HomeMy WebLinkAboutStaff Report 3.F 03/21/2016DATE: March 21, 2016
Agenda Item #3.F
TO: Honorable Mayor and Members of the City Council through City Manager
FROM: Dan St. John, F.ASCE — Director, Public Works & Utilities
Joe Rye - Transit Manager
SUBJECT: Resolution Accepting Federal Transit Administration Section 5310 Funds through
Caltrans for Transit Travel Training and Authorizing the City Manager to Execute
Grant Related Documents
RECOMMENDATION
It is recommended that the City Council approve a Resolution Accepting Federal Transit
Administration (FTA) Section 5310 Funds through Caltrans for Transit Travel Training and
Authorizing the City Manager to Execute Grant Related Documents.
BACKGROUND
MAP -21, the Moving Ahead for Progress in the 21 st Century Act, continues the Federal Transit
Administration (FTA) Formula funding programs, including the FTA Section 5310 Enhanced
Mobility of Seniors and Individuals with Disabilities Program. Pursuant to the regulations
promulgated under MAP -21, eligible project sponsors wishing to receive Section 5310 grants for
a project shall submit an application with the appropriate metropolitan transportation planning
organization (MPO), for review and inclusion in the MPO's Transportation Improvement
Program (TIP). In the case of Petaluma Transit, this application is filed with the Metropolitan
Transportation Commission which approves the project and transmits the application to Caltrans.
The Public Works and Utilities Department's Transit Division has provided transit travel training
services (Travel Training) since 2011 using FTA grant funding. Travel Training teaches and
trains groups and individuals how to ride fixed route transit services. The goal of the FTA 5310
Program is to improve mobility for seniors and individuals with disabilities by removing barriers
to transportation services and expanding the transportation mobility options available. The City
received notice from Caltrans that Petaluma has been awarded another grant from FTA Section
5310 Funds to continue the City's Travel Training program. Staff submitted applications for this
grant in November 2014 based on the recommendation of the Transit Advisory Committee.
DISCUSSION
The subject grant provides 100% funding to extend the City's current Transit Travel Training
program for an additional year through June 2017. The City's Transit Travel Trainer and
Marketing Assistant will continue to perform outreach to seniors and existing paratransit
customers to educate them on how best to utilize the more efficient fixed -route system. One -on-
one and group trainings are conducted in classroom and field environments, and outreach is
performed at local events and senior - oriented facilities.
The proposed item meets Council Goal: Maintain a safe Petaluma.
FINANCIAL IMPACTS
The subject grant will provide $46,089 for the Transit Travel Training program in FY 16/17,
which will be included in the FYI budget. The Travel Trainer and Marketing Assistant position
is also partially funded with Transportation Fund for Clean Air (TFCA) funds to cover the
marketing components of the position that are unrelated to travel training. Between the two
grants, the current part-time staff position can be funded for full time hours, which will be
proposed for consideration in the City's FY 16/17 budget.
ATTACHMENTS
1. Resolution
2. Exhibit A to Resolution
3. Exhibit B to Resolution
0)
Attachment 1
RESOLUTION ACCEPTING FEDERAL TRANSIT ADMINISTRATION SECTION
5310 FUNDS THROUGH CALTRANS FOR TRANSIT TRAVEL TRAINING AND
AUTHORIZING CITY MANAGER TO EXECUTE GRANT RELATED DOCUMENTS
WHEREAS, pursuant to the regulations promulgated under MAP -21 the Moving Ahead
for Progress in the 21st Century Act (Public Law 112 -141), eligible project sponsors wishing to
receive Federal Transit Administration (FTA) Section 5310 grants for a project shall submit an
application with the appropriate metropolitan transportation planning organization (MPO), and
WHEREAS, the Metropolitan Transportation Commission is the MPO for the San
Francisco Bay region; and
WHEREAS, the City of Petaluma is an eligible project sponsor for FTA Section 5310
funds; and
WHEREAS, in November 2014, the City of Petaluma submitted an application to the
Metropolitan Transportation Commission (MTC) and Caltrans for FTA Section 5310 Enhanced
Mobility of Seniors and Individuals with Disabilities Program funding in the amount of $46,089
to provide a travel training program, and funding has been awarded; and
WHEREAS, there is no local match required for this 5310 grant; and
WHEREAS, the City has been notified by Caltrans that it has competed successfully for
these funds and the funding has been awarded to the City for the project.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of
Petaluma hereby:
1. Approves acceptance of FTA Section 5310 funding in the amount of $46,089; and
2. Authorizes the City Manager to execute grant related documents for said grant.
3
STATE OF CALIFORNIA • DEPARTMENT OF TRANSPORTATION
STANDARD AGREEMENT
DOT -213 (REV 06/2009)
AGREEMENT NUMBER
64AM16 -00051
Exhibit A to Resolution
1. This Agreement is entered into between the State Agency and the Contractor named below:
STATE AGENCY'S NAME
T NUMBER
Department of Transportation, Division of Rail and Mass Transportation, 5310 Specialized Transit Grants Branch
CONTRACTOR'S NAME
City of Petaluma- Petaluma Transit
2. The term of this Agreement is:
January 6, 2016 through January 31, 2017
3. The parties agree to comply with the terms and conditions of the following exhibits which are by this reference
made a part of the Agreement.
Exhibit A - Scope of Work
Exhibit B - Budget Detail and Payment Provisions
Exhibit C - General Terms and Conditions
Exhibit D - Special Terms and Conditions (Attached hereto as part of this agreement)
Exhibit E - Additional Provisions
❑ Yes ® No
IN WITNESS WHEREOF. this agreement has been executed by the narties hereto.
1 -2 page(s)
3 -6 page(s)
7 -27 page(s)
28 -29 page(s)
page(s)
CONTRACTOR
California Department of
Transportation use only
Contractor's Name (ifother than an individual, state whethera corporation, partnership, etc.)
City of Petaluma
BY (Authorized Signature)
DATE SIGNED
PRINTED NAME AND TITLE OF PERSON SIGNING
John C. Brown, City Manager
ADDRESS
11 English Street, Petaluma, CA 94952
STATE OF CALIFORNIA
AGENGY NAME
Department of Transportation, Specialized Transit Grants
BY (Authorized Signature)
DATE SIGNED
,e
PRINTED NAME AND TITLE OF PERSON SIGNING
Bruce W. Plowman, Branch Chief
ADDRESS
1120 N Street MS 39 Sacramento CA 95814
AMOUNT ENCUMBERED BY THIS DOCUMENT
PROGRAM /CATEGORY (CODE AND TITLE)
FUND TITLE
$46,089.00
Transportation
Federal Trust
PRIOR AMOUNT ENCUMBERED FOR THIS CONTRACT
(OPTIONAL USE)
$0.00
Fed Cat No. 20.513 3GO64 SA 643551 64AM15- 00051 -10
TOTAL AMOUNT ENCUMBERED TO DATE
ITEM
CHAPTER
STATUTE
FISCAL YEAR
$46,089.00
2660- 608 -0055
2660 - 102 -0890
21
2013
2013/2014
OBJECT OF EXPENDITURE (CODE AND TITLE)
64- 3742 - 632005 $46,089
/hereby certify upon my own personal knowledge that budgeted funds
T.B.A. NO.
B.R. NO.
available for the period and purpose of the expenditure stated above.
SIGNA I URt Vt- AUUUUN I INU UFHULN
DATE SIGNED
ADA Notice For individuals with sensory disabilities, this document is available in alternate formats. For information call (916) 654 -6410 or TDD (916) 654 -3880 or write Records
and Forms Management, 1120 N Street, MS -89, Sacramento, CA 95814. If
Standard Agreement DOT -213
EXHIBIT A
SECTION 5310 — Operating Assistance /Mobility Management
SCOPE OF WORK
Exhibit B to Resolution
City of Petaluma- Petaluma Transit
64AM16 -00051
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In order to carry out the purpose of 49 U.S.C. 5310, the California Department of Transportation
(hereafter called the STATE) is the sole State agency authorized to evaluate and submit to the Federal
Transit Administration (hereafter called FTA) grant requests from private nonprofit corporations, private
for profit corporations and public agencies for assistance in providing transportation services meeting
the special needs of seniors and /or persons with disabilities, for whom mass transportation services are
otherwise unavailable, insufficient, or inappropriate.
2. The CONTRACTOR has been designated by the STATE as a private nonprofit corporation, private for
profit corporation or public agency proposing transportation services (hereafter called the PROJECT)
eligible for assistance under FTA Section 5310 Enhanced Mobility of Seniors and Individuals with
Disabilities.
3. The CONTRACTOR agrees to complete the defined PROJECT described in the grant application,
which adopts all of the terms and conditions of this Agreement. For the purpose of carrying out the
PROJECT, the following scope of work, pursuant to this Agreement, is to be implemented by
CONTRACTOR:
Mobility Management Travel Training Program. This is a continuation project from N. This
project I aimed at seniors and persons with disabilities who currently take paratransit to
encourage them to take advantage of the benefits of fixed route services.
4. The CONTRACTOR agrees, within the scope of this PROJECT, to provide public transportation service
to the general public in accordance with the terms and conditions of this Agreement and the
CONTRACTOR's application for Federal assistance, which is on file with the STATE's FTA Section
5310 Program.
5. The CONTRACTOR agrees to operate the PROJECT within the service area as described in this
Agreement under Paragraph 3.
6. The Large Urbanized Area (UZA) for this project is /are: Small Urban /Rural Apportionment.
7. The parties agree that only those paragraphs that have a mark ( "X ") opposite to the PROJECT
category shall apply to Exhibit A of this Agreement.
A. 1-1 Operating Protect
1. The CONTRACTOR's application for an operating assistance grant under 49 USC Section
5310 of the Federal Transit Act, as amended, has been certified to the FTA by the STATE as
having met all the statutory and administrative requirements for PROJECT approval. The
purpose of this Agreement is to implement the approved PROJECT.
Operating assistance eligible for reimbursement under this Agreement are costs directly
related to system operations and may include: fuel, oil, drivers' salaries and fringe benefits,
dispatchers' salaries and fringe benefits, and licenses. Up to Fifty (50) percent of the net
PROJECT costs are eligible for reimbursement under this Agreement, not to exceed the
amount encumbered in this Standard Agreement. No payment shall be made in advance of
performance of work.
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EXHIBIT A
B. I—XI Mobility Management
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1. The CONTRACTOR's application for a mobility management grant under 49 USC Section
5310 of the Federal Transit Act, as amended, has been certified to the FTA by the STATE as
having met all the statutory and administrative requirements for PROJECT approval. The
purpose of this Agreement is to implement the approved mobility management PROJECT.
2. Detailed Implementation Plan is made a part hereof for Mobility Management projects. The
PROJECT tasks described in the Detailed Implementation Plan shall be implemented by the
CONTRACTOR pursuant to this Agreement at costs not to exceed the estimated cost specified
therein.
7. The PROJECT representatives during the term of this Agreement will be:
State Agency: De artment of Transportation
CONTRACTOR: City of Petaluma
Name: Bruce W. Plowman
Name: Joseph Rye
Title: Chief, Specialized Transit Grants Branch
Phone: 707-778-4421
Phone: 916 657 -3875
Fax:
Email: bruce.plowman@dot.ca.gov
Email: 'r a @ci.petaluma.ca.us
Direct all inquiries to:
State Agency: Department of Transportation
CONTRACTOR: City of Petaluma
Section /Unit: Div. of Rail and Mass Transp.
Section /Unit: Petaluma Transit
Attn: Valarie Smith
Attn: Emily Betts
Title: Associate Transportation Planner
Title:
Address: PO Box 942874, MS 39
Address: 555 N. McDowell Blvd
Sacramento, CA 95814
Petaluma CA 94954
Phone: 916- 654 -8065
Phone: 707 - 776 -3711
Email: Valarie smith@dot.ca.gov
Email: ebetts @ci.petaluma.ca.us
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Standard Agreement DOT -213
EXHIBIT B
SECTION 5310 — Operating Assistance /Mobility Management
BUDGET DETAIL AND PAYMENT PROVISIONS
1. INVOICING & PAYMENT
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A. The CONTRACTOR's accounting system and billing procedures are subject to audit by STATE
prior to contract award, and accounting records pertaining to work performed and costs billed to
STATE are subject to audit for a period of three (3) years after date of final payment under this
Agreement. If the CONTRACTOR fails to retain records such as employee time cards, payroll
records, travel records, equipment time and cost records, billings from subcontractors, material and
equipment supplier records that are sufficient to permit audit verification of the validity of costs
charged to STATE, the CONTRACTOR will be liable for reimbursement to STATE of all
unsubstantiated billings.
B. Funds allocated for use on this PROJECT are payable to the CONTRACTOR after execution of
this contract and the submission to the STATE (in triplicate), of a signed CONTRACTOR's request
for payment for the following: (1) invoice amount, (2) project summary of expenses, and (3) FTA
Section 5310 DBE Bi- Annual Awards /Commitment and Actual Payment Form.
C. Upon review and approval by the STATE, STATE agrees to reimburse the CONTRACTOR for
allowable costs based on 2 CFR, Part 225, [previously Office of Management and Budgets (OMB)
Circular A -87)], and 49 CFR, Part 18, upon receipt of an invoice that is itemized per Exhibit E, Cost
Worksheet, and otherwise meets the requirements of this Standard Agreement. Incomplete or
disputed invoices shall be returned to CONTRACTOR, unpaid, for correction and must be
resubmitted to STATE prior to the payment of the invoice.
D. Invoices shall be itemized in accordance with Exhibit E, Cost Worksheet, or Project Budget
Worksheet in the application, as applicable, and shall include original signed invoices, and proof of
payment for materials, supplies, and equipment, and for travel describing the purpose of travel as it
pertains to Cost Worksheet, classifications, hourly rates, and identification of work to be reimbursed
for the payment period, indirect costs, and subcontractor costs itemized similar to those of the
CONTRACTOR, as set forth in the Cost Worksheet.
E. The net PROJECT cost and the ability to allow individual items of PROJECT. cost shall be
determined in conformance with CFR 48, Federal Acquisition Regulations (FAR), Chapter 1, Part
31, 2 CFR Part 225 FAR Subpart 31.2, "Contracts with Commercial Organizations," and other
applicable regulations, circulars, or memorandums that may be issued by FTA.
F. Upon successful completion of the PROJECT or upon termination by STATE, the parties shall
determine the amount of compensation, if any, to be repaid by the CONTRACTOR to STATE in
order to avoid any STATE liability to FTA due to payments erroneously made to the
CONTRACTOR in excess of the total PROJECT amount eligible for Federal reimbursement.
2. The parties agree that only those paragraphs that have a mark. ( "X ") opposite to the PROJECT
category shall apply to this Agreement.
A. E] peratinq Project
1. For services satisfactorily rendered, and upon receipt and approval of the invoices, the basis of
payment for the services provided under this Agreement shall be reimbursement in arrears for
actual allowable costs. The STATE will reimburse the CONTRACTOR for actual allowable
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EXHIBIT B
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costs, per 2 CFR Part 225 including, but not limited to, employee benefits and overhead,
incurred after the effective date of this Agreement. Not more than once a month, the
CONTRACTOR may submit to STATE signed invoices in triplicate with enough detail to assure
that costs are eligible and allowable under this Agreement. Upon receipt of these signed
invoices, STATE shall reimburse the CONTRACTOR up to Fifty (50) percent of the total
operating cost, not to exceed the amount encumbered in this Standard Agreement. No
payment shall be made in advance of performance of work.
2. The net PROJECT cost and the allowable individual items of PROJECT cost shall be
determined in conformance with CFR 48, Federal Acquisition Regulations (FAR), Chapter 1,
Part 31, 2 CFR Part 225 and FAR Subpart 31.2, "Contracts with Commercial Organizations,"
and other applicable regulations, circulars, or memoranda that may be issued by FTA.
3. Direct and Indirect Costs. The public agency or Indian Tribal Government agency
CONTRACTOR shall comply with 2 CFR Part 225 (formerly Office of Management and Budget
(OMB) Circular A -87). The nonprofit agency CONTRACTOR shall comply with 48 CFR,
Federal Acquisition Regulations System, Chapter 1, Part 31, 2 CFR Part 230 (OMB Circular A-
122), and other applicable regulations, circulars, or memorandums that may be issued by the
FTA. The CONTRACTOR certifies that all direct and indirect costs billed are allowable. All
direct costs, even for project administration activities, must be adequately supported with
proper documentation. Indirect costs must be supported by an approved Cost Allocation Plan
(CAP). Indirect charges incurred prior to plan approval is not an allowable expense. The
CONTRACTORs that are private for - profit organizations must comply with 48 CFR Subpart
31.2, "Contracts with Commercial Organizations."
4. No advance payment will be made for the PROJECT. Reimbursements will only be allowed
after execution of this Agreement for submission of the appropriate purchase orders, receipt of
all invoices and the full delivery of all equipment described in Exhibit A of this Agreement.
Reimbursement will only be allowed for purchases made after the effective date of this
Agreement. Project invoices shall be submitted in triplicate not more frequently than monthly in
arrears and must include the Agreement Number. Incomplete or erroneous invoices shall be
returned to the CONTRACTOR, unpaid, for correction. Final invoices are due to the STATE to
the Division of Rail and Mass Transportation, Section 5310 Branch, 60 (sixty) days after of
Standard Agreement expiration.
5. Upon successful completion of the PROJECT or upon termination by STATE, the parties shall
determine the amount of compensation, if any, to be repaid by the CONTRACTOR to STATE
in order to avoid any STATE liability to FTA due to payments erroneously made to the
CONTRACTOR in excess of the total PROJECT amount eligible for Federal reimbursement.
D. [x (Mobility Management Project
For services satisfactorily rendered, and upon receipt and approval of the invoices, the basis of
payment for the services provided under this Agreement shall be reimbursement in arrears for
actual allowable costs. The request(s) for reimbursement shall certify that the CONTRACTOR
has paid wages and salaries, and shall list the various salary and other accounts to which the
grant funds will be applied. Upon receipt of these invoices, the STATE shall reimburse the
CONTRACTOR up to Eighty. (80) percent of the total PROJECT cost but not to exceed the
amount encumbered in this Standard Agreement.
2. The STATE's obligations to the CONTRACTOR under the terms of this Agreement shall
terminate upon payments of CONTRACTOR's invoice(s) for the FTA allowable portions of said
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EXHIBIT B
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equipment costs. The request(s) for reimbursement shall certify that the CONTRACTOR has
received and accepted the equipment and shall be submitted together with copies of the
equipment vendor's invoices and the CONTRACTOR's purchase orders. The
CONTRACTOR's invoices and the vendor's invoices shall be consistent internally and with the
purchase order and shall include a breakdown of equipment unit costs, sales tax, registration
fees, and any other items procured with said purchase orders, including items and costs not
reimbursable under this PROJECT and any items not subject to sales tax. The latter includes
"items and materials when used to modify a vehicle for physically handicapped persons ", which
are exempt from sales tax under Revenue and Taxation Code Section 6369.4.
3. The net PROJECT cost and the allowable individual items of PROJECT cost shall be
determined in conformance with CFR 48, Federal Acquisition Regulations (FAR), Chapter 1,
Part 31, 2 CFR Part 225 and FAR Subpart 31.2, "Contracts with Commercial Organizations,"
and other applicable regulations, circulars, or memorandums that may be issued by FTA.
4. Direct and Indirect Costs. The public agency or Indian Tribal Government agency
CONTRACTOR shall comply with 2 CFR Part 225 (formerly Office of Management and Budget
(OMB) Circular A -87). The nonprofit agency CONTRACTOR shall comply with 48 CFR,
Federal Acquisition Regulations System, Chapter 1, Part 31, 2 CFR Part 230 (OMB Circular A-
122), and other applicable regulations, circulars, or memorandums that may be issued by the
FTA. CONTRACTOR certifies that all direct and indirect costs billed are allowable. All direct
costs, even for project administration activities, must be adequately supported with proper
documentation. Indirect costs must be supported by an approved Cost Allocation Plan (CAP).
Indirect charges incurred prior to plan approval by the STATE is not an allowable expense.
The CONTRACTORs that are private for - profit organizations must comply with 48 CFR
Subpart 31.2, "Contracts with Commercial Organizations."
5. No advance payment will be made for the PROJECT. Reimbursements will only be allowed
after execution of this Agreement for submission of the appropriate purchase orders, receipt of
all invoices and the full delivery of all equipment described in Exhibit A of this Agreement.
Reimbursement will only be allowed for purchases made after the effective date of this
Agreement. Project invoices shall be submitted in triplicate not more frequently than monthly in
arrears and must include the Agreement Number. Final invoices are due to the STATE to the
Division of Rail and Mass Transportation, Section 5310 Branch 60 (sixty) days after Standard
Agreement expiration.
Invoices shall be itemized in accordance with the Detailed Implementation Plan and shall
incorporate PROJECT progress, including dates of service, tasks partially or fully completed,
and hours worked.
7. Upon successful completion of the PROJECT or upon termination by STATE, the parties shall
determine the amount of compensation, if any, to be repaid by the CONTRACTOR to STATE
in order to avoid any STATE liability to FTA due to payments erroneously made to the
CONTRACTOR in excess of the total PROJECT amount eligible for Federal reimbursement.
2. BUDGET CONTINGENCY CLAUSE
A. It is mutually agreed that if the Budget Act of the current year and /or any subsequent years covered
under this Agreement does not appropriate sufficient funds for the program, this Agreement shall
be of no further force and effect. In this event, the STATE shall have no liability to pay any funds
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Standard Agreement DOT -213 City of Petaluma - Petaluma Transit
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EXHIBIT B
whatsoever to CONTRACTOR or to furnish any other considerations under this Agreement and
CONTRACTOR shall not be obligated to perform any provisions of this Agreement.
B. If funding for any fiscal year is reduced or deleted by the Budget Act for purposes of this program,
the STATE shall have the option to either cancel this Agreement with no liability occurring to the
STATE, or offer an Agreement amendment to CONTRACTOR to reflect the reduced amount.
C. The CONTRACTOR agrees that it will provide funds in an amount sufficient, together with the
grant, to assure payment of those actual total net PROJECT costs. The funds provided shall
include sufficient funds from other eligible sources to provide the PROJECT local matching
requirements in accordance with Moving Ahead for Progress in the 21St Century Act and FTA
Circular 9070.1 G.
D. It is the parties' intention that grant funds will be available for expenditure for two fiscal years,
commencing with the State fiscal year that this Agreement is entered into. In the event that funds
are not appropriated for the purpose of this Agreement in an amount sufficient to allow the
encumbrance of grant funds in accordance with this paragraph, the parties agree that this
Agreement will terminate at the end of the fiscal year for which funds have been encumbered. The
CONTRACTOR's obligations under this Agreement shall remain in effect until the PROJECT is
completed under the terms of this Agreement. Upon expiration date of this Agreement the
unreimbursed funds will revert and no further invoices can be paid to CONTRACTOR.
3. PROMPT PAYMENT CLAUS
A. In the event the CONTRACTOR is a certified small business or similar entity, but not a public
agency, the STATE shall make payment within 45 days in accordance with Government Code
Chapter 4.5 Section 927.
B. The CONTRACTOR shall pay any third -party CONTRACTOR not later than 7 -days of receipt of
each progress payment unless a longer period is agreed to in writing, as cited in the California
Business and Professions Code, Section 7108.5.
C. Should the CONTRACTOR choose to include retainers in third -party contracts, the CONTRACTOR
must adhere to the requirements of Section 7108.5 as cited above. The CONTRACTOR must
ensure prompt and full payment of retainage to third -party CONTRACTORS no later than 30 days
after the third -party CONTRACTOR's work is satisfactorily completed, as cited in 49 CFR Part
26.29.
4. PROJECT PAYMENT CLOSE OUT
A. CONTRACTOR agrees that once PROJECT is complete, any remaining balance will be returned to
the STATE for distribution or reallocation of future grants in support of the FTA Section 5319
program.
B. Upon successful completion of the PROJECT or upon termination by STATE, the parties shall
determine the amount of compensation, if any, to be repaid by the CONTRACTOR to STATE in
order to avoid any STATE liability to FTA due to payments erroneously made to the
CONTRACTOR in excess of the total PROJECT amount eligible for Federal reimbursement.
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EXHIBIT C
GENERAL TERMS AND CONDITIONS FOR ALL FEDERAL GRANT PROGRAM
Subrecipient. For the purpose of this Agreement, the CONTRACTOR is the subrecipient as
referenced in the Moving Ahead for Progress in the 21St Century Act (MAP -21, Pub. L. 112-
141). As a grant subrecipient of FTA funds the CONTRACTOR agrees to comply with the
Federal statutes, regulations, executive orders, directives and administrative requirements
which relate to applications made to and grants received from FTA including but limited to the
USDOT FTA Master Agreement (15), October 1, 2008 and FTA C 9070.1 G, Enhanced Mobility
of Seniors and Individuals with Disabilities Program Guidance and Application Instructions, or
FTA C 9040.1 F, Nonurbanized Area Formula Program Guidance and Grant Application
Instruction.
2. Approval.
A. Except as provided herein this Agreement is of no force or effect until signed by both parties and
approved by the STATE.
B. The STATE reserves the right to sign and approve the Agreement provided however, the
commencement of work should not be authorized until the expenditure of federal funds has been
authorized by the FTA for a specific Federal fiscal year. The CONTRACTOR may not commence
performance until federal authorization has been obtained.
C. It is mutually understood between the parties that this Agreement may have been written before
ascertaining the availability of congressional or legislative appropriation of funds, for the mutual
benefit of both parties in order to avoid program and fiscal delays that would occur if the Agreement
were executed after the determination was made.
D. This Agreement is valid and enforceable only if sufficient funds are made available to the STATE
by the United States Government or the California State Legislature for the purpose of this
program. In addition, this Agreement is subject to any additional restrictions, limitations, conditions,
or any statute enacted by the Congress or the State Legislature that may affect the provisions,
terms or funding of this Agreement in any manner.
E. It is mutually agreed that if the Congress or the State Legislature does not appropriate sufficient
funds for the program, this Agreement shall be amended to reflect any reduction in funds.
F. State Law. This Agreement shall be interpreted according to the laws of the State of California,
except as to those provisions where federal law shall apply; as to those provisions where federal
law applies, the rules, regulations, statutes and executive orders of the federal government shall be
applicable. In the event that any provision of this Agreement requires that CONTRACTOR observe
or comply with or perform any activity in contradiction or violation of State law, the CONTRACTOR
will notify STATE at once, in writing, of such provision. The remaining Agreement provisions shall
not be affected. The unenforceable provisions(s) shall be renegotiated by the CONTRACTOR and
STATE for mutually agreed appropriate changes and /or modifications; and the CONTRACTOR
shall proceed, as soon as is possible, with PROJECT.
G. No issuance of a Standard Agreement or amendments will be provided until proof of the project
has been programmed and is in an approved FSTIP.
3. Enforcement/Remedies for Non - Compliance. If a CONTRACTOR materially fails to comply with any
term of this Agreement, or fails to refund any moneys due STATE, the STATE may take one or more of
the following actions:
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EXHIBIT C
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A. Disallow or temporarily withhold cash payments pending correction of the deficiency by the
CONTRACTOR.
B. Wholly or partially suspend or terminate the current award for the CONTRACTOR's PROJECT.
C. Withhold future awards to the CONTRACTOR for the program.
D. Withhold or demand a transfer of an amount equal to the amount paid by or owed to STATE from
remaining grant balance and /or future apportionments, or any other funds due CONTRACTOR
from the Federal Trust Fund or any other sources of funds.
E. Take other remedies that may be legally available.
4. Timeliness. Time is of the essence in this Agreement and shall be signed and returned by the
CONTRACTOR within 90 calendar days after mailing. In the event this Agreement is not signed and
returned within 90 days of mailing, the PROJECT identified in Exhibit A of this Agreement from FTA's
grant award may be withdrawn and cancelled at the STATE's discretion.
5. Amendment. No amendment or alteration of the terms of this Agreement shall be valid unless
submitted in writing, signed by the parties and approved as required. No oral understanding or
agreement not incorporated in this Agreement is binding on any of the parties. Amendments shall be
signed and returned by the CONTRACTOR within 90 calendar days after mailing. In the event this
Agreement is not signed within 90 days of mailing, the PROJECT identified in Exhibit A of this
amendment from FTA's grant award may be withdrawn and cancelled at the STATE's discretion.
6. Assignment. This Agreement is not assignable by the CONTRACTOR, either in whole or in .part,
without the consent of the STATE in the form of a formal written amendment.
7. Independent Contractor. The CONTRACTOR, and the agents and employees of the CONTRACTOR,
in the performance of this Agreement, shall act in an independent capacity and not as officers or
employees or agents of the STATE.
8. Antitrust Claims. The CONTRACTOR by signing this Agreement hereby certifies that if these services
or goods are obtained by means of a competitive bid, the CONTRACTOR shall comply with the
requirements of the Government Codes Sections set out below.
A. The Government Code Chapter on Antitrust claims contains the following definitions:
1. "Public purchase" means a purchase by means of competitive bids of goods, services, or
materials by the STATE or any of its political subdivisions or public agencies on whose behalf
the Attorney General may bring an action pursuant to subdivision (c) of Section 16750 of the
Business and Professions Code.
2. "Public purchasing body" means the STATE or the subdivision or agency making a public
purchase. Government Code Section 4550.
B. In submitting a bid to a public purchasing body, the bidder offers and agrees that if the bid is
accepted, it will assign to the purchasing body all rights, title, and interest in and to all causes of
action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright
Act (Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the Business and
Professions Code), arising from purchases of goods, materials, or services by the bidder for sale to
the purchasing body pursuant to the bid. Such assignment shall be made and become effective at
the time the purchasing body tenders final payment to the bidder. Government Code Section 4552.
C. If an awarding body or public purchasing body receives, either through judgment or settlement, a
monetary recovery for a cause of action assigned under this chapter, the assignor shall be entitled
to receive reimbursement for actual legal costs incurred and may, upon demand, recover from the
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public body any portion of the recovery, including treble damages, attributable to overcharges that
were paid by the assignor but were not paid by the public body as part of the bid price, less the
expenses incurred in obtaining that portion of the recovery. Government Code Section 4553.
D. Upon demand in writing by the assignor, the assignee shall, within one year from such demand,
reassign the cause of action assigned under this part if the assignor has been or may have been
injured by the violation of law for which the cause of action arose and (a) the assignee has not
been injured thereby, or (b) the assignee declines to file a court action for the cause of action. See
Government Code Section 4554.
9. Child Support Compliance Act. "For any Agreement in excess of $100,000, the CONTRACTOR
acknowledges in accordance with Public Contract Code 7110, that:
A. The CONTRACTOR recognizes the importance of child and family support obligations and shall
fully comply with all applicable state and federal laws relating to child and family support
enforcement, including, but not limited to, disclosure of information and compliance with earnings
assignment orders, as provided in Chapter 8 (commencing with section 5200) of Part 5 of Division
9 of the Family Code; and
B. The CONTRACTOR, to the best of its knowledge is fully complying with the earnings assignment
orders of all employees and is providing the names of all new employees to the New Hire Registry
maintained by the California Employment Development Department."
10. Unenforceable Provision. _ In the event that any provision of this Agreement is unenforceable or held to
be unenforceable by a court of competent jurisdiction, then the parties agree that all other provisions of
this Agreement have force and effect and shall not be affected thereby.
11. Priority Hiring Considerations: If this Agreement includes services in excess of $200,,000, the
CONTRACTOR shall give priority consideration in filling vacancies in positions funded by the
Agreement to qualified recipients of aid under Welfare and Institutions Code Section 11200 in
accordance with Pub. Contract Code §10353.
12. State Management Plan. The STATE is designated by the Governor to administer the FTA Sections
5310 and 5311 programs in California. The implementation and administration of the FTA programs
are outlined in the each program's State Management Plan and is available at the Department of
Transportation, Division of Rail and Mass Transportation website at,
http://www.dot.ca.gov/hq/MassTrans/.
13. Annual Certification and Assurances. As requested by the STATE, the CONTRACTOR must complete
and submit to the STATE the annual FTA Certifications and Assurances for Federal Transit
Administration Assistance Programs, Certifications and Assurances Checklist and Signature Page to
be provided by STATE.
14. Exclusionary or Discriminatory Specifications. Apart from inconsistent requirements imposed by
Federal statue or regulations, the CONTRACTOR agrees that it will comply with the requirements of 49
U.S.C. Section 5323(h)(2) by refraining from using any Federal assistance funds awarded by STATE
on behalf of the FTA to support procurements using exclusionary or discriminatory specifications.
15. Buy America. The CONTRACTOR shall comply with the Buy America requirements of 49 USC 53230)
and 49 CFR Part 661 for all procurements of steel, iron and manufactured products used in PROJECT.
Buy America requirements apply to all purchases, including materials and supplies funded as operating
costs, if the purchase exceeds the threshold for small purchases (currently $100,000). Separate
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requirements for rolling stock are set out at 49 USC 53230)(2)(c) and 49 CFR 661.11. Rolling stock
must be assembled in the United States and have a 60 percent domestic content.
16. U.S. Flag Requirements.
A. Shipments by Ocean Vessel. For third -party contracts that may involve equipment, materials, or
commodities which may be transported by ocean vessels, the CONTRACTOR and subcontractors
must comply with 46 U.S.C. Section 55303 and 46 CFR Part 381, "Cargo Preference -U.S. Flag
Vessels."
B. Shipments by Air Carrier. For third -party contracts that may involve shipments of federally assisted
property by air carrier, the CONTRACTOR and subcontractors must comply with the "Fly America"
Act and 49 U.S.C. Section 40118, "Use of United States Flag Air Carriers," and 41 CFR Sections
301 - 10.131 through 301 - 10.143.
C. Project Travel. In accordance with 49 U.S.C. 40118 and 41 CFR Part 301 -10, the CONTRACTOR
and all subcontractors are required to use U.S. Flag air carriers for U.S. Government - financed
international air travel and transportation, to the extent such service is available or applicable.
17. Accounting Records. The CONTRACTOR shall establish and maintain separate accounting records
and reporting procedures specified for the fiscal activities of the PROJECT. The CONTRACTOR's
accounting system shall conform to generally accepted accounting principles (GAAP) and uniform
standards that may be established by STATE. All records shall provide a breakdown of total costs
charged to the PROJECT including properly executed payrolls, time records, invoices and vouchers.
18. Worker's Compensation. The CONTRACTOR hereby warrants that it carries Workers' Compensation
Insurance on all of its employees who will be engaged in the performance of this Agreement. If staff
provided by the CONTRACTOR is defined as independent contractors, this clause does not apply.
19. Vehicle Operator Licensing. The CONTRACTOR is required to comply with all applicable requirements
of the Federal Motor Carrier Safety Administration regulations and the California Vehicle Code
including, but not limited to, the requirement that all vehicle operators have a valid State of California
driver's license, including any special operator license that may be necessary for the type of vehicle
operated.
20. Audit Requirements. The CONTRACTOR shall be responsible for meeting the audit requirements of
OMB Circular A -133, or any revision or supplement thereto. The required audit reports shall be
submitted to the State Controller with a copy to STATE in conformance with the compliance guidelines
issued by the California Department of Finance. The cost of audits made in accordance with the
provisions of OMB Circular A -133 is an allowable charge to this PROJECT, to the extent provided by
OMB Circular A -133.
21. Record Keeping. The CONTRACTOR and all subcontractors shall maintain all books, documents,
papers, accounting records, and other evidence pertaining to the performance of this Agreement. All
parties shall make such materials available at their respective offices at all reasonable times during the
performance period and for three (3) years from the date of final payment under this Agreement and all
subrecipient contracts.
22. Examination of Records. STATE'S Audits Office, the State Auditor General, and any duly authorized
representative of the Federal government shall have access to any books, records, and documents of
the CONTRACTOR and its subcontractors that are pertinent to this Agreement for audits,
examinations, excerpts, and transactions, and copies thereof shall be furnished if requested. The
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CONTRACTOR shall include a clause to this effect in every subcontract entered into relative to the
PROJECT.
23. Examination of Accounting. The CONTRACTOR'S accounting system and billing procedures are
subject to audit by the STATE prior to contract award, and accounting records pertaining to work
performed and costs billed to the STATE are subject to audit for a period of three (3) years after date of
final payment under this Agreement. If the CONTRACTOR fails to retain records such as employee
time cards, payroll records, travel records, equipment time and cost records, billings from
subcontractors, material and equipment suppliers records that are sufficient to permit audit verification
of the validity of cost charged to the STATE, the CONTRACTOR will be liable for reimbursement to the
STATE of all unsubstantiated billings.
24. Reporting Forms. The CONTRACTOR shall furnish the STATE with any additional reports or data that
may be required by FTA or other federal agencies. Such reports and /or data will be submitted on
forms provided by the STATE.
25. Debarment and Suspension. The CONTRACTOR agrees as follows:
A. The CONTRACTOR agrees to comply with the requirements of Executive Order Nos. 12549 and
12689, "Debarment and Suspension," 31 U.S.C. Section 6101 note; and U.S. DOT regulations on
Debarment and Suspension and 49 CFR Part 29.
B. Unless otherwise permitted by FTA, the CONTRACTOR agrees to refrain from awarding any third -
party contract of any amount to or entering into any sub - agreement of any amount with a party
included in the "U.S. General Services Administration's (U.S. GSA) List of Parties Excluded from
Federal procurement or Non - procurement Program," implementing Executive Order Nos. 12549
and 12689, "Debarment and suspension" and 49 CFR Part 29. The list also include the names of
parties debarred, suspended, or otherwise excluded by agencies, and contractors declared
ineligible for contract award under statutory or regulatory authority other than Executive Order Nos.
12549 and 12689.
C. Before entering into any sub - agreements with any subrecipient, the CONTRACTOR agrees to
obtain a debarment and suspension certification from each prospective recipient containing
information about the debarment and suspension status and other specific information of that
subrecipient and its "principals," as defined at 49 CFR Part 29.
D. Before entering into any third -party contract exceeding $25,000, the CONTRACTOR agrees to
obtain a debarment and suspension certification from each third -party contractor containing
information about the debarment and suspension status of that third -party contractor and its
"principals," as defined at 49 CFR 29.105(p). The CONTRACTOR also agrees to require each
third -party contractor to refrain from awarding any third -party sub - contracts of any amount (at any
tier) to a debarred or suspended sub - contractor, and to obtain a similar certification from any third -
party subcontractor (at any tier) seeking a contract exceeding $25,000.
26. Compliance with Federal Statutes. During the performance of this Agreement, the CONTRACTOR, its
assignees and successors in interest, agree to comply with all Federal statutes and regulations
applicable to grantee recipients under the Federal Transit Act, including, but not limited to the following:
A. Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. §
2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. §6102, section
202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and Federal transit law at
49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against any employee or
applicant for employment because of race, color, creed, national origin, sex or age. In addition, the
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Contractor agrees to comply with applicable Federal implementing regulations and other
implementing requirements FTA may issue.
B. Equal Employment Opportunity -The following equal employment opportunity requirements apply tc
the underlying contract:
(a) Race, Color, Religion, Sex, National Origin, - In accordance with Title VII of the Civil
Rights Act, as amended, 42 U.S.C. §2000e, and Federal transit laws at 49 U.S.C. § 5332,
the Contractor agrees to comply with all applicable equal employment opportunity
requirements of U.S. Department of Labor (U.S. DOL) regulations, "Office of Federal
Contract Compliance Programs, Equal Employment Opportunity, Department of Labor,"
41 C.F.R. Parts 60 et seq., (which implement Executive Order No. 11246, "Equal
Employment Opportunity," as amended by Executive Order No. 11375, "Amending
Executive Order 11246 Relating to Equal Employment Opportunity," 42 U.S.C. §2000e
note), and with any applicable Federal statutes, executive orders, regulations, and
Federal policies that may in the future affect construction activities undertaken in the
course of the Project. The Contractor agrees to take affirmative action to ensure that
applicants are employed, and that employees are treated during employment, without
regard to their race, color, or national origin. Such action shall include, but not be limited
to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment
advertising, layoff or termination; rates of pay or other forms of compensation; and
selection for training, including apprenticeship. In addition, the Contractor agrees to
comply with any implementing requirements FTA may issue.
(b) Acme- In accordance with section 4 of the Age Discrimination in Employment Act of
1967, as amended, 29 U.S.C. § § 623 and Federal transit law at 49 U.S.C. § 5332, the
Contractor agrees to refrain from discrimination against present and prospective
employees for reason of age. In addition, the Contractor agrees to comply with any
implementing requirements FTA may issue.
(c) Disabilities- In accordance with section 102 of the Americans with Disabilities
Act, as amended, 42 U.S.C. §12112, the Contractor agrees that it will comply with
the requirements of 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, pertaining to employment of persons with disabilities. In
addition, the Contractor agrees to comply with any implementing requirements FTA
may issue.
(d) The Contractor also agrees to include these requirements in each subcontract
financed in whole or in part with Federal assistance provided by FTA, modified only
if necessary to identify the affected parties.
C. In accordance with 49 CFR Part 21 and as described in FTA Circular 4702.113, and the California
Department of Transportation Title VI Program Plan, and upon request from the STATE, the
CONTRACTOR shall comply with the following reporting requirements. The CONTRACTOR is also
responsible for ensuring compliance of each third -party contractor at any tier of the PROJECT.
1. Prepare and submit a Title VI Program.
2. Establish and maintain a Title VI complaint procedures.
3. Record Title VI investigations, complaints, and lawsuits.
4. Provide meaningful access to Limited English Proficient Persons.
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5. Notify beneficiaries of protection under Title VI.
6. Provide additional information upon request.
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7. Provide an Annual Title VI Certification and Assurance.
8. Guidance on conducting an Analysis of Construction PROJECTS.
9. Guidance on promoting Inclusive Public Participation.
10. Report minority representation on transit related Planning and Advisory Bodies.
The Following items do not apply to providers of public transportation that only operate demand
response service. Demand response includes general public paratransit, Americans with Disabilities Act
complementary paratransit, and section 5310 non- profits that only serve their own clientele (closed door
service). Providers of public transportation that operate fixed route and demand response service, or
only fixed route service, are responsible items 11 and 12, these requirements only apply to fixed route
service.
11. Service standards.
a. Vehicle load for each mode
b. Vehicle headway for each mode
c. On time performance for each mode
d. Service availability for each mode
12. Service policies
a. Transit Amenities for each mode
b. Vehicle Assignment for each mode
Please refer to the Title VI Program Checklist in Appendix A at the end of this exhibit for more
detailed information on the Title VI Program requirements.
D. Solicitations for Subcontracts Including Procurements of Materials and Equipment. In all
solicitations, either by competitive bidding or negotiation by the CONTRACTOR for work to be
performed under a subcontract, including procurements of materials or leases of equipment, each
potential subcontractor or supplier shall be notified by the CONTRACTOR of the CONTRACTOR's
obligations under this Agreement and the Regulations relative to nondiscrimination on the grounds
of race, color, or national origin.
E. Information and Reports. The CONTRACTOR shall provide all information and reports required by
the Regulations, or directives issued pursuant thereto, and shall permit access to its books, records,
accounts, other sources of information, and its facilities as may be determined by the STATE or the
FTA to be pertinent to ascertain compliance with such Regulations or directives. Where any
information required of a contractor is in the exclusive possession of another who fails or refuses to
furnish this information, the CONTRACTOR shall so certify to the STATE or the FTA as appropriate,
and shall set forth what efforts have been made to obtain the information.
F. Sanctions for Noncompliance. In the event of the CONTRACTOR's noncompliance with the
nondiscrimination provisions of this Agreement, the STATE shall impose such contract sanctions
as it or the FTA may determine to be appropriate, including, but not limited to:
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1. Withholding of payments to the CONTRACTOR under the Agreement until the
CONTRACTOR complies, and /or;
2. Cancellation, termination or suspension of the Agreement, in whole or in part.
G. Incorporation of Provisions. The CONTRACTOR shall include the provisions of these paragraphs
(a) through (f) in every subcontract, including procurements of materials and leases of equipment,
unless exempt by the Regulations or directives issued pursuant thereto. The CONTRACTOR will
take such action with respect to any subcontractor or procurement as the STATE or the FTA may
direct as a means of enforcing such provisions including sanctions for noncompliance; provided,
however, that in the event a CONTRACTOR becomes involved in, or is threatened with, litigation
with a subcontractor or supplier as a result of such direction, the CONTRACTOR may request the
STATE to enter into such litigation to protect the interest of the STATE, and, in addition, the
CONTRACTOR may request the United States to enter into such litigation to protect the interests of
the United States
27. Disadvantaged Business Enterprise. The CONTRACTOR agrees to:
A. Comply with U.S. DOT regulations, "Participation by Disadvantaged Enterprises in Department of
Transportation Financial Assistance Programs ", 49 CFR Part 26 and will cooperate with STATE
with regard to maximum utilization of disadvantaged business enterprises, and will use its best
efforts to ensure that disadvantaged business enterprises shall have the maximum opportunity to
compete for sub contractual work under this Agreement.
B. Complete and submit to STATE a DBE Implementation Agreement with the DOT -213 Standard
Agreement. STATE shall provide the Implementation Agreement to the CONTRACTOR prior to
vehicle ordering.
C. Report twice annually on DBE participation in their contracting opportunities, their
award /commitments and actual payments.
D. The CONTRACTOR shall not terminate a DBE subcontractor without prior approval by the STATE
(49 CFR 26.53(f)(1)(i)). The recipient that terminates a DBE must make a good faith effort to find a
replacement to perform at least the same amount of work under the contract to meet the contract
goal established for the work. The good faith effort should be documented and submitted to the
State within a reasonable time after obtaining approval by the State to terminate an existing DBE
(49 CFR 26.53(8)).
E. The recipient shall not discriminate on the basis of race, color, national origin or sex in the award
and performance of any U.S. DOT - assisted contract or in the administration of its DBE program or
the requirements of 49 CFR Part 26. The recipient's DBE program, as required by 49 CFR Part 26
and as approved by U.S. DOT, is incorporated by reference in this Agreement. Implementation of
this program is a legal obligation and failure to carry out its terms shall be treated as a violation of
this Agreement. Upon notification to the recipient of its failure to carry out its approved program,
the STATE may impose sanctions as provided for under Part 26 and may, in appropriate cases,
refer the matter for enforcement under 18 U.S.C. 1001 and /or the Program Fraud Civil Remedies
Act of 1986 (31 U.S.C, 3801 et seq.).
F. The CONTRACTOR, subrecipient or subcontractor shall not discriminate on the basis of race,
color, national origin, or sex in the performance of this contract. The CONTRACTOR shall carry
out applicable requirements of 49 CFR Part 26.13(b) in the award and administration of U.S. DOT -
assisted contracts. Failure by the CONTRACTOR to carry out these requirements is a material
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EXHIBIT C
breach of this contract, which may result in the termination of this contract or such other remedy as
the recipient deems appropriate.
28. Section 504 and Americans with Disabilities Act Program Requirements. The CONTRACTOR will
comply with 49 CFR. Parts 27, 37 and 38, implementing the Americans with Disabilities Act and
Section 504 of the Rehabilitation Act or 1973, 29 U.S.C. Section 794, as amended.
29. Warranty for Application to the Small Urban and Rural Program. The CONTRACTOR accepts the
terms and conditions of the "Special Section 13(c) Warranty for Application to the Small Urban and
Rural Program," as executed by the Secretary of Labor and the Secretary of Transportation on May 31,
1979, and those terms and conditions are incorporated by reference into this Agreement.
30. Public Lands. The CONTRACTOR agrees to refrain from using in its PROJECT any publicly owned
land from a park, recreation area, or wildlife or waterfowl refuge of National, State, or local significance
as determined by the Federal, State, or local officials having jurisdiction thereof, and also refrain from
using in its PROJECT any land from a historic site of National, State, or local significance unless the
Federal Government makes the specific findings as required by 49 U.S.C. § 303.
31. Energy Conservation. The CONTRACTOR 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 et seq.
32. Receipt of Commission. The CONTRACTOR warrants that it has not paid, and also agrees not to pay,
any bonus or commission for the purpose of obtaining an approval of its application for these funds
obtained as a consequence of this Agreement.
33. Conflict of Interest.
A. In accordance with 41 U.S.C. § 22, no member of or delegate to the Congress of the United States
shall be admitted to any share or part of this Agreement or to any benefit arising there from.
B. The CONTRACTOR certifies that its employees and the officers of its governing body shall avoid
any actual or potential conflicts of interest, and that no officer or employee who exercises any
functions or responsibilities in connection with this Agreement shall have any personal financial
interest or benefit which either directly or indirectly arises from this Agreement.
C. The CONTRACTOR shall establish safeguards to prohibit its employees or its officers from using
their positions for a purpose which could result in private gain or which gives the appearance of
being motivated for private gain for themselves or others, particularly those with whom they have
family, business, or other ties.
D. The CONTRACTOR will not be awarded a contract if the financial interests are held by a current
officer or employee of the STATE. Additionally, a contract will not be awarded to an officer or
employee of the STATE to provide goods and service. Likewise, the CONTRACTOR officials and
employees shall also avoid actions resulting in or creating an appearance of:
1. Using an official position for private gain;
2. Giving preferential treatment to any particular person;
3. Losing independence or impartiality;
4. Affecting adversely the confidence of the public or local officials in the integrity of the program.
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E. Former STATE employees will not be awarded a contract for 2 years from the date of separation if
that employee had any part of the decision making process relevant to the Agreement, or for 1 year
from the date of separation if that employee was in a policy making position in the same general
subject area as the proposed contract within the 12 -month period to his or her separation from
State service.
F. Neither the CONTRACTOR nor any of its employees, suppliers or subcontractors shall enter into
any contract, subcontract, or arrangement in connection with the PROJECT or any property
included or planned to be included in the PROJECT, in which any member, officer, or employee of
the CONTRACTOR or its subcontractor, during the PROJECT term and for one year thereafter,
has any direct or indirect conflict of interest. If any such present or former member, officer, or
employee involuntarily acquires or had acquired prior to the beginning of the PROJECT term any
such interest, and if such interest is immediately disclosed to the CONTRACTOR and such
disclosure is entered upon the minutes of the CONTRACTOR's written report to STATE of such
interest, the STATE, may waive the conflict of interest; provided that the officer or employee shall
not participate in any action by the CONTRACTOR or the locality relating to such contract,
subcontract, or arrangement.
G. The CONTRACTOR shall insert in all contracts entered into in connection with the PROJECT or
with any property- included or planned to be included in any PROJECT, and shall require its
contractors to insert in each of their subcontracts, the following provision:
"No member, officer, or employee of the CONTRACTOR or of the locality during the PROJECT
term or for one year thereafter shall have any interest, direct or indirect, in this Agreement or the
proceeds thereof."
H. The provisions of this subsection shall not be applicable to any agreement between the
CONTRACTOR and its fiscal depositories or to any agreement for utility services, the rates for
which are fixed or controlled by a governmental agency.
34. Lobbying.
A. The CONTRACTOR agrees that it will not use Federal assistance funds to support lobbying. In
accordance with 31 U.S.C. and U.S. DOT Regulations, "New Restrictions on Lobbying," 49 C.F.R.
Part 20, if the CONTRACTOR'S PROJECT exceeds $100,000, FTA will not make any Federal
assistance available to the CONTRACTOR until FTA has received the CONTRACTOR'S
certification that the CONTRACTOR has not and will not use Federal appropriated funds to pay any
person or organization to influence or attempt to influence an officer or employee of any Federal
agency, a member of Congress, an officer or employee of congress, or an employee of a member
of Congress in connection with the awarding of any Federal grant, cooperative agreement or any
other Federal award from which funding for the PROJECT is originally derived, consistent with 31
U.S.C. Section 1352, and;
B. If applicable, if any funds other than Federal appropriated funds have been paid or will be paid to
any person for influencing or attempting to influence an officer or employee of any Federal agency,
a Member of Congress, an officer or employee of Congress, or an employee of a Member of
Congress, in connection with this Federal contract, grant, loan, or cooperative agreement, the
undersigned shall complete and submit Standard Form -LLL, "Disclosure Form to Report Lobbying,"
in accordance with the form instructions.
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C. The CONTRACTOR shall require that the language of this certification be included in the award
documents for all sub - awards at all tiers (including subcontracts, sub - grants, and contracts under
grants, loans, and cooperative agreements) which exceed $100,000 and that all subrecipients shall
certify and disclose accordingly.
This certification is a material representation of facts upon which reliance was placed when this
Agreement was made or entered into. Submission of this certification is a prerequisite for making
or entering into this Agreement imposed by Section 1352, Title 31, U. S. Code. Any person who
fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and
not more than $100,000 for each such failure.
35. Program Fraud and False or Fraudulent Statements or Related Acts.
A. The CONTRACTOR acknowledges that the provisions of the Program Fraud Civil Remedies Act of
1986, as amended, 31 U.S.C. § 3801 et sue. and U.S. DOT regulations, "Program Fraud Civil
Remedies," 49 C.F.R. Part 31, apply to its actions pertaining to this PROJECT. Upon execution of
an underlying contract, the CONTRACTOR certifies or affirms the truthfulness and accuracy of any
statement it has made, it makes, it may make, or causes to be made, pertaining to that underlying
contract or the FTA assisted PROJECT for which this contracted work is being performed. In
addition to other penalties that may be applicable, the CONTRACTOR further acknowledges that if
it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or
certification, the Federal Government reserves the right to impose the penalties of the Program
Fraud Civil Remedies Act of 1986 on the CONTRACTOR to the extent the Federal Government
deems appropriate.
B. The CONTRACTOR also acknowledges that if it makes, or causes to be made, a false, fictitious, or
fraudulent claim, statement, submission, or certification to the Federal Government under a
contract connected with a PROJECT that is financed in whole or in part with Federal assistance
originally awarded by FTA under the authority of 49 U.S.C. § 5307, the Government reserves the
right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307(n)(1) on the
CONTRACTOR, to the extent the Federal Government deems appropriate.
C. The CONTRACTOR agrees to include the above two clauses in each subcontract financed in
whole or in part with Federal assistance provided by FTA. It is further agreed that these clauses
shall not be modified, except to identify the subcontractor who will be subject to the provisions.
36. Contracts Involving Federal Privacy Act Requirements. The following requirements apply to the
CONTRACTOR and its employees that administer any system of records on behalf of the Federal
Government under any contract:
A. The CONTRACTOR agrees to comply with, and assures the compliance of its employees with, the
information restrictions and other applicable requirements of the Privacy Act of 1974, 5 U.S.C. §
552a. Among other things, the CONTRACTOR agrees to obtain the express consent of the Federal
Government before the CONTRACTOR or its employees operate a system of records on behalf of
the Federal Government. The CONTRACTOR understands that the requirements of the Privacy
Act, including the civil and criminal penalties for violation of that Act, apply to those individuals
involved and that failure to comply with the terms of the Privacy Act may result in termination of the
underlying Agreement.
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B. The CONTRACTOR also agrees to include these requirements in each subcontract to administer
any system of records on behalf of the Federal Government financed in whole or in part with
Federal assistance provided by FTA.
37. Drug -Free Workplace. The CONTRACTOR certifies by signing this Agreement that it will provide a
drug -free workplace, and shall establish policy prohibiting activities involving controlled substances in
compliance with Government code Section 8355, et seq. The CONTRACTOR is required to include
the language of this certification in award documents for all sub - awards at all tiers (including
subcontracts, contracts under grants, and cooperative agreements) and that all subrecipients shall
certify and disclose accordingly. To the extent the CONTRACTOR, any third -party contractor at any
tier, any subrecipient at any tier, or their employees, perform a safety sensitive function under the
PROJECT, the CONTRACTOR agrees to comply with, and assure the compliance of each affected
third -party contractor any tier, each affected subrecipient at any tier, and their employees with 49
U.S.C. Section 5331, and FTA regulations, "Prevention of Alcohol Misuse and Prohibited Drug use in
Transit Operations," 49 CFR Part 655.
38. Charter Service Operations. The CONTRACTOR agrees to comply with 49 U.S.C. Section 5323(d)
and 49 CFR Part 604, which provides that recipients and subrecipients of FTA assistance are
prohibited from providing charter service using federally funded equipment or facilities if there is at least
one private charter operator willing and able to provide the service, except under one of the exceptions
listed at 49 CFR - Subpart B. Any charter service provided under one of the exceptions must be
"incidental," i.e., it must not interfere with or detract from the provision of mass transportation. The
CONTRACTOR assures and certifies that the revenues generated by its incidental charter bus
operations (if any) are, and shall remain, equal to or greater than the cost (including depreciation on
Federally assisted equipment) of providing the service. The CONTRACTOR understands that the
requirements of 49 CFR part 604 will apply to any charter service provided, the definitions in 49 CFR
part 604 apply to this Agreement, and any violation of this Agreement may require corrective measures
and the imposition of penalties, including debarment from the receipt of further. Federal assistance for
transportation.
39. School Bus Operations. Pursuant to 49 U.S.C. 5323(F) and 49 CFR Part 605, the CONTRACTOR
agrees that it and all its subcontractors will: (1) engage in school transportation operations in
competition with private school transportation operators only to the extent permitted by an exception
provided by 49 U.S.C. 5323 (f) and implementing regulations, and (2) comply with requirements of 49
CFR part 605 before providing any school transportation using equipment or facilities acquired with
Federal assistance awarded by FTA and authorized by 49 U.S.C. Chapter 53 or Title 23 U.S.C. for
transportation projects. The CONTRACTOR understands that the requirements of 49 CFR part 605
will apply to any school transportation it provides, that the definitions of 49 CFR part 605 apply to any
school transportation agreement, and a violation of this Agreement may require corrective measures
and the imposition of penalties, including debarment from the receipt of further Federal assistance for
transportation. ,
40. Use of $1 Coins. As applicable, and to comply with Section 104 of the Presidential $1 Coin Act of
2006, 31 U.S.C. Section 5312(p), the CONTRACTOR must ensure that FTA assisted property that
requires the use of coins or currency in public transportation service or supporting service be fully
capable of accepting and dispensing $1 coins.
41. Protection of Animals. The CONTRACTOR must ensure that all third -party contractors providing
services involving the use of animals must comply with the Animal Welfare Act, 7 U.S.C. Sections 2131
et seq. and Department of Agriculture regulations, "Animal Welfare," 9 CFR Subchapter A, Parts 1,2,3,
and 4.
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42. Additional Termination Clauses.
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A. Termination for Convenience. When it is in the STATE'S best interest, the STATE reserves the
right to terminate this Agreement, in whole or in part, at any time by providing a ten (10) day written
notice to the CONTRACTOR. The CONTRACTOR shall be paid its costs, including contract close-
out costs, and profit on work performed up to the time of termination. The CONTRACTOR shall
promptly submit its termination claim to the STATE. If the CONTRACTOR has any property in its
possession belonging to the STATE, the CONTRACTOR will account for the same, and dispose of
it in the manner the STATE directs.
B. Termination for Default. The STATE may terminate this Agreement upon a finding that the
CONTRACTOR has not made satisfactory progress toward procuring the PROJECT equipment,
services, salary and wages, as appropriate, within twelve (12) months of execution of this
Agreement, has not billed for operating assistance funds within twelve (12) months of execution of
this Agreement, or that the CONTRACTOR is otherwise not complying with the terms of this
Agreement. Termination shall be by written notice specifying the reason for termination and giving
the CONTRACTOR thirty (30) days to correct the default. The STATE shall be the sole judge as to
whether the CONTRACTOR's corrective measures are adequate. If the CONTRACTOR fails to
remedy to STATE's satisfaction the breach or default or any of the terms, covenants, or conditions
of this Agreement the STATE shall have the right to terminate the Agreement without any further
obligation to the CONTRACTOR. Any such termination for default shall not in any way operate to
preclude the STATE from also pursuing all available remedies against the CONTRACTOR.
C. Period of Performance Extension. If it is later determined by the STATE that the CONTRACTOR
had an excusable reason for not performing, such as a strike, fire, or flood, events which are not
the fault of or are beyond the control of the CONTRACTOR, the STATE, after setting up a new
delivery of performance schedule, may allow the CONTRACTOR to continue work, or treat the
termination as a termination for convenience.
D. Mutual Termination. The PROJECT may also be terminated if the STATE and the CONTRACTOR
agree that its continuation would not produce beneficial results commensurate with the further
expenditure of funds or if there are inadequate funds to operate the PROJECT equipment or
otherwise complete the PROJECT.
43. Disputes. The STATE and the CONTRACTOR shall deal in good faith and attempt to resolve potential
disputes informally. If the dispute persists, the CONTRACTOR shall submit to the authorized STATE
Representative for this Agreement or designee a written demand for a decision regarding the
disposition of any dispute arising under this Agreement. The STATE Representative shall make a
written decision regarding the dispute and will provide it to the CONTRACTOR. The CONTRACTOR
shall have an opportunity to challenge the STATE Representative's determination but must make that
challenge in writing within ten (10) working days to the STATE's Chief, Office of Federal Transit Grants
or his /her designee. [If the CONTRACTOR challenge is not made within the ten (10) day period, the
STATE Representative shall become the final decision of the STATE.) The STATE and the
CONTRACTOR shall submit written, factual information and supporting data in support of their
respective positions. The decision of the STATE's Chief, Office of Federal Transit Grants or his /her
designee shall be final, conclusive and binding regarding the dispute, unless the CONTRACTOR
commences an action in court of competent jurisdiction to contest the decision in accordance with
Division 3.6 of the California Government Code.
44. Procurement. For all procurements of property, supplies, equipment or services under an FTA assisted
grant, the CONTRACTOR shall provide full and open competition and comply with the procurement
requirements set forth in 49 U.S.C. Section 5325(a), applicable third -party procurement requirements of
49 U.S.C. chapter 53 and other procurement requirements of Federal laws in effect now or as
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EXHIBIT C
amended to the extent applicable. The CONTRACTOR shall prepare a bid package, including
equipment and material specifications or a scope of work. In accordance with applicable U.S. DOT
third -party procurement regulations at 2 C.F.R. Part 200 and the provisions of FTA Circular 4220.1 F,
"Third -Party Contracting Guidance," November 1, 2008, and any later revision thereto, the
CONTRACTOR agrees that it may not use FTA assistance to support its procurements unless there is
satisfactory compliance with Federal laws and regulations including but not limited to the following:
A. To state clearly that the final contract award to any bidder requires prior written approval by the
STATE and that bids are consistent with the PROJECT equipment description identified in Exhibit
A, Scope of Work.
B. To comply with applicable Federal laws and regulations including, but not limited to, Federal transit
laws at 49 U.S.C. Chapter 53, FTA regulations, and other Federal laws and regulations that contain
requirements applicable to FTA recipients and their FTA assisted procurements. Also, to include
all required Federal procurement provisions in each subcontract financed in whole or in part with
Federal assistance provided by FTA.
C. For all contracts and subcontracts financed with Federal assistance, to comply with cargo
preference requirements of 46 U.S.C. § 1241 and 46 CFR Part 381 when contracts involve
equipment, materials, or commodities which may be transported by ocean vessels.
D. 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.
E. To comply with the requirements of 49 U.S.C. § 5323(1) and FTA regulations, "Pre -Award and Post-
Delivery Audits of Rolling Stock Purchases," 49 C.F.R. Part 663, and any revision thereto.
F. To comply with the requirements of 49 U.S.C. § 5325(b) to award a third -party contract using a
competitive procurement process.
G. In accordance with 49 U.S.C. § 5325(e)(1), in the procurement of rolling stock, may not enter into a
multi -year contract to purchase additional rolling stock and replacement parts with options
exceeding five (5) years after the date of the original contract.
H. To comply with 49 U.S.C. § 5325(f), agrees that any third -party contract award it makes for rolling
stock will be based on initial capital costs, or on performance, standardization, life cycle costs, and
other factors, or on a competitive procurement process.
I. To comply with the requirements of 49 U.S.C. Section 5323(m) and FTA regulations, "Pre- Award
and Post - Delivery Audits of Rolling Stock Purchases, " 49 CFR Part 663, and any revision thereto..
J. To award a third -party contract using a competitive procurement process in compliance with the
requirements of 49 U.S.C. Section 5325.
K. To comply with the requirements of 49 U.S.C. Section 5318(e) and FTA regulations, "Bus Testing ",
49 CFR Part 665, including the certification that before expending any Federal assistance to
acquire the first bus of any new bus model or any bus model with a new major change in
configuration or components or before authorizing final acceptance of that bus, that model of bus
will have been tested at the ALTOONA Bus Research and Testing Center. The CONTRACTOR
must obtain the final testing report and provide a copy of the report to the STATE.
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EXHIBIT C
L. To require each bidder to certify that it has complied with 49 CFR 26, which requires each transit
vehicle manufacturer to establish annual goals for the participation of disadvantaged business
enterprise and to submit those goals to FTA for approval.
M. To comply with 49 U.S.C. Section 53230), FTA's Buy America regulations at 49 CFR Part 661 and
any amendments thereto, and any implementing guidance issued by FTA, with respect to each
third -party contract.
N. To meet applicable regulations of 49 CFR Part 663 in the purchase of revenue rolling stock.
O. In subcontracts exceeding $100,000, to comply with all applicable standards, orders, or regulations
issued pursuant to the Clean Air Act, as amended, 42 U.S.C. Section 7401 et. seq. and Clean
Water Act, as amended, 33 U.S.C. Section 1251 et. seq. Agrees to report and require each third -
party contractor or subcontractor at any tier to report any violation of these requirements resulting
from any PROJECT implementation activity of a third -party contractor, subcontractor, or itself to
FTA and the appropriate U.S. EPA Regional Office.
P. To comply with U.S. Environmental Protection Agency (U.S. EPA), "Comprehensive Procurement
Guideline for Products Containing Recovered Materials," 40 C.F.R. Part 247, which implements
section 6002 of the Resource Conservation and Recovery Act, as amended, 42 U.S.C. § 6962.
Accordingly, the CONTRACTOR agrees to provide a competitive preference for products and
services that conserve natural resources, protect the environment, and are energy efficient, except
to the extent that the Federal Government determines otherwise in writing.
Q. To comply with mandatory standards and policies relating to energy efficiency, which are contained
in the .state energy conservation, plan issued in compliance with the Energy Policy and
Conservation Act.
R. To the extent applicable, agrees to conform to the National Intelligent Transportation Systems (ITS)
Architecture and Standards as required by SAFETEA -LU § 5307(c), 23 U.S.C. § 512 note, and
follow the provisions of FTA Notice, "FTA National ITS Architecture Policy on Transit PROJECTs,"
66 Fed. Reg. 1455 et seq., January 8, 2001, and any other implementing directives FTA may issue
at a later date, except to the extent FTA determines otherwise in writing.
S. In accordance with 40 CFR Part 85, "Control of Air Pollution from Mobile Sources," 40 CFR Part
86, "Control of Air Pollution from New and In -Use Motor Vehicles and New and In -Use Motor
Vehicle Engines," and 40 CFR Part 600, "Fuel Economy of Motor Vehicles, the CONTRACTOR
must include provisions in all third -party contract for procurement of rolling stock to ensure
compliance with applicable Federal air pollution control and fuel economy regulations.
T. CONTRACTOR shall refer to FTA "Best Practices Procurement Manual" for additional procurement
guidance on procurement processes and any omissions applicable to the PROJECT. The
CONTRACTOR'S failure to comply with all mandates shall constitute a material breach of this
Agreement.
U. CONTRACTOR must comply with applicable cost principles circulars, current in Title 2 of the Code
of Federal Regulations, in determining whether project costs are allowable or unallowable. Title 2
CFR Part 225, previously OMB Circular A -87, establishes principles and standards for determining
costs applicable to grants, contracts, and other agreements with State and local governments and
federally recognized Indian tribal governments. 2 CFR Part 230 previously OMB Circular A -122,
establishes cost principles for nonprofits. Where applicable, CONTRACTOR must comply with
cost principles of FAR 31.2.
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V. CONTRACTOR must have written protest procedures covering the pre- bid /pre - proposal, post
proposal, and post award processes, and shall in all instances disclose to all bidders the
CONTRACTOR's protest and the STATE's appeal procedures. All CONTRACTOR's protest
decisions must be dated and in writing. A protester must exhaust all administrative remedies with
the CONTRACTOR before pursuing an appeal with the STATE. Reviews of protests by the STATE
will be limited to:
1. CONTRACTOR's failure to have or follow its own protest procedures, or its failure to
review a complaint or protest
2. Violations of the Federal or State law or regulation.
An appeal to the STATE must be received or postmarked ten (10) calendar days (includes mailing
time) from the date of the protest decision.
45. Bid Proposal and Contract Award. All bid solicitation documents, proposed vendor selection and
request for non - competitive bid must be reviewed and approved by the STATE prior to the award of the
contract. No award shall be made without the written approval from the STATE. The CONTRACTOR
(or procurement agent acting on its behalf) shall prepare the bid documents, solicit and receive
competitive bids or proposals, shall evaluate the bids or proposals received, and shall select the lowest
price compliant bid for award.
A. The CONTRACTOR (or procurement agency acting on its behalf) shall forward to STATE, at least
thirty (30) days in advance, a copy of the bid solicitation document proposed contract, and bidders
list.
B. Prior to contract award, the CONTRACTOR (or procurement agency acting on its behalf) shall
forward to STATE a list of all bids, proposals, or price quotations received, a copy of the selected
bid or proposal, copy of the bids or proposals of all those whose prices are lower than the selected
vendor's, an explanation of the basis for selecting the selected vendor and for rejecting lower bids
(if any). In the case of a single bid, sole source, or negotiated price contract, this shall include a
statement by the CONTRACTOR that the price is fair and reasonable and the basis for that
determination (FTA Circular C 4220.1 F "Third -party Contracting Guidance ").
C. All third -party contracts, subcontracts and contract modifications funded under the PROJECT shall
include essential elements including, but not restricted to, the following: parties, price or rate of
compensation, scope of work, contract time line, contract termination and other legal
considerations.
D. CONTRACTOR to perform a cost or price analysis in connection with every procurement action
funded under the PROJECT, including contract modifications. Prior to receiving bids or proposals
CONTRACTOR must make independent cost estimates to determine price reasonableness.
46. FTA Regulations, Policies, Procedures and Directives. The CONTRACTOR shall at all times comply
with all applicable FTA regulations, policies, procedures and directives, including without limitation
those listed directly or by reference in the Agreement (Form FTA MA (16) dated October1 , 2009)
between the STATE and FTA, as they may be amended or promulgated from time to time during the
term of this Agreement. The CONTRACTOR's failure to so comply shall constitute a material breach of
this Agreement. In the event any portion, term, condition or provision of this Agreement should be
deemed illegal or in conflict with the laws of the State of California or with Federal law or otherwise be
unenforceable, the remaining portion, terms, conditions or provisions shall not be affected thereby.
47. Amendments to Federal, State and Local Laws, Requlations and Directives. The terms of the most
recent amendment to any Federal, State, or local laws, regulations, FTA directives, and amendments
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EXHIBIT C
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to the grant or cooperative contract that may be subsequently adopted, are applicable to the PROJECT
to the maximum extent feasible, unless FTA provides otherwise in writing.
48. Disposition of Equipment. The disposition of all PROJECT equipment shall be made in accordance
with the requirements of 49 C.F.R. Part 19, "Uniform Administrative Requirements for Grants and
Agreements with Institutions of Higher Education, Hospitals, and Other Non - Profit Organizations" and
FTA C 9070.1F (Section 5310) and 49 U.S.C. § 5310. Whenever any PROJECT equipment is
withdrawn from the PROJECT for any reason, the CONTRACTOR shall immediately notify the STATE.
Should the PROJECT be terminated, all property procured under this Agreement becomes property of
the STATE and may be transferred to other eligible contractors at the sole discretion of the STATE. At
the option of the STATE, the CONTRACTOR shall do one of the following:
A. Written Notice of Termination. The STATE may terminate this contract upon finding that the
CONTRACTOR is not operating the PROJECT equipment in accordance with the project
description in Exhibit A, Scope of Work, or that the CONTRACTOR is otherwise not complying with
the terms of this contract. Termination shall be by written notice specifying the reason for
termination and giving the CONTRACTOR thirty (30) days to correct the default. The STATE shall
be the sole judge as to whether the CONTRACTOR'S corrective measures are adequate. If
CONTRACTOR fails to remedy to STATE'S satisfaction the breach or default or any of the terms,
covenants, or conditions of this contract the STATE shall have the right to terminate the contract
without any further obligation to the CONTRACTOR. Any such termination for default shall not in
any way operate to preclude the STATE from also pursuing all available remedies against
CONTRACTOR and its-sureties for said breach or default. Once a contract has been terminated
within the provisions of this section, the STATE reserves the right to seize vehicles or equipment
procured under this Agreement.
B. Remit to the STATE the proportional amount of current market value that exceeds $5,000 per unit
at the time of disposition, if any, of PROJECT equipment which shall be based on the percentage
of the FTA grant funds paid by CONTRACTOR under this Agreement. Fair market value shall be
deemed to be the value of the PROJECT equipment as determined by a competent appraisal at
the time the equipment is withdrawn from use; and
C. Return the equipment to the STATE in the same condition as when received by the
CONTRACTOR, except for reasonable wear and tear resulting from its use. The parties shall
thereupon determine the amount of compensation, if any, to be paid by the CONTRACTOR to the
STATE in order to avoid any STATE liability to FTA or to others.
49. Property Maintenance and Inspection. While the PROJECT is in the possession or control of the
CONTRACTOR, the CONTRACTOR shall operate or maintain the PROJECT in accordance with
detailed maintenance and inspection schedules provided by the manufacturer, keeping a written log or
record of all repairs and maintenance. STATE and the FTA shall have the right to conduct periodic
inspections for the purpose of confirming the existence, condition, and proper maintenance of the
PROJECT. No alterations may be made to the PROJECT in its as- received condition without first
receiving written approval from STATE..
50. Insurance.
A. While the PROJECT equipment is in the possession or control of the CONTRACTOR, the
CONTRACTOR shall maintain adequate insurance protection against liability for damages for
personal bodily injuries (including death), property damage, and vehicle damage as conditioned in
this section.
B. The minimum limits of liability may be increased by the STATE at any time upon thirty (30) days'
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EXHIBIT C
notice to the CONTRACTOR.
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C. The CONTRACTOR shall place Vehicle Physical Damage, including collision and comprehensive
(fire, theft, etc.) insurance for amounts equal to the actual cash value of each vehicle and any other
equipment that is part of the PROJECT equipment, with deductibles acceptable to the STATE.
This insurance shall include a, provision designating the State of California, Department of
Transportation as the Loss Payee for all purposes of adjusting, settling, or paying claims for
damage to the insured vehicle(s).
D. The STATE, its officers, employees, and agents shall be named as additional insured.
E. The STATE is designated as the Loss Payee for claims of damage to the insured vehicle(s).
F. The STATE will not be responsible for any premiums or assessments on the policy.
G. The CONTRACTOR, and /or third -party subcontractor, shall furnish to the STATE, before delivery
of the PROJECT vehicle(s) to the CONTRACTOR, a certificate of insurance issued by a company
licensed to write such insurance in California.
H. Prior to the annual insurance policy expiration date, the CONTRACTOR shall furnish to the STATE
a new certificate of insurance or other written evidence of insurance satisfactory to the STATE. At
any time that such evidence of insurance has not been provided, the STATE shall have the right
immediately to take possession of the PROJECT equipment and to enter the property of the
CONTRACTOR for this purpose.
I. The CONTRACTOR shall provide the STATE at least thirty (30) days' notice of cancellation or
material change of the vehicle insurance policy.
J. Public Agency or For - Profit CONTRACTORS. The following terms apply to all CONTRACTORS
who are defined as a Public Agency or For - Profit entity, regardless if they are providing the service
as the prime CONTRACTOR or subcontractor:
Property Damage: The CONTRACTOR shall place property damage, whether the property of
one or more claimants, in an amount not less than one million five hundred thousand dollars
($1,500,000) per occurrence (combined single limit) for property damage liability combined in
respect to vehicles with seating capacity of fifteen (15) or less, or five million dollars
($5,000,000) per occurrence for property damage liability combined in respect to vehicles with
seating capacity of sixteen (16) or more.
Bodily Injury: The CONTRACTOR shall place bodily injury in an amount not less than one
million five hundred thousand dollars ($1,500,000) per occurrence (combined single limit) in
respect to vehicles with seating capacity of fifteen (15) or less, or five million dollars
($5,000,000) per occurrence for bodily injury in respect to vehicles with seating capacity of
sixteen (16) or more.
Vehicle Physical Damage: The CONTRACTOR shall place Vehicle Physical Damage,
including collision and comprehensive (fire, theft, etc.) insurance for amounts equal to the
actual cash value of each vehicle and any other equipment that is part of the PROJECT
equipment, with deductibles acceptable to the STATE. This insurance shall include a provision
designating the State of California, Department of Transportation as the Loss Payee for all
purposes of adjusting, settling, or paying claims for damage to the insured vehicle(s).
K. Non - Profit Agencies: The following terms apply to all CONTRACTORS who are defined as a non-
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profit agency, regardless if they are providing the service as the prime CONTRACTOR or
subcontractor:
Property Damage: The CONTRACTOR shall place property damage, whether the property of
one or more claimants, in an amount not less than one million dollars ($1,000,000) per
occurrence (combined single limit) for property damage liability combined in respect to vehicles
with seating capacity of fifteen (15) or less, or one million five hundred thousand dollars
($1,500,000) per occurrence for property damage liability combined in respect to vehicles with
seating capacity of sixteen (16) or more.
Bodily Injury: The CONTRACTOR shall place bodily injury in an amount not less than one
million dollars ($1,000,000) per occurrence (combined single limit) in respect to vehicles with
seating capacity of fifteen (15) or less, or one million five hundred thousand dollars
($1,500,000) per occurrence for bodily injury in respect to vehicles with seating capacity of
sixteen (16) or more.
3. Vehicle Physical Damage: The CONTRACTOR shall place Vehicle Physical Damage,
including collision and comprehensive (fire, theft, etc.) insurance for amounts equal to the
actual cash value of each vehicle and any other equipment that is part of the PROJECT
equipment, with deductibles acceptable to the STATE. This insurance shall include a provision
designating the State of California, Department of Transportation as the Loss Payee for all
purposes of adjusting, settling, or paying claims for damage to the insured vehicle(s).
51. Excise Tax. The State of California is exempt from federal excise taxes, and no payment will be made
for any taxes levied on employees' wages. The STATE will pay for any applicable State of California or
local sales or use taxes on the services rendered or equipment or parts supplied pursuant to this
Agreement. California may pay any applicable sales and use tax imposed by another state.
52. Potential Subcontractors
A. No Relationship Between STATE and Third -Party Contractor. Nothing contained in this Agreement
or otherwise, shall create any contractual relation, obligation or liability between the STATE and
any third -party contractors, and no third -party agreement shall relieve the CONTRACTOR of his
responsibilities and obligations hereunder. The CONTRACTOR agrees to be as fully responsible
to the STATE for the acts and omissions of its third -party contractors and of persons either directly
or indirectly employed by any of them as it is for the acts and omissions of persons directly
employed by the CONTRACTOR. The CONTRACTOR'S obligation to pay its third -party
contractors is an independent obligation from the STATE'S obligation to make payments to the
CONTRACTOR. As a result, the STATE shall have no obligation to pay or to enforce the payment
of any moneys to any third -party contractor.
B. Third -Party Contracts and Subagreements Affected. To the extent applicable, Federal
requirements extend to third -party contractors and their contracts at every tier, and to the
subcontractors of third -party contractors and their subagreements at every tier. Accordingly, the
CONTRACTOR agrees to include, and to require its third -party contractors to include appropriate
clauses in each third -party contract and each subagreement financed in whole or in part with
financial assistance provided by FTA.
C. No Federal Government Obligations to Third Parties. The CONTRACTOR agrees that, absent of
the Federal Government's express written consent, the Federal Government shall not be subject to
any obligations or liabilities to any contractor, any third -party contractor, or any other person not a
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EXHIBIT C
party to the Grant Agreement in connection with the performance of the PROJECT.
Notwithstanding any concurrence provided by the Federal Government in or approval of any
solicitation, or third -party agreement, the Federal Government continues to have no obligation or
liabilities to any party, including the CONTRACTOR or third -party contractor.
D. Obligations on Behalf of the STATE. The CONTRACTOR shall have no authority to contract for or
on behalf of, or incur obligations on behalf of the STATE.
E. STATE Approval of All Third -Party Contracts. The STATE shall approve in writing all proposed
third -party contract agreements, Memorandums of Understanding (MOU), or similar documents
relating to the performance of the Agreement prior to implementation. The CONTRACTOR agrees
that it will not enter into any third -party contracts unless the same are approved in writing by the
STATE. Any proposed amendments to such third -party contracts must be approved by the STATE
prior to implementation.
53. Narrowband Migration Deadline. The CONTRACTOR must comply with the Federal Communications
Commission Public Notice DA09 -2589 deadline for private land mobile radio services in the 150 -174
MHz and 421 -512 MHz bands which will migrate to narrowband (12.5 kHz or narrower) technology
effective January 1, 2013.
54. Indemnification Neither STATE nor any officer or employee thereof is responsible for any injury,
damage or liability occurring by reason of anything done or omitted to be done by CONTRACTOR
and /or its agents under or in connection with any work, authority or jurisdiction conferred upon
CONTRACTOR under this Agreement. It is understood and agreed that CONTRACTOR and /or its
agents shall fully defend, indemnify and save harmless STATE and all its officers and employees from
all claims, suits or actions of every name, kind and description brought forth,under, including, but not
limited to, tortious, contractual, inverse condemnation or other theories or assertions of liability
occurring by reason of anything done or omitted to be done by CONTRACTOR and /or its agents under
this Agreement., employees, representatives, and agents.
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APPENDIX A
Title VI PROGRAM CHECKLIST
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Every three years, on a date determined by the STATE, the CONTRACTOR is required to submit the
following information to the STATE as part of their Title VI Program:
• Title VI Notice to the Public, including a list of locations where the notice is posted;
• Title VI Complaint Procedures (i.e., instructions to the public regarding how to file a Title VI
discrimination complaint.);
• Title VI Complaint Form;
• List of transit - related Title VI investigations, complaints, and lawsuits;
• Public Participation Plan, including information about outreach methods to engage minority and
limited English proficient populations (LEP), as well as a summary of outreach effort made since
the last Title VI Program submission;
• Language Assistance Plan for providing language assistance to persons with limited English
proficiency (LEP), based on the DOT LEP Guidance;
• A table depicting the membership of non- elected committees and councils, the membership of
which is selected by the recipient, broken down by race, and a description of the process the
agency uses to encourage the participation of minorities on such committees;
• A Title VI equity analysis if the recipient has constructed a facility, such as a vehicle storage facility,
maintenance facility, operation center, etc.;
• A copy of the board meeting minutes, resolution, or other appropriate documentation showing the
board of directors or appropriate governing entity or official(s) responsible for policy decisions
reviewed and approved the Title VI Program. The approval must occur prior to submission to the
STATE.
• Additional information as specified in chapters IV, V, and VI, of the FTA C 4702.1 B.
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EXHIBIT D
SECTION 5310 - Operating Assistance /Mobility Management
SPECIAL TERMS AND CONDITIONS
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Agreement Discrepancy. Should there be a discrepancy between the application and /or the State
Management Plan and this Agreement, the Agreement shall govern.
2. Private for profit. The CONTRACTOR assures and certifies that private for profit transit operators have
been afforded a fair and timely opportunity to participate to the maximum extent feasible in the planning
and provision of the proposed transportation services.
3. Complementary Paratransit Service. The CONTRACTOR, providing complementary paratransit
service, certifies that they have submitted to the STATE an initial plan for compliance with the
complementary paratransit service provision by January 26, 1992, as required by 49 CFR Part 37, and
have provided the STATE annual updates to its plan each year, as required by 49 CFR Part 37,
Section 139[j].
4. Civil Rights Reportinq Requirements. Upon request by the STATE, the CONTRACTOR must submit
the following reports:
A. DBE Awards /Commitment Form and Actual Payment Form.
B. Title VI Program Update — Due every 3 years.
5. Bi- Annual and Annual Reporting. The CONTRACTOR shall submit a bi- annual report of its progress
on the mobility management PROJECT; and /or an annual report of progress made for Operating
Assistance PROJECT within thirty (30) calendar days after the close of each federal reporting period.
The federal reporting periods for mobility management PROJECTS are October 1 through March 31
and April 1 through September 30. The federal reporting period for Operating Assistance PROJECTS
is October 1 through September 30. Bi- annual Reports are due no later than April 30 for the first half
and October 30 for the second half. Annual reports are due no later than October 30. The report shall
contain information requested by the STATE to indicate the extent to which the CONTRACTOR is
carrying out the PROJECT in accordance with the terms of this contract. Failure to meet these
requirements shall be considered grounds for PROJECT Termination as described in Exhibit C of this
agreement.
6. Disadvantaged Business Enterprise Reporting — CONTRACTOR shall report their DBE participation in
their Other Equipment procurement opportunities using the STATE'S DBE Award /Commitments bi-
annually and Actual Payments forms to be provided by the STATE at the time of submittal of the final
request for reimbursement. Additional DBE requirements are provided at Exhibit C.
7. Final Reporting. The CONTRACTOR shall submit a final project report documenting how program
performance measures have been met by this project for the target group as referenced in the
CONTRACTOR'S application.
8. Drug and Alcohol Testing The CONTRACTOR and /or Subcontractor understand that they are not
subject to FTA's Drug and Alcohol testing rules, but must comply with the Federal Motor Carrier Safety
Administration (FMCSA) rule for employees who hold Commercial Driver's Licenses (CDLs)(49 CFR
part 382).
9. The CONTRACTOR agrees to the comply with applicable transit employee protective requirements as
follows:
A. Transit Employee Protective Requirements for PROJECTs Authorized by 49 U.S.C. � 5316 or
5317 in Nonurbanized Areas - If the contract involves transit operations financed in whole or in
Rev. 07/10/12
�9
Standard Agreement DOT -213
EXHIBIT D
City of Petaluma - Petaluma Transit
64AM 16 -00051
Page 29 of 29
part with Federal assistance authorized by 49 U.S.C. § 5316 or 5317, the CONTRACTOR agrees
to comply with the terms and conditions of the Special Warranty for the Nonurbanized Area
Program agreed to by the U.S. Secretaries of Transportation and Labor, dated May 31, 1979,
and the procedures implemented by U.S. DOL or any revision thereto.
B. The CONTRACTOR also agrees to include that any applicable requirements in each subcontract
involving transit operations financed in whole or in part with Federal assistance provided by FTA.
10. Purchase Order. Upon approval by the STATE of a procurement award, the CONTRACTOR (or
procurement agent acting on its behalf) may issue a purchase order for the PROJECT equipment.
Each purchase order shall:
A. Be consistent with the approved bid award;
B. Designate that the CONTRACTOR is to be the sole registered owner of any vehicle(s) acquired;
C. Include a reference to the STATE's contract number assigned this Agreement.
11. Liability Insurance. In addition to Exhibit C, Section 52, under Insurance, the following provisions will
also apply:
A. The CONTRACTOR is responsible for any deductible or self- insured retention contained within
the insurance program.
B. Coverage must be in force for the complete term of this Agreement. If insurance expires during
the term of the Agreement, a new certificate must be received by the STATE at least ten (10)
days after the expiration of this insurance. This new insurance must still meet the terms of this
Agreement.
C. In the event CONTRACTOR fails to keep in effect at all times the specified insurance coverage,
the STATE may, in addition to any other remedies it may have, terminate this Agreement upon
the occurrence of such event, subject to the provisions of the Agreement.
D. Any insurance required to be carried shall be primary, and not excess, to any other insurance
carried by the STATE.
1. Commercial General Liability
a. The limits of liability shall be at least:
i. $2,000,000 for each occurrence (combined single limit for bodily injury and property
damage).
ii. $2,000,000 aggregate for products - completed operations
iii. $4,000,000 general aggregate. This general aggregate limit shall apply separately to
the CONTRACTOR's work under this Agreement.
iv. $15,000,000 umbrella or excess liability. For projects over $25,000,000 only, an
additional $10,000,000 umbrella or excess liability (for a total of $25,000,000).
Umbrella or excess policy shall include products liability completed operations
coverage and may be subject to, $15,000,000 or $25,000,000 aggregate limits.
Further, the umbrella or excess policy shall contain a clause stating that it takes
effect (drops down) in the event the primary limits are impaired or exhausted.
b. The STATE, including their officers, directors, agents, and employees, shall be named as
additional insured under the Commercial General Liability policy with respect to liability
arising out of or connected with work or operations performed by or on behalf of
CONTRACTOR under this Agreement.
c. The policy shall stipulate that the insurance afforded the additional insured shall apply as
primary insurance. Any other insurance or self- insurance maintained by the STATE will
be excess only and shall not be called upon to contribute with this insurance.
12. Loss or Damage to PROJECT Equipment. The CONTRACTOR shall notify the STATE within ten (10)
working days of any loss or damage to PROJECT equipment, including, but not limited to loss by
accident, fire, vandalism, or theft.
Rev. 09/17/15