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HomeMy WebLinkAbout2020-002 SLO RTA (FY 20-21 5307)ITEM NUMBER: A-2 DATE: 03/10/20 ATTACHMENT: 1A SAN LUIS OBISPO REGIONAL TRANSIT AUTHORITY (RTA) SUBRECIPIENT AGREEMENTI AGREEMENT NUMBER AMENDMENT NUMBER (09/19/2019) 1. This Subrecipient Agreement is entered into between the San Luis Obispo Regional Transit Authority (RTA) and the Subrecipient named below: LEAD TRANSITAGENCY NAME: SAN LUIS OBISPO REGIONAL TRANSIT AUTHORITY (RTA) SUBRECIPIENTNAME: CITY OFATASCADERO 2. The term of this Agreement is: FROM: July 1, 2019 TO: June 30, 2020 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 - Project Summary and Scope of Work Exhibit B - Project Management and Payment Provisions Exhibit C - General Terms and Conditions Exhibit D - Special Terms and Conditions IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto. SUBRECIPIENT For SLORTA Use only SUBREOPIENT NAMEffotho then an lMmdwllsmte vAwd—a -W,, pv—dda,eta/ City of Atascadero SUBREOPIEMDUNSR 120959952 �\ BY (Au Slptp i ue lnk/ i DATE SIGNED PRINTEDNAME AND TRLE OF PERSON SIGNING Rachelle Rickard, City Manager ADDRESS 6500 Palma Avenue, Atascadero CA 93422 LEAD TRANSIT AGENCY AGENa NWE San Luis Obis o Re ' nal Transit Authority LEAD AGENa DUNS# 125137096 BY(Auftdnd-,.5-1n Bk', Ink) DATE SIGNED Geoff Straw, R / xecutive Director ADDRESS 17q rrnrq Street, Suite A. San Luis Obispo. CA 93401-7597 Agreement No. I FAIN # FTA Category Fund Program CA -2020--!4---J I FTA Sections 5307 OP FY2020 Operating Assistance Current Encumbrance $ Prior Encumbrance $ Total Encumbrance $ Project Name AgreementAmount FY 2020 Operating Assistance — City of Atascadero I $ // �' SIGNATURE OF GRAMS AND FINNANO: MANAGER (Au Wn,,d Sig—m k, Eke lnk) DATE SIGNED FY FY2020 1 SLIBRECIPIENT AGREEMENT EXHIBIT A PROJECT SUMMARY AND SCOPE OF WORK Funding Program: Section 5307 Project Type: Operating Assistance (OP) Hours when PROJECT shall operate: Start: 7:30 AM Days/Dates when PROJECTshall operate: Monday -Friday Location where Service shall be offered: City of Atascadero ITEM NUMBER: A-2 DATE: 03/10/20 ATTACHMENT: 1A Subrecipient Name: City of Atascadero Agreement No. End: 3:30 PM Detailed Description of Work. FTA Section 5307 Atascadero Operating Assistance FY 2019/20 from the Atascadero/EI Paso de Robles LIZA. Atascadero Transit operates demand response services through its Dial -A -Ride services. For the fiscal year ending June 30, 2020 (7/1/2019-6/30/2020), the City of Atascadero will claim the federal portion of its total transit costs for fiscal year FY 19/20 in an amount not -to -exceed $201,000. Details to this grant will be pinned in TrAMs. The funds for these projects are included in the San Luis Obispo Council of Governments (SLOCOG) 2019 Transportation Improvement Program (TIP) and was approved on September 15, 2018. The California Department of Transportation and the US Department of Transportation formally approved the TIP submitted on November 2, 2018 and December 15, 2018 respectively. Contract Projects: CFDA # (5 -digit) ALI Project Code Description Contract Schedules: Project Schedule: Project Start: July 1, 2019 Project End: June 30, 2020 Last Date to Amend Agreement: June 01, 2020 Final Invoice Due: Sept. 30, 2020 Federal Local Toll Total Fed Share $ Share $ Credits Cost Share SLO RTA Contact: Grants and Finance Manager Procurement Schedule: Bid Package/RTA Review Issue RFP/IFB Award Contract/PO Final Delivery/Install Contact Name Email Address Phone Number Melissa C. Mudgett mmudeett@slorta.ore (805) 781-4467 Local Share Y 2 ITEM NUMBER: A-2 DATE: 03/10/20 ATTACHMENT: 1A SUBRECIPIENT AGREEMENT Subrecipient Name: City of Atascadero Agreement No. EXHIBIT B PROJECT MANAGEMENT AND PAYMENT PROVISIONS 1. The San Luis Obispo Regional Transit Authority (hereafter called the RTA) is the lead transit agency authorized to evaluate and submit to the Federal Transit Administration (hereafter called FTA) grant requests from eligible program Subrecipient for eligible program purposes. The FTA receives its authority from Chapter 53 of Title 49 of the United States Codes (USC). The RTA participates in a number of federal programs, which are identified in 49 USC Chapter 53. A. FTA Section 5307 Urbanized Area formula Funding Program (5307 Program). The 5307 Program (49 U.S.C. 5307) makes federal resources available to urbanized areas and to governors for transit capital and operating assistance in urbanized areas and for transportation -related planning. The federal share is not to exceed 80 percent of the net project cost for capital expenditures. The federal share may be 90 percent for the cost of vehicle -related equipment attributable to compliance with the Americans with Disabilities Act and the Clean Air Act. The federal share may not exceed 50 percent of the net project cost of operating assistance. FTA Circular 9030.1E "Urbanized Area Formula Program: Program Guidance and Application Instructions", dated January 16, 2014 (5307 Circular). B. FTA Section 5339 Bus and Bus Facilities Program (5339 Program). The purpose of the 5339 Program is to fund to eligible agencies the purchase of capital bus and bus -related projects that support the continuation and expansion of public transportation services. FTA Circular 5100.1 "Bus and Bus Facilities Formula Program: Guidance and Application Instructions, dated May 18, 2015, (5339 Circular). 2. This Subrecipient Agreement is governed by numerous policies and guidance documents issued by the FTA, which is incorporated herein and shall include: A. FTA Circular 4220.1F, "Third -Party Contracting Guidance," November 1, 2008, (Third -Party Contracting Circular) and any later revision thereto. B. FTA Circular 4702.16 "Title VI Requirements and Guidelines for Federal Transit Administration Recipients", dated October 1, 2012, (Title VI Circular) and any later revision thereto. C. FTA Circular 5010.11), "Grant Management Requirements" dated November 1, 2008, and revised August 27, 2012, (Grant Management Circular) and any later revision thereto. D. FTA Project and Construction Management Guidelines, as updated July 2011, (Project and Construction Management Guidelines), an advisory handbook published by USDOT. E. Fiscal Year 2017 Annual List of Certifications and Assurances for FTA Grants and Cooperative Agreements, as published December 20, 2016. F. Veterans Employment as provided by 49 U.S.C. § 5325, U.S. Code Title 49 Contract Requirements for Veteran Preference for Capital Projects, as defined in section 2108 of title 5. 3. The SUBRECIPIENT has been designated by the RTA as eligible under 49 USC Chapter 53 Section 5307 and 5339. The SUBRECIPIENT is proposing transportation services (hereafter called the PROJECT) that are eligible for assistance under the applicable Section of 49 USC Chapter 53. 4. The SUBRECIPIENT agreement for Federal funding (under 49 USC Chapter 53) has been determined by the RTA as having met all the statutory and administrative requirements for PROJECT approval. The purpose SUBRECIPIENT AGREEMENT ITEM NUMBER: A-2 DATE: 03/10/20 ATTACHMENT: 1A Subrecipient Name: City ofAtascadero Agreement No. 5. The SUBRECIPIENT agrees to provide transportation services that meet the specific requirements and intent of the applicable Program described in 49 USC Chapter 53, which is providing the funding for this PROJECT. 6. The SUBRECIPIENT agrees to complete the defined PROJECT described, and all term and conditions of the Subrecipient Agreement. 7. Transportation services under this Subrecipient Agreement shall be provided for a minimum of 20 hours per week. 8. It is the parties' intention that grant funds will be available for timely expenditure, commencing with the fiscal year when this Subrecipient Agreement is executed. The SUBRECIPIENT's obligations under this Subrecipient Agreement shall remain in effect until the PROJECT is completed under the terms of this Subrecipient Agreement. Upon closeout of this Subrecipient Agreement, no further invoices shall be paid to SUBRECIPIENT. 9. Invoices maybe submitted no more frequently than once per month for the PROJECT. 10. The full PROJECT invoice, showing both Federal Share and Local Share, shall be submitted by SUBRECIPIENT to the RTA for review and approval prior to payment. The RTA shall verify PROJECT costs and payments made by the SUBRECIPIENT to ensure that funding shares are reported accurately for award of federal grants. 11. Invoices shall meet all the requirements of this Subrecipient Agreement, be itemized in a manner consistent with the budget for PROJECT found in the PROJECT description, and be submitted to the RTA. Appropriate backup documentation to support all PROJECT costs to be reimbursed shall be included. Appropriate Request for Reimbursement (RFR) documents may include, but are not limited to, purchase orders, signed invoices for materials, supplies and equipment, and for travel describing the purpose of travel as it pertains to the PROJECT, classifications of employees performing PROJECT work, hourly rates, and identification of work to be reimbursed for the payment period (if applicable), and contractor costs itemized similarly to those of the SUBRECIPIENT. SUBRECIPIENT certification that goods or services purchased have been received and accepted shall accompany the invoice. Proof of payment made to the vendor/contractor or a copy of the method of payment must be submitted by the SUBRECIPIENT. Proof of payment includes bank statements or cancelled checks showing check number and "Paid in Full" or SUBRECIPIENT accounting records showing the transaction. 12. The SUBRECIPIENT invoices and the vendor/contractor's invoices shall be consistent internally and with any purchase order applicable to the PROJECT 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. i3. Omly work performed o. soodS v. se, vices , eceived that Fall un u, between tI it: Ft:1 fUl 111di R-t� P", iud dates in this Subrecipient Agreement are eligible for reimbursement. Invoices shall show dates of work, services or receipt of goods. SUBRECIPIENT AGREEMENT ITEM NUMBER: A-2 DATE: 03/10/20 ATTACHMENT: 1A Subrecipient Name: City of Atascadero Agreement No. 14. Eligibility for reimbursement of costs for the PROJECT shall be determined as follows. A. For Public Agencies and Commercial Organizations, the net PROJECT cost and allowable individual items of PROJECT cost shall be determined in conformance with Code of Federal Regulations (CFR) 48, Federal Acquisition Regulations (FAR) Chapter 1 Part 31 "Contract Cost Principles and Procedures", 2 CFR Part 225 (formerly Office of Management and Budgets (OMB) Circular A-87) "Cost Principles for State, Local, and Indian Tribal Governments", FAR Chapter 1 Subpart 31.2, "Contracts with Commercial Organizations," and other applicable regulations, circulars, or memoranda that may be issued by FTA. 15. Direct and Indirect Costs. The SUBRECIPIENT shall comply with 2 CFR Part 225 or 2 CFR Part 230 (including the application of the de minimis rate per §200.414 Indirect (F&A) costs), as applicable, and certifies that all direct costs (and indirect costs, if permitted) 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). 16. Payment for services satisfactorily provided, work satisfactorily performed or goods received under this Subrecipient Agreement shall be made on a reimbursement basis and in arrears only for actual eligible costs. 17. Incomplete or disputed invoices shall be returned to SUBRECIPIENT, unpaid. Corrected invoices must be resubmitted to the RTA prior to the payment of the invoice or RFR. 18. Upon the RTA's review and acceptance of an undisputed invoice by the RTA, the RTA agrees to reimburse the SUBRECIPIENT for eligible costs. Reimbursement will be made at the rate of Federal Share percentage shown in Exhibit A, up to the total amount of Federal Share. 19. Final invoice shall be submitted to the RTA no later than sixty (60) days after the expiration of this Subrecipient Agreement. In no case, shall a final invoice be submitted after the date specified in Exhibit A. 20. The parties agree that only the following section(s) of Exhibit B that have a mark ("X") opposite to the transportation services category (hereafter called the PROJECT) shall apply to this Subrecipient Agreement. ITEM NUMBER: A-2 DATE: 03/10/20 ATTACHMENT: 1A SUBRECIPIENT AGREEMENT Subrecipient Name: City of Atascadero Agreement No. ® A. Assistance and Transit Capital in Urbanized Areas (5307) 1. Operating assistance costs eligible for reimbursement under this Agreement are costs directly related to system operations and may include fuel, oil, salaries and fringe benefits for drivers, dispatchers, maintenance employees, mechanics and administrative staff whose duties are directly related to this PROJECT, and licenses. 2. The SUBRECIPIENT's scope of work shall be as described in Exhibit A of this Subrecipient Agreement. 3. The SUBRECIPIENT's geographic area that will be served by the transportation program shall be as described in Exhibit A. 4. The SUBRECIPIENT agrees to operate the equipment funded and made available through the PROJECT within the service area as described in Exhibit A. 5. The SUBRECIPIENT shall use the PROJECT equipment at all times exclusively and inconformity with the Project Scope of Work in Exhibit A and the Project Description and Justification for Funding Request (Attached to this Agreement). 6. The PROJECT period for which transit operational expenses or transit capital costs are eligible for reimbursement under this Subrecipient Agreement is the Performance Period as specified in Exhibit A. 7. The RTA's obligation to compensate the SUBRECIPIENT under the terms of this Subrecipient Agreement shall terminate upon payment of SUBRECIPIENT's invoice(s) for the FTA allowable portions of PROJECT costs. Reimbursements will only be allowed after the execution of this Subrecipient Agreement and for the performance period of this Subrecipient Agreement as specified in Exhibit A. 8. The SUBRECIPIENT agrees to report in accordance with 49 U.S. Code 5325 regulations for "Veterans Employment for Federal Award Capital Projects". To the extent practicable, SUBRECIPIENT agrees to and shall assure its contactors: 1. Will give a hiring preference to veterans (as defined in 5 U.S.C. § 2108), who have the skills and abilities required to perform construction work required under a third party contract in connection with a capital project supported with funds made available or appropriated for 49 U.S.C. chapter 53, and 2. Will not require an employer to give a preference to any veteran over any equally qualified applicant who is a member of any racial or ethnic minority, female, an individual with a disability, or a former employee. 9. The RTA will be the lien interest in the PROJECT until the end of the PROJECT's Useful Life as shown in Exhibit C is reached and the RTA has received and approved from the SUBRECIPIENT to release its interest in the PROJECT. The RTA's lien interest shall survive this Subrecipient Agreement and the SUBRECIPIENT shall be responsible for using the PROJECT in compliance with 10. Prior to disposition or transfer of SUBRECIPIENT federally funded vehicles and equipment shall receive written approval by the RTA. SUBRECIPIENT AGREEMENT ITEM NUMBER: A-2 DATE: 03/10/20 ATTACHMENT: 1A Subrecipient Name: City of Atascadero Agreement No. 11. If the PROJECT includes capital costs of contracting, allowable expenses may include depreciation and interest on facilities and equipment, as well as other capital costs such as preventive maintenance. Under the capital cost of contracting, only privately -owned assets are eligible. Detailed information regarding the capital cost of contracting is available in the 5307 Circular. 12. Preventive Maintenance activities consist of routine revenue and non -revenue vehicle inspection and maintenance for bus operations including: inspecting revenue vehicle components on a scheduled preventive maintenance basis (e.g., engine and transmission, fuel system, ignition system, chassis, body -exterior and interior, electrical system, lubrication system, trolleys, pantographs and third rail shoes, trucks, braking system, air-conditioning system); performing minor repairs to the above -listed revenue vehicle components; changing lubrication fluids; replacing minor repairable units of the above -listed revenue vehicle components; making road calls to service revenue vehicle breakdowns; towing and shifting revenue vehicles to maintenance facilities; rebuilding and overhauling repairable components; performing major repairs on revenue vehicles on a scheduled or unscheduled basis. 13. The SUBRECIPIENT agrees to report in its transit asset management (TAM) plan accordance with 49 CFR part 625. The SUBRECIPIENT agrees to set performance targets annually that contain inventory and condition assessment. The SUBRECIPIENT agrees to participate in the RTA's group TAM Plan and provide the RTA with its annual fleet inventory. 14. The SUBRECIPIENT agrees to report in accordance with FTA regulations for "Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards," 2 CFR part 200. The SUBRECIPIENT shall submit quarterly milestone progress reports (MPR) to the RTA within twenty (20) days following the close of the quarter. The RTA may withhold payment for the failure of the SUBRECIPIENT to submit these reports to the RTA in a timely manner. 15. The SUBRECIPIENT agrees to address areas of non-compliance, problems, delays, or adverse conditions may affect the SUBRECIPIENT's ability to achieve the objectives of the Subrecipient Agreement within the scheduled performance period. The MPR shall include actions taken and/or contemplated to resolve the situation. 16. The SUBRECIPIENT shall keep federally funded vehicles, equipment, facilities, and Americans with Disabilities (ADA) accessibility features in good operating condition. The SUBRECIPIENT shall provide to the RTA a written Maintenance Plan which shall include maintenance records, preventative maintenance and warranty claims system (including a list of vehicles/equipment currently under warranty) for all federally funded assets (including vehicles, facilities, equipment wheelchair lifts and other accessibility features. ITEM NUMBER: A-2 DATE: 03/10/20 ATTACHMENT: 1A SUBRECIPIENT AGREEMENT Subrecipient Name: City ofAtascadero Agreement No. B. Capital Proiect (Vehicle/Equipment) (5339) 1. The SUBRECIPIENT's scope of work shall be as described in Exhibit A 2. New projects for equipment or new vehicles shall not be designated as "used" by the Federal Trade Commission Agency 16 CFR Part 455.1(d)(2) or California Vehicle Code Section 100-680 application for federal assistance, which is on file with the STATE. 3. The SUBRECIPIENT agrees to operate the equipment funded and made available through the PROJECT within the service area as described in Exhibit A. 4. The SUBRECIPIENT shall use the PROJECT equipment at all times exclusively and inconformity with the Project Scope of Work in Exhibit A and the Project Description and Justification for Funding Request (Attached to this Agreement). 5. The SUBRECIPIENT agrees to report in accordance with 49 U.S. Code 5325 regulations for "Veterans Employment for Federal Award Capital Projects". To the extent practicable, SUBRECIPIENT agrees to and shall assure its contactors: 1. Will give a hiring preference to veterans (as defined in 5 U.S.C. § 2108), who have the skills and abilities required to perform construction work required under a third party contract in connection with a capital project supported with funds made available or appropriated for 49 U.S.C. chapter 53, and 2. Will not require an employer to give a preference to any veteran over any equally qualified applicant who is a member of any racial or ethnic minority, female, an individual with a disability, or a former employee. 6. The RTA's obligation to compensate the SUBRECIPIENT under the terms of this Subrecipient Agreement shall terminate upon payment of SUBRECIPIENT's invoice(s) for the FTA allowable portions of PROJECT costs. Reimbursements will only be allowed after the execution of this Subrecipient Agreement and for the performance period of this Subrecipient Agreement as specified in Exhibit A. 7. The RTA holds a lien interest in the PROJECT until the end of the PROJECT's Useful Life as shown in Exhibit C is reached and the RTA has received and approved from the SUBRECIPIENT to release its interest in the PROJECT. The RTA's lien interest shall survive this Subrecipient Agreement and the SUBRECIPIENT shall be responsible for using the PROJECT in compliance with state, federal and applicable program requirements stared herein, including reporting. 8. Disposition or transfer of SUBRECIPIENT federally funded vehicles and equipment shall receive prior written approval by the RTA. 9. If the PROJECT includes capital costs of contracting, allowable expenses may include depreciation and interest on facilities and equipment, as well as other capital costs such as preventive maintenance. Under the capital cost of contracting, only privately -owned assets are eligible. Detailed information regar ing the capital cost of contracting is available int the 5339 Circular. SUBRECIPIENT AGREEMENT ITEM NUMBER: A-2 DATE: 03/10/20 ATTACHMENT: 1A Subrecipient Name: City of Atascadero Agreement No. 10. The SUBRECIPIENT shall keep federally funded vehicles, equipment, facilities, and Americans with Disabilities (ADA) accessibility features in good operating condition. The SUBRECIPIENT shall provide to the RTA a written Maintenance Plan which shall include maintenance records, preventative maintenance and warranty claims system (including a list of vehicles/equipment currently under warranty) for all federally funded assets (including vehicles, facilities, equipment wheelchair lifts and other accessibility features. SUBRECIPIENT AGREEMENT EXHIBIT C GENERALTERMS AND CONDITIONS ITEM NUMBER: A-2 DATE: 03/10/20 ATTACHMENT: 1A Subrecipient Name: City of Atascadero Agreement No. 1. Subrecipient. For the purpose of this Agreement, the SUBRECIPIENT is as referenced in the Federal Transportation Funding Law and the applicable Program Circular. As a receiver of FTA funds the SUBRECIPIENT agrees to comply with the federal statutes, regulations, executive orders, directives and administrative requirements which relate to funding received from FTA. 2. Budget. The SUBRECIPIENT 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 Federal Transportation Funding Law. Prompt Payment. A. All payments bythe RTA to the SUBRECIPIENT shall be made in accordance with California Government Code (GC), Chapter 4.5, commencing with Section 927, which is known as the California Prompt Payment Act. B. The SUBRECIPIENT must pay third -party contractors within thirty (30) days of receipt of undisputed invoice(s) 4. Approval. A. Except as provided herein, this Subrecipient Agreement is of no force or effect until signed by both parties. B. Commencement of work shall not be authorized until federal authorization has been obtained and upon the RTA's approval. C. It is mutually understood between the parties that this Subrecipient Agreement, for the mutual benefit of both parties. D. This Subrecipient Agreement is valid and enforceable only if sufficient funds are made available to the RTA by the State and/or United States Government or the California State Legislature for the purpose of this program. It is mutually agreed that if the Congress or the State Legislature does not appropriate sufficient funds for the program, this Subrecipient Agreement shall be amended to reflect any reduction in funds. E. 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. F. No issuance of a Subrecipient Agreement or amendments will be provided until proof that the project has been programmed and approved by the federal government. 5. Enforcement/Remedies for Non -Compliance. If a SUBRECIPIENT materially fails to comply with any term of this Subrecipient Agreement, the RTA may take one or more of the following actions: A. Disallow or temporarily withhold cash payments pending correction of the deficiency by the SUBRECIPIENT. B. Wholly or partially suspend or terminate the current award for the SUBRECIPIENT's PROJECT. D. Withhold or demand a transfer of an amount equal to the amount paid by or owed from remaining grant balance and/or future apportionments, or any other funds due SUBRECIPIENT. E. Take any other remedies that may be legally available. 10 ITEM NUMBER: A-2 DATE: 03/10/20 ATTACHMENT: 1A SUBRECIPIENT AGREEMENT Subrecipient Name: City ofAtascadero Agreement No. 6. Timeliness. Time is of the essence in this Subrecipient Agreement. The SUBRECIPIENT shall return the signed Agreement to the RTA within 60 calendar days prior to the start of the performance period. In the event this Subrecipient Agreement is not signed and returned within 60 days of the start of the performance period, the PROJECT identified in Exhibit A of this Subrecipient Agreement may be withdrawn and cancelled at the discretion of the RTA. 7. Amendment. No amendment or alteration of the terms of this Subrecipient Agreement shall be valid unless submitted in writing, signed by the parties and approved as required. This Subrecipient Agreement may be amended in writing, by mutual consent of the parties, on a case-by-case basis where warranted. The request for an Amendment must be made in writing to the RTA Executive Director at least two months before the Subrecipient Agreement Expiration Date shown in Exhibit A. 8. No Oral Understanding or Agreement. No oral understanding or agreement not incorporated in this Subrecipient Agreement is binding on any of the parties. 9. Assignment. This Subrecipient Agreement is not assignable by the SUBRECIPIENT, either in whole or in part. 10. Independent Contractor. The SUBRECIPIENT, and the agents and employees of the SUBRECIPIENT, in the performance of this Subrecipient Agreement, shall act in an independent capacity and not as officers or employees or agents of the RTA. 11. Buy America. The SUBRECIPIENT shall comply with the Buy America requirements of 49 USC Section 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 $150,000). Separate requirements for rolling stock are set out at 49 USC Section 53230)(2)(c) and 49 CFR Part 661.11. 12. Accounting Records. The SUBRECIPIENT shall establish and maintain separate accounting records and reporting procedures specified for the fiscal activities of the PROJECT. The SUBRECIPIENT's accounting system shall conform to generally accepted accounting principles (GAAP) and uniform standards. All records shall provide a breakdown of total costs charged to the PROJECT including properly -executed payrolls, time records, invoices and vouchers. 13. Vehicle Operator Licensing. The SUBRECIPIENT is required to comply with all applicable requirements of the Federal Motor Carrier Safety Administration (FMCSA) 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 maybe necessary for the type of vehicle operated. 14. Audit Requirements. The SUBRECIPIENT shall be responsible for meeting the audit requirements of Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, 2 CFR Part 1201. 15. Record Keeping. The SUBRECIPIENT and all contractors shall maintain all books, documents, papers, accounting recorcls, and other evidence pertaining to the peFformance o s Subreciplent 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 Subrecipient Agreement and all subcontracts. 11 SUBRECIPIENT AGREEMENT ITEM NUMBER: A-2 DATE: 03/10/20 ATTACHMENT: 1A Subrecipient Name: City of Atascadero Agreement No. 16. Examination of Records. The RTA shall have access to any books, records, and documents of the SUBRECIPIENT and its contractors that are pertinent to this Subrecipient Agreement for audits, examinations, excerpts, and transactions. Copies thereof shall be furnished by SUBRECIPIENT upon request. Where any information required of a SUBRECIPIENT is in the exclusive possession of another who fails or refuses to furnish this information, the SUBRECIPIENT shall so certify to the RTA what efforts it has made to obtain the information. The SUBRECIPIENT shall include a clause to this effect in every contract entered into relative to the PROJECT. 17. Reporting Forms. The SUBRECIPIENT shall furnish the RTA with any additional reports or data that may be required by the FTA or other federal agencies. 18. Debarment and Suspension. The SUBRECIPIENT agrees as follows: A. The SUBRECIPIENT agrees to comply with the requirements of the U.S. DOT regulations on "Debarment and Suspension" and 49 CFR Part 29 and 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 identified in the "U.S. General Services Administration's (U.S. GSA) System for Award Management (https://www.RFP.gov) B. In accordance with 2 CFR Part 1200 and OMB, "Guidelines to Agencies on Government -wide Debarment and Suspension (Nonprocurement)," the SUBRECIPIENT agrees to obtain a debarment and suspension certification from each prospective contractor before award of contract of $25,000 or more. 19. Compliance with Federal Statutes. During the performance of this Agreement, the SUBRECIPIENT, its assignees and successors in interest, agree to comply with all Federal statutes and regulations applicable to grantee recipients under 49 USC Chapter 53, including, but not limited to the following: A. Nondiscrimination Title VI Plan. In accordance with Title VI of the Civil Rights Act, as amended, 42 USC Subsection 2000d, Section 303 of the Age Discrimination Act of 1975, as amended, 42 USC Subsection 6102, Section 202 of the Americans with Disabilities Act of 1990, 42 U.S.0 Subsection 12132, and federal transit law at 49 USC Section 5332, the SUBRECIPIENT agrees that it will not discriminate against any employee or applicant for employment because of race, color, national origin, religion, sex, age or disability. In addition, the SUBRECIPIENT agrees to comply with applicable Federal implementing regulations FTA may issue. In accordance with 49 CFR Part 21 and as described in the Title VI Circular, as it may be updated or amended, and the California Department of Transportation Title VI Program Plan, the SUBRECIPIENT shall comply with and ensure that each third -party contractor of the PROJECT also complies with the federal Title VI reporting requirements. 1. Should an update of the SUBRECIPIENT or its contractor's Title VI plan occur during the performance of this Agreement, the SUBRECIPIENT agrees to submit to the RTA the updated Title VI Plan in advance of its adoption for the purposes of regional Civil Rights program review. B. Equal Employment Opportunity (EEO). The following equal employment opportunity requirements apply to the underlying contract: 1. Race, Color, Creed, National Origin, Religion, Sex, Age and Disability. In accordance with Title VII of the Civil Rights Act, as amended, 42 USC Subsection 2000e, and federal transit laws at 49 USC Section 5332, Employment Act of 1967, and Section 102 of the Americans with Disabilities Act the SUBRECIPIENT agrees to comply with all applicable EEO requirements of U.S. Department of Labor (I I C nnl) regi lations- and with any;nnldrnhlP I-PrlPral ctatutPg, PxPrutivP orders, regulation-, and Federal policies that may in the future affect construction activities undertaken in the course of the PROJECT. 12 SUBRECIPIENT AGREEMENT ITEM NUMBER: A-2 DATE: 03/10/20 ATTACHMENT: 1A Subrecipient Name: City of Atascadero Agreement No. The SUBRECIPIENT agrees to comply with the FTA Circular Section 4704.1A with regard to the Equal employment Opportunity (EEO) program guidelines for grant recipients. The SUBRECIPIENT and its contractors agree to submit the RTA its EEO plan for the purposes of regional Civil Rights program review. C. The SUBRECIPIENT agrees to include the foregoing requirements in each solicitation for transit -related contract financed in whole or in part with Federal assistance and agrees to notify the contractor of their obligations under this Subrecipient Agreement and the Regulations relative to Civil Rights. 20. Disadvantaged Business Enterprise (DBE). The SUBRECIPIENT agrees to: A. Comply with 49 CFR Part 26 "Participation by Disadvantaged Enterprises in Department of Transportation Financial Assistance Programs," and shall cooperate with RTA with regard to maximum utilization of DBEs, using its best efforts to ensure that DBEs shall have the maximum opportunity to compete for sub contractual work under this Agreement. B. The SUBRECIPIENT shall not discriminate on the basis of race, color, national origin or sex in the award and performance of any federally -assisted contract or in the administration of its DBE program. The SUBRECIPIENT's DBE program, as required by 49 CFR Part 26 and as approved by USDOT, is incorporated by reference in this Agreement. C. The SUBRECIPIENT shall must ensure its third -party contractors also comply with these requirements. 21. Section 504 and Americans with Disabilities Act Program Requirements (ADA). The SUBRECIPIENT will comply with 49 CFR Parts 27, 37 and 38, which implement the ADA and Section 504 of the Rehabilitation Act of 1973 (29 USC Section 794) and ensure its third -party contractors operating public transportation service also comply with these requirements. 22. Establishing; Fares. Fares charged seniors, persons with disabilities or an individual presenting a Medicare card during off peak hours will not be more than one-half the peak hour fares. The SUBRECIPIENT is expected to have a written, locally developed process for soliciting and considering public comment before raising a fare or carrying out a major transportation service reduction. The SUBRECIPIENTS shall develop, publish, and afford an opportunity for a public hearing on any potential fare increases. 23. Warranty. When the PROJECT includes the acquisition, improvement, or operation of public transportation, the SUBRECIPIENT shall comply with applicable transit employee protective requirements as specified by 49 USC Section 5333(b). When applicable, those terms and conditions are described in Exhibit E of this Agreement. The SUBRECIPIENT agrees to include any applicable requirements in each subcontract involving transit operations financed in whole or in part with Federal assistance provided by the FTA. 24. Lobbying. A. The SUBRECIPIENT shall ensure the SUBRECIPIENT and its contractors will not use federal assistance funds assigned to the PROJECT to support lobbying, in accordance with 31 USC Section 1352 and 49 CFR Part 20, "New Restrictions on Lobbying" and will provide to the RTA the contractor's annual lobbying certification. B. The SUBRECIPIENT shall require that the following certification language be included in the award documents for all transit contracts (including subcontracts, sub -grants, and contracts under grants, loans, and cooperative agreements) which exceed $100,000. C. The SUBRECIPIENT shall provide annually to the RTA a copy of its and any contractor's lobbying certification. 13 SUBRECIPIENT AGREEMENT ITEM NUMBER: A-2 DATE: 03/10/20 ATTACHMENT: 1A Subrecipient Name: City of Atascadero Agreement No. 25. Drug -Free Workplace. The SUBRECIPIENT certifies by signing this Subrecipient Agreement that it will provide a drug-free workplace, and shall establish policy prohibiting activities involving controlled substances in compliance with GC 8355 etseq. The SUBRECIPIENT is required to include the language of this certification in award documents for all sub -awards (including subcontracts, contracts under grants, and cooperative agreements). To the extent the SUBRECIPIENT, any third -party contractor, perform a safety -sensitive function under the PROJECT, the SUBRECIPIENT agrees to comply with, and assure the compliance of each affected third -party contractor with 49 USC 5331, and FTA regulations, "Prevention of Alcohol Misuse and Prohibited Drug use in Transit Operations," 49 CFR Part 655. The Subrecipient and its contractors agrees to have a drug and alcohol testing program in place for all safety -sensitive employees with an ongoing drug-free awareness program. The SUBRECIPIENT agrees to provide to the RTA quarterly testing reports and drug-free policies upon request. 26. Termination Clauses. A. Termination for Default. 1. The RTA may terminate this Subrecipient Agreement upon a finding that the SUBRECIPIENT has not made satisfactory progress toward procuring the PROJECT equipment, services, salary and wages, as appropriate, within twelve (12) months of execution of this Subrecipient Agreement, has not billed for operating assistance funds within twelve (12) months of execution of this Subrecipient Agreement, or that the SUBRECIPIENT is otherwise not complying with the terms of this Subrecipient Agreement. Termination shall be by written notice specifying the reason for termination and giving the SUBRECIPIENT thirty (30) days to correct the default. If the SUBRECIPIENT fails to remedy the breach or default or any of the terms, covenants, or conditions of this Subrecipient Agreement to the RTA's satisfaction, the RTA shall have the right to terminate the Subrecipient Agreement without any further obligation to the SUBRECIPIENT. 2. The RTA may terminate this contract upon finding that the SUBRECIPIENT is not operating the PROJECT equipment in accordance with the project description in Exhibit A of this Agreement, or that the SUBRECIPIENT is otherwise not complying with the terms of this contract. Termination shall be by written notice specifying the reason for termination and giving the SUBRECIPIENT thirty (30) days to correct the default. If the SUBRECIPIENT fails to remedy to the RTA's satisfaction the breach or default of any of the terms, covenants, or conditions of this contract, the RTA shall have the right to terminate the contract without any further obligation to the SUBRECIPIENT. B. Period of Performance Extension. If it is later determined by the RTA that the SUBRECIPIENT 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 SUBRECIPIENT, and after determining a new delivery of performance schedule, the RTA may allow the SUBRECIPIENT to continue work or treat the termination as a termination for convenience. C. Mutual Termination. The PROJECT may also be terminated if the RTA and the SUBRECIPIENT 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. 27. Disputes. The RTA and the SUBRECIPIENT shall deal in good faith and attempt to resolve potential disputes arising under this Subrecipient Agreement informally. If the dispute persists, the SUBRECIPIENT shall submit a written demand fora decision regarding the dispute tot the San Luis Obispo Counsel of Government (SLOCOG/MPO's) authorized representative for this Agreement or his or her designee. 14 SUBRECIPIENT AGREEMENT ITEM NUMBER: A-2 DATE: 03/10/20 ATTACHMENT: 1A Subrecipient Name: City of Atascadero Agreement No. 28. Procurement. A. Exclusionary or Discriminatory Specifications. Apart from inconsistent requirements imposed by Federal statue or regulations, the SUBRECIPIENT agrees that it will comply with the requirements of 49 USC Section 5323(h)(2) by refraining from using any Federal assistance funds awarded to support procurements using exclusionary or discriminatory specifications. B. For all procurements of commodities, property, supplies, equipment or services under an FTA assisted grant, the SUBRECIPIENT shall provide full and open competition and comply with the procurement requirements set forth in 49 USC Section 5325(a), applicable third -party procurement requirements of 49 USC Chapter 53, 49 USC Section 5325(b) to award a third -party contracting using a competitive procurement process, and other procurement requirements of Federal laws in effect now or as amended to the extent applicable. The SUBRECIPIENT shall prepare a bid or proposal package, including equipment and material specifications or a scope of work and submit to the RTA for review and approval prior to issuance. C. Purchases shall contain all applicable federal third -party contract clauses. Upon request for reimbursement, the SUBRECIPIENT shall submit a copy of the purchase order to the RTA. D. The SUBRECIPIENT agrees that it may not use FTA assistance to support its procurements unless there is satisfactory compliance with federal laws and regulations. In accordance with applicable USDOT third - party procurement regulations at 2 CFR Part 1201 and the provisions of the Third -Party Contracting Circular, including, but not limited to, the following provisions apply to all procurements: 1. To state clearly that the final contract award to any bidder or proposer requires that procurement solicitations are consistent with the PROJECT description identified in Exhibit A. 2. To comply with applicable Federal laws and regulations including, but not limited to, Federal transit laws at 49 USC 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. 3. In accordance with 49 USC Section 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. 4. To comply with 49 USC Section 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. 5. To comply with the requirements of 49 USC Section 5323(m) and FTA regulations, "Pre -Award and Post -Delivery Audits of Rolling Stock Purchases," 49 CFR Part 663, and any revision thereto. 6. To comply with the requirements of 49 USC Section 5318(c) and (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 SUBRECIPIENT must obtain the final testing report and provide a copy of the report to the RTA with its request for reimbursement. 7. To require each bidder to certify that it has complied with 49 CFR Part 26, which requires each transit vehicle manufacturer to submit a certification that it has complied with FTA's DBE requirements. 8. In subcontracts exceeding $100,000, to comply with all applicable standards, orders, or regulations issued pursuant to the Clean Air Act, as amended, 42 USC Section 7401 etseq. and federal Clean Water Act, as amended, 33 USC Section 1251 et seq. SUBRECIPIENT agrees to report and require each third -party contractor or subcontractor at any tier of the PROJECT to report any violation of 15 SUBRECIPIENT AGREEMENT ITEM NUMBER: A-2 DATE: 03/10/20 ATTACHMENT: 1A Subrecipient Name: City of Atascadero Agreement No. 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. 9. To comply with the mandatory energy standards and policies of the STATE'S energy conservation plans under the Energy Policy and Conservation Act, as amended, 42 USC Section 6201 etseq., and perform an energy assessment for any building constructed, reconstructed or modified with federal assistance. 10. 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 of 1975 (Public Law 94-163, 89 Statute 871, enacted December 22, 1975). 11. To the extent applicable, agrees to conform to the National Intelligent Transportation System (ITS) Architecture and Standards as required by 23 USC Section 517(d), 23 USC Section 512 note, and 23 CFR Parts 655 and 940, and follow the provisions of the FTA Notice, "FTA National ITS Architecture Policy on Transit projects," 66 Fed. Reg. 1455 et seq., and any other implementing directives FTA may issue at a later date, except to the extent the FTA determines otherwise in writing. Third -party contracts involving ITS must comply with Federal requirements. 12. 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 SUBRECIPIENT must include provisions in all third -parry contract for procurement of rolling stock to ensure compliance with applicable Federal air pollution control and fuel economy regulations. 13. SUBRECIPIENT shall refer to FTA "Best Practices Procurement Manual" for additional procurement guidance on procurement processes and any omissions applicable to the PROJECT. The SUBRECIPIENT's failure to comply with all mandates shall constitute a material breach of this Subrecipient Agreement. 14. SUBRECIPIENT must comply with 2 CFR Part 225 or 2 CFR Part 230, as applicable, in determining whether PROJECT costs are allowable or unallowable. 15. SUBRECIPIENT must have written protest procedures describing its pre-bid/pre-proposal, post proposal, and post -delivery certification and audit procedures and shall disclose the protest procedures and appeal process to all bidders. 16. The SUBRECIPIENT shall forward to the RTA at least twenty (20) business days prior to the release of the bid solicitation, a copy of the bid solicitation document, proposed third -party contract, independent cost estimate and cost price analysis for federal awards over $250,000.00, and bidders list for review and approval prior to advertising and award of contract. 29. FTA Regulations, Policies, Procedures and Directives. The SUBRECIPIENT shall at all times comply with all applicable FTA regulations, policies, procedures and directive, including, without limitation, those listed directly or by reference in the USDOT FTA Master Agreement between the RTA and FTA, as they may be amended or revised from time to time, during the term of this Subrecipient Agreement. The SUBRECIPIENT's failure to so comply shall constitute a material breach of this Agreement. In the event any portion, term, condition or provision of this Subrecipient 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. 30. Incorporation of FTA Terms. The provisions in this Subrecipient Agreement include, in part, certain Standard Terms and Conditions required by the USDOT, whether or not expressly set forth in the Agreement. All contractual provisions required by the USDOT, as set forth in the Third -Party Contracting Circular are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA - 16 SUBRECIPIENT AGREEMENT ITEM NUMBER: A-2 DATE: 03/10/20 ATTACHMENT: 1A Subrecipient Name: City of Atascadero Agreement No. mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The SUBRECIPIENT shall not perform any act, fail to perform any act, or refuse to comply with any RTA requests which would cause the RTA to be in violation of these Standard Terms and Conditions. 31. Amendments to Federal, State and Local Laws, Regulations and Directives. The terms of the most recent amendment to any Federal, State, or local laws, regulations, FTA directives, and amendments 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. 32. Property Maintenance and Inspection. While the PROJECT is in the possession or control of the SUBRECIPIENT, the SUBRECIPIENT 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. The RTA 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 the RTA. The SUBRECIPIENT shall notify the RTA within ten (10) working days of any loss or damage, including accident, fire, vandalism, theft, to the PROJECT. 33. Useful Life Standard. In accordance with the Grant Management Circular, the following Useful Life Standard (ULS) shall determine when PROJECT property will no longer be subject to monitoring and reporting requirements. SUBRECIPIENT will be released from the monitoring and reporting requirements after the RTA has approved SUBRECIPIENT's request for disposition of PROJECT property through email. While age and mileage are the primary criteria used to determine the useful life of vehicles, this determination is based on the date the vehicle or other equipment was put into active service, not the actual model year of the vehicle. These criteria are subject to review by the 5307 or 5339 Program Chief, as applicable, if either factor is less than the value shown herein. TYPE OF EQUIPMENT Minivans Small, Medium, Large Bus Larger Bus Largest Bus (5311/5339 Only) Computer Equipment Asphalt Paving, Parking Lot (5311 Only) Bus Shelters (5311 Only) Building Structures (5311 Only) Bus Lift Bus Stop Signs (5311 Only) Communication Equipment Communication Equipment on Vehicles Farebox/Ticket Machine USEFUL LIFE STANDARD 4 years or 100,000 miles 5 years or 150,000 miles 7 years or 200,000 miles 10 years or 350,000 miles 3 years 10 years 10 years 40 years 15 years 5 years 3 years Same as ULS associated with Vehicle 10 years Surveillance Equipment 3 years 17 SUBRECIPIENT AGREEMENT ITEM NUMBER: A-2 DATE: 03/10/20 ATTACHMENT: 1A Subrecipient Name: City of Atascadero Agreement No. 34. Property Ownership and Relinquishment. A. At all times while PROJECT property or equipment is in the possession or control of the SUBRECIPIENT, the SUBRECIPIENT shall be the registered owner and the RTA shall be the legal owner (lien holder). Whenever any PROJECT property or equipment is withdrawn from the PROJECT for any reason, the SUBRECIPIENT shall immediately notify the RTA of its request. The SUBRECIPIENT shall not transfer ownership of PROJECT property or equipment at anytime while this Subrecipient Agreement is in effect. The RTA shall retain the original Certificate of Title until such time that disposition of PROJECT property or equipment is released by the RTA to the SUBRECIPIENT or other appropriate party. B. Whenever any PROJECT property or equipment is withdrawn from the service for any reason prior to meeting the ULS, and at the discretion of the RTA, the SUBRECIPIENT shall be required to do one of the following: 1. Remit to the RTA a proportional amount of the fair market value of the property, which shall be determined on the basis of the ratio of the Federal grant funds paid under 2. Relinquish the property to the RTA in the same condition as when received by the SUBRECIPIENT except for reasonable wear and tear resulting from its use. 3. When PROJECT property is lost or damaged by fire, casualty, or natural disaster, the fair market value shall be calculated on the basis of the condition of the property immediately before the fire, casualty, or natural disaster, irrespective of the extent of insurance coverage. Based on the calculation, the proceeds shall be applied to the cost of replacing the damaged or destroyed PROJECT property taken out of service. 4. If any damage to PROJECT property results from abuse or misuse occurring with the SUBRECIPIENT's knowledge and consent, the SUBRECIPIENT agrees to restore the PROJECT property to its original condition or refund the value of the Federal interest in that property to the RTA. 35. Insurance. A. While the PROJECT equipment is in the possession or control of the SUBRECIPIENT, the SUBRECIPIENT 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 RTA, its officers, employees, and agents shall be named as additional insured. C. Prior to the annual insurance policy expiration date, the SUBRECIPIENT shall furnish to the RTA a new certificate of insurance or other written evidence of insurance. 36. Potential Subcontractors. No Relationship between the RTA and Third -Party Contractor. Nothing contained in this Subrecipient Agreement or otherwise, shall create any contractual relation, obligation or liability between the RTA and any third -party contractors, and no third -party agreement shall relieve the SUBRECIPIENT of its responsibilities and obligations hereunder. The SUBRECIPIENT's obligation to pay its third -party contractors is an independent obligation from the RTA's obligation to make payments to the SUBRECIPIENT. As a result, the RTA shall have no obligation to pay or to enforce the payment of any moneys to any third -party contractor. 37. Indemnification. Neither the RTA, its officers nor employees thereof is responsible for any injury, damage or liability occurring by reason of anything done or omitted to be done by SUBRECIPIENT and/or its agents under or in connection with any work, authority or jurisdiction conferred upon SUBRECIPIENT under this Subrecipient Agreement. It is understood and agreed that SUBRECIPIENT and/or its agents shall fully actions of every name, kind and description brought forth 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 SUBRECIPIENT and/or its agents, employees, and representatives under this Subreceipient Agreement. 18 SUBRECIPIENT AGREEMENT EXHIBIT D SPECIAL TERMS AND CONDITIONS ITEM NUMBER: A-2 DATE: 03/10/20 ATTACHMENT: 1A Subrecipient Name: City of Atascadero Agreement No. 1. Purchase Order. Upon approval by the RTA of a procurement award, the SUBRECIPIENT (or procurement agent acting on its behalf) may issue a purchase order for the PROJECT. Each purchase order shall be consistent with the approved bid award listed in Exhibit A, be consistent with Billing and Payment instructions listed in Exhibit B, and include a reference to the contract number as assigned to this Subrecipient Agreement. 2. Disposition. The disposition of the PROJECT and any PROJECT -related equipment or property shall be made in accordance with 49 USC Chapter 53 and the applicable Program Circular. Disposition requests shall be submitted to the RTA prior to disposition. 3. Release of Title. As long as the RTA is lien holder of the vehicle, SUBRECIPIENT is obligated to provide required periodic reporting described in Exhibit D, even if the ULS for the PROJECT has been exceeded. When the ULS has been achieved, the RTA shall remain the lien holder for vehicles or equipment until all of the steps in the disposition process described in the preceding regarding Disposition have been completed. Upon completion of the disposition process, the RTA shall make a determination as to whether the ULS has been achieved. Useful Life requirements are enumerated in Exhibit C of this Agreement. The RTA has the discretion to base its determination upon either PROJECT mileage, PROJECT age or a combination of both. Upon determining that the ULS has been achieved, the RTA shall release title to the SUBRECIPIENT. Upon release of title to SUBRECIPIENT, the SUBRECIPIENT shall keep the PROJECT or alternatively, the proceeds from the sale of the PROJECT, in its public transportation program. 4. Reporting Requirements. Upon request by the RTA, the SUBRECIPIENT must submit the following reports (Failure to meet these requirements may result in withholding of all invoice payments and may be grounds for PROJECT termination): A. Milestone Reporting. 1. Capital and Operating Projects. The SUBRECIPIENT shall submit a quarterly report of vehicle/equipment usage or its progress of the mobility management activities within twenty (20) calendar days after the close of each federal reporting period. The federal reporting periods are: 1) October 1 through December 31 2) January 1 through March 31 3) April 1 through June 30; and 4) July 1 through September 30 2. Annual Reporting (Operating Assistance Projects). The SUBRECIPIENT shall submit an annual report of progress made on the PROJECT by no later than thirty (30) days after the close of the annual federal reporting period of October 1st through September 30th. Annual reports are due no later than October 30'. B. Final Reporting / Close-out of subaward. The SUBRECIPIENT shall submit a final PROJECT report documenting final PROJECT costs (including expenditures report with bank statements or financial system reports). This report shall include PROJECT narratives of work performed and PROJECT outcomes, how program performance measures have been met by this PROJECT for the target group 19 Exhibit A rta REGIONAL TRANSIT AUTHORITY SUBRECIPIENT AGREEMENT INSTRUCTIONS ITEM NUMBER: A-2 DATE: 03/10/20 ATTACHMENT: 1A 179 Cross Street, Suite A San Luis Obispo, CA 93401 (805) 781-4472 Fax (805) 781-1291 www.slorta.org Attached is the Subrecipient Agreement between your organization and the San Luis Obispo Regional Transit Authority (RTA). Please review the Subrecipient Agreement carefully, including all of the Exhibits. If any of the terms, conditions, dates and/or schedules set forth in the Subrecipient Agreement are not acceptable, notify the Grants and Finance Manager to discuss if changes to the Subrecipient Agreement are possible. To proceed with the Subrecipient Agreement, please print and sign two paper copies of the Subrecipient Agreement's signature page. The person signing the Agreement must be so authorized in a resolution from your agency's governing body. Each signature page must be signed in blue ink with an original, wet -ink signature. Return both of the signed pages to the RTA at the following addresses. San Luis Obispo Regional Transit Authority Attn: Grants and Finance Manager 179 Cross Street, Suite A San Luis Obispo, CA 93401-7597 Upon execution by the Executive Director of the RTA, you will be notified that your agency may proceed with the approved project in accordance with all of the terms and conditions of the Subrecipient Agreement. One hardcopy of the fully -executed Subrecipient Agreement with wet signatures will be returned for your records. If the project subject to this Subrecipient Agreement requires a procurement process, that process cannot proceed until the procurement solicitation documents and process have been reviewed and approved in writing by the RTA. Requests for Reimbursement (RFR) shall not be submitted to the RTA before this Subrecipient Agreement has been approved and signed by the RTA and, if applicable, the RTA has approved the procurement documentation. The Regional Transit Authority is a Joint Powers Agency serving residents and visitors of: Arroyo Grande Atascadero Grover Beach Morro Bay Paso Robles Pismo Beach San Luis Obispo and The County of San Luis Obispo