;d in or approved in writing by the Federal
Government; and
`? 4-44
Mas amen[ FTA MA(3), October 1. 1996 Pio'^I S
(d) Any costs ineligible for FTA participation as required by Federal law, regulation, or
guidelines for Federal participation.
(2) The Recipient agrees that reimbursement of any cost made by the Government does not
constitute a final decision of the Federal Government about the whether that cost is eligible for
reimbursement and does not constitute a waiver of any violation by the Recipient of the terms of
the Grant Agreement or Cooperative 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 part of the Federal funds requested, the Federal Government will notify the
Recipient stating its reasons. Project closeout will not alter the Recipient's obligation to return
any funds due to the Federal Government as a result of later refunds, corrections, or other
transactions. -Nor will Project closeout alter the Federal Government's right to disallow costs and
recover funds on the basis of a later audit or other review. Unless prohibited by law, the Federal
Government may recoup any Federal assistance funds to be made available for the Project as
needed to satisfy any outstanding monetary claims that the Federal Government may have against
the Recipient. Exceptions pertaining to disallowed costs are contained in FTA directives or in
other written Federal guidance.
f. Federal Claims. Excess Payments- and Disallowed Costs (Including Interest).
(1) Recinient's Obligation to Pav. Upon notice by the Federal Government to the Recipient
of specific amounts due, the Recipient agrees to remit to the Federal Government promptly arty
amounts due for Federal claims based on funds the Recipient has recovered from third parties or
elsewhere, excess paymerrts, or disallowed costs, including arty interest due.
(2) Amount of Interest Due. The Recipient agrees that the amount of interest due depends
on whether the Federal Governmem treats the principal portion of the debt as a Federal claim or a
debt owed to the Federal Government. Thus, Recipiem agrees to pay interest calwlated as
follows:
(a) Federal Claims apsinst the Recipient. The Debt Collection Act of 1982, a~ .;;. - . .
31 U.S.C. §§ 3701 through 3720, exempts state govermnents and units of general local
government fi'om the obligation to pay interest on claims pursued by the Federal Government
under that Act, 31 U.S.C. §§ 3701 and 3717. Lrterest on claims against other parties will be
calculated in accordance with the interest provisions of U.S. GA0.U.S DO7 regulations,
"Federal Claims Collection Standards," at _4 C.F.R. Part 102, currently 4 C.F.R. § 102.1'1.
(b) Excess Payments. The Reapient agrees that a debt for any excess payment does not
qualify as a "claim" covered by the Debt Collection Act of 1982, as amended, 31 U.S.C.. 'i "' ~'"'"
throu3h 3720, and that the interest exemption for state governments and units of general luar;:t~4.
government providexi by that Act will not apply to interest on the debt for excess payments.
Accordingly, a Recipient that also is a state goventment or a unit of general local government
agrees that interest on arty debt for excess paymenss does not qualify
.for the interest exemption provided to state and local govermnents by 31 U.S.C. §§ 3701 and
'i717. Thus, irrespective of whether the Recipienn is a state government, a unit of general loc
,_~ 14-45
ter Aoroemmt FTA MAli) M~nr ~ 199f~
government, a nonprofit organization, an institution of higher education, an individual, or any
other patty, the Recipient agrees to pay prejudgment interest and related charges for excess
payments made by the Federal Government, to the extent authorized under common taw,
consistent with provisions permitting interest on debts at 4 C:F.R. Part I02, curnntly at
4 C.F:R. § 102:13(ix2).
' (e) Disallowed Costs. The Recipient agrees that a debt for any disallowed cost does not
qualify as a "claim" covered by the Debt Collection Act of 1982, as amended, 31 U.S.C..§§ 3701
through 3720, and that the interest exemption for state governments and units of general local
governmerrt provided by that Act will not apply to interest on the debt for the disallowed cost.
Accordingly, a Recipient that also is a state government or a unit of general local govemmem
agrees that interest on any debt for a disallowed cost does not qualify for the interest exemption
provided to state and local governments by 31 U.S.C. §§ 3701 and 3717. Thus, irrespective of
whether the Recipient is a state government, a unit of genera! local government, a nonprofit
organization, an institution of higher education, an individual, or any other party, the Recipient
agrees to pay prejudgment interest and related charges for debts for each disallowed cost paid by
the Federal Government, to the extent authorized under common law, consistem with provisions
permitting imerest on debts at 4 CF.R Part 102, curtently at
4 C.F.R § 102.13(ix2).
g. De-oblieation of Funds. The Federal Goverment reserves the right to de-obligate
unexpended Federal funds before Project closeout.
Section 10. I~Qject Completion Audit Settlemem. and Closeout.
a. Project Comoletion. Within ninety (90) days of the Project completion date or termination by
the Federal Government, the Recipient agrees to submit a final Financial Status Report
(Standard Form 269), a certification or summary of Project expenses, and third party audit
reports, as applicable.
b. Non-Federal Audit. The Recipient acknowledges and agrees as follows:
(1) Audit Required. Each state, local, or Indian tribal government that is a Reapient agrees
to undertake the audits required by 49 CFR § 18.26 and OMB Circular A-128, "Audits of State
and Local Governments," or any revision or supplement thereto. Each institution of hilk;r~
education, a private nonprofit organization, or a private for-profit organization that is a R~,}reiaa
agrees to undertake the audits required by 49 C.F.R § 19.26 and OMB Circular A-133, "Audits
of Institutions of Nigher Education and Other Non-Profit Institutions," and any further re~si+:ra~.=
supplement thereto. The Federal Government may waive the O'mit3 Circular A-128 audit
requirement or substitute a requirement for a project audit performed in accordance with the U. S.
Comptroller General's standards. In addition, the Recipient agrees to obtain any other audits
required by the Federal Governmem. Project closeout will not alter the Recipient's audit
responsibilities.
14-4&
(2) Audit Costs. Audit costs for Project administration and management are allowable
Project costs to the extent authorized by OMB Circular A-87, Revised; OMB Circular A-21,
Rc~:~~:.d; or OMB Circular A-122, Revised.
c. Funds Due the Federal Government. The Reapient agrees to remit any amounts due the
Federal Government to the Recipient has recovered from third parties, excess paymems, or
disallowed costs, or from other sources including interest required by Subsection 9.f(2~6) of this
Master Agreement.
d. Project Closeout. Project closeout occurs when the FTA notifies the Recipient the Project is
closed out, and either forwards the final Federal assistance payment or acknowledges that the
Recipient has remitted the proper refund. The Recipiem agrees that Project closeout does not
invalidate any continuing obligations imposed on the Recipient by the Grant Agreement or
Cooperative Agreement or by 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 tem~is~:::;;;;
all or part of the Federal 5nancial assistance provided herein if the Recipient has violated the
tams of the Grant Agreement or Cooperative Agreement, or if the Federal Government
determines that the purposes of the statute under which the Project is authorized would not be
adequately served by continuation of Federal financial assistance for the Projetx. Arty failure to
make reasonable progress on the Project or other violation of the Grant Agreement or
Cooperative Agreemem that endangers substantial performance of the. Project shalt provide
sufficient grounds for the Federal Government to temtinate the Grant Agreement or Cooperative
Agreement. Termination of any Federal financial assistance for the Project will not invalidate
obligations properly incurred by the Retpient before the termination date, to the extent those
obligations cannot be eanceled. However, if the Federal Government determines that the
Recipient has willfully misused Federal assistance funds by failing to make adequate progress,
failing to make reasonable and appropriate use of the Project real property, facilities, or
equipment, or failing to adhere to the terns of the Grant Agreement or Cooperative Agreecnctti
the Federal Government reserves the right to require the Recipient to refund the entire amount of
Federal funds provided for the Project or arty lesser amount as the Federal Government may
determine. Expiration of arty Project Time Period established for the Project does not, by itseli;
constitute an errpitation or termination of the Grant Agreement or Cooperative Agrcemem.
Section 12. Preference for United States Products and Services.
To the extent applicable, the Recipient agrees to wmply with the following U.~. preferences:
a. )3uv America. The Recipient agrees to comply with 49 U.S.C. § 5323(j), FTA's Buy America
regulations at 49 C.F.R Part 661, and any implemetttirtg guidance FTA may issue.
14-47
~~~~,~•: Amt Fi'A IuIAf31 (k7eher t 1990.
b. CarftO Preference-Use of United States-Fla Va essels. The Recipient agrees to comply with
U.S. Maritime Administration regulations, "Cargo Preference-U.S -Flag Vessels," 46 C.F.R.
Part 381, to the r.~tent those regulations apply to the Project.
c. FIXAmerica. The Recipient understands and agrees that the Federal Government will not
participate in the costs of international air transportation of any persons involved in or property
acquued for the Project unless that air transportation is provided by U.S -flag air carriers to the
extent service by these carriers is available, as required by the International Air Transportation
Fair Competitive Practices Act of 1974, as amended, 49 U.S.C. § 40118, in accordance with U.S.
GAO regulations, "Uniform Standards and Procedures for Transportation Transactions,"
4 C.F.R. Part 52, and U.S. GAO Guidelines for Implementation of the "Fly America Act,"
B-138942, 1981 U.S. Comp. Gen. LEXIS 2166, March 31, 1981.
Section 13. Relocation and Land Acquisition.
The Recipiem agrees to comply with the Uniform Relocation Assistance and Real Property
Acquisition Policies Act of 1970, as amended, 42 U.S.C. §§4601 gl sue.; and U.S. DOT
regulations, "Uniform Relocation and Real Property Acquisition for Federal and Federally
Assisted Programs," 49 C.F.R Part 24.
Section 14. Seismic Safety.
The Recipient agrees to apply the requirements ofU.S. DOT regulations applicable to seismic
safety requirements for U.S. DOT assisted construction projects at 49 CF.R Part 41,
(specifically, 49 C.F.R: § 41.117), and any implementing guidelines FTA may issue.
Section 15. Procurement.
a Federal Standards. The Recipient agrees to wmply with applicable Procurement Standards of "
49 C.F.R § 18.36 or 49 C.F.R. §§ 19.40 through 19.48 and Appendix A; and with supplementary
regulations and directives, particularly FTA Circular 4220.1 D, "Third Party Contracting
Requirements." The FTA Best Practices Procurement Manual contains additional guidance.
b. Project ApprovaVl'hird Party Contract Approval. Unless stated otherwise in writing, E~ I'A°y
approval of the Project does not constitute pre-approval of any non-competitive third party
contract awards associated therewith.
c. FTA Technical Review. If deternined necessary for proper Project administration, FTA
reserves the right to review the Recipient's technical spceifications and requirements.
d. Exclusionary or Discriminatory Specifications. Apart from inconsistent requirements imposed
by Federal .. `rte or regulations, the Recipient agrees that it will comply with the requirements of
14-4 i3
49 U.S.C. § 5323(h)(2) by refraining from using any Federal assistance awarded by FTA to
support procurements using exclusionary or discriminatory specifications.
e. Bus Seat Specifications. A State or local government recipient may use specifications
conforming with the requirements of 49 U.S,C. § 5323(e) to acquire bus seats.
f. Use of Federal Supply Schedules. In accordance with 40 C.F.R. § 481(ti) and any
implementing regulations or guidance GSA, U.S. DOT, or FTA may promulgate, state, local, and
certain nonprofit Recipients may use a Federal supply schedule in making third party acquisitions.
g. Preference for Recycled Products. To the extent practicabie and economically feasible, the
Recipient agrees to provide a competitive preference for products and services that conserve
natural resources and protect the environment and are energy efficient. Examples of such
produils may include, but are not limited to products described in U.S. Environmental Protection
Agency (LJ.S. EPA) guidelines at 40 C.F.R Parts 247-253, which implement section 6002 of the
Resource Conservation and Recovery Act, as amended, 42 U.S.C. § 6962.
h. Geographic Restrictions. The Recipient agrees to refrain from using state or local geographic
preferences, except those expressly mandated or encouraged by Federal statute, and as permitted
by FTA, such as stated in Subsection I S.i of this Master Agreement below.
i. Architectural. En ' eering~Desirm. or Related Services. In acquiring architectural,
engineering, or related services, the Recipient agrees to comply with the requiranents of 49
U.S.C. § 5325(d), by contracting for architectural, engineering, design or related services in the
same way as a contract for architectural and engineering services is negotiated under title IX of
the Federal Property and Administrative Services Act of 1949, as amended, 40 U.S.C. §§ 541 gI:
sue., or an equivalent qualiScations-based requiremem of the state. Provided a sufficiem number
of qualified 5rms are eligible to compete for the third party contract, geographic location may be a
selection criterion. This section does not apply to the extent a state has adopted or adopts by law
format procedures for procuring those services.
j. Force Account. The Recipient agrees that FTA may determine the extent to which Federai
assistance may be used. to participate in force account costs.
k. Award to Other Than the Lowest Bidder. In accordance with 49 U.S.C. § 5326(c), a
Recipient may award a third party contrail to other than the lowest bidder in connection with a
procurement, when such award furthers objectives consistent with the purposes of 49 U.S.C.
chapter 53 and arty implementing regulations, circulars, manuals, or other guidance FTA may
issue.
1. Rollin Sg 'lock. In acquiring rolling stock, the Recipient agrces as follows: ~"
(i) Method of Acquisition. The Recipient may acquire rolling stock by awarding the third
party contract based on: (a) a competitive procurement process, (b) the initial capital cost of the
n- 14-49
Mau.. .. _~:eemeat FfA MA(3), October 1, 19% .. Pane 20
rolling stock, or (c) the performance, standardization, life cycle costs, and other factors pertaining
to the rolling stocl~ in accordance with 49 U.S.C. § 5325(b).
(2) Prs-Award and Post-Delivery Requirements. The Recipient agrees to comply with the
requirements of 49 U.S.C. § 53230) and FTA regulations, "Pre-Award and Post-Delivery Audits
of Rolling Stock Purchases," 49 C.F.R Part 663, and any revision thereto. ,
(3) Bus Testin¢. To the extent applicable, the Recipient agrees to comply with the
requirements of 49 U.S.C. § 5323(c) and FTA regulations, "Bus Testing, 49 C.F.R Part 665, and
any revision thereto.
m. Bonding. The Recipient agrees to comply with the following bonding requirements.
(1) Construction Activities. The Recipient agrees to comply with the bid guarantee,
performance, and payment bonding provisions of 49 C.F.R § 18.36(h) or 49 C.F.R. § 19.48(c),
as applicable, and with any requirements FTA may issue.
(2) Other Activities. The Recipient agrees to comply with any other bonding requiremenp~ ~,
restrictions FTA may impose.
n. Notification of Federal Particioation. In the announcement of any third party contract award
for goods or services including constmxion services) having an aggregate value of $500,000 or
morn, the Recigiem agrees to specify the amount of Federal assistance to be used in financing that
acquisition of goods and services and to express the amount of that Federal assistance as a
percentage of the total cost of that third party contras.
Sesion 16. Leases.
a. Capital Leases. To the extent applicable, the Recipient agrees to comply with FTA
regulations, "Capital Leases," 49 C.FR Part b39, and atry revision thereto.
b. Leases Involving Certificates of Partici 'on. The Recipiem agrees to obtain FTA
wncutrertce before emering into a leasing artangement involving the issuance of certificates of
participation in connection with the acquisition of any capital asset.
c. Gross-Border Leases. To the extent applicable, the Recipient agrees to wmply with ~' .~,
Circular 7020.1, "Cross-Border Leasing Guidelines," April 26, 1990, in connexion with the
acquisition of capital assets involving across-border lease.
Section 17. Patent Rigs.
,:,.
a. General. If atry invention, improvement, or discovery of the Recipient or any of its third party
contrasors is G.. ~ . -rved or first asually reduced to prasice in the course of or under the
14-50
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. _ _ ~,
b. Federal Ri ts. Unless the Federal Government later makes a contrary determination in
writing, the rights and responsibilities of the Recipient, third party contractor, subrecipiem and
the Federal Government pertaining to that invention, improvement, or discovery wiil be
determined in accordance with applicable Federal laws, regulations, including any waiver thereof.
Unless the Federal Government later makes a contrary determination in writing, the Recipient
agrees that, irrespective of its status or the status of arty subrecipient or arty third party contractor
at any tier i.e a large business, small business, state govemment or state instrumemality, local
government, nonprofit organization, institution of higher education, individual, etc.), the Recipient
agrees it will transmit to FTA those rights due the Federal Government in any invention resulting
from that third party contract described in U. S. Department of Commerce regulations, "Rights to
Inventions Made by Nonprofit Organisations and Small Business Firms Under Government
Grants, Contracts and Cooperative Agreements," 37 C.F.R Part 401.
Section 18. ~tipltts iri Data and Copyrights.
a. Definition. The term "subject data" used in this section means recorded information, whether
or not copyrighted, that is delivered or specified to be delivered under the Grant Agreement or
Cooperative Agreement. 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. The tent[ "subject data" does not
include financial reports, cost analyses, and similar information used for Project administration.
b. Federal Restrictions. The following restrictions apply to all subject data first produced in the
performance of the Grant Ageement or Cooperative Agreement:
(1) Except for its own internal use, the Recipient may not publish or reproduce subj~~~4 c~
in whole or in part, or in arty manner or form; nor may the Recipient authorize others to do sa,
without the written consent of the Federal Govermnent, until such time as the Federal
Government may have either released or approved the release of such data to the public.
(2) The restriction on publication of Subsection 18.b(1) of this Master Agreement, however,
does not apply to an Agreement with an institution of higher learning.
c Federal Rights in Data and Copyri¢hts. In accordance with 49 C.F.R § 18.34 and 49 C.F.R..
§ 19.36, the Federal Government reserves aroyalty-frce, non-exclusive and itrervocabl~ iss a~ +a°+
reproduce, publish, or otherwise use, and to authorize others to use, for Federal Government
purposes the "subject data" described in the following Subsections 18.c(1) and 18.c(2) of this
Master Agreemeu. As used in the previous sentence, "for Federal Government purposes," means
use only for the direct purposes of the Federal Government. Without the copyright owner's
consen} ° Federal Govermnent may not extend its Federal license to other parties.,.;,r
• -•- 14-51
_._ ..... .r,. _
Harter A• ...,.:otFl'A MA(3). October 1. 1996 __ ~ Page 22
(1) Any subject data developed under the Grant Agreement or Cooperative Agreement, or
under a third party contract or subagreement financed by the Grant Agreement or Cooperative
A Bement, whether or not s co "=`
gr pyright has bcen obtained; and
(2) Any rights of copyright to which a Recipient, subrecipieM, or a third party contractor
purchases ownership with Federal assistance. .
d. Special Federal Rights for Plannin¢. Research. and Develgpment Projects. FTA's purpose in
providing financial assistance for a planning, research, development, or a demonstration Project, is
to increase transportation knowledge, rather than limit the benefits of the Project to participants in
the Project. Therefore, unless FTA deterntines otherwise, the Recipient of FTA financial
assistance to support a planning, research, developmem, or a demonstration Project agrees that, in
addition to the rights in data and copyrights of Subsection 18.c of this Master Agreement, FTA
may make available to any FTA reapient, subrecipient, third party contractor, or third party
subcontractor, either FTA's license in the copyright to the subject data or a copy of the subject
data. If the Project, which is the subject of the Grant Agreement or Cooperative Agreement, is -
not completed for arty reason whatsoever, all data developed under that Project shall become
subject data as defined in Subsection 18.a ofthis Master Agreement and shall be delivered as the
Federal Government rosy direct. This Subsection 18.d of this Master Agreement, however, rie;ra
not apply to adaptations of automatic data processing equipmem or programs for the Recipierrt's
use whose costs are financed with Federal transportation funds for capital projects.
e. Hold Harmless. Unless prohibited by state law, 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 Lability, including
costs and expenses, resulting from any willful or intentional violation by the Recipient of
proprietary rights, copyrights, or tight of privacy, arising out of the publication, translation,
reproduction, delivery, use, or disposition of any data furnished under the Project. The Reapiertt
shall not be required to indemnify the Federal Govemmertt for arty such liability caused by the
wrongful acts of employees or agents of the Federal Government.
f Restrictions on Access to Patent Rights. Nothing contained in this section on rights in data . ,
shall imply a license to the Federal Government tinder arty patent or be construed as affecting the
scope of arty license or other right otherwise grained to the Federal Government under arty patent.
g. AppLcation to Materials Inwrporated into the Project. The requirements of Subsections 18 °_^,
18.c, and 18.d of this Master Agreement do not apply to material furnished by the Recipiene sold
incorporated lino the work carried out under the Grant Agreement or Cooperative Agreemeru,-
provided that the Recipient identifies the incorporated material at the time of delivery of the weak ~..
Section 19. Real Property. Equipment. and Suonlies.
Unless otherwise approved by FTA, th`e following conditions apply to:the tresunent of real
property, equipmer °d supplies financed by the Grartt Agreement or Cooperative Agreement:
14-52
a. Use of Properly. The Recipiem agrees that Project real property, equipment, and supplies
shall be used for appropriate Project purposes (including joint development purposes that
generate program income to support transit activities) for the duration of the'a useful lilt; $4
established by FTA. Should the Recipient unreasonably delay or fail to use Project real property,
equipment, or supplies during their useful life, the Recipient agrees that FTA may require the
Recipient to return the entire amount of the Federal assistance expended on that property. The
Recipient further agrees to notify FTA immediately when arty Project real property or equipment
is withdrawn from Project use or when real property or equipment is used in a manner
substantially different from the representations made by the Recipient in its Application or the
Project Description of the Grant Agreement or Cooperative Agreement for the Project.
b. General Federal Requirements. 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 other applicable guidelines or regulations the Federal
Government may issue. A Recipient that is an institution of higher education, a private nonprofit
organization, or a for-proSt organization agrees to comply with 49 C.F.R. §§ 19.30 through
19.37, including any amendments thereto, and other applicable guidelines or regulations the
Federal Government may issue. Exceptions to the requirements of 49 C.F.R §§ 18.31 through
18.34, and to 49 C.F.R §§ 19.30 through 19.37, must be specifically approved by the Federrs`
Government. Nevertheless, FTA has established specific reimbursement requirements for
premature dispositions of certain Project equipment (ice, when Project equipmem is withdrawn
from appropriate use before the expiration of the equipment's useful fife established by FTA), as
explained further in Subsection 19.g of this Master Agreement.
c. Maintenance. The Recipient agrees to maintain Project real property and equipment in good
operating order, and in wmpliance with arty guidelines, directives, or regulations FTA may issue.
d. Recor s. The Recipient agrees to keep satisfactory records with regard to the use of Project
real property, equipment, and supplies, and submit to the FTA upon request wch information as
may be required to assure compliance with Section 19 of this Master Agreement.
e. Encumbrance of Project Property. The Reapieat agrees to maintain satisfactory cor-tirtuing
control of Project real property or equipment. Thus, unless authorized in writing by FTA,
(1) Written Transactions. The Recipient agrees to refisin frrom exewting arty transfer of
title, lease, lien, pledge, mortgage, encumbrance, third party contract, grant anticipation hate;
alienation, or other obligation that in atry way would affect the Federal interest in arty Pr~,~-- 4:'s
property or equipment.
(2) Ora! Transactions. The Recipient agrees to refrain from obligating itself in arty n7~ldal~3` a~.
any third party with respect to Project real property or equipment.
(3) Other Actions. The Reapient agrees to refisitr from taking any action that would either
adversely affect the Federal interesX~gr impair the Recipient's continuing control of the use of
Project real • -erty or equipmem. 4.-,,;.,
- 14-53
_. s=,
f. Transfer of Project Property. The Recipient understands and agrees as follows:
(1) ~ iecipient Regl~. The Recipient rosy transfer assets financed under 49 U.S.C. -
chapter 53 to a public body to be used for arty public purpose with no further obligation to the
Federal Government, provided that transfer is approved by the Federal Transit Administrator and
conforms with the requirements of 49 U.S.C. § 5334(8). .
(2) Federal Government Direction. The Recipient agrees that the Federal Government may
require-the Recipient to ;transfer title to arty real property, equipment, or supplies financed with
Federal assistance made available by the Grant Agreement or Cooperative Agreement as
permitted by either 49 C.F.R §§ 18.31 through 18.34, or 49 C.F.R § 19.3, as applicable. The
Recipient also agrees that the Federal Government may direct the disposition of real property or
equipment financed with Federal assistance funds made available for the Grant Agreement or
Cooperative Agreement, as permitted by either 49 C.F.R. §§ 18.31 through 18.33, or 49 C.F.R
§§ 19.32 through 19.35, as applicable.
(3) Leasing Project Property to Another Party. if the Recipient leases any Project asset to
another party, the Recipient agrees to retain ownership of the leased asset, and assure that the
lessee will use the Project asset appropriately, either through a "Lease and Supervisory
Agreement" between the Recipient and lessee, or another similar document. Upon request by
FTA, the Recipient agrees to provide a copy of arty relevant documents.
g. Disposition of Project Property. The Recipient agrees that FTA may establish the useful life
of Project property, and that the Recipient will use Project property continuously and
appropriately throughout the period of tune of the property's useful life.
(1) Project Proo.~y Whose Useful Life Has Expired. For property whose useful life, as
determined by FTA has expired, the Recipient agrees to comply with the property disposition
requirements of either 49 C.F.R Part 18 or 49 C.F.R: Part 19.
(2) j'rpject Properly Prematurely Withdrawn from Use. For property withdrawn fro.r°
appropriate use before its useful life has expired, the Recipient agrees to the following provisions:
(a) Notification Reouirement. The Rerapient agrees to notify FTA immediately when
any Project real property, equipment, or supplies are prematurely withdrawn from appropriate
use, whether by planned withdrawal, misuse, or casualty loss.
(b) Federal Interest in Prematurely Withdrawn Project Property. Unless otherwise .
approved by the Federal Government, the Recipient agrees to remit to the Federal Governn•E,k~~':
the Federal interest in the fair market value of Project real property, equipment, or supplies
prematurely withdrawn from appropriate use. The amount of Federal interest in the property shall
be detemdned on the basis of the ratio of the Federal assistance awarded by the Federal
Government for the property to the acatal cost of the Property. The Reapient agreesto the
following methods of calculating the fair market value of property preroaGrrely withdrawn from
appropriate use:
14-54
1. Equipment and Supplies. Unless otherwise detetmirted in writing by FTA, fair
market value shall be calculated by straight line depreciation of the equipment or supplies, based
on the useful life of the ::quipment or supplies established or approved by FTA The fair market
value of equipment and supplies shall be the value immediately before the occurrence prompting
the withdrawal of that property from use. 1n the case of equipment or supplies lost or damaged.
by casualty or fire, the fair market value shall be calculated on the basis of the, condition of that
property immediately before the casualty or fire, irrespective of the extent of'utsurana coverage.
As authorized by 49 C.F.R § 18.32(6), a state may use its own disposition procedures, provided
that the state's procedures comply with the laws governing that state
2: Real Property. The fair market value of real property shall be determined either
by competent appraisal based on an appropriate date approved by the Federal Government, in
accordance with the standards of 49 C.FR Pan 24, or by straight line depreciation, whichever is
greater.
3. Exceptional Circumstances. The Federal Government reserves the right to
require the use of another method of valuation if determined to be in the best interests of the
Federal Governmem. In unusual circumstances, the Recipient may. request that another
reasonable method of determining fair market value be used including, but not limited to,
accelerated depreciation, comparable sales, or established market values. In detemiinirig whether
to approve another method of valuation, the Federal Government may consider any action taken,
omission made, or unfortunate occurrence suffered by the Reapient with respect to the
preservation or conservation of the value of the real property, equipment, or supplies withdrawn
from appropriate use for arty reason.
h. Misused or Damaged Propene. If any damage to Project real property, equipment, or
supplies results from abuse or misuse occumng with the Recipient's knowledge and consent,
the Recipient agrees to restore that real property or equipment to its original condition or refund
the value of the Federal interest in the damaged property, as the Federal Government may require. -
i. Obligations After Project Closeout. A Recipient that is a state, local, or Indian tribal
govemmertt agrees that Project closeout wiU riot alter its property management obligations ox
Section 19 of this Master Agreement and 49 C.F.R §§ 18.31 through 18.34. A Reapiem that is
an institution of higher education, a private nonprofit organization, or a for-profit organization
agrees that project closeout will not alter its property tnanagemtxtt obligations under tins Section
19 of this Master Agreement and 49 C.F.R §§ 19.32 through 19.37.
Section 20. ~.
Apart from other insurance requiremeMS that may apply to the Recipient, the Recipient agrees as
follows:
a. Insurance During Construction. At a minimum, the Retapiem agrees to comply with the
insurance requirr •rts normally imposed by its state and local governments. „ _ ,
14-55
Master Agent F'" ' : -L9(3), October 1. 19% -
Pace 26:
b. Flood Hazards. The Recipient agrees to comply with the flood insurance purohase
requirements of section l02(a) of the Flood Disaster Protection Act of 1973, 42 U.S.C.
§ 4012a(a), with respect to each Prrjwt activity involving construction or acquisition.
Section 21. l~ject Management for Major Capita! Projects.
The Recipient agrees to comply with FTA regulations, "Project Management Oversight,"
49 C.F.R. Part 633, and any revision thereto, applicable to a Major Capital Project.
Section 22. Ci ' t .
a. Prohibitions Against Discrimination in Federal Programs. The Recipient agrees to comply
with, and assure compliance by each third party contractor at any tier and each subrecipient at arty
tier under the Project, with all requirements of Title VI of the Civil Rights Act of 1964, as
amended, 42 U.S.C. § 2000d; 49 U.S.C. § 5332; and DOT regulations, "Nondiscrimination in
Federally-Assisted Programs of the Department of Transportation -Effectuation of Titre VI of
the Civil Righu Act," 49 C.F.R Part Zl, and any implementing requirements FTA may issue.
b. )qual Employment Opportu ' .The Recipierrt agrees to comply with the following equal
employment opportunity (EEO) requirements:
(1) General Requirements. The Recipient agrees as follows:
(a) The Recipient agrees that it will not discrintirtate against any employee or applicant
for employment because of race, color, creed, sex, disability, age, or national origitG 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, creed, sex,
disability, age, or national origin. Such action shall include, but not be limited to, employment,
upgrading, demotion or transfer, recruitment, or recntitment advertising, layoffbr tennina°_ ~:
rates of pay or other forms of compensation; and selection for training, including apprenticeship.
The Recipient also agrees to comply with arty implementing requiremerts FTA may issue.
(b) If the Recipient is required to submit and obtain Federal Government approval of its
EEO prograttt, that EEO program approved by the Federal Government is incorporated tit
reference and made part of the Grant Agreement or Cooperative Agreement. Failure by td.
Recipient to carry out the teens of that EEO program shall be treated as a violation of the Grant
Agreement or Cooperative Agreement. Upon notification to the Recipient of its failure a~ •°-.° s
out the approved EEO program, the Federal Governmern may impose such remedies as it
considers appropriate, including termination of Federal futancial assistance in accordance with
Section 11 of this Master Agreement, or other measures that may affect the Recipient's eligibility
to obtain future Federal financial assistance for transportation projects. .
14-56
(2) >Auai Emp)ovment Opportunityy Requirements for Construction Activities. With respect
to construction activities, the Recipient agrees to comply with all applicable EEO requirements of
U.S. Department of Labor (U.S. DOL) regulations; "(3$ce of Federal Contract Compliance
Programs, Equal Employment Opportunity, Department of Labor," 41.C.F.R Parts 60 ~ esq.,
(which implement Executive Order No. 11246, "Equal Employment Opportunity," as amended by
Executive Order No. 1.1375, "Amending Executive Order 11246 Relating to Equal Employment
Opportunity," 42 U.S.C. § 2000(e) and any Federal statutes, executive orders, regutatiors, and
Federal policies that may affect constmction activities undertaken in the course of the ProjecK.
c. Disadvantaged Business Enterprise. The Recipient agrees to take the following measures to
facilitate participation by disadvantaged business enterprises (DBE) in the Project:
(1) The Recipient agrees to comply with. current U.S. DOT regulations on DBE participation
in U.S. DOT financial assistance programs, at 49 C.F.R Part 23 or at another Part if re-issued,
and any requirements or guidance FTA may issue.
(2) The Recipient agrees that it will not discriminate on the basis of race, color, national
origin, or sex in the award and performance of any third party contract, or subagreement financed.
with Federal assistance derived from the U.S. DOT. The Recipient agrees to take all necesst. y
and reasonable steps required by U.S. DOT regulations to ensure that eligible DBEs have the
maximum feasible opportunity to participate in third party contracts futanced with Federal
assistance awarded by U.S. DOT. If the Recipient is required by U.S. DOT regulations to have a
DBE program, the DBE program approved by U.S. DOT is incorporated by reference and made
part of the Grant Agreemem or Cooperative Agreement. lmplemerttation of that DBE program is
a legal obligation, and failure to carry out its terms shall be treated as a violation of the Grant
Agreement or Master Agreement. Upon notifying the Recipient of arty failure to implement its
approved DBE program, U.S. DOT may impose sanctions as provided for under its regulations
and may, in appropriate cases, refer the matter for enforcement under 18 U.S.C. § 1001, and the
Program Fraud Civil Remedies Act, 31 U.S.C. §§ 3801 e~ ggg.
d. Access Requirements for Persons with DicAdities. The Recipiem agrees to comply +:. sx4s <j;
applicable requirements of the Americans with Disabilities Act of 1990 (ADA), as amended,
42 U.S.C. §§ 12101 gj seq.; section 504 of the Rehabilitation Act of 1973, as amended,
29 U.S.C. § 794; 49 U.S.C. § 5301(d); and the following Federal regulations including arty
amendments thereto:
(1) U.S. DOT regulations, "Transportation Services for Individuals with Disabdiaes 6; ~`~,'
49 C.FR Part 37;
(2) U. S. DOT regulations, "Nondiscrimination on the Basis of Handicap in Prc,grar: s -ri
Activities Receiving or Benefiting from Federat Financial Assistance," 49 C.FR Part 27;
(3) U.S. DOT regulations, "Americans With Disabilities (ADA) Accessibility Specifications
for Transportation Vehicles„,".:49 C.F.R Part 38;
_ 14-57
Master A~meat FfA 1.^....;31 l')ctober 1. 1996 P.on 91t:_--
(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. DO] regulations, "Nondiscrimination on the Basis of Disability by Public
Accommodadons and in Commercial Facilities," 28 C.F.R Part 36;
(6) U.S. GSA regulations, "Accommodations for the Physically Handicapped," 41 C.F.R
Subpart 101-19;
(7) U.S. Equal Employment Opportunity Commission, "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; and
(9) FTA regulations, "Transportation for Elderly and Handicapped Persons," 49 C.F.R
Part 609.
(10) Arty implementing requiremems FTA may issue.
Section 23. Employee Protections.
a. Construction Activities. The Recipient agrees to comply with the employee protection
requiremems for copstruction employees as follows:
(1) Davis-Bacon Act as amended. 49 U.S.C. § 5333(a), the Davis-Bacon Act, 40 U.S.C.
§§ 276a through 276a(7), and implementing U.S. DOL regulations, "Labor Standards Provisions
Applicable to Contracts Govenung Federally F'u-anced and Assisted Construction (also L~',:.~,r
Standards Provisions Applicable to Nonconstnrction Contracts Subject to the Contract ~s s:
Hours and Safely Standards Act)," 29 CFR Part 5.
(2) Contract Work Hours and Safetv Standards Act as amended. specifically section 102 of "
that Act, 40 U.S.C. §§ 327 through 332; and implemertittg U.S. DOL regulations, "Labor
Standards Provisions Applicable to Contracts Governing Federally Finatced and Assisted
Construction (also Labor Standards Provisions Applicable to Nonconstnrction Contracu Subj~::a
to the Contract Work Hours and Safety Standards Act)," 29 C.F.R Part 5; and section 107 of
that Act, 40 U.S.C. § 333, and implementing U.S. DOL regulations, "Safety and Health
Regulations for Construction," 29 C.F.R Part 1920.
(3) Copeland "Ami-Kickback" Act as amended 18 U.S.C. § 874 and 40 U.S.C. § 276c, and
implementing U.S. DOL regulations, "Contractors and Subcontractors on Pubfic Building or
Public Work Financed in Whoie or in part by Loans or Grano from the United States," 29 C,F.It.
Part 3.
14-58
b. Activities Not Involving Construction. The Recipient agrees to comply with and assures
compliance with applicable employee protection requirements for nonconstruction employees of
- section 102 of the Contract Work Hours and Safety Standards Act, as amendea; ~r3 U.S.C.
§§ 327 through 332, 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 PaR 5.
c. State and Local Government Emolovees. The Reapient agrees that the minimum wage and
overtime provisions of the Fair Labor Standards Act, as amended, 29 U.S.C. §§ 206 and 207,
apply to employees performing work involving commerce, including such state and ]ocal
government employees as public transit authority employees, participating in the Project.
Consequently, each Recipient that is a state or local government agrees to comply with the Fair
Labor Standards Act's minimum wage and overtime requirements for employees performing work
in connection with the Project.
d. Transit Employee Protective Arrangements. If the Gram Agreement or Cooperative
Agreement indicates that U.S. DOL transit employee protective arratrgements apply to transit
operations performed in connection with the Project, the Recipient agrees to comply with th=.
appropriate requirements below applicable to its Project:
(1) Standard Transit Employee Protective Arran esr meets. To the extent that transit
operations are involved, the Recipiem agrees to carry out the Project in compliance with terms
.and conditions determined by the Secretary of Labor to be fair and equitable to protect the
interests of employees affected by the Project and to meet the requrements of 49 U.S.C.
§ 5333(b), and U.S. DOL guidelines, "Section 5333(b), Federal Transit Law," at 29 C.F.R Part
Z15, and any amendmetrts thereto. These terns and conditions are identified in U.S. DOL's
certification of transit employee protective arrattgemems to FTA, the date of which is included in
the Gram Agreement or Cooperative Agreement. The Recipient agrees to carry out the Project in
compliance with the conditions stated in that U.S. DOL certification That U.S. DOL certification
and any documarts cited therein are incorporated by reference and made part of the Grae~=:
Agreement or Cooperative Agreement. The requirements of this Subsection 23.d(I) of ibis
Master Agreement, however, do not apply to formula assistance projects for the elderly and
persons with disabilities authorized by 49 U.S.C. § 5310(a)(2) or to formula assistance projects
for nonurbanized areas authorized by 49 U.S.C. § 5311; separate requirements for those projects
are comairted in Subsections 23.d(2) and 23.d(3) of this Master Agreement.
(2) Transit Employee Protective Arran¢ements for Projects Authorized by 49 U.S.C.
S 5310(a)(21 for the Elderly and Persons with Disabilities. If the Secretary of Transpottatinn hn
determined or dete:-mines in the future that employee protective arrngemems required hr
49 U.S.C. § 5333(b) are necessary or appropriate for a public body subrecipient under the
Project, the Recipient agrees to carry out the Project in compliance with the terms and conditions
determined by the Secretary of Labor to meet the requirements of 49 U.S.C. § 5333(b), and
U.S. DOL guidelines, "Section 5333(b), Federal Transit Law," at 29 C.F.R Part 215, and arty
amendments thereto. TI - •emts and conditions are identified in U.S. DOL's certification of ,,,.
14-59
Master Anreemeat FTA MA(3 ~. ~ ~.t~ber 1. 1996
Pace 30 ~ : .-
transit employee protective arrangements to FTA, the date of which is included in the Grant
Agreement or Cooperative Agreement. The Recipient agrees to carry out the Project in
compliance with the conditions stated in that U.S. DOL certification. That U.S. DOL certifit~tion
and any documents cited therein are incorporated by reference and made part of the Grant
Agreemarrt or Cooperative Agreement.
(3) T~rr~ii Employee Protective Arrangements for Projects Authorized kY 49 U.S.C. & 5311
in Nonurbanized Areas. The Recipient agrees to comply with the terms and wnditions of the
Special Wartattty for the Nonurbanized Area Program agreed to by the Secretaries of
Transpottation and Labor, dated May 31, 1979, and the procedures implemented by U.S. DOL or
any revision thereto.
Section 24. Planning and Private Enterprise.
a. FTA Requirements. The Recipient agrees that each Project financed under the Grant
Agreement or Cooperative Agreement will be implemented in a manner consistent with the plans
developed in accordance with applicable planning and pm+ate enterprise requiremems of
49 U.S.C. §§ 5303 through 5306, and joint Federal Highway Administration (FFIWA)/FI'A
regulations, "Planning Assistance and Standards," 23 C.F.R Part 450 and 49 C.F.R. Part 613.
b. Irrfrastrucum Investment. The Recipient agrees to consider the provisions of Executive Order
No. 12803, "Infiastructure Privatization," 57 ~. Reg. 19063, May 4, 1992; and Executive
Order No. 12893, "Principles for Federal Infrasutrcture Investments," 59 ~. Reg. 4233,
January 26, 1994.
Section 25. Environmental Requirements.
The Recipient recogrtizes that many Federal and state laws imposing environmental and resource -
consetvationrequirements may apply to the Project. Some, but not all, of the major Federal latc^;<
that may affect the Project include: the National Environmental Policy Act of 1969, as amended,
42 U.S.C. §§ 4321 gt ~.; the Clean Air Act, as amended, 42 U.S.C. §§ 7401 gl ggcl. and
scattered sections of 29 U.S.C.; the Clean Water Act, as amended, scattered sections of
33 U.S.C. a~ 12 U.S.C.; the Resource Conservation and Recovery Act, as amended, 42 U.S.C.
§§ 6901 et ~.; and the Comprehensive Environmental Response, Compensation, and Liability
Act, as amended, 42 U.S.C. §§ 9601 et ~. The Recipient also recognizes that U.S. EPA,
FHWA and other agencies of the Federal Government Have issued and are expected in the future
to issue regulations, guidelines, standards, orders, directives, or other requrrements that may
affect the Project. Thus, the Recipient agrees to adhere to, and impose on each subrecipient and
each third party contractor, any such Federal requirements as the Federal Government may now
or in the future promulgate. Listed below are requirements of particular concern to FTA and the
Recipient.. The Recipient acknowledges that this list does not constitute the Reapient's entire
obligation to meet all Federal environmental and resource conservation requirements.
14-60
a. EQvironmental Protection. The Recipient agrees to comply with all applicable requirements of
the National Environmental Potiry Act of 1969, as amended, 42 U.S.C. §§ 4321 et ~. in
accordance wit': Executive Order No. 12898, "Federal Actions to Address Environmental Justice
in Minority Populations and Low-Income Populations," 59 ~. Reg. 7629, Feb. l6, :1994; FTA
statutory requirements on environmental mattors at 49 U.S.C. § 5324(b); Council on '-
Environmental Quality regulations on compliance with the National Environmental Policy Act of
1969, as amended, 40 C.F.R Part 1500 g<t ,cgq.; and joiru FFiWA/FTA regulations,
"Environmental Impact and Related Procedures," 23 C.F.R. Part 771 and 49 C.F.R Part 622.
b. Air Quality. The Recipient agrees to comply with all applicable standards, orders, or
regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. §§ 7401 et esq. .
Specifically:
(1) The Recipient agrees to comply with applicable requirements of U.S_ EPA regulations,
"Conformity to State or Federal Implementation Plans of Transportation Plans, Programs, and
Projects Developed, Funded or Approved Under Title 23 U.S.C. or the Federal Transit Act,"
40 C.F.R. Part 51, Subpart T; and "Determining Conformity of Federal Actions to State or
Federal Implementation Plans," 40 C.F.R Part 93. To support the requisite air quality conformity
finding for the Project, the Recipient agrees to implement each air quality mitigation and control
measure incorporated in the Project.. The Recipient agrees that any Project identified in an
applicable State Implementation Plan (SIP) as a Transportation Control Measure, will be wholly
consistem with the design concept and scope of the Project described in the SIP.
(2) U.S. EPA also imposes requirements implementing the Clean Air Act, as amended, that
may apply to transit operators, particularly operators of large transit bus fleets. Thus, the
Recipient shwrld be aware that the following U.S. EPA regulations, among others, may apply to
its Project: "Comrol of Au Pollution from Motor Vehicles and Motor Vehicle Engines,"
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: Certification and Test Procedures," 40 C.F.R. Part 86; and "Fuel
Economy of Motor Vehicles," 40 C.F.R Part 600.
c. Clean Water. The Recipient agrees to comply with all applicable standards, orders, or
regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S:C:
§§ 1251 glg~.
d. Use of Public Lands. The Recipient agrees that no 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, or arty land from a
historic site of national, state, or local significance may be used for the Project unless the FTA
makes the specific findings required by 49 U.S.C. § 303.
e. Nrstoric Preservation. The Recipient agrees to assist the Federal Government in complying
with section 106 of the National Historic Preservation Act, 16 U.S.C. § 470f, involving historic
and archaeological preservation as follows:
14-61
(1) The Recipient agees to consult with the State Historic Preservation Officer about
investigations to identify properties and resources listed in or eligble for inclusion in the National
Register of Historic Places ~Yat may be affected by the Project, in accordance with Advisory
Council on I-Lstotic Preservation regulations, "Protection of Htstoric and Cultural Properties,"
36 C:F.)t. Part 800,-and notifying FTA of those properties so affected.
(2) The Recipient agrees to comply with all Federal requirements to avoid or mitigate
adverse effects on those historic properties.
f. Mitigation of Adverse Environmental Effects. The Recipient agrees that if the Project should
cause adverse environmental effects, the Recipient will take all reasonable steps to minimize those
effects in accordance with 49 U.S.C. § 5324(b), and all other applicable Federal laws and
regulations, specifically, the procedures of 23 C.F.R Part 771 and 49 C.F.R. Part 622. The
Recipient agrees to undertake all environmental mitigation measures that may be identified as
commitments in applicable environmental documents (such as environmental assessments,
environmental impact statements, memoranda of ageement, and statements required by
49 U.S.C. § 303) and with any conditions the Federal Government has imposed in its Ending of
no significam impact or a record of decision. Those mitigation measures are incorporated by
reference and made part of the Grant Agreement or Cooperative Agreement. As soon as the
Federal Government and the Recipient reach agreemett on any deferred mitigation measures,
those measures will then be incorporated by reference and made part of the Grant Agreement or
Cooperative Agreemem. The Recipiem agrees that any mitigation measures agreed upon may not
be modified or withdrawn without the express written approval of the Federal Government.
Section 26. E~ Conservation. The Recipient agrees to comply with the mandatory energy
efficiency standards and policies within the applicable state energy conservation plans issued in
compliance with the Energy Policy and Conservation Act, 42 U.S.C. §§ 6321 gl c,~.
Section 27. State Management and Monitoring,;ivstems.
To the extent applicable, the Recipient agrees to comply with applicable requirements of joint
FHWA/FfA regulations, "Management and Monitoring Systems," 23 C.F.R Parts 500 and 626,
and 49 C.F.R Part 614.
Section 28. Charter Service Operations.
't'he Recipient agrees that neither it nor any transit operatot performing work in wnnectioti with
the Project will engage in charter service operations, except as permitted by 49 U.S.C. § 5323(d)
and FTA regulations, "Charter Service," 49 C.F.R Part 604, and arty amendments thereto that
may be issued. Any charter service agreement required by these regulations is incorporated by
reference and made part of the Grant Ageement or Cooperative Ageement.
14-62
Section 29. School Transportation Operations.
The Recipient agrees that neither it nor any t,asit operator performing work in connection with
the Project will engage in school transportation operations for the transportation of students or
school personnel exclusively in competition with private school transportation operators, except
as permitted by 49 U.S.C. § 5323(f) and FTA regulations, "School Bus Operations," 49 C.F.R
Par 605, and any amendments thereto that may be issued. Any school transportation agreanem
required by these regulations is incorporated by reference and trade part of the Grant Agreement
or Cooperative Agreement.
Section 30. Metric System. To the extent required by U.S. DOT or FTA, the Recipient agrees to
use the metric system of measurement in its Project activiries, as may be required by 49 U.S.C.
§§ 205a et sgg.; Executive Order No. 12770, "Metric Usage in Federal Government Programs,"
IS U.S.C. § 205a note; and other regulations, guidelines, and policies issued by U.S. DOT or
FTA. To the extent practicable and feasible, the Recipiett agrees to accept products and services
with dimensions expressed in the metric system of measurement.
Section 3 t. Privacy. To the extent that the Recipient, arty third party contractor at any tier, arty
subrecipient at arty tier, or their employees administer atry system of records on behalf of the
Federal Government, the Recipient agrees to comply with, and assures the compliance of each
affected third party contractor at any tier, each affected subrecipient at arty tier, and their
employees with the information restrictions and other applicable requirements of the Privacy Act
of 1974, 5 U.S.C: § 552, (the Privacy Act). SpeciScally:
a. Consent of Federal Government. The Recipient agrees to obtain the express consent of the
Federal Government before it or its third party contractors, subrecipienu, or any of their
employees operates a system of records on behalf of the Federal Government.
b. Acknowledgment of Civil and Criminal Penalties. The Recipient acknowledges that =°*::
requirements of the Privacy Act, including ttie civil and criminal penalties for violations of t,
Privacy Act apply to those individuals administering a system of records for the Federal
Government under the Project, and that fat~ure to comply with the Privacy Act may result in
termination of the Grant Agreement or Cooperative Agreement.
Section 32. Substance Abuse.
a. Drug Abuse. The Recipient agrees
(1) The Recipient agrees to comply with U.S. DOT regulations, "Doug-Free Workplace
Requirements (Grants)," 49 C.F.R Part 29, Subpart F:
14-63
aye
(2) To the extent applicable, the Recipient agrees to comply with FTA regulations,
"Prevention of Prohibited Drug Use in Transit Operations," 49 C.F.R Part 653, and any guidance
pertaining to the dnig abuse provisions of 49 U:S.C. § 5331 that FTA or U-S. DOT may issue.
b. Alcohol Abdse. To the extent applicable, the Recipient agrees to comply with FTA
regulations, "Prevention of Alcohol Misuse in Transit Operations," 49 C.F.R Part 654, and any
guidance. pertaining to the alwhol abuse provisions of 49 U.S.C. § 5331 that FTA or U.S. DOT
. may issue
Section 33. State Safety Oversight of Rail Fixed Guideway Public S ems.
To the extent applicable, the Recipiem agrees to comply with 49 U.S.C. § 5330, and FTA
regulations, "Rail Fixed Guideway Systems; State Safety Oversight," 49 C.F.R. Part 659 and any
guidance pertaining to state safety oversight of rail fixed guideway systems that FTA or U.S.
DOT may issue to implement 49 U.S.C. § 5330.
Section 34. Special Requirements for Formula Assistance Projects for Urbanized Areas.
a. Fares and Services. The Recipient agrees to use its established administrative process to
solicit and consider public commem before raising fares or implementing a major reduction of
service.
b. Audit Requirements. The Recipierrt agrees that the Federal Government may conduct or
require the Recipient to engage an independent entity to conduct annual or more fi-equent
reviews and audits required by 49 U.S.C., § 5307(1) and applicable regulations or guidelines that
the Federal Government may issue.
c. Half Fare Requirements. The Recipient agrees that the rates charged the elderly and perstans
with disabilities during nonpeak hours for transportation using or involving Project facilies;~. . ~ ..
equipment will not exceed one-half of the razes generally applicable to other persons at peak
hours, whether the operation of such facilities and equipment is by the Recipient or is by another
entity under lease or otherwise. The Recipient agrees that it will give the raze required herein to
any individual presenting a Medicare card duly issued to that individual pursuatrt to title II or -
title XVIII of the Social Security Act, 42 U.S.C. §§ 401 el eg,g., and §§ 1395 et. deg. resn+~tienrly,
d. Procuremertt of an Associated Capital Maintenance Product. In accordance with 49 U.S.C.
§ 5325(c), the Recipiem may, without prior Federal approval, procure an eligible associatee?
capital maintenance product by cottuact oirectty with the original manufacturer or suppiier a~f ~lxe
item to be replaced, provided that the Reapient: (1) first certifies in writing that such
manufacturer or supplier is the only source of that item and the price of that item is no higher than
the price paid for that item by like customers, and (2) complies with applicable Buy America
statutory and regulatory requirements.
14-64
e. Transit Security. Each fiscal year, the Recipient agrees to spend at least one (1) percent of iu
funds authorized by 49 U.S.C. § 5307 for transit security projects, unless the Recipient has
certified to FTA that such expenditures are not necessary. " '
f. Restrictions on Use of Formula Assistance for Operations. Financial assistance for
operations authorized by 49 U.S.C. § 5307 may be applied to the Net Project Cost ofthe
Recipient's operating expenses incurred during the Project time period specified in the Approved
Project Budget, provided that the applicable operating assistance limitation is not exceeded.
g. R~portine Requirements. For each fiscal year, the Recipient agrees to conform, and
assures that any transit operator to which the Recipient provides funds authorized by 49 U.S.C.
§ 5307 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 FTA regulations,
"Uniform System of Accounts and Records and Reporting System," 49 C.F.R. Part 630, which.
includes various reports required for FTA's national transit database.
h. Criminal Sanctions. Any certificate or submission in connection with an Urbanized Area
Formula Program authorized by 49 U.S.C. § 5307 is subject to 49 U.S.C. § 1001.
Section 35. ~p~Re~uirements for Formula Assistance Projects for the Elderly and Persons
wth Disabilities.
a. Eligible Subrecipients. If the Federal financial assistance awarded for the Grant Agreement or
Cooperative Agreement has been authorized for projects under 49 U.S.C. § 5310(a)(2), the
Recipient will provide assistance only to subrecipiertts that qualify as one of the following types of
entities: (1) a pm+ate nonprofit corporation or association meeting the special needs of the elderly
and persons with disabilities for whom transit services are unavailable, insufficient, or
inappropriate; (2) a public body approved by the state to coordinate services for the elderly and .
persons with disabilities; or (3) a public body that certifies to the Governor that no nonprofit
corporations or associations are readily available in its area to provide service to meet ib ~°:
needs of the elderly and persons with disabilities.
b. State Procedures. In general, the Recipient agrees to administer the Project in accordance
with FTA Circular 9070. IC, arty revision thereto, and other FTA implementing guidance, and
applicable U.S. DOT regulations at 49 C.F.R Parts 18 and 19. To the extent that U:S. DOT
regulations at 49 C.F.R. Parts 18 or 19 conflict with the provisions of FTA Circular 9Ci' '.
any revision thereto, U.S. DOT regulations will apply.
c. Eli ' le Project Activities. Federal financial assistance awazded forthe Project may ire; ~;:c,~
for eligible capital projects specified under 49 U.S.C. § ~'s 10 and may include meal delivery
service to the extent permitted by 49 U.S.C. § 5310(h). .
Master Ageemeot FCA MA(3), October 1, ~ : ; ti
Page 36
d. ran fer of Assets. In addition to the authority to transfer Project assets provided by
49 U.S.C. § 5334(,8), the Recipient may transfer facilities and equipment acquired with financial
assistance authorized for 49 U.S.C. § 531 I to any reapient eligible to receive assistancc under
49 U.S.C. chapter 53, provided that the subrecipiem currently in possession of such facilities or
equipment consents. to the transfer and the facilities or equipment will continue to be used in
accordance with the requirements of 49 U.S.C. § 5311.
Section 36. Boccie) Rr~quirements for Formula Assistance Projects for Nonurbanized Areas.
a. State Procedures. frt general, the Recipient agrees to administer a Project financed under.
49 U.S.C. §53 t 1, in accordance with FTA Circular 9040.1 C, any revision thereto, and other FTA
implementing guidance; and applicable U.S. DOT regulations at 49 C.FR Parts 18 and 19.
However, to the extent that U.S. DOT regulations at 49 C.F.R. Parts 18 or 19 conflict with the
terms of FTA Circular 9040.1C or any revision thereto, U.S. DOT regulations will apply.
b. Eli 'blp,~ a Project Activities. Federal 5nancial assistance provided under the Grant Agreement
or Cooperative Agreerstem may be used for transit projects in areas other than urbanized areas.
These projects must be; eligible for Federal financial assistance authorized for 49 U.S.C. § ~3 i a ,
and tray include purchase of service agreements with private providers of transit service and meal
delivery service, to the.extent permitted by 49 U.S.C. § 5311.
a Transfer of Assets. In addition to the authority to transfer Project assets provided by
49 U.S.C. § 5334(8), the Recipient may also transfer facilities and equipment acquired with
financial assistance authorized for 49 U.S.C. § 5311 to arty recipient eligible to receive assistance
under 49 U.S.C. chapter 53, provided that the subrecipiertt currently in possession of those
facilities or equipment consents to the transfer and the facilities or equipment will continue to be
used in accordance with the requtremenu of 49 U.S.C. § 5311.
d. Restrictions on Use of Formula Assistance for Operations. Fommla assistance authorized for
49 U.S.C. § 5311 provided under the Grant Agreemem or Cooperative Agreement for n~ • :_ _:
assistance may be applied to the Net Project Cost of the subrecipiettt's operating expenses
incurred during the Project time period specified for the Project.
e. Interci Transmortation. Each fiscal year, the Reapiertt agrees to spend for intercity
transportation projects at least fifteen (15) percent of its fitnds authorized for 49 U.S.C.
§ 5311, unless the state's chief executive officer has certified ro FTA that the state's inte6 =miy ~s.,:,
service needs are being adequately met.
Section 37. Special Regtlitements for Research Development. Demonstration and Special
Studies Projects.
a. Project ReRoR. The Recipient agrees to prepare and make available a comprehensive report
on the results of the Project, the conclusions reac.;:•• ' and the methods used.
14-66
Master AeteemeM FTA MA(3), October 1. 19%
Paste 37
b. Project Identification. The Recipient agrees that each tangible product resulting from the
Grant Agreement or Cooperative Agrcement shall be labeled with an appropriate sign or
designaa:,:. stating that the Project has been financed with~Federal assistance provided by the
U.S. Department of Transportation, Federal Transit Administration. Unless waived by FTA, this
requirement applies to aU equipment, hardware, t:onstruc[ion, reports, data, or any similar items
produced under the Grant Agreement or Cooperative Agreement:
Section 38. ~ecial Requirements for a Project F'manced throu¢h a State Infrastructure Bank.
a. General Requiromertts. The Recipient agrees to administer the Project in accordance with:
(t) the requrrements of section 350 of the National Highway System Designation Act of 1995, as
amended, (NHS Act), 23 U.S.C. 101 note, (2) the provisions ofFTA's NHS Guidelines, and any
amendments thereto, (3) the provisions of the Cooperative Agreement establishing the State
Infrastructure (SIB) program within the state (entered into by the Federal Highway Administrator,
the Federal Transit Administrator, and the authorized state ofiiciai), and (4) the provisions of the
FTA Grant Agreemem for the Project, except that any provision of this Master Agreement that
conflicts with airy provision of FTA's NHS Guidelines, the provisions of the Cooperative
Agreement establishing the SIB program within the state, or this Grant Agreement will not cii~y
to the Grant Agreement or the project thereunder.
b. Latest Requirements Apply. The Recipient agrees to comply with and assures the compliance
of the SIB and each subrecipient of all applicable requirements for the SIB program, as those
requirements may be amended from time to time, except as FTA determines otherwise.
c. Transit Account Limitations. The Reapiern agrees that the SIB will provide Federal assistance
from its Transit Accourn only for transit capital projects eligible under section 350 of the NHS
Act, and that those projects will firlfill all requirements imposed on comparable capital transit
projects financed by FTA
d. Limitations on Accessing Federal Assistance in Transit Account. The Recipient under;ck.~„ ys;:
that the total amount of funds to be awarded for a Grant Agreement may not be immediately
available for draw down. Consequently, the state agrees to limit the amount of Federal assistance
it draws down for deposit in the Transit Account of its SIB to amounts that do not exceed the..
limitations specified in its Grant Agreemert or the Approved Project Budget for that Grant
Agreement.
Section 39. Disputes. Breaches. Defaults. or Other Litigation. The Recipiem agrees thad '
has a vested interest in the settlement o'any dispute, breach, default, or litigation involving thc:
Project. Accordingly:
a. Notification to FTA. The Recipiem agrees to notify FTA of any current or prospective major
dispute, breach, default, or litigation pertaining to the Project. If the Reapiem seeks to. name the
14-67 -
Mfel~r AorK!m~.nt FTA MAlil r1rl,Jrr t 1001. o~~ 90
Federal Government as a party to litigation for any reason, in any forum, the Recipient agrees to
inform the FTA before doing so.
b. Federal Interest in Recovery. The Federal Government retains the right to a proportionate
share, based on the percentage of the Federal share committed to the Project, of any proceeds
derived from arty third party recovery, except that liquidated damages rewvered may be returned
to the Project Account in lieu of returning the Federal share to the Federal Government.
c. Enforcement. the Recipient agrees to pursue atl legal rights available under any third party
contract. .
d. FTA Concurrence. FTA reserves the right to concur in any compromise or settlement of any
claim involving Project and the Recipient.
e. Alternative Dispute Resolution. FTA encourages the Recipient to use alternative dispute
resolution procedures, as maybe appropriate.
Section 40. Amendments to the Project.
The Recipient agrees that a change in circumstances affecting the Project causing an inconsistency
with the terms of the Grattt Agreement or Cooperative Agreement will require a formal
amendment to the Grant Agreement or Cooperative Agreement. The Recipient agrees that a
change in the fundamemal information submitted in its Application will also require an
Amendment to its Application or the Grant Agreement or Cooperative Agreement, as
appropriate.
Section 41. Electronic Data Interchange Technology.
As approved by FTA, the Recipient may use electronic data interchange technology to exchz.~;~ e::
information with FTA FTA reserves the right to determine whether the Recipient may use
electronic data interchange technology to execute legal documents pertaining to FTA projects.
Suction 42. Severabt7ity.
Tf arty provision of the Grattt Agreement or Cooperative Agreement is held invalid, the remainder
of the Agreement shall not be affected thereby if such remainder would then continue to confortr±
to the requirements of applica.~le law.
sasss
14-68
FfA MA(310ccto6er
EXHIBIT B
JOINT BUS ACQUISITION -NEW FLYER OF AMERICA INC.
CNG Option Bid -15 Buses for CVT (PC 448)
Expenses Budget
Administration (0100) $10,000
Professional Services (0800) $2,000
General Vehicle Inspections (0801) $12,000
VehiGe Procurement (1300) $4,900,000
Project Contingency $71,000
Total $4,995,000
Schedule
Specifications Development
Advertise and Award
Procurement and Delivery
Acceptance and Closeout
Funding Sources
Start Date Finish Date
Feb-98 May-98
May-98 Jan-99
Jan-99 Aug-00
Jut-00 Nov-00
Federal 5307 (Grant #X793) $2,228,000
City of Chula Vista ART 4.0 TDA $687,000
City of Chula Vista ART 4.0 TDA $2,000,000
APCD 2766 Funds $80,000
Total $4,995,000
,ameus,.o,ww~as ,v,ue
14-69
(From Fund Swap)
(From fuel cell bus TDA Claim)
PRICING WORKSHEET
JOINT BUS ACQUISITION -NEW FLYER OF AMERICA INC.
Item Unit CVT
No. Qnty Price Item (1-448-1300)
CNG Option Bid -15 Buses for CVT - (Aware 1
1 15 $277,613 Buses (MTDB Spec.) $4,164,195.00
2 15 $430 Kneeling System $6,450.00
3 15 $1,450 Wheelchair Ramp $21,750.00
4 15 $1,650 Wheelchair Restraints (2 per bus) $24,750.00
5 1'5 $2,890 FJH Seating (2 per bus) $43,350.00
6 15 $1,500 Radio System $22,500.00
7 15 $11,500 Farebox System $172,500.00
8 0 $390 Hub Mounted Trip Recorders $0.00
9 15 $42 Power mirrors $630.00
10 15 $40 First Aid kit $600.00
11 15 $28 Fire Extinguishers $420.00
12 15 $2,400 Bus Delivery $36,000.00
13 1 $7,000 Training Session $7,000.00
14 1 $680 DDEC Iil Engine Cartridge & Reader $680.00
15 1 $530 DDEC 111 Printer $530.00
16 1 $680 World ATEC Trans. Cartridge $680.00
17 1 $46,767 Power Module $46,767.00
18 1 $1,300 Power Module Delivery $1,300.00
19 1 $250 Fire Suppression Kits $250.00
20 1 $2,500 Laptop PC for Allen Bradley $2,500.00
21 Sales Tax (1,6,7,8,9,10,11,14,15,16,17,19,20) $341,949.53
22 Payment Term Credit ($28,500.00)
Total Amount Options - 15 Buses $4,866,301.53
CVT New CNG Buses (15)
Expenses
Administration (0100) $10,000
Professional Services (0800) $2,000
General Vehice Inspections (0801) $12,000
Vehicle Procurement (1300) $4,900,000
Project Contingency $71,000
Total $4,995,000
Schedule
Specfications Development Feb-98 May-9t3
Advertise and Award May-98 Nov-98
Procurement and Delivery Nov-99 Jul-00
Acceptance and Closeout Jui-00 Nov-00
,oumuunxooums nruw
14-70
RESOLUTION 2012-
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA APPROVING SECOND AMENDMENT TO
AGREEMENT BETWEEN THE CITY OF CHULA VISTA AND
THE SAN DIEGO METROPOLITAN TRANSIT
DEVELOPMENT BOARD FOR ACQUISITION AND LEASE
OF COMPRESSED NATURAL GAS BUSES
WHEREAS, on January 12, 1999, by Resolution 19333, and September 21, 1999, by
Resolution 19611, Council approved agreements between the City of Chula Vista and the
Metropolitan Transit Development Board (MTDB), herein referred to as the San Diego
Metropolitan Transit System (MTS), to purchase 25 Compressed Natural Gas buses as part of
regional bus procurement administered by MTS; and
WHEREAS, the bus order consisted of one order of 15 buses and another of 10 buses
with the City contributing $4,995,000 and $1,700,000 of Transportation Development Act
(TDA) funds, respectively; and
WHEREAS, ownership of the buses was retained by MTS for a period of 12 years,
during which the buses have been leased back to the City for $1 per bus per year, and at the end
of the 12 year term, the City has the option to extend the lease or purchase the buses for $1 per
bus if the market value of the buses is less than $5,000 each; and
WHEREAS, the City and MTS desire to extend the lease term until the City exercises its
right to purchase the buses, or until it exercise its right to terminate the lease; and
WHEREAS, the extension of the lease would continue the effectiveness of this project
until its successful conclusion. Additionally, the 25 buses are scheduled to be replaced by 2016.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Chula
Vista, that it approves the second amendment to agreement between the City of Chula Vista and
the San Diego Metropolitan Transit Development Board for acquisition and lease of compressed
natural gas buses, in the form presented to'the City Council, as may have been modified by the
Council prior to its approval, a copy of which is on file in the Office of the City Clerk.
Presented by
Richard A. Hopkins
Director of Public Works
14-71
Approved as to form by
THE ATTACHED AGREEMENT HAS BEEN REVIEWED
AND APPROVED AS TO FORM BY THE CITY
ATTORNEY'S OFFICE AND WILL BE
FORMALLY SIGNED UPON APPROVAL BY
THE CITY COUNCIL
~1~~~
~.,
City Attorney
Dated: i
SECOND AMENDMENT TO
BUS ACQUISITION AND LEASE AGREEMENT
BETWEEN
THE CITY OF CHULA VISTA, AND
THE SAN DIEGO METROPOLITAN TRANSIT
DEVELOPMENT BOARD
14-72
MTS Doc. No. 60197.1-99
SECOND AMENDMENT TO BUS ACQUISITION AND
LEASE AGREEMENT
This "Second Amendment to Bus Acquisition and Lease Agreement" ("Second
Amendment") is entered into by and between the City of Chula Vista, a California municipal
corporation and charter city (the "City") and the San Diego Metropolitan Transit Development
Board, a public agency ("MTDB"), also known as San Diego Metropolitan Transit System
("MTS"), collectively, the "Parties." This Amendment shall amend the "Agreement for Transfer
and Exchange of Federal Funds for Local Funds for the Acquisition and Lease of Buses," dated
January 12, 1999, by and between the City and MTDB (MTDB Doc. No. 60197.0-99) (the
"Agreement"). This Amendment shall be effective as of 2012 (the
"Effective Date") and is entered into with respect to the following recited facts:
RECITALS
WHEREAS, the City and MTDB entered into the Agreement pursuant to City Resolution
No. 19333, dated January 12, 1999, for the acquisition and lease of 15 buses, for a lease term of
12 years from the date the buses were delivered to the City, with an option to purchase additional
buses and share the cost of those buses; and
WHEREAS, the Parties amended the Agreement to provide for the purchase of ten
additional buses, on a cost share basis, with 50 percent of the funds to be contributed by each of
the Parties, pursuant to City Resolution No. 19611, dated September 21, 1999; and
WHEREAS, the City and MTDB desire to amend the Agreement to: extend the term of
the Agreement and revise the Notice section all as contained herein.
AGREEMENT
NOW, THEREFORE, based upon the mutual covenants contained herein, CITY and
MTDB agree:
1. The Agreement, MTDB Doc. 60197.0-99, between the City and MTS shall be
amended as follows:
a. Page 2, "Bus Acquisition, Transfer and Lease", Section 2.4, Second Sentence shall be
replaced with the following, "The lease term shall continue until terminated by the City through
exercise of City's right to purchase the buses pursuant to Section 3.1, or upon at least six
months' notice of termination by City."
b. Page 7, "Notice," Section 16, Addresses shall read as follows:'
City Address for Notice MTDB Address for Notice
City of Chula Vista San Diego Metropolitan Transit System
Attn: Transit Manager Attn: Chief Executive Office
276 Fourth Avenue 1255 Imperial Avenue, Suite 1000, MS 58
Chula Vista, CA 91910 San Diego, CA 92101
14-73
2. In the event that any terms or conditions contained in this Second Amendment are in
conflict with the Agreement, the terms and conditions set forth in this Second Amendment shall
be deemed to be the controlling terms and conditions.
3. Each signatory and Party to this Second Amendment warrants and represents to the
other Party that it has legal authority and capacity and direction from its principal to enter into
this Second Amendment, and that all necessary resolutions or other actions have been taken so as
to enable it to enter into this Second Amendment.
4. This Second Amendment may be executed in multiple counterpart originals, each of
which shall be deemed to be an original, but all of which together shall constitute one and the
same document.
IN WITNESS WHEREOF, the Parties hereto have executed this Second Amendment
effective on the day and year first above written.
CITY OF CHULA VISTA
CHERYL COX
Mayor
SAN DIEGO METROPOLITAN TRANSIT
DEVELOPMENT BOARD
PAUL ABLONS
Chief Ex irector
APPROVED AS TO FORM:
APPROVED AS TO FORM:
City Attorney, City of Chula Vista face of General Counsel, MTS
Attest:
Donna Norris, City Clerk
Attachments:
Original Contract, MTDB Doc. 60197.0-99
First Amendment to MTDB Doc. 60197.01-97
14-74
MTS Doc. No. 60197.1-99
2