Federal Transit Administration Master Agreement (FTA MA-5, October 1, 1998)

UNITED STATES OF AMERICA
DEPARTMENT OF TRANSPORTATION
FEDERAL TRANSIT ADMINISTRATION

UNITED STATES DEPARTMENT OF TRANSPORTATION

FEDERAL TRANSIT ADMINISTRATION

MASTER AGREEMENT

This Master Agreement contains standard terms and conditions governing the administration of a Project supported with Federal assistance awarded by the Federal Transit Administration (FTA) through a Grant Agreement or Cooperative Agreement with the Recipient, or supported through a loan, loan guarantee, or line of credit provided by FTA. This Master Agreement applies to Federal assistance authorized by Federal transit laws codified at 49 U.S.C. §§ 5301 et seq.; or Title 23, United States Code (Highways); or the Transportation Equity Act for the 21st Century, Pub. L. 105-178, June 9, 1998, 23 U.S.C. § 101 note, as amended by the TEA-21 Restoration Act, Pub. L., 105-206, July 22, 1998, 23 U.S.C. § 101 note, and other further amendments (TEA-21), or other Federal enabling laws administered by FTA.

FTA and the Recipient understand and agree that not every requirement within this Master Agreement will apply to every Recipient or every Project for which FTA provides financial assistance through a Grant Agreement or Cooperative Agreement. The nature of the Project and the section of the statute authorizing financial assistance for the Project will determine which requirements of this Master Agreement apply. Any violation of a requirement within this Master Agreement applicable to the Recipient or its Project may result in penalties to the violating party; requirements that do not apply will not be enforced.

Thus, in consideration of the mutual covenants, promises, and representations herein, FTA and the Recipient agree as follows:

Section 1. Definitions.

a. Application means the signed and dated request for Federal financial assistance, including any amendment thereto, with all explanatory, supporting, and supplementary documents filed with and accepted or approved by the FTA by or on behalf of the Recipient.

b. Approval, Authorization, Concurrence, Waiver means a conscious written statement (whether transmitted by paper or electronically) by an authorized official of the Federal Government granting permission to the Recipient to perform or omit an action required pursuant to the Grant Agreement or Cooperative Agreement, which action may not be performed or omitted without such permission. Unless clearly stated otherwise, an approval, authorization, concurrence, or waiver permitting the performance or omission of a specific action does not constitute permission to perform or omit other similar actions. Oral permission or interpretations have no legal force or effect.

c. Approved Project Budget means the most recent statement, approved by the FTA, of the costs of the Project, the maximum amount of Federal assistance for which the Recipient is currently eligible, the specific tasks (including specified contingencies) covered, and the estimated cost of each task. As used in the "Approved Project Budget," terms of "Scopes" and "Scope Level Codes" mean category and category codes respectively. Absent information to the contrary, while "Scopes" and "Scope Level Codes" generally indicate the type of activities encompassed by the Project, the data (for example, quantities and time periods for operating assistance) listed under "Scopes" and "Scope Level Codes" are not intended to be treated as prima facie evidence of the precise limits or boundaries of a Project. Consequently, the data listed under "Scopes" and "Scope Level Codes" will not always constitute the precise legal parameters of the scope of the Project. FTA reserves the right to consider other information in determining the "Scope of the Project" when that term is used for legal purposes.

d. Cooperative Agreement means the instrument by which FTA awards Federal assistance to a specific Recipient to support a particular Project, and in which FTA takes an active role or retains substantial control, in accordance with 31 U.S.C. § 6305. The Cooperative Agreement consists of the FTA Award establishing the specific parameters of the Project, an Execution statement signed by the Recipient, and may include Special Conditions or Special Requirements; in addition, this Master Agreement is incorporated by reference and made part of the Cooperative Agreement.

e. Federal Government means the United States of America and any executive department or agency thereof.

f. Federal Transit Administration is the current designation for the former Urban Mass Transportation Administration. Any reference in any law, map, regulation, document, paper, or other record of the United States to the Urban Mass Transportation Administration shall be deemed a reference to the Federal Transit Administration.

g. Federal Transit Administrator is the designation for the former Urban Mass Transportation Administrator. Any reference in any law, map, regulation, document, paper, or other record of the United States to the Urban Mass Transportation Administrator shall be deemed a reference to the Federal Transit Administrator.

h. FTA is the acronym for the Federal Transit Administration, one of the operating administrations of the U.S. Department of Transportation (U.S. DOT). FTA replaces the acronym UMTA.

i. FTA Directive includes any FTA circular, notice, order, or guidance providing information about FTA's programs, application processing procedures, and Project management guidelines, and other similar matters. In addition to FTA directives, certain U.S. DOT directives also apply to the Project.

j. Grant Agreement means the instrument by which FTA awards Federal assistance to a specific Recipient to support a particular Project, and in which FTA does not take an active role or retain substantial control, in accordance with 31 U.S.C. § 6304. The Grant Agreement consists of the FTA Award establishing the specific parameters of the Project, an Execution section signed by the Recipient, and may include Special Conditions or Special Requirements; in addition, this Master Agreement is incorporated by reference and made part of the Grant Agreement.

k. Local Government includes a public transit authority as well as a county, municipality, city, town, township, special district, council of governments (whether or not incorporated as a private nonprofit organization under state law), regional or interstate government entity, or any agency or instrumentality thereof.

l. Project means the activity or activities (task or tasks), listed in Project Description, the Approved Project Budget, and any modifications stated in the Conditions to the Grant Agreement or Cooperative Agreement applicable to the Project. For the urbanized area formula program, for the elderly and persons with disabilities formula program, and for the nonurbanized area formula program, at 49 U.S.C. §§ 5307, 5310, and 5311, respectively, the term "Project" encompasses both "Program" and "each Project within the Program," as the context may require, to effectuate the requirements of the Grant Agreement or Cooperative Agreement. FTA reserves the right to treat information other than data listed under "Scopes" and "Scope Level Codes" of the "Approved Project Budget" in determining what constitutes the Scope of the Project. For FTA funding in the form of a loan, loan guarantee, or line of credit awarded under the Transportation Infrastructure Finance and Innovation Act of 1998, as amended, 23 U.S.C. § 181 et seq., the "Project" means the transportation activities financed by that loan, loan guarantee, or line of credit support.

m. Recipient means any entity that receives Federal assistance directly from FTA to accomplish the Project. The term "Recipient" includes each FTA "Grantee" as well as each FTA Recipient of a Cooperative Agreement. Except as FTA permits otherwise, the Recipient is the entire legal entity even though only a single organization within that entity is designated as the Recipient in the Grant Agreement or Cooperative Agreement.

n. Secretary means the U.S. DOT Secretary, including his or her duly authorized designee.

o. Subagreement means an agreement by which a Recipient awards financial assistance derived from FTA to the subrecipient as defined in Subsection 1.p of this Master Agreement below. The term "subagreement" also includes the term "subgrant," but does not include "third party contract" or "third party subcontract."

p. Subrecipient means any entity that receives Federal assistance awarded by an FTA Recipient, rather than FTA directly. The term "subrecipient" also includes the term "subgrantee," but does not include "third party contractor" or "third party subcontractor."

q. Third Party Contract means a contract or purchase order awarded by the Recipient or subrecipient to a vendor or contractor, financed in whole or in part with Federal assistance awarded by FTA.

r. Third Party Subcontract means a subcontract at any tier entered into by the third party contractor or third party subcontractor, financed in whole or in part with Federal assistance originally derived from FTA.

s. Transit means transportation by a conveyance, either publicly or privately owned, that provides regular and continuing general or special public transportation to the public, but does not include school bus, charter, or sightseeing transportation. The term "transit" also includes "mass transportation" and "public transportation."

t. U.S. DOT is the acronym for the United States Department of Transportation, including its operating administrations.

Section 2. Project Implementation.

a. General Requirements. The Recipient agrees to carry out the Project as follows:

    (1) Project Description. The "Project Description" in the FTA Award section of the Grant Agreement or Cooperative Agreement describes the Project or Projects to be funded by that Grant Agreement or Cooperative Agreement.

    (2) Effective Date. The effective date of the Grant Agreement or Cooperative Agreement is the Obligation Date on which the FTA's Authorized Official signs the FTA Award in the Grant Agreement or Cooperative Agreement. The effective date of any Amendment is the Obligation Date on which the FTA's Authorized Official signs the FTA Award for that Amendment. The Recipient agrees to begin the Project work in a timely manner after receiving FTA Project approval.

    (3) Recipient's Capacity. The Recipient agrees to maintain or acquire sufficient legal, financial, technical, and managerial capacity to plan, manage, and complete the Project, and provide for the use of Project facilities and equipment, to comply with the terms of the Grant Agreement or Cooperative Agreement, the Approved Project Budget, the Project schedules, the Recipient's annual certifications and assurances to FTA, and all applicable Federal laws, executive orders, regulations, directives, and published policies governing this Project.

    (4) Completion Dates. The Recipient agrees to complete the Project in a timely manner. Nevertheless, except in the case of full funding grant agreements or as otherwise specified, milestone dates and other project completion dates for the project (either electronically or on paper) are to be treated as good faith estimates rather than precise and firm legal obligations.

b. U.S. DOT Administrative Requirements. The Recipient acknowledges that Federal administrative requirements differ based on the type of entity receiving Federal assistance:

    (1) A Recipient that is a state, local or Indian tribal government agrees to comply with U.S. DOT regulations, "Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments," 49 C.F.R. Part 18.

    (2) A Recipient that is an institution of higher education or a nonprofit organization agrees to comply with U.S. DOT regulations, "Uniform Administrative Requirements for Grants and Agreements with Institutions of Higher Education, Hospitals, and Other Non-profit Organizations," 49 C.F.R. Part 19.

    (3) A Recipient that is a private for-profit organization agrees to comply with the "Uniform Administrative Requirements for Grants and Agreements with Institutions of Higher Education, Hospitals, and Other Non-profit Organizations," 49 C.F.R. Part 19.

c. Application of Federal, State, and Local Laws and Regulations.

    (1) Federal Laws and Regulations. The Federal law or laws authorizing Project approval identified in the FTA Award section of the Grant Agreement or Cooperative Agreement control Project implementation. The Recipient acknowledges that Federal laws, regulations, policies, and related administrative practices applicable to the Project on the date the authorized FTA official signs the Grant Agreement or Cooperative Agreement may be modified from time to time. The Recipient agrees that the most recent of such Federal requirements will govern the administration of the Project at any particular time, except if FTA issues a written determination otherwise. Such written determination might take the form of a Special Condition or Requirement within the Grant Agreement or Cooperative Agreement or a letter signed by the Federal Transit Administrator, the language of which modifies or otherwise conditions the text of a particular provision of this Master Agreement. In particular, new Federal laws, regulations, policies, and administrative practices may be promulgated after the date when the Recipient executes the Grant Agreement or Cooperative Agreement, and may, by their terms, apply to that Grant Agreement or Cooperative Agreement. To accommodate changing Federal requirements, the Recipient agrees to include notice in each agreement with each subrecipient and with each third party contractor under the Project that Federal requirements may change and the changed requirements will apply to the project as required, unless the Federal Government determines otherwise. All standards or limits within this Master Agreement are minimum requirements, unless modified by FTA. The Master Agreement has no expiration date and remains in effect even if certain provisions are modified or superseded by subsequent Federal requirements.

    (2) State or Territorial Law and Local Law. Except to the extent that a Federal statute or regulation preempts state or territorial law, nothing in the Grant Agreement or Cooperative Agreement shall require the Recipient to observe or enforce compliance with any provision thereof, perform any other act, or do any other thing in contravention of any state, territorial law or local law; therefore, if any of the provisions of the Grant Agreement or Cooperative Agreement or this Master Agreement violate any state, territorial, or local law, or if compliance with the provisions of the Grant Agreement or Cooperative Agreement or this Master Agreement would require the Recipient to violate any state, territorial, or local law, the Recipient agrees to notify FTA immediately in writing to permit FTA and the Recipient to make appropriate and arrangements to proceed with or, if necessary, terminate the Project as quickly as possible.

d. Recipient's Primary Responsibility to Comply with Federal Requirements. Irrespective of participation of other parties in the Project, the Recipient continues to remain responsible to FTA for compliance with all Federal requirements imposed by Federal statute, regulations, executive orders, directives, published policies, this Master Agreement, and the Grant Agreement or Cooperative Agreement for the Project.

    (1) Significant Participation by a Third Party Contractor. Although the Recipient may enter into a third party contract in which the third party contractor agrees to provide property or services in support of the project, or even carry out Project activities normally performed by the Recipient (such as in a turnkey contract), the Recipient continues to remain responsible to FTA for compliance.

    (2)  Significant Participation by a Subrecipient. Although the Recipient may delegate any or almost all project responsibilities to one or more subrecipients, the Recipient continues to remain responsible to FTA for compliance.

    (3) Exceptions. The Recipient, however, is relieved of compliance with Federal responsibilities in the following two circumstances:

        (a) when the Designated Recipient of urbanized area formula funds authorized for 49 U.S.C. § 5307 has entered into a Supplemental Agreement with FTA and a grantee covering the Project, the Designated Recipient is not responsible to FTA for compliance with Federal requirements in connection with the Project, or

        (b) when the Federal Government, through appropriate official action, relieves the Recipient of a portion of or all responsibility to the Federal Government.

e. Recipient's Responsibility to Extend Federal Requirements to Other Entities.

    (1) Entities Affected. Only signatories to the Grant Agreement or Cooperative Agreement for the Project are parties to that agreement. To achieve compliance with certain Federal laws, regulations, or directives, however, other Project participants, such as subrecipients and third party contractors, will necessarily be affected. Accordingly, the Recipient agrees to take appropriate measures necessary to ensure all Project participants comply with applicable Federal requirements affecting their performance.

    (2) Documents Affected. The extent to which a specific Federal requirement affects a Project participant is determined by the provisions of the Federal statutes, regulations, and directives establishing that Federal requirement, as well as the provisions of 49 C.F.R. Part 18 or 49 C.F.R. Part 19. Accordingly, the Recipient agrees to include provisions adequate to ensure that Project participants comply with applicable Federal requirements, and require their third party contractors and subrecipients to include in each lower tier subcontract and subagreement financed in whole or in part with financial assistance provided by FTA under the Grant Agreement or Cooperative Agreement adequate provisions imposing applicable Federal requirements. Below are additional requirements:

        (a) Third Party Contracts. Because Project activities performed by a third party contractor must be carried out in accordance with Federal requirements, the Recipient agrees to include appropriate clauses in each third party contract stating the third party contractor's responsibilities under Federal law, regulation, or directive, including any necessary provisions requiring the third party contractor to extend applicable requirements to its subcontractors to the lowest tier necessary. When the third party contract requires the third party contractor to undertake primary responsibilities for the Project usually performed by the Recipient directly, the requirements applicable to the Recipient imposed by this Master Agreement and the Grant Agreement or Cooperative Agreement for the Project must be included in that third party contract and extended throughout each tier to the extent appropriate. Additional guidance on to third party contracting is contained in the FTA Best Practices Procurement Manual. Be aware, however, that the FTA Best Practices Procurement Manual focuses mainly on the procurement process and may omit certain Federal requirements applicable to the work to be performed.

        (b) Subagreements. Because Project activities performed by a subrecipient must be carried out in accordance with Federal requirements, the Recipient agrees to include appropriate clauses in each subagreement stating the subrecipient's responsibilities under Federal law, regulation, or directive, including any necessary provisions requiring the subrecipient to impose applicable Federal requirements on entities to the lowest tier necessary. When the subagreement requires the subrecipient to undertake primary responsibilities for the Project usually performed by the Recipient directly, the requirements applicable to the Recipient imposed by this Master Agreement and the Grant Agreement or Cooperative Agreement for the Project must be included in that subagreement and extended throughout each tier to the extent appropriate.

f. No Federal Government Obligations to Third Parties. The Recipient agrees that, absent the Federal Government's express written consent, the Federal Government shall not be subject to any obligations or liabilities to any subrecipient, any third party contractor, or any other person not a party to the Grant Agreement or Cooperative Agreement in connection with the performance of the Project. Notwithstanding any concurrence provided by the Federal Government in or approval of any solicitation, subagreement, or third party contract, the Federal Government continues to have no obligations or liabilities to any party, including the subrecipient and third party contractor.

g. Changed Conditions of Performance (Including Litigation). The Recipient agrees to notify FTA immediately of any change in local law, conditions (such as its legal, financial, or technical capacity), or any other event that may significantly affect the Recipient's ability to perform the Project in accordance with the terms of the Grant Agreement or Cooperative Agreement. In addition, the Recipient agrees to notify FTA immediately of any decision pertaining to the Recipient's conduct of litigation that may affect the Federal Government's interests in the Project or the Federal Government's administration or enforcement of Federal laws or regulations. Before the Recipient may name the Federal Government as a party to litigation for any reason, in any forum, the Recipient agrees to inform FTA.

Section 3.Ethics.

a. Code of Ethics. The Recipient agrees to maintain a written code or standards of conduct that shall govern the performance of its officers, employees, board members, or agents engaged in the award or administration of third party contracts or subagreements supported by Federal assistance. The code or standards shall provide that the Recipient's officers, employees, board members, or agents may neither solicit nor accept gratuities, favors, or anything of monetary value from any present or potential contractor or subrecipient. The Recipient may set minimum rules where the financial interest is not substantial, or the gift is an unsolicited item of nominal intrinsic value. This code or standards shall also prohibit the Recipient's officers, employees, board members, or agents from using their positions for a purpose that constitutes or presents the appearance of personal or organizational conflict of interest or personal gain. As permitted by state or local law or regulations, the code or standards shall include penalties, sanctions, or other disciplinary actions for violations by the Recipient's officers, employees, board members, or their agents, or by contractors or subrecipients or their agents.

    (1) Personal Conflicts of Interest. The Recipient's code or standards of conduct shall prohibit the Recipient's employees, officers, board members, or agents from participating in the selection, award, or administration of a third party contract or subagreement supported by Federal funds if a real or apparent conflict of interest would be involved. Such a conflict would arise when any of the following parties has a financial or other interest in the entity selected for award: (a) an employee, officer, board member, or agent; (b) any member of his or her immediate family; (c) his or her partner; or (d) an organization that employs, or intends to employ, any of the above.

    (2) Organizational Conflicts of Interest. The Recipient's code or standards of conduct must include procedures for identifying and preventing real and apparent organizational conflicts of interest. An organizational conflict of interest exists when the nature of the work to be performed under a proposed third party contract or subagreement may, without some restrictions on future activities, result in an unfair competitive advantage to the third party contractor or subrecipient or impair its objectivity in performing the contract work.

b. Debarment and Suspension. The Recipient agrees to comply with the requirements of Executive Orders Nos. 12549 and 12689, "Debarment and Suspension," 31 U.S.C. § 6101 note, and U.S. DOT regulations on Debarment and Suspension at 49 C.F.R. Part 29.

c. Bonus or Commission. The Recipient affirms that it has not paid, and agrees not to pay, any bonus or commission to obtain approval of its Federal assistance application for the Project.

d. Lobbying Restrictions. The Recipient agrees to:

    (1) Refrain from using Federal assistance funds to support lobbying, and

    (2) Comply with applicable requirements of U.S. DOT regulations, "New Restrictions on Lobbying," 49 C.F.R. Part 20, modified as necessary by 31 U.S.C. § 1352.

e. Employee Political Activity. To the extent applicable, the Recipient agrees to comply with the provisions of the Hatch Act, 5 U.S.C. §§ 1501 through 1508, and 7324 through 7326, and Office of Personnel Management regulations, "Political Activity of State or Local Officers or Employees," 5 C.F.R. Part 151. The Hatch Act limits the political activities of state and local agencies and their officers and employees, whose principal employment activities are financed in whole or part with Federal funds including a Federal loan, grant, or cooperative agreement. The Hatch Act, however, does not apply to a nonsupervisory employee of a transit system (or of any other agency or entity performing related functions) receiving FTA assistance to whom the Hatch Act does not otherwise apply.

f.  False or Fraudulent Statements or Claims. The Recipient acknowledges and agrees:

    (1) The Recipient acknowledges that the requirements of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. §§ 3801 et seq. and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 C.F.R. Part 31, apply to its actions pertaining to the Project. Accordingly, by signing the Grant Agreement or Cooperative Agreement, the Recipient certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, or it may make pertaining to the Project covered by the Grant Agreement or Cooperative Agreement. In addition to other penalties that may apply, the Recipient also acknowledges that if it makes a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986, as amended, on the Recipient to the extent the Federal Government deems appropriate.

    (2) The Recipient also acknowledges that if it makes a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government in connection with an urbanized area formula project financed with Federal assistance authorized by 49 U.S.C. § 5307, the Government reserves the right to impose on the Recipient the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307(n)(1), to the extent the Federal Government deems appropriate.

Section 4. Federal Financial Assistance.

The Recipient agrees that FTA will provide Federal financial assistance for the Project equal to the smallest of the following amounts: (a) the maximum amount permitted by Federal law and regulations, (b) the amount designated in the Grant Agreement or Cooperative Agreement as "Maximum FTA Amount Approved," or (c) the amount calculated in accordance with the "Maximum Percentage(s) of FTA Participation," and any applicable provisions in the Conditions of Award of the Grant Agreement or Cooperative Agreement. FTA's obligation to make Federal assistance payments is limited to the amounts listed in the Approved Project Budget. The basis upon which FTA determines the "Maximum FTA Amount Approved" is identified as the "Estimated Total Eligible Cost" set forth in the Grant Agreement or Cooperative Agreement.

a. "Net Project Cost". For any Project required by FTA or Federal law to be financed on the basis of its "Net Project Cost" defined by 49 U.S.C. § 5302(a)(8), FTA intends to provide Federal assistance to the Recipient for that portion of the Project that cannot reasonably be financed from the Recipient's revenues, i.e., "Net Project Cost" of the Project. Thus, the amount stated as the "Estimated Total Eligible Cost" will be the "Estimated Net Project Cost" and form the basis on which FTA will calculate the amount of Federal assistance to award for the Project.

b. Other Basis for FTA Participation. For any project not required by Federal law or FTA to be financed on the basis of its "Net Project Cost" as defined by 49 U.S.C. § 5302(a)(8), FTA intends to provide assistance to the Recipient in financing all or part of the cost of the Project. Thus, the amount stated as the "Estimated Total Eligible Cost" will form the basis on which FTA will calculate the amount of Federal assistance to award for the Project.

Section 5. Local Share.

If FTA requires the Recipient to provide a local share for the Project financed under the Grant Agreement or Cooperative Agreement, the Recipient agrees as follows:

a. Restrictions on the Source of Local Share. Except as permitted otherwise by Federal law, the Recipient agrees to provide sufficient funds or approved in-kind resources that, together with the Federal financial assistance awarded, will assure payment of the actual cost of each project covered by the Grant Agreement or Cooperative Agreement. The Recipient agrees that no local share funds provided will be derived from receipts from using the Project facilities or equipment; revenues of the transit system in which such facilities or equipment are used, or other Federal funds, except as permitted by law.

b. Duty to Obtain Local Share. Except as FTA otherwise approves, the Recipient agrees to complete all proceedings necessary to provide the local share of the Project costs at or before the time those funds are needed to meet Project expenses.

c. Calculation of Local Share. The Recipient agrees that the local share will be determined on a project-by-project basis for each project in the Grant Agreement or Cooperative Agreement.

d. Reduction of Local Share. Unless the Federal Government expressly approves otherwise in writing, the Recipient agrees that no refund or reduction of the local share may be made unless, at the same time, a refund of a proportional amount of the Federal financial assistance is made to the Federal Government.

Section 6. Approved Project Budget.

The Recipient agrees to prepare a project budget which, upon approval by FTA, is referred to as the Approved Project Budget. Any amendment awarding additional Federal financial assistance requires a new Approved Project Budget. The Approved Project Budget may also be revised as permitted by and in conformance with applicable Federal requirements. An amendment to the Approved Project Budget shall require the issuance of a formal amendment to the Grant Agreement or Cooperative Agreement, except that a re-allocation of funds among budget items or fiscal years that does not increase the total amount of the Federal financial assistance awarded may be made in accordance with applicable Federal regulations and directives. The Recipient agrees to incur obligations and make disbursements of Project funds only as authorized in the latest Approved Project Budget. The latest Approved Project Budget is incorporated herein by reference and made part the Grant Agreement or Cooperative Agreement for the Project.

Section 7. Accounting Records.

a. Project Accounts. The Recipient agrees to establish and maintain for the Project either a separate set of accounts, or separate accounts within the framework of an established accounting system that can be identified with the Project, in accordance with 49 C.F.R. § 18.20 or 49 C.F.R. § 19.21, whichever is applicable. The Recipient agrees that all checks, payrolls, invoices, contracts, vouchers, orders, or other accounting documents related in whole or in part to the Project shall be clearly identified, readily accessible and available to FTA upon its request, and, to the extent feasible, kept separate from documents not related to the Project.

b. Funds Received or Made Available for the Project. The Recipient agrees to record in the Project Account, and deposit in a financial institution, all Project payments it receives from the Federal Government in support of the Grant Agreement or Cooperative Agreement and all other funds provided for, accruing to, or otherwise received on account of the Project (project funds) in accordance with applicable provisions of 49 C.F.R. § 18.21 or 49 C.F.R. § 19.22. The Recipient is encouraged to use financial institutions owned at least 50 percent by minority group members.

c. Documentation of Project Costs and Program Income. All costs charged to the Project, including any approved services contributed by the Recipient or others, shall be supported by properly executed payrolls, time records, invoices, contracts, or vouchers describing in detail the nature and propriety of the charges. The Recipient also agrees to maintain accurate records of all program income derived from implementation of the Project; this requirement, however, does not apply to certain Recipient income determined by FTA to be exempt from the general program income requirements.

d. Checks, Orders, and Vouchers. The Recipient agrees to refrain from drawing checks, drafts, or orders for goods or services to be charged against the Project Account until the Recipient has received and filed in its records a properly signed voucher describing in proper detail the purpose for the expenditure.

Section 8. Reporting, Record Retention, and Access.

a. Reports. The Recipient agrees as follows:

    (1) General Requirements. The Recipient agrees to provide to FTA those reports required by U.S. DOT's administrative rules for grants and cooperative agreements and any other reports the Federal Government may require.

    (2) Format Requirements. All reports and other documents or information intended for public availability developed under the Project and required to be submitted to FTA must be prepared and submitted in electronic and/or paper forms in accordance with Section 43 of this Master Agreement and with other requirements that FTA may specify. FTA reserves the right to require records to be submitted in other forms.

b. Record Retention. The Recipient agrees that, during the course of the Project and for three years thereafter, it will maintain intact and readily accessible all data, documents, reports, records, contracts, and supporting materials relating to the Project as the Federal Government may require for the Project.

c. Access to Records of Recipients and Subrecipients. Upon request, the Recipient agrees to permit and require its Subrecipients to permit the Secretary of Transportation, the Comptroller General of the United States, and, if appropriate, the State, or their authorized representatives, to inspect all Project work, materials, payrolls, and other data, and to audit the books, records, and accounts of the Recipient and its Subrecipients pertaining to the Project.

d. Project Closeout. Project closeout does not alter these reporting and record retention requirements.

Section 9. Payments.

The Recipient agrees that it will not seek payment from FTA for Project costs until it has first executed the Grant Agreement or Cooperative Agreement for the Project.

a. Recipient's Request for Payment. FTA will respond to the Recipient's request for the Federal share payment of its allowable costs in accordance with the procedures described in this Section. To receive a Federal assistance payment, the Recipient must:

    (1) Have demonstrated or certified that it will provide adequate local funds, when combined with Federal payments, to cover all costs to be incurred for the Project. Unless the Federal Government has expressly permitted the Recipient to defer provision of the local share, a Recipient required by Federal statute or the Grant Agreement or Cooperative Agreement to provide a local share agrees to refrain from:

        (a) Requesting or obtaining Federal funds exceeding the amount justified by the local share previously provided, and

        (b) Taking any action that would cause the proportion of Federal funds made available to the Project at any time to exceed the percentage authorized by the Grant Agreement or Cooperative Agreement;

    (2) Have submitted to FTA all financial and progress reports required to date by this Master Agreement; and

    (3) Have identified the source(s) of financial assistance provided for the Project from which the payment is to be derived.

b. Payment by FTA. The Recipient agrees that FTA will make all payments through the Automated Clearing House (ACH) method of payment, regardless of the amount involved.

    (1) Electronic Clearing House Operation Payments. If payment is made through FTA’s Electronic Clearinghouse Operation (ECHO) by means of an ECHO Control Number, the Recipient agrees to comply with: FTA's ECHO requirements implementing U.S. Department of the Treasury Circular 1075, Part 205, "Withdrawal of Cash from the Treasury for Advances Under Federal Grants and Other Programs"; the ECHO System Operations Manual, "Guidelines for Disbursements" used for FTA projects, and the requirements of this Subsection 9.b(1). The Recipient also agrees that if it fails to comply with the following requirements of this Subsection 9.b(1), the Federal Government may revoke the unexpended portion of Federal assistance awarded for the Project.

        (a) The Recipient may draw down cash only when actually needed for immediate disbursement required for Project purposes. Unless provided otherwise by Federal law or regulation, the Recipient agrees to expend all Federal funds obtained under the Project for Project purposes no later than three (3) days after it receives those funds. If the Recipient fails to expend those Federal assistance funds within three (3) days of their receipt or return the funds to FTA within a reasonable period, or fails to establish procedures to minimize the time elapsing between cash advances and the disbursement, the Federal Government may revoke or temporarily suspend the Recipient's ECHO Control Number and the Recipient's access to the ECHO System. In addition to revocation or suspension of the Recipient's ECHO Control Number, a Recipient's failure to adhere to these requirements may result in other remedies or penalties authorized by Federal law or regulation.

        (b) The Recipient agrees to report its cash disbursements and balances in a timely manner in compliance with Federal requirements.

        (c) The Recipient agrees to provide for control and accountability for all project funds consistent with Federal requirements and procedures for use of the ECHO system.

        (d) The Recipient may not draw down funds for a project in an amount exceeding the sum obligated by the Federal Government or the current available balance for that Project.

        (e) The Recipient agrees to draw down funds only for eligible Project costs.

        (f) The Recipient agrees to refrain from drawing down Federal assistance until needed for disbursement.

        (g) The Recipient agrees to notify the appropriate Regional or Program Office when a single draw down will exceed $50 million.

        (h) The Recipient agrees to remit interest to the Federal Government on any Federal assistance prematurely drawn down, irrespective of whether that Federal assistance has been deposited in an interest-bearing account. The Recipient agrees that a debt for any premature draw down of Federal assistance funds does not qualify as a "claim" covered by the Debt Collection Act of 1982, as amended, 31 U.S.C. §§ 3701 through 3720, and that the interest provisions of this Subsection 9.b(1)(h) of this Master Agreement, rather than the interest provisions of the Debt Collection Act of 1982, as amended, will determine the amount of interest due on any debt for Federal assistance prematurely drawn down. The Recipient agrees that the amount of interest due depends on whether or not the Recipient is a state or state instrumentality.

            1. A Recipient that is also a state or state instrumentality agrees to remit interest to the Federal Government calculated as provided by U.S. Department of Treasury regulations, "Rules and Procedures for Funds Transfers," 31 C.F.R. Part 205 that implement section 5(b) of the Cash Management Improvement Act of 1990, as amended, 31 U.S.C. § 6503(b). Thus, a Recipient that also is a state or a state instrumentality agrees that interest on any debt it may incur for Federal assistance prematurely drawn down does not qualify for the interest exemption of the Debt Collection Act of 1982, as amended, 31 U.S.C. §§ 3701 and 3717.

            2. A Recipient that is not a state or state instrumentality agrees to remit prejudgment common law interest on the debt for Federal assistance prematurely drawn down, to the extent authorized by U.S. General Accounting Office (U.S. GAO)/U.S. Department of Justice (U.S. DOJ) regulations at 4 C.F.R. § 102.13(i)(2). A Recipient that also is either a local government or an instrumentality of a local government agrees that interest on any debt it may incur for Federal assistance prematurely drawn down does not qualify for the interest exemption for general local government in the Debt Collection Act of 1982, as amended, 31 U.S.C. §§ 3701 and 3717.

    (2) Requisition. If the requisition method of payment is used, the Recipient understands and agrees as follows:

        (a) Recipient Responsibilities. The Recipient agrees to:

            1. Complete and submit the "Payment Information Form - ECHO-ACH Payment System," Revised 10/92, to FTA's Accounting Division.

            2. Complete and submit Standard Form 270, "Request for Advance or Reimbursement," to the designated FTA office.

        (b) FTA Responsibilities. Upon receiving a request for payment and adequate supporting information, FTA will approve payment by direct deposit, if the Recipient is in compliance with the requirements of the Grant Agreement or Cooperative Agreement, has satisfied FTA that the Federal funds requested are needed in that requisition period, and is making adequate progress toward Project completion. After all these conditions are met, the Federal Government may reimburse the apparent allowable costs incurred (or to be incurred during the requisition period), not to exceed the maximum amount of Federal funds payable through the Federal fiscal year of that requisition, as set forth in the Approved Project Budget.

c. Costs Reimbursed. The Recipient understands and agrees that Project costs eligible for Federal participation must comply with all the following requirements:

    (1) Conform with the Project Description, the Approved Project Budget, and all other terms of the Grant Agreement or Cooperative Agreement;

    (2) Are necessary in order to accomplish the Project;

    (3) Are reasonable for the goods or services purchased;

    (4) Are actual net costs to the Recipient (i.e., the price paid minus any refunds, rebates, or other items of value received by the Recipient that have the effect of reducing the cost actually incurred, excluding program income);

    (5) Are incurred for work performed after the Obligation Date of the Grant Agreement or Cooperative Agreement, unless the Federal Government has provided specific authorization to the contrary.

    (6) Are satisfactorily documented;

    (7) Are treated consistently in accordance with accounting principles and procedures approved by the Federal Government for the Recipient, and with accounting principles and procedures approved by the Recipient for its contractors;

    (8) Are eligible under Federal law, regulation, or guidelines for Federal participation; and

    (9) Unless permitted otherwise by Federal statute or regulation, conform with provisions of the applicable OMB Circular or Federal regulation listed below:

        (a) For a Recipient that is a state, local, or Indian tribal government, the standards of OMB Circular A-87, Revised, "Cost Principles for State and Local Governments," apply;

        (b) For a Recipient that is an institution of higher education, the standards of OMB Circular A-21, Revised, "Cost Principles for Educational Institutions," apply;

        (c) For a Recipient that is a private nonprofit organization, the standards of OMB Circular A-122, Revised, "Cost Principles for Non-Profit Organizations" apply;

        (d) For a Recipient that is a for-profit organization, the standards of the Federal Acquisition Regulation, 48 C.F.R. Chapter I, Subpart 31.2, "Contracts with Commercial Organizations" apply.

d. Bond Interest and Other Financing Costs. To the extent permitted in writing by FTA, bond interest and other financing costs are allowable. The Recipient understands and agrees that FTA's participation in interest costs will be limited to an amount that does not exceed the most favorable financing terms reasonably available for the Project at the time of borrowing.

e. Excluded Costs. The Recipient understands and agrees as follows:

    (1) In determining the amount of Federal assistance FTA will provide, FTA will exclude:

        (a) Any Project costs incurred by the Recipient before the Obligation Date of the Grant Agreement or Cooperative Agreement or Amendment thereto, unless otherwise permitted by Federal law or regulation, or unless an authorized FTA official states in writing to the contrary;

        (b) Any costs incurred by the Recipient that are not included in the latest Approved Project Budget;

        (c) Any costs for goods or services received under a third party contract or other arrangement required to be, but has not been, concurred in or approved in writing by the Federal Government;

        (d) Any ordinary governmental or nonproject operating costs, consistent with the prohibitions of 49 U.S.C. § 5323(h)(1); and

        (e) Any costs ineligible for FTA participation as required by Federal law, regulation, or guidelines for Federal participation.

    (2) The Recipient agrees that reimbursement of any cost made by the Government does not constitute a final decision of the Federal Government about the whether that cost is eligible for reimbursement and does not constitute a waiver of any violation by the Recipient of the terms of the Grant Agreement or Cooperative Agreement. The Recipient acknowledges that the Federal Government will not make a final determination about the eligibility of any cost until an audit of the Project has been completed. If the Federal Government determines that the Recipient is not entitled to receive any part of the Federal funds requested, the Federal Government will notify the Recipient stating its reasons. Project closeout will not alter the Recipient's obligation to return any funds due to the Federal Government as a result of later refunds, corrections, or other transactions. Nor will Project closeout alter the Federal Government's right to disallow costs and recover funds on the basis of a later audit or other review. Unless prohibited by law, the Federal Government may recoup any Federal assistance funds to be made available for the Project as needed to satisfy any outstanding monetary claims that the Federal Government may have against the Recipient. Exceptions pertaining to disallowed costs are contained in FTA directives or in other written Federal guidance.

f. Federal Claims, Excess Payments, and Disallowed Costs (Including Interest).

    (1) Recipient's Obligation to Pay. Upon notice by the Federal Government to the Recipient of specific amounts due, the Recipient agrees to remit to the Federal Government promptly any amounts due for Federal claims based on funds the Recipient has recovered from third parties or elsewhere, excess payments, or disallowed costs, including any interest due.

    (2) Amount of Interest Due. The Recipient agrees that the amount of interest due depends on whether the Federal Government treats the principal portion of the debt as a Federal claim or as a debt owed to the Federal Government. Thus, Recipient agrees to pay interest calculated as follows:

        (a) Federal Claims against the Recipient. The Debt Collection Act of 1982, as amended, 31 U.S.C. §§ 3701 through 3720, exempts state governments and units of general local government from the obligation to pay interest on claims pursued by the Federal Government under that Act, 31 U.S.C. §§ 3701 and 3717. Interest on claims against other parties will be calculated in accordance with the interest provisions of U.S. GAO and U.S DOJ regulations, "Federal Claims Collection Standards," at 4 C.F.R. § 102.13.

        (b) Excess Payments. The Recipient agrees that a debt for any excess payment does not qualify as a "claim" for purposes of the Debt Collection Act of 1982, as amended, 31 U.S.C. §§ 3701 through 3720; thus the interest exemption for state governments and units of general local government provided by that Act will not apply to interest on the debt for excess payments. Accordingly, a Recipient that is also a state government or a unit of general local government agrees that interest on any debt for excess payments does not qualify for the interest exemption for state and local governments of 31 U.S.C. §§ 3701 and 3717. Thus, whether the Recipient is a state government, a unit of general local government, a public organization, a private nonprofit organization, an institution of higher education, an individual, or any other party, the Recipient agrees to pay common law prejudgment interest and related charges for excess payments made by the Federal Government, as permitted by 4 C.F.R. § 102.13(i)(2).

        (c) Disallowed Costs. The Recipient agrees that a debt for any disallowed cost does not qualify as a "claim" for purposes of the Debt Collection Act of 1982, as amended, 31 U.S.C. §§ 3701 through 3720; thus the interest exemption for state governments and units of general local government provided by that Act will not apply to interest on the debt for the disallowed cost. Accordingly, a Recipient that is also a state government or a unit of general local government agrees that interest on any debt for a disallowed cost does not qualify for the interest exemption for state and local governments of 31 U.S.C. §§ 3701 and 3717. Thus, whether the Recipient is a state government, a unit of general local government, a public organization, a private nonprofit organization, an institution of higher education, an individual, or any other party, the Recipient agrees to pay common law prejudgment interest and related charges for excess payments made by the Federal Government, as permitted by 4 C.F.R. § 102.13(i)(2).

g. De-obligation of Funds. The Recipient agrees that the Federal Government may de-obligate unexpended Federal funds before Project closeout.

Section 10. Project Completion, Audit, Settlement, and Closeout.

a. Project Completion. Within ninety (90) days of the Project completion date or termination by the Federal Government, the Recipient agrees to submit a final Financial Status Report (Standard Form 269A), a certification or summary of Project expenses, and third party audit reports, as applicable.

b. Audit of Recipients. The Recipient acknowledges and agrees as follows:

    (1) Audit Requirements. Each Recipient agrees to have performed the financial and compliance audits required by the Single Audit Amendments of 1996, 31 U.S.C. §§ 7501 et seq., in accordance with OMB Circular A-133, "Audits of States, Local Governments, and Non-Profit Organizations," and Department of Transportation A-133 Compliance Supplement, May, 1998, pp. 4-20-500-1 through 4-20.500-6, and any further revision or supplement thereto. In addition, the Recipient agrees to obtain any other audits required by the Federal Government. Project closeout will not alter the Recipient's audit responsibilities.

    (2) Audit Costs. Audit costs for Project administration and management are allowable to the extent authorized by OMB Circular A-87, Revised; OMB Circular A-21, Revised; or OMB Circular A-122, Revised.

c. Funds Due the Federal Government. The Recipient agrees to remit to the Federal Government any excess payments made to the Recipient, any costs disallowed by the Federal Government, and any amounts recovered by the Recipient from third parties, or from other sources, as well as interest required by Subsection 9.f(2)(b) of this Master Agreement.

d. Project Closeout. Project closeout occurs when FTA notifies the Recipient that FTA has closed out the Project, and then either forwards the final Federal assistance payment or acknowledges that the Recipient has remitted the proper refund. The Recipient agrees that Project closeout by FTA does not invalidate any continuing obligations imposed on the Recipient by the Grant Agreement or Cooperative Agreement or by the Federal Government's final notification or acknowledgment.

Section 11. Right of the Federal Government to Terminate.

Upon written notice, the Recipient agrees that the Federal Government may suspend or terminate all or part of the Federal financial assistance provided herein if the Recipient has violated the terms of the Grant Agreement or Cooperative Agreement, or if the Federal Government determines that the purposes of the statute under which the Project is authorized would not be adequately served by the continuation of Federal financial assistance for the Project. Any failure to make reasonable progress on the Project or other violation of the Grant Agreement or Cooperative Agreement that endangers substantial performance of the Project shall provide sufficient grounds for the Federal Government to terminate the Grant Agreement or Cooperative Agreement. Termination of any Federal financial assistance for the Project will not invalidate obligations properly incurred by the Recipient before the termination date, to the extent those obligations cannot be canceled. If, however, the Federal Government determines that the Recipient has willfully misused Federal assistance funds by failing to make adequate progress, failing to make reasonable and appropriate use of the Project real property, facilities, or equipment, or has failed to comply with the terms of the Grant Agreement or Cooperative Agreement, the Federal Government reserves the right to require the Recipient to refund the entire amount of Federal funds provided for the Project or any lesser amount as the Federal Government may determine. Expiration of any Project Time Period established for the Project does not, by itself, constitute an expiration or termination of the Grant Agreement or Cooperative Agreement.

Section 12. Civil Rights. The Recipient agrees to comply with all applicable civil rights statutes, and implementing regulations including, but not limited to the following:

a. Nondiscrimination in Federal Transit Programs. The Recipient agrees to comply with the provisions of 49 U.S.C. § 5332, which prohibits discrimination on the basis of race, color, creed, national origin, sex, or age, and prohibits discrimination in employment or business opportunity.

b. Nondiscrimination -- Title VI of the Civil Rights Act. The Recipient agrees to comply with, and assure compliance by each third party contractor at any tier and each subrecipient at any tier under the Project, with all requirements prohibiting discrimination on the basis of race, color, or national origin of Title VI of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000d, and U.S. DOT regulations, "Nondiscrimination in Federally-Assisted Programs of the Department of Transportation -- Effectuation of Title VI of the Civil Rights Act," 49 C.F.R. Part 21, and any implementing requirements FTA may issue.

c. Equal Employment Opportunity. The Recipient agrees to comply with, and assures the compliance of each third party contractor at any tier and each subrecipient at any tier, with all requirements of Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e, and 49 U.S.C. § 5332 and any implementing requirements FTA may issue. Those equal employment opportunity (EEO) requirements include, but are not limited to, the following:

    (1) General Requirements. The Recipient agrees as follows:

        (a) The Recipient agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, sex, disability, age, or national origin. The Recipient agrees to take affirmative action to ensure that applicants are employed and that employees are treated during employment, without regard to their race, color, creed, sex, disability, age, or national origin. Such action shall include, but not be limited to, employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Recipient also agrees to comply with any implementing requirements FTA may issue.

        (b) If the Recipient is required to submit and obtain Federal Government approval of its EEO program, that EEO program approved by the Federal Government is incorporated by reference and made part of the Grant Agreement or Cooperative Agreement. Failure by the Recipient to carry out the terms of that EEO program shall be treated as a violation of the Grant Agreement or Cooperative Agreement. Upon notification to the Recipient of its failure to carry out the approved EEO program, the Federal Government may impose such remedies as it considers appropriate, including termination of Federal financial assistance in accordance with Section 11 of this Master Agreement, or other measures that may affect the Recipient's eligibility to obtain future Federal financial assistance for transportation projects.

    (2) Equal Employment Opportunity Requirements for Construction Activities. With respect to construction activities, the Recipient agrees to comply with all applicable EEO requirements of U.S. Department of Labor (U.S. DOL) regulations, "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. § 2000(e), and any Federal statutes, executive orders, regulations, and Federal policies pertaining to construction undertaken as part of the Project.

d. Disadvantaged Business Enterprise. The Recipient agrees to take the following measures to facilitate participation by disadvantaged business enterprises (DBE) in the Project:

    (1) The Recipient agrees to comply with section 1101(b) of TEA-21, 23 U.S.C. § 101 note, current U.S. DOT regulations on DBE participation in U.S. DOT financial assistance programs, at 49 C.F.R. Part 23 or another Part if re-issued, and any requirements or guidance FTA may issue.

    (2) The Recipient agrees that it will not discriminate on the basis of race, color, national origin, or sex in the award and performance of any third party contract, or subagreement financed with Federal assistance derived from the U.S. DOT. The Recipient agrees to take all necessary and reasonable steps required by U.S. DOT regulations to ensure that eligible DBEs have the maximum feasible opportunity to participate in third party contracts financed with Federal assistance derived from the U.S. DOT. If the Recipient is required by the U.S. DOT regulations to have a DBE program, the DBE program approved by the U.S. DOT is incorporated by reference and made part of the Grant Agreement or Cooperative Agreement. Implementation of that DBE program is a legal obligation, and failure to carry out its terms shall be treated as a violation of the Grant Agreement or Master Agreement. Upon notifying the Recipient of any failure to implement its approved DBE program, the U.S. DOT may impose sanctions as provided for under its regulations and may, in appropriate cases, refer the matter to the U.S. DOJ for enforcement under 18 U.S.C. § 1001, and the Program Fraud Civil Remedies Act, 31 U.S.C. §§ 3801 et seq.

e. Nondiscrimination on the Basis of Sex. To the extent applicable, the Recipient agrees to comply with Title IX of the Education Amendments of 1972, as amended, 20 U.S.C. § 1681, 1683, and 1685 through 1687, which prohibit discrimination on the basis of sex, and any Federal requirements that may be promulgated.

f. Nondiscrimination on the Basis of Age. The Recipient agrees to comply with the applicable requirements of the Age Discrimination Act of 1975, as amended, 42 U.S.C. §§ 6101 through 6107, and implementing regulations, which prohibits discrimination on the basis of age.

g. Access Requirements for Persons with Disabilities. The Recipient agrees to comply with the requirements of 49 U.S.C. § 5301(d) which expresses the Federal policy that the elderly and persons with disabilities have the same right as other persons to use mass transportation service and facilities, and that special efforts shall be made in planning and designing those services and facilities to implement those policies. The Recipient also agrees to comply with all applicable requirements of section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794, which prohibits discrimination on the basis of handicaps, and with the Americans with Disabilities Act of 1990 (ADA), as amended, 42 U.S.C. §§ 12101 et seq., which requires the provision of accessible facilities and services, and with the following Federal regulations, including any amendments thereto:

    (1) U.S. DOT regulations, "Transportation Services for Individuals with Disabilities (ADA)," 49 C.F.R. Part 37;

    (2) U.S. DOT regulations, "Nondiscrimination on the Basis of Handicap in Programs and Activities Receiving or Benefiting from Federal Financial Assistance," 49 C.F.R. Part 27;

    (3) Joint U.S. Architectural and Transportation Barriers Compliance Board/U.S. DOT regulations, "Americans With Disabilities (ADA) Accessibility Specifications for Transportation Vehicles," 36 C.F.R. Part 1192 and 49 C.F.R. Part 38;

    (4) U.S. DOJ regulations, "Nondiscrimination on the Basis of Disability in State and Local Government Services," 28 C.F.R. Part 35;

    (5) U.S. DOJ regulations, "Nondiscrimination on the Basis of Disability by Public Accommodations and in Commercial Facilities," 28 C.F.R. Part 36;

    (6) U.S. GSA regulations, "Accommodations for the Physically Handicapped," 41 C.F.R. Subpart 101-19;

    (7) U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630;

    (8) U.S. Federal Communications Commission regulations, "Telecommunications Relay Services and Related Customer Premises Equipment for the Hearing and Speech Disabled," 47 C.F.R. Part 64, Subpart F; and

    (9) FTA regulations, "Transportation for Elderly and Handicapped Persons," 49 C.F.R. Part 609.

    (10) Any implementing requirements FTA may issue.

h. Confidentiality and Other Civil Rights Protections Relating to Drug or Alcohol Abuse or Alcoholism. The Recipient agrees to comply with the confidentiality and other civil rights provisions of the Drug Abuse Office and Treatment Act of 1972, Pub. L. 92-255, March 21, 1972, the Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, Pub. L. 91-616, Dec. 31, 1970, and the Public Health Service Act of 1912, 42 U.S.C. §§ 290dd-3 and 290ee-3, including any amendments to these acts.

i. Other Nondiscrimination Statutes. The Recipient agrees to comply with any other nondiscrimination statute(s) that may apply to the Project.

Section 13. Planning and Private Enterprise.

a. FTA Requirements. The Recipient agrees to implement each Project financed under the Grant Agreement or Cooperative Agreement in a manner consistent with the plans developed in compliance with applicable planning and private enterprise provisions of 49 U.S.C. §§ 5303 through 5306, and 5323(l), and joint Federal Highway Administration (FHWA)/FTA regulations, "Planning Assistance and Standards," 23 C.F.R. Part 450 and 49 C.F.R. Part 613.

b. Governmental and Private Nonprofit Providers of Nonemergency Transportation. In addition to the opportunities to participate in planning in Subsection 13.a, to the extent feasible, the Recipient agrees to comply with the requirements of 49 U.S.C. § 5323(k), which afford governmental agencies and nonprofit organizations that receive assistance for nonemergency transportation from Government sources (other than U.S. DOT) an opportunity to be included in the design, coordination, and planning of transportation services.

c. Infrastructure Investment. In implementing the Project, the Recipient agrees to consider the provisions of Executive Order No. 12803, "Infrastructure Privatization," 57 Fed. Reg. 19063, May 4, 1992; and Executive Order No. 12893, "Principles for Federal Infrastructure Investments," 59 Fed. Reg. 4233, January 26, 1994.

Section 14. Preference for United States Products and Services.

To the extent applicable, the Recipient agrees to comply with the following U.S. preference requirements:

a. Buy America. The Recipient agrees to comply with 49 U.S.C. § 5323(j), FTA regulations, "Buy America Requirements," 49 C.F.R. Part 661, and any implementing guidance FTA may issue.

b. Cargo Preference--Use of United States-Flag Vessels. The Recipient agrees to comply with U.S. Maritime Administration regulations, "Cargo Preference--U.S.-Flag Vessels," 46 C.F.R. Part 381, to the extent those regulations apply to the Project.

c. Fly America. The Recipient understands and agrees that the Federal Government will not participate in the costs of international air transportation of any persons involved in or property acquired for the Project unless that air transportation is provided by U.S.-flag air carriers to the extent service by these carriers is available, in accordance with the International Air Transportation Fair Competitive Practices Act of 1974, as amended, 49 U.S.C. § 40118, and with U.S. General Services Administration (U.S. GSA) regulations pertaining to the use of United States flag air carriers, 41 C.F.R. § 301-3.61(b), and any later regulations at 41 C.F.R. § 301-10.131 et seq.

Section 15. Procurement.

a. Federal Standards. The Recipient agrees to comply with applicable Procurement Standards of 49 C.F.R § 18.36 or 49 C.F.R. §§ 19.40 through 19.48 and Appendix A; and with supplementary regulations and directives, particularly FTA Circular 4220.1D, "Third Party Contracting Requirements" and any revision thereof. The FTA Best Practices Procurement Manual contains additional guidance.

b. Project Approval/Third Party Contract Approval. Unless stated otherwise in writing, FTA's approval of the Project does not constitute pre-approval of any non-competitive third party contract awards associated therewith.

c. FTA Technical Review. If determined necessary for proper Project administration, FTA reserves the right to review the Recipient's technical specifications and requirements.

d. Exclusionary or Discriminatory Specifications. Apart from inconsistent requirements imposed by Federal statute or regulations, the Recipient agrees that it will comply with the requirements of 49 U.S.C. § 5323(h)(2) by refraining from using any Federal assistance awarded by FTA to support procurements using exclusionary or discriminatory specifications.

e. Bus Seat Specifications. A State or local government recipient may use specifications conforming with the requirements of 49 U.S.C. § 5323(e) to acquire bus seats.

f. Use of Federal Supply Schedules. State, local, and certain nonprofit Recipients may use a Federal Supply Schedule in making third party acquisitions only to the extent permitted by U.S. GSA, U.S. DOT, or FTA regulations or guidance.

g. Preference for Recycled Products. To the extent practicable and economically feasible, the Recipient agrees to provide a competitive preference for products and services that conserve natural resources and protect the environment and are energy efficient. Examples of such products may include, but are not limited to, products described in U.S. Environmental Protection Agency (U.S. EPA) guidelines at 40 C.F.R. Parts 247-253, implementing section 6002 of the Resource Conservation and Recovery Act, as amended, 42 U.S.C. § 6962.

h. Geographic Restrictions. The Recipient agrees to refrain from any using state or local geographic preferences, except those expressly mandated or encouraged by Federal statute, and as permitted by FTA, such as stated in Subsection 15.i of this Master Agreement below.

i. Architectural, Engineering, Design, or Related Services. When procuring architectural, engineering, or related services, the Recipient agrees to comply with the provisions of 49 U.S.C. § 5325(b), either by negotiating for those services in the same manner as a contract for architectural and engineering services is negotiated under title IX of the Federal Property and Administrative Services Act of 1949, as amended, 40 U.S.C. §§ 541 et seq., or by using an equivalent qualifications-based requirement of the state. Provided a sufficient number of qualified firms are eligible to compete for the third party contract, the contractor’s geographic location may be a selection criterion. When awarding contracts for architectural, engineering, or related services, the Recipient agrees to accept undisputed audits conducted by other governmental agencies, consistent with the provisions of 23 U.S.C. § 112(b)(2) (C) through (F). To the extent a state has adopted or adopts by law formal procedures for procuring architectural, engineering, or related services, this Subsection 15.i. of this Master Agreement becomes inapplicable.

j. Force Account. The Recipient agrees that FTA may determine the extent to which Federal assistance may be used to participate in force account costs.

k. Award to Other Than the Lowest Bidder. In accordance with 49 U.S.C. § 5325(c), a Recipient may award a third party contract to other than the lowest bidder in connection with a procurement, when such award furthers objectives consistent with the purposes of 49 U.S.C. chapter 53 and any implementing regulations, circulars, manuals, or other guidance FTA may issue.

l. Rolling Stock. In acquiring rolling stock, the Recipient agrees as follows:

    (1) Method of Acquisition. The Recipient may award a third party contract for rolling stock based on initial capital costs, performance, standardization, life cycle costs, and other factors, or based on a competitive procurement process, in accordance with 49 U.S.C. § 5326(c).

    (2) Pre-Award and Post-Delivery Requirements. The Recipient agrees to comply with the requirements of 49 U.S.C. § 5323(m) and FTA regulations, "Pre-Award and Post-Delivery Audits of Rolling Stock Purchases," 49 C.F.R. Part 663, and any revision thereto.

    (3) Bus Testing. To the extent applicable, the Recipient agrees to comply with the requirements of 49 U.S.C. § 5323(c) and FTA regulations, "Bus Testing, 49 C.F.R. Part 665, and any revision thereto.

m. Bonding. The Recipient agrees to comply with the following bonding requirements.

    (1