ITEM 4.
CITY MANAGER' SREPORT
AUGUST 11, 2025 CITY COUNCIL REGULAR MEETING
ITEM: APPLY FOR DIRECT RECIPIENT STATUS WITH THE
FEDERAL TRANSIT ADMINISTRATION ( FTA) FOR
FTA FUNDING
RECOMMENDATION: Adopt Resolution Authorizing the City Manager or His Designee to Apply for Direct Recipient Status with
the Federal Transit Administration ( FTA) and to
Execute Any Necessary Grant Applications,
Agreements and Certifications and Assurances
Necessary to Obtain Direct Recipient Status, Subject
to Legal Review and Approval
SUMMARY:
The City of Lathrop has recently launched a new microtransit system —an on -demand, flexible transportation service designed to enhance mobility across the City. To support the ongoing operational and capital needs of Lathrop Transit, the adopted transit operations budget includes the potential use of Federal Transit Administration FTA) funding —specifically, Section 5307 Urbanized Area Formula Grants and Section 5339 Bus and Bus Facilities Grants.
To access these funds, the City must demonstrate the financial, legal, and technical capacity required to directly apply for, manage, and administer FTA funds. This requires Lathrop to pursue designation as a Direct Recipient with the FTA.
BACKGROUND:
Lathrop Transit provides door- t- door microtransit services exclusively within the city limits of the City of Lathrop. The City of Lathrop is within the larger Stockton Urbanized Area ( UZA). An Urbanized Area ( UZA) is a geographic region defined by the U. S. Census with; a population of 50, 000 or more, dense development and connected urban infrastructure and may span multiple municipalities or counties. The FTA uses UZA boundaries to determine formula funding eligibility and apportionment.
Currently, the San Joaquin Regional Transit District ( RTD) serves as the Designated Recipient of all FTA funds allocated to this urbanized area.
In a recent FTA funding call for projects, RTD allocated $ 368, 639 in Section 5307 funds and $ 30, 176 in Section 5339 funds to the City of Lathrop. The City contends that this distribution is inequitable and does not accurately reflect its transit needs or contributions. As a result, the City has formally challenged the apportionment through the Federal Transit Administration, seeking a fair and transparent reassessment of the funding methodology.
CITY MANAGER' SREPORT
AUGUST 11, 2025 CITY COUNCIL REGULAR MEETING
FEDERAL TRANSIT ADMINISTRATION ( FTA) FUNDING
PAGE 2
Regardless of this dispute, to access the allocated funds and secure long- term financial sustainability for its transit services, the City must become a Direct Recipient. This designation will allow Lathrop to expand and adapt its transit services to meet the current and future demands of its residents.
The FTA Direct Recipient designation process, governed by FTA Region 9, requires that the City demonstrate its ability to operate and maintain a transit system and manage federal funds in compliance with applicable standards.
The resolution presented for adoption marks the first formal step in this process. It authorizes City leadership to submit the required applications, certifications, and agreements to initiate the designation process.
REASON FOR RECOMMENDATION:
Securing Direct Recipient status and utilizing FTA funds will enhance the City' sability to maintain and expand its transit services sustainably. Several other agencies in San Joaquin County —including the Cities of Lodi, Manteca, Tracy, as well as RTD and the San Joaquin Regional Rail Commission — have already attained Direct Recipient status.
This resolution will affirm Lathrop' sfiscal responsibility and capacity to manage FTA funding and will align the City with best practices in transit funding and administration under FTA Region 9 guidelines.
FISCAL IMPACT:
Access to FTA funding will significantly strengthen the City' stransit operational and capital budgets. These federal funds will provide essential financial support for the continued operation and potential expansion of Lathrop Transit services. Additionally, leveraging FTA dollars may increase the City' s eligibility for supplementary state and local transit funding sources.
ATTACHMENTS:
A. Resolution
B. Opinion of Counsel
C. Certifications and Assurances
D. Supplemental Agreement
E. Master Agreement
Stephen J. Salvatore
City Manager
CITY MANAGER' S REPORT
AUGUST 11, 2025 CITY COUNCIL REGULAR MEETING
FEDERAL TRANSIT ADMINISTRATION ( FTA) FUNDING
APPROVALS:
e '-' v/( t/ZoZri
PAGE 3
Thomas Hedegard Date
Deputy City Manager
Salvador Navarrete Date
City Attorney
gU• z5
Date
RESOLUTION NO. 25-
A RESOLUTION OF THE CITY OF LATHROP TO AUTHORIZE THE FILING OF
APPLICATIONS WITH THE FEDERAL TRANSIT ADMINISTRATION, AN
OPERATING ADMINISTRATION OF THE UNITED STATES DEPARTMENT OF
TRANSPORTATION, FOR FEDERAL TRANSPORTATION ASSISTANCE
AUTHORIZED BY 49 U. S. C. CHAPTER 53; TITLE 23, UNITED STATES CODE,
OR OTHER FEDERAL STATUTES ADMINISTERED BY THE FEDERAL TRANSIT ADMINISTRATION.
WHEREAS, the Federal Transit Administrator has been delegated authority to award federal financial assistance for a transportation project; and WHEREAS, the grant and/ or cooperative agreement for federal financial assistance will impose certain obligations upon the City of Lathrop, and may require the City of Lathrop to provide the local share of the project cost; and WHEREAS, the City of Lathrop will provide all annual certifications and assurances to the Federal Transit Administration ( FTA) required for the project.
NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Lathrop authorizes that:
1. That the City Manager or designee is authorized to execute and file an application for federal assistance on behalf of the City of Lathrop with the Federal Transit Administration for federal assistance authorized by 49 U. S. C. Chapter 53, title 23, United States Code, or other federal statutes authorizing a project administered by the Federal Transit Administration.
2. The City Manager or designee shall seek concurrence and authority from the San Joaquin Regional Transit District ( RTD) as Designated Recipient of the Stockton Urbanized Area to receive federal assistance administered by the Federal Transit Administration.
3. That the City Manager or designee is authorized to execute and file with its applications the annual certifications and assurances and other documents the Federal Transit Administration requires before awarding a federal assistance grant or cooperative agreement.
4. That City Manager or designee are authorized to execute grant and cooperative agreements with the Federal Transit Administration on behalf of the City of Lathrop.
The foregoing resolution was passed and adopted this 11th day of August 2025, by the following vote of the City Council, to wit:
AYES:
NOES:
ABSTAIN:
ABSENT:
Paul Akinjo, Mayor
ATTEST: APPROVED AS TO FORM:
Teresa Vargas, City Clerk Salvador Navarrete, City Attorney City of
Office ofthe City Attorney
August 6, 2025
PUBLIC OPINION OF COUNSEL
City of Lathrop
390 Town Centre Drive
Lathrop, CA 95330
Dear City Council of the City of Lathrop:
390 Towne Centre Drive, Lathrop, CA 95330
Telephone 209- 941- 7235
www. ci. lathrop. ca. us
This communication will serve as the requisite opinion of counsel to be filed with the Federal Transit Administration, United States Department of Transportation, in connection with the application of the City of Lathrop for federal transportation assistance authorized by 49 U. S. C. Chapter 53 within title 49 and title 23, and other federal statutes authorizing activities administered by the Federal Transit Administration.
On May 27, 2025, the City of Lathrop received authority from San Joaquin Regional Transit District ( RTD) as the designated recipient for the Stockton Urbanized Area to apply for and receive Urbanized Area Formula Program assistance.
The following are citations to laws and regulations that establish the legal authority of the City of Lathrop to carry out transportation projects for which federal assistance is sought:
1. In accordance with the requirements of 49 U. S. C. 5307( a)( 2), the City of Lathrop qualifies as a City that operates public transit services within a large urbanized area, with a population of a more than 200, 00, and less than 1, 999,99and is designated as a municipal operator under California Public Utilities Code ( PUC) § 99209 — Municipal Operator. As a result, the City of Lathrop is authorized to provide and carry out public transportation and transportation projects for which the federal assistance is sought through the Federal Transit Administration grant funding programs.
2. Sufficient funds for the local share of the project are set forth in the adopted transit operations and capital budget adopted by the Lathrop City Council on June 23, 2025 pursuant to Resolution 25- 5839. Every two years, the City Council shall consider a budget and finance plan by resolution to commit funds for the local share of the project to be funded by Federal Transit Administration grants.
August 6, 2025 Opinion of Counsel- Urbanized Area Formula Program Assistance
3. I have reviewed the pertinent federal, state, and local laws, and conclude that there is no legal impediment to the City filing an application for the project for which City of Lathrop seeks assistance. Furthermore, I am not aware of pending or threatened litigation or other action which might adversely affect the proposed project or the capability of City of Lathrop to carry out the project.
Sincerely,
Salvador Navarrete
City Attorney
SVN/ trb
2 Certifications and Assurances ATTACHMENT " C " Fiscal Year 2025 Not every provision of every certification will apply to every applicant or award. If a provision ofa certification does not apply to the applicant or its award, FTA will not enforce that provision.
Text in italic is not part of a certification and is of no legal effect. Its purpose is to provide explanation and context for the certification.
CATEGORY 1. CERTIFICATIONS AND ASSURANCES REQUIRED OF EVERY APPLICANT.
All applicants must make the certifications in this category.
1.. Standard Assurances.
The certifications in this subcategory appear as part ofthe applicant' sregistration or annual registration renewal in the System for Award Management (SAM. gov) and on the Office of Management and Budget' s
standardform 424B " Assurances — Non -Construction Programs ".
This certification has been modified in places to include analogous certifications required by U. S. DOT statutes or regulations.
As the duly authorized representative of the applicant, you certify that the applicant:
a) Has the legal authority to apply for Federal assistance and the institutional, managerial and financial capability ( including funds sufficient to pay the non -Federal share of project cost) to ensure proper planning, management and completion of the project described in this application.
b) Will give the awarding agency, the Comptroller General of the United States and, if appropriate, the State, through any authorized representative, access to and the right to examine all records, books, papers, or documents related to the award; and will establish a proper accounting system in accordance with generally accepted accounting standards or agency directives.
c) Will establish safeguards to prohibit employees from using their positions for a purpose that constitutes or presents the appearance of personal or organizational conflict of interest, or personal gain.
d) Will initiate and complete the work within the applicable time frame after receipt of approval of the awarding agency.
e) Will comply with the Intergovernmental Personnel Act of 1970 ( 42 U. S. C. §§ 4728- 4763) relating to prescribed standards for merit systems for programs funded under one of the 19 statutes or regulations specified in Appendix A of OPM' s Standards for a Merit System of Personnel Administration ( 5 CFR 900, Subpart F). f) Will comply with all Federal statutes relating to nondiscrimination. These include but are not limited to:
1 Certifications and Assurances Fiscal Year 2025
1) Title VI of the Civil Rights Act of 1964 ( P. L. 88- 352) which prohibits discrimination on the basis of race, color or national origin, as effectuated by U. S.
DOT regulation 49 CFR Part 21, including any amendments thereto; 2) Title IX of the Education Amendments of 1972, as amended ( 20 U. S. C. §§ 1681- 1683, and 1685- 1686), which prohibits discrimination on the basis of sex, as effectuated by U. S. DOT regulation 49 CFR Part 25;
3) Section 5332 of the Federal Transit Law (49 U. S. C. § 5332), which prohibits any person being excluded from participating in, denied a benefit of, or discriminated against under, a project, program, or activity receiving financial assistance from FTA because of race, color, religion, national origin, sex, disability, or age. 4) Section 504 of the Rehabilitation Act of 1973, as amended ( 29 U. S. C. § 794), which prohibits discrimination on the basis of handicaps, as effectuated by U. S.
DOT regulation 49 CFR Part 27;
5) The Age Discrimination Act of 1975, as amended ( 42 U. S. C. §§ 6101- 6107), which prohibits discrimination on the basis of age;
6) The Drug Abuse Office and Treatment Act of 1972 ( P. L. 92- 255), as amended, relating to nondiscrimination on the basis of drug abuse; 7) The comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 ( P. L. 91- 616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 8) Sections 523 and 527 of the Public Health Service Act of 1912 ( 42 U. S. C. §§ 290 dd- 3and 290 ee- 3), as amended, relating to confidentiality of alcohol and drug abuse patient records;
9) Title VIII of the Civil Rights Act of 1968 ( 42 U. S. C. §§ 3601 et seq.), as amended, relating to nondiscrimination in the sale, rental, or financing of housing; 10) Any other nondiscrimination provisions in the specific statute( s) under which application for Federal assistance is being made; and,
11) the requirements of any other nondiscrimination statute( s) which may apply to the application.
g) Will comply, or has already complied, with the requirements of Titles II and III of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 Uniform Act") (P. L. 91- 646) which provide for fair and equitable treatment of persons displaced or whose property is acquired as a result of Federal or federally -assisted programs. These requirements apply to all interests in real property acquired for project purposes regardless of Federal participation in purchases. The requirements of the Uniform Act are effectuated by U. S. DOT regulation 49 CFR Part 24. h) Will comply, as applicable, with provisions of the Hatch Act (5 U. S. C. §§ 1501-508 and 7324- 7328) which limit the political activities of employees whose principal employment activities are funded in whole or in part with Federal funds. 2 Certifications and Assurances Fiscal Year 2025
i) Will comply, as applicable, with the provisions of the Davis —Bacon Act ( 40 U. S. C. 276a to 276a- 7), the Copeland Act ( 40 U. S. C. § 276c and 18 U. S. C. § 874), and the Contract Work Hours and Safety Standards Act (40 U. S. C. §§ 327- 333), regarding labor standards for federally assisted construction sub -agreements. j) Will comply, if applicable, with flood insurance purchase requirements of Section 102( a) of the Flood Disaster Protection Act of 1973 ( P. L. 93- 234) which requires recipients in a special flood hazard area to participate in the program and to purchase flood insurance if the total cost of insurable construction and acquisition is $ 10, 000 or more. k) Will comply with environmental standards which may be prescribed pursuant to the following:
1) Institution of environmental quality control measures under the National Environmental Policy Act of 1969 ( P. L. 91- 190) and Executive Order (EO) 11514;
2) Notification of violating facilities pursuant to EO 11738; 3) Protection of wetlands pursuant to EO 11990;
4) Evaluation of flood hazards in floodplains in accordance with EO 11988; 5) Assurance of project consistency with the approved State management program developed under the Coastal Zone Management Act of 1972 ( 16 U. S. C. §§ 1451 et seq.);
6) Conformity of Federal actions to State ( Clean Air) Implementation Plans under Section 176( c) of the Clean Air Act of 1955, as amended ( 42 U. S. C. §§ 7401 et seq.);
7) Protection of underground sources of drinking water under the Safe Drinking Water Act of 1974, as amended ( P. L. 93- 523); and
8) Protection of endangered species under the Endangered Species Act of 1973, as amended ( P. L. 93- 205).
1) Will comply with the Wild and Scenic Rivers Act of 1968 ( 16 U. S. C. §§ 1271 et seq.) related to protecting components or potential components of the national wild and scenic rivers system.
m) Will assist the awarding agency in assuring compliance with Section 106 of the National Historic Preservation Act of 1966, as amended ( 16 U. S. C. § 470), EO 11593 identification and protection of historic properties), and the Archaeological and Historic Preservation Act of 1974 ( 16 U. S. C. §§ 469a- 1 et seq.). n) Will comply with P. L. 93- 348 regarding the protection of human subjects involved in research, development, and related activities supported by this award of assistance. o) Will comply with the Laboratory Animal Welfare Act of 1966 ( P. L. 89- 544, as amended, 7 U. S. C. §§ 2131 et seq.) pertaining to the care, handling, and treatment of warm blooded animals held for research, teaching, or other activities supported by this award of assistance.
3 Certifications and Assurances Fiscal Year 2025
p) Will comply with the Lead -Based Paint Poisoning Prevention Act ( 42 U. S. C. §§ 4801 et seq.) which prohibits the use of lead -based paint in construction or rehabilitation of residence structures.
q) Will cause to be performed the required financial and compliance audits in accordance with the Single Audit Act Amendments of 1996 and 2 CFR Part 200, Subpart F, "Audit Requirements", as adopted and implemented by U. S. DOT at 2 CFR Part 1201. r) Will comply with all applicable requirements of all other Federal laws, executive orders, regulations, and policies governing the program under which it is applying for assistance. s) Will comply with the requirements of Section 106( g) of the Trafficking Victims Protection Act ( TVPA) of 2000, as amended ( 22 U. S. C. § 7104) which prohibits grant award recipients or a subrecipient from:
1) Engaging in severe forms of trafficking in persons during the period of time that the award is in effect;
2) Procuring a commercial sex act during the period of time that the award is in effect; or
3) Using forced labor in the performance of the award or subawards under the award.
1.2. Standard Assurances: Additional Assurances for Construction Projects.
This certification appears on the Office ofManagement and Budget' sstandard form 424D Assurances —Construction Programs" and applies specifically to federally assisted projects for construction. This certification has been modified in places to include analogous certifications required by U. S. DOT statutes or regulations.
As the duly authorized representative of the applicant, you certify that the applicant:
a) Will not dispose of, modify the use of, or change the terms of the real property title or other interest in the site and facilities without permission and instructions from the awarding agency; will record the Federal awarding agency directives; and will include a covenant in the title of real property acquired in whole or in part with Federal assistance funds to assure nondiscrimination during the useful life of the project. b) Will comply with the requirements of the assistance awarding agency with regard to the drafting, review, and approval of construction plans and specifications. c) Will provide and maintain competent and adequate engineering supervision at the construction site to ensure that the complete work confirms with the approved plans and specifications, and will furnish progressive reports and such other information as may be required by the assistance awarding agency or State.
4 Certifications and Assurances Fiscal Year 2025
1. 3. Procurement.
The Uniform Administrative Requirements, 2 CFR § 200. 325, allow a recipient to self -certify
that its procurement system complies with Federal requirements, in lieu ofsubmitting to certain preprocurement reviews.
The applicant certifies that its procurement system complies with:
a) U. S. DOT regulations, " Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards," 2 CFR Part 1201, which incorporates by reference U. S. OM13 regulatory guidance, " Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards," 2 CFR Part 200, particularly 2 CFR §§ 200. 317-27 "Procurement Standards;
b) Federal laws, regulations, and requirements applicable to FTA procurements; and c) The latest edition of FTA Circular 4220. 1and other applicable Federal guidance.
1. 4. Increased Micro -Purchase Threshold.
A recipient may establish a micro purchase threshold that is higher than the Federal micro - purchase threshold. Pursuant to 2 CFR § 200. 320( a)( 1)( iv), the recipient may self -certify a micro purchase threshold up to $ 50, 000. Pursuant to 2 CFR § 200. 320( a)( 1)(v), the recipient may set a micro purchase threshold higher than $ 50, 000, but only with the approval ofthe recipient' s
Federal cognizant agency for indirect costs. To determine an applicant' scognizant agency for indirect costs, consult the definition of "cognizant agency for indirect costs" in 2 CFR § 200. 1.
If the recipient uses a micro -purchase threshold that is higher than the Federal micro -purchase threshold, the recipient certifies:
a) The recipient' s
micro - purchase threshold does not exceed $ 50, 000, or the recipient has approval from its Federal cognizant agency for indirect costs to use a higher micro - purchase threshold;
b) The recipient has a written justification for its micro -purchase threshold; and c) The recipient has supporting documentation of any of the following:
1) The recipient qualifies as a low -risk auditee, in accordance with the criteria in 2 CFR § 200. 520 for the most recent audit;
2) The recipient has an annual internal institutional risk assessment to identify, mitigate, and manage financial risks; or
3) For public institutions, a higher threshold is consistent with State law. 5 Certifications and Assurances Fiscal Year 2025
1. 5. Suspension and Debarment.
Pursuant to Executive Order 12549, as implemented at 2 CFR Parts 180 and 1200, prior to entering into a covered transaction with an applicant, FTA must determine whether the applicant is excluded from participating in covered non procurement transactions. For this purpose, FTA is authorized to collect a certification from each applicant regarding the applicant' sexclusion status. 2 CFR § 180. 30. Additionally, each applicant must disclose any information required by 2 CFR § 180. 335 about the applicant and the applicant' sprincipals prior to entering into an award agreement with FTA. This certification serves both purposes.
The applicant certifies, to the best of its knowledge and belief, that the applicant and each of its principals:
a) Is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily or involuntarily excluded from covered transactions by any Federal department or agency;
b) Has not, within the preceding three years, been convicted of or had a civil judgment rendered against him or her for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public or private agreement or transaction; violation of Federal or State antitrust statutes, including those proscribing price fixing between competitors, allocation of customers between competitors, and bid rigging; commission of embezzlement, theft, forgery, bribery, falsification or destruction ofrecords, making false statements, tax evasion, receiving stolen property, making false claims, or obstruction ofjustice; or commission of any other offense indicating a lack of business integrity or business honesty;
c) Is not presently indicted for or otherwise criminally or civilly charged by a governmental entity ( Federal, State, or local) with commission of any offense described in paragraph b) of this certification; and
d) Has not, within the preceding three years, had one or more public transactions ( Federal, State, or local) terminated for cause or default.
1.6. Lobbying.
Ifthe applicant will apply for a grant or cooperative agreement exceeding $ 100, 000, or a loan, line ofcredit, loan guarantee, or loan insurance exceeding $ 150, 000, it must make the following certification and, ifapplicable, make a disclosure regarding the applicant' slobbying activities.
This certification is required by 49 CFR § 20. 110 and app. A to that part.
This certification does not apply to an applicant that is an Indian Tribe, Indian organization, or an Indian tribal organization exempt from the requirements of 49 CFR Part 20. 6 Certifications and Assurances Fiscal Year 2025
1. 6.. Certification for Contracts, Grants, Loans, and Cooperative Agreements.
The undersigned certifies, to the best of his or her knowledge and belief, that:
a) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. b) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form- LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. c) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers ( including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly.
This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U. S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $ 10, 000 and not more than $ 100, 00 for each such failure.
1. 6.2. Statementfor Loan Guarantees and Loan Insurance.
The undersigned states, to the best of his or her knowledge and belief, that:
If any funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this commitment providing for the United States to insure or guarantee a loan, the undersigned shall complete and submit Standard Form- LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions.
Submission of this statement is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U. S. Code. Any person who fails to file the required statement 7 Certifications and Assurances Fiscal Year 2025
shall be subject to a civil penalty of not less than $ 10, 000 and not more than $ 100, 00 for each such failure.
1. 7. Real Property Use
This
Office
certification
ofInspector
responds
General
to
Report
Recommendation #
FS2024025 ( May
7 in
20,
the
2024).
U. S. Department of Transportation' s
Ifthe applicant will use assistance provided by the Federal Transit Administration to acquire or improve real property, the applicant certifies that it will comply with the requirements of 2 CFR 200. 311, including but not limited to, requirements to use the property for the purposes authorized in its award, and to seek disposition instructions from FTA when the property no longer is needed for any authorized purpose.
CATEGORY 2. PUBLIC TRANSPORTATION AGENCY SAFETY PLANS
This certification is required of each applicant under the Urbanized Area Formula Grants Program ( 49 U. S. C. § 5307), each rail operator that is subject to FTA' sstate safety oversight programs, and each State that is required to draft and certify a Public Transportation Agency Safety Plan on behalf of a Small Public Transportation Provider ( as that term is defined at 49 CFR § 673. 5) pursuant to 49 CFR § 673. 11( d).
This certification is required by 49 U. S. C. § 5307( c)( 1)( L), 49 U. S. C. § 5329( d)( 1), and 49 CFR 673. 13. This certification is a condition ofreceipt of Urbanized Area Formula Grants Program 49 U. S. C. § 5307), funding.
This certification does not apply to any applicant that only receives financial assistance from FTA under the Formula Grants for the Enhanced Mobility ofSeniors Program ( 49 U. S. C. 5310), the Formula Grants for Rural Areas Program ( 49 U. S. C. § 5311), or combination of these two programs, unless it operates a rail fixed guideway public transportation system.
Ifthe applicant is an operator, the applicant certifies that it has established a Public Transportation Agency Safety Plan meeting the requirements of 49 U. S. C. § 5329( d)( 1) and 49 CFR Part 673; including, specifically, that the board of directors ( or equivalent entity) of the applicant has approved, or, in the case of an applicant that will apply for assistance under 49 U. S. C. § 5307 that is serving an urbanized area with a population of 200, 00 or more, the safety committee of the entity established under 49 U. S. C. § 5329( d)( 5), followed by the board of directors ( or equivalent entity) of the applicant has approved, the Public Transportation Agency Safety Plan or any updates thereto; and, for each recipient serving an urbanized area with a population of fewer than 200, 00, that the Public Transportation Agency Safety Plan has been developed in cooperation with frontline employee representatives. 8 Certifications and Assurances Fiscal Year 2025
If the applicant is a State that drafts and certifies a Public Transportation Agency Safety Plan on behalf of a public transportation operator, the applicant certifies that:
a) It has drafted and certified a Public Transportation Agency Safety Plan meeting the requirements of 49 U. S. C. § 5329( d)( 1) and 49 CFR Part 673 for each Small Public Transportation Provider ( as that term is defined at 49 CFR § 673. 5) in the State, unless the Small Public Transportation Provider provided notification to the State that it was opting out of the State - drafted plan and drafting its own Public Transportation Agency Safety Plan; and
b) Each Small Public Transportation Provider within the State that opts to use a State - drafted Public Transportation Agency Safety Plan has a plan that has been approved by the provider' s
Accountable Executive ( as that term is defined at 49 CFR § 673. 5), Board of Directors or Equivalent Authority ( as that term is defined at 49 CFR § 673. 5), and,if the Small Public Transportation Provider serves an urbanized area with a population of 200, 00 or more, the safety committee of the Small Public Transportation Provider established under 49 U. S. C. § 5329( d)( 5).
CATEGORY 3. TAX LIABILITY AND FELONY CONVICTIONS.
Ifthe applicant is a business association ( regardless offorprofit, not for- profit, or tax- exempt status), it must make this certification. Federal appropriations acts since at least 2014 have prohibited FTA from usingfunds to enter into an agreement with any corporation that has unpaid Federal tax liabilities or recent felony convictions withoutfirst considering the corporation for debarment. E. g., Further Consolidated Appropriations Act, 2024, Pub. L. 118- 47, div. B, tit. VII, sC§ 744-5. U. S. DOT Order 4200. 6defines a " corporation" as " any private corporation, partnership, trust, joint- stock company, sole proprietorship, or other business association ", and applies the restriction to all tiers of subawards. As prescribed by U. S. DOT Order 4200. 6, FTA requires each business association applicant to certify as to its tax and felony status.
If the applicant is a private corporation, partnership, trust, joint- stock company, sole proprietorship, or other business association, the applicant certifies that:
a) It has no unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a
timely manner pursuant to an agreement with the authority responsible for collecting the tax liability; and
b) It has not been convicted of a
felony criminal violation under any Federal law within the preceding 24 months.
9 Certifications and Assurances Fiscal Year 2025
CATEGORY 4. PRIVATE SECTOR PROTECTIONS.
Ifthe applicant will apply forfunds that it will use to acquire or operate public transportation facilities or equipment, the applicant must make the following certification regarding protections for the private sector.
4.1. Charter Service Agreement.
To enforce the provisions of 49 U. S. C. § 5323( d), FTA' s charter service regulation requires each applicant seeking assistance from FTA for the purpose of acquiring or operating any public transportation equipment or facilities to make the following Charter Service Agreement. 49 CFR 604. 4.
The applicant agrees that it, and each of its subrecipients, and thirdparty contractors at any level who use FTA- funded vehicles, may provide charter service using equipment or facilities acquired with Federal assistance authorized under the Federal Transit Laws only in compliance with the regulations set out in 49 CFR Part 604, the terms and conditions of which are incorporated herein by reference.
4.2. School Bus Agreement.
To enforce the provisions of 49 U. S. C. § 53230, FTA' sschool bus regulation requires each applicant seeking assistance from FTA for the purpose of acquiring or operating any public transportation equipment orfacilities to make the following agreement regarding the provision of school bus services. 49 CFR § 605. 15.
a) Ifthe applicant is not authorized by the FTA Administrator under 49 CFR § 605. 11 to engage in school bus operations, the applicant agrees and certifies as follows:
1) The applicant and any operator of project equipment agrees that it will not engage in school bus operations in competition with private school bus operators. 2) The applicant agrees that it will not engage in any practice which constitutes a means of avoiding the requirements of this agreement, part 605 of the Federal Mass Transit Regulations, or section 164( b) of the Federal - Aid Highway Act of 1973 ( 49 U. S. C. 1602a( b)).
b) If the applicant is authorized or obtains authorization from the FTA Administrator to engage in school bus operations under 49 CFR § 605. 11, the applicant agrees as follows:
1) The applicant agrees that neither it nor any operator of project equipment will engage in school bus operations in competition with private school bus operators except as provided herein.
2) The applicant, or any operator of project equipment, agrees to promptly notify the FTA Administrator of any changes in its operations which might jeopardize the continuation of an exemption under § 605. 11.
10 Certifications and Assurances Fiscal Year 2025
3) The applicant agrees that it will not engage in any practice which constitutes a means of avoiding the requirements of this agreement, part 605 of the Federal Transit Administration regulations or section 164( b) of the Federal -Aid Highway Act of 1973 ( 49 U. S. C. 1602a( b)).
4) The applicant agrees that the project facilities and equipment shall be used for the provision of mass transportation services within its urban area and that any other use of project facilities and equipment will be incidental to and shall not interfere with the use of such facilities and equipment in mass transportation service to the public.
CATEGORY 5. TRANSIT ASSET MANAGEMENT PLAN.
Ifthe applicant owns, operates, or manages capital assets used to provide public transportation, the following certification is required by 49 U. S. C. § 5326( a).
The applicant certifies that it is in compliance with 49 CFR Part 625.
CATEGORY 6. ROLLING STOCK BUY AMERICA REVIEWS AND BUS TESTING.
6. 1. Rolling Stock Buy America Reviews.
Ifthe applicant will apply for an award to acquire rolling stock for use in revenue service, it must make this certification. This certification is required by 49 CFR § 663. 7.
The applicant certifies that it will conduct or cause to be conducted the pre -award and post - delivery audits prescribed by 49 CFR Part 663 and will maintain on file the certifications required by Subparts B, C, and D of 49 CFR Part 663.
6. 2. Bus Testing.
Ifthe applicant will apply forfunds for the purchase or lease of any new bus model, or any bus model with a major change in configuration or components, the applicant must make this certification. This certification is required by 49 CFR § 665. 7.
The applicant certifies that the bus was tested at the Bus Testing Facility established in accordance with 49 U. S. C. § 5318 ( currently the Larson Transportation Institute' s Bus Research and Testing Center at Pennsylvania State University) and that the bus received a passing test score as required by 49 CFR Part 665. The applicant has received or will receive the appropriate full Bus Testing Report and any applicable partial testing reports before final acceptance of the first vehicle.
11 Certifications and Assurances Fiscal Year 2025
CATEGORY 7. URBANIZED AREA FORMULA GRANTS PROGRAM.
Ifthe applicant will apply for an award under the Urbanized Area Formula Grants Program 49 U. S. C. § 5307), or any other program or award that is subject to the requirements of 49 U. S. C. § 5307, including the Formula Grants for the Enhanced Mobility ofSeniors Program 49 U. S. C. § 5310); "flex funds" from infrastructure programs administered by the Federal Highways Administration ( see 49 U. S. C. § 5334( i)); projects that will receive an award authorized by the Transportation Infrastructure Finance and Innovation Act (" TIFIA') 23 U. S. C. §§ 601- 609) or State Infrastructure Bank Program ( 23 U. S. C. § 610) (see 49 U. S. C. 5323( o)); formula awards or competitive awards to urbanized areas under the Grants for Buses and Bus Facilities Program ( 49 U. S. C. § 5339( a) and (b)); or low or no emission awards to any area under the Grants for Buses and Bus Facilities Program ( 49 U. S. C. § 5339( c)), the applicant must make the following certification. This certification is required by 49 U. S. C. 5307( c)( 1).
The applicant certifies that it:
a) Has or will have the legal, financial, and technical capacity to carry out the program of projects ( developed pursuant 49 U. S. C. § 5307( b)), including safety and security aspects of the program;
b) Has or will have satisfactory continuing control over the use of equipment and facilities; c) Will maintain equipment and facilities in accordance with the applicant' s transit asset
management plan;
d) Will ensure that, during non -peak hours for transportation using or involving a facility or
equipment of a project financed under this section, a fare that is not more than 50 percent of the peak hour fare will be charged for any —
1) Senior;
2) Individual who, because of illness, injury, age, congenital malfunction, or any other incapacity or temporary or permanent disability ( including an individual who is a wheelchair user or has semi - ambulatory capability), cannot use a public transportation service or a public transportation facility effectively without special facilities, planning, or design; and
3) Individual presenting a Medicare card issued to that individual under title II or XVIII of the Social Security Act ( 42 U. S. C. §§ 401 et seq., and 1395 et seq.); e) In carrying out a procurement under 49 U. S. C. § 5307, will comply with 49 U. S. C. 5323 ( general provisions) and 5325 ( contract requirements); f) Has complied with 49 U. S. C. § 5307( b) ( program of projects requirements); g) Has available and will provide the required amounts as provided by 49 U. S. C. § 5307( d) cost sharing);
h) Will comply with 49 U. S. C. §§ 5303 ( metropolitan transportation planning) and 5304 statewide and nonmetropolitan transportation planning); 12 Certifications and Assurances Fiscal Year 2025
i)
i)
Has a
locally developed process to solicit and consider public comment before raising a fare or carrying out a major reduction of transportation; Either —
1) Will expend for each fiscal year for public transportation security projects, including increased lighting in or adjacent to a public transportation system including bus stops, subway stations, parking lots, and garages), increased camera surveillance of an area in or adjacent to that system, providing an emergency telephone line to contact law enforcement or security personnel in an area in or adjacent to that system, and any other project intended to increase the security and safety of an existing or planned public transportation system, at least 1 percent of the amount the recipient receives for each fiscal year under 49 U. S. C. 5336; or
2) Has decided that the expenditure for security projects is not necessary; k) In the case of an applicant for an urbanized area with a population of not fewer than 200, 00 individuals, as determined by the Bureau of the Census, will submit an annual report listing projects carried out in the preceding fiscal year under 49 U. S. C. § 5307 for associated transit improvements as defined in 49 U. S. C. § 5302; and 1) Will comply with 49 U. S. C. § 5329( d) ( public transportation agency safety plan).
CATEGORY 8. FORMULA GRANTS FOR RURAL AREAS.
Ifthe applicant will apply for funds made available to it under the Formula Grants for Rural Areas Program ( 49 U. S. C. § 5311), it must make this certification. Paragraph (a) ofthis certification helps FTA make the determinations required by 49 U. S. C. § 5311( b)( 2)( C).
Paragraph (b) ofthis certification is required by 49 U. S. C. § 5311( j9( 2). Paragraph ( c) ofthis certification, which applies to funds apportioned for the Appalachian Development Public Transportation Assistance Program, is necessary to enforce the conditions of 49 U. S. C. 5311( c) ( 2) (D).
a) The applicant certifies that its State program for public transportation service projects, including agreements with private providers for public transportation service — 1) Provides a fair distribution of amounts in the State, including Indian reservations; and
2) Provides the maximum feasible coordination of public transportation service assisted under 49 U. S. C. § 5311 with transportation service assisted by other Federal sources; and
b) Ifthe applicant will in any fiscal year expend less than 15% of the total amount made available to it under 49 U. S. C. § 5311 to carry out a program to develop and support intercity bus transportation, the applicant certifies that it has consulted with affected 13 Certifications and Assurances Fiscal Year 2025
intercity bus service providers, and the intercity bus service needs of the State are being met adequately.
c) If the applicant will use for a highway project amounts that cannot be used for operating expenses authorized under 49 U. S. C. § 5311( c)( 2) ( Appalachian Development Public Transportation Assistance Program), the applicant certifies that — 1) It has approved the use in writing only after providing appropriate notice and an opportunity for comment and appeal to affected public transportation providers; and
2) It has determined that otherwise eligible local transit needs are being addressed.
CATEGORY 9. FIXED GUIDEWAY CAPITAL INVESTMENT GRANTS AND THE
EXPEDITED PROJECT DELIVERY FOR CAPITAL INVESTMENT GRANTS PILOT PROGRAM.
Ifthe applicant will applyfor an award under any subsection ofthe Fixed Guideway Capital Investment Program (49 U. S. C. § 5309), including an award made pursuant to the FAST Act' s Expedited Project Delivery for Capital Investment Grants Pilot Program ( Pub. L. 114- 94, div. A, title III, § 3005( b)), the applicant must make the following certification. This certification is required by 49 U. S. C. § 5309( c)( 2) and Pub. L. 114- 94, div. A, title III, § 3005( b)( 3)( B).
The applicant certifies that it:
a) Has or will have the legal, financial, and technical capacity to carry out its Award, including the safety and security aspects of that Award, b) Has or will have satisfactory continuing control over the use of equipment and facilities acquired or improved under its Award.
c) Will maintain equipment and facilities acquired or improved under its Award in accordance with its transit asset management plan; and
d) Will comply with 49 U. S. C. §§ 5303 ( metropolitan transportation planning) and 5304 statewide and nonmetropolitan transportation planning).
CATEGORY 10. GRANTS FOR BUSES AND BUS FACILITIES AND LOW OR NO EMISSION VEHICLE DEPLOYMENT GRANT PROGRAMS.
Ifthe applicant is in an urbanized area and will applyfor an award under subsection ( a) formula grants), subsection ( b) (buses and bus facilities competitive grants), or subsection ( c) low or no emissions grants) ofthe Grants for Buses and Bus Facilities Program ( 49 U. S. C. 5339), the applicant must make the certification in Category 7for Urbanized Area Formula Grants ( 49 U. S. C. § 5307). This certification is required by 49 U. S. C. § 5339( a)( 3), ( b)( 6), and c) (3), respectively.
14 Certifications and Assurances Fiscal Year 2025
Ifthe applicant is in a rural area and will apply for an award under subsection ( a) (formula grants), subsection ( b) (bus and bus facilities competitive grants), or subsection ( c) (low or no emissions grants) ofthe Grants for Buses and Bus Facilities Program ( 49 U. S. C. § 5339), the applicant must make the certification in Category 8 for Formula Grants for Rural Areas 49 U. S. C. § 5311). This certification is required by 49 U. S. C. § 5339( a)( 3), ( b)( 6), and (c)( 3), respectively.
Making this certification will incorporate by reference the applicable certifications in Category 7 or Category 8.
Ifthe applicant will receive a competitive award under subsection ( b) (buses and bus facilities competitive grants), or subsection ( c) (low or no emissions grants) ofthe Grants for Buses and Bus Facilities Program ( 49 U. S. C. § 5339) related to zero emissions vehicles or related infrastructure, it must make the following certification. This certification is required by 49 U. S. C. § 5339( d).
The applicant will use 5 percent of grants related to zero emissions vehicles ( as defined in 49 U. S. C. § 5339( c)( 1)) or related infrastructure under 49 U. S. C. § 5339( b) or ( c) to fund workforce development training as described in section 49 U. S. C. § 5314( b)( 2) ( including registered apprenticeships and other labor- management training programs) under the recipient' s plan to address the impact of the transition to zero emission vehicles on the applicant' s current
workforce; or the applicant certifies a smaller percentage is necessary to carry out that plan.
CATEGORY 11. ENHANCED MOBILITY OF SENIORS AND INDIVIDUALS WITH DISABILITIES PROGRAMS.
Ifthe applicant will apply for an award under the Formula Grants for the Enhanced Mobility of Seniors and Individuals with Disabilities Program ( 49 U. S. C. § 5310), it must make the certification in Category 7for Urbanized Area Formula Grants ( 49 U. S. C. § 5307). This certification is required by 49 U. S. C. § 5310( e)( 1). Making this certification will incorporate by reference the certification in Category 7, except that FTA has determined that (d), (f), (i), (j), and k) of Category 7 do not apply to awards made under 49 U. S. C. § 5310 and will not be enforced.
In addition to the certification in Category 7, the applicant must make the following certification that is specific to the Formula Grants for the Enhanced Mobility of Seniors and Individuals with Disabilities Program. This certification is required by 49 U. S. C. § 5310( e)( 2).
The applicant certifies that:
a) The projects selected by the applicant are included in a locally developed, coordinated
public transit -human services transportation plan;
15 Certifications and Assurances Fiscal Year 2025
b) The plan described in clause ( a) was developed and approved through a process that included participation by seniors, individuals with disabilities, representatives of public, private, and nonprofit transportation and human services providers, and other members of the public;
c) To the maximum extent feasible, the services funded under 49 U. S. C. § 5310 will be coordinated with transportation services assisted by other Federal departments and agencies, including any transportation activities carried out by a recipient of a grant from
the Department of Health and Human Services; and
d) If the applicant will allocate funds received under 49 U. S. C. § 5310 to subrecipients, it will do so on a fair and equitable basis.
CATEGORY 12. STATE OF GOOD REPAIR GRANTS.
Ifthe applicant will applyfor an award under FTA' sState of Good Repair Grants Program 49 U. S. C. § 5337), it must make the following certification. Because FTA generally does not review the transit asset management plans ofpublic transportation providers, the asset management certification is necessary to enforce the provisions of 49 U. S. C. § 5337( a)( 4). The certification with regard to acquiring restricted rail rolling stock is required by 49 U. S. C. 5323( u)( 4). Note that this certification is not limited to the use ofFederal funds.
The applicant certifies that the projects it will carry out using assistance authorized by the State of Good Repair Grants Program, 49 U. S. C. § 5337, are aligned with the applicant' s most recent
transit asset management plan and are identified in the investment and prioritization section of such plan, consistent with the requirements of 49 CFR Part 625.
Ifthe applicant operates a rail fixed guideway service, the applicant certifies that, in the fiscal year for which an award is available to the applicant under the State of Good Repair Grants Program, 49 U. S. C. § 5337, the applicant will not award any contract or subcontract for the procurement of rail rolling stock for use in public transportation with a rail rolling stock manufacturer described in 49 U. S. C. § 5323( u)( 1).
CATEGORY 13. INFRASTRUCTURE FINANCE PROGRAMS.
Ifthe applicant will apply for an awardfor a project that will include assistance under the Transportation Infrastructure Finance and Innovation Act (" TIFIA ") Program ( 23 U. S. C. i
601- 609) or the State Infrastructure Banks (" SIB") Program ( 23 U. S. C. § 610), it must make the certifications in Category 7 for the Urbanized Area Formula Grants Program, Category 9 for the Fixed Guideway Capital Investment Grants program, and Category 12 for the State of Good Repair Grants program. These certifications are required by 49 U. S. C. § 5323( o).
Making this certification will incorporate the certifications in Categories 7, 9, and 12 by reference.
16 Certifications and Assurances Fiscal Year 2025
CATEGORY 14. ALCOHOL AND CONTROLLED SUBSTANCES TESTING.
Ifthe applicant will apply for an award under FTA' s Urbanized Area Formula Grants Program 49 U. S. C. § 5307), Fixed Guideway Capital Investment Program ( 49 U. S. C. § 5309), Formula Grants for Rural Areas Program ( 49 U. S. C. § 5311), or Grants for Buses and Bus Facilities Program ( 49 U. S. C. § 5339) programs, the applicant must make the following certification. The applicant must make this certification on its own behalf and on behalf ofits subrecipients and contractors. This certification is required by 49 CFR § 655. 83.
The applicant certifies that it, its subrecipients, and its contractors are compliant with FTA' s regulation for the Prevention of Alcohol Misuse and Prohibited Drug Use in Transit Operations, 49 CFR Part 655.
CATEGORY 15. RAIL SAFETY TRAINING AND OVERSIGHT.
Ifthe applicant is a State with at least one railfixed guideway system, or is a State Safety Oversight Agency, or operates a railfixed guideway system, it must make the following certification. The elements ofthis certification are required by 49 CFR §§ 672. 31 and 674. 39.
The applicant certifies that the rail fixed guideway public transportation system and the State Safety Oversight Agency for the State are:
a) Compliant with the requirements of 49 CFR Part 672, "Public Transportation Safety Certification Training Program"; and
b) Compliant with the requirements of 49 CFR Part 674, "Sate Safety Oversight".
CATEGORY 16. DEMAND RESPONSIVE SERVICE.
Ifthe applicant operates demand responsive service and will apply for an award to purchase a non -rail vehicle that is not accessible within the meaning of 49 CFR Part 37, it must make the following certification. This certification is required by 49 CFR § 37. 77.
The applicant certifies that the service it provides to individuals with disabilities is equivalent to that provided to other persons. A demand responsive system, when viewed in its entirety, is deemed to provide equivalent service if the service available to individuals with disabilities, including individuals who use wheelchairs, is provided in the most integrated setting appropriate to the needs of the individual and is equivalent to the service provided other individuals with respect to the following service characteristics:
a) Response time;
b) Fares;
c) Geographic area of service;
d) Hours and days of service;
17 Certifications and Assurances Fiscal Year 2025
e)
f)
g)
Restrictions or priorities based on trip purpose;
Availability of information and reservation capability; and Any constraints on capacity or service availability.
CATEGORY 17. INTEREST AND FINANCING COSTS.
Ifthe applicant will pay for interest or otherfinancing costs of a project using assistance awarded under the Urbanized Area Formula Grants Program ( 49 U. S. C. § 5307), the Fixed Guideway Capital Investment Grants Program ( 49 U. S. C. § 5309), or any program that must comply with the requirements of 49 U. S. C. § 5307, including the Formula Grants for the Enhanced Mobility of Seniors Program ( 49 U. S. C. § 5310), "flex funds" from infrastructure programs administered by the Federal Highways Administration ( see 49 U. S. C. § 5334( i)), or awards to urbanized areas under the Grants for Buses and Bus Facilities Program ( 49 U. S. C. 5339), the applicant must make the following certification. This certification is required by 49 U. S. C. §§ 5307( e)( 3) and 5309( k)( 2)( D).
The applicant certifies that:
a) Its application includes the cost of interest earned and payable on bonds issued by the applicant only to the extent proceeds of the bonds were or will be expended in carrying out the project identified in its application; and
b) The applicant has shown or will show reasonable diligence in seeking the most favorable financing terms available to the project at the time of borrowing.
CATEGORY 18. CYBERSECURITY CERTIFICATION FOR RAIL ROLLING STOCK AND OPERATIONS.
Ifthe applicant operates a railfixed guideway public transportation system, it must make this certification. This certification is required by 49 U. S. C. § 5323( v). For information about standards or practices that may apply to a railfixed guideway public transportation system, visit https:// www. nist. gov/ cyberframework and https:// www. cisa. gov/.
The applicant certifies that it has established a
process to develop, maintain, and execute a
written plan for identifying and reducing cybersecurity risks that complies with the requirements of 49 U. S. C. § 5323( v)( 2).
CATEGORY 19. PUBLIC TRANSPORTATION ON INDIAN RESERVATIONS
FORMULA AND DISCRETIONARY PROGRAM (TRIBAL TRANSIT
PROGRAMS).
Before FTA may provide Federal assistance for an Award financed under either the Public Transportation on Indian Reservations Formula or Discretionary Program authorized under 49 U. S. C. § 5311( c)( 1), as amended by the FAST Act, (Tribal Transit Programs), the applicant 18 Certifications and Assurances Fiscal Year 2025
must select the Certifications in this Category, except as FTA determines otherwise in writing.
Tribal Transit Program applicants may certify to this Category and Category 1 ( Certifications and Assurances Required ofEvery Applicant) and need not make any other certification, to meet Tribal Transit Program certification requirements. If an applicant will apply for any program in addition to the Tribal Transit Program, additional certifications may be required.
FTA has established terms and conditions for Tribal Transit Program grants financed with Federal assistance appropriated or made available under 49 U. S. C. § 5311( c)( 1). The applicant certifies that:
a) It has or will have the legal, financial, and technical capacity to carry out its Award, including the safety and security aspects of that Award. b) It has or will have satisfactory continuing control over the use of its equipment and facilities acquired or improved under its Award.
c) It will maintain its equipment and facilities acquired or improved under its Award, in accordance with its transit asset management plan and consistent with FTA regulations, Transit Asset Management," 49 CFR Part 625. Its Award will achieve maximum feasible coordination with transportation service financed by other federal sources. d) With respect to its procurement system:
1) It will have a procurement system that complies with U. S. DOT regulations, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards," 2 CFR Part 1201, which incorporates by reference U. S. OMB regulatory guidance, " Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards," 2 CFR Part 200, for Awards made on or after December 26, 2014,
2) It will have a procurement system that complies with U. S. DOT regulations, Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments," 49 CFR Part 18, specifically former 49 CFR
18. 36, for Awards made before December 26, 2014, or
3) It will inform FTA promptly if its procurement system does not comply with either of those U. S. DOT regulations.
e) It will comply with the Certifications, Assurances, and Agreements in:
1)
2)
3)
4)
5)
6)
Category 4. 1 and 4. 2 (Charter Service Agreement and School Bus Agreement), Category 5 ( Transit Asset Management Plan),
Category 6. 1 and 6. 2 (Rolling Stock Buy America Reviews and Bus Testing), Category 8 ( Formula Grants for Rural Areas),
Category 14 ( Alcohol and Controlled Substances Testing), and Category 16 ( Demand Responsive Service).
19 Certifications and Assurances Fiscal Year 2025
CATEGORY 20. EMERGENCY RELIEF PROGRAM.
An applicant to the Public Transportation Emergency Relief Program, 49 U. S. C. § 5324, must make the following certification. The certification is required by 49 U. S. C. § 53240 and must be made before the applicant can receive a grant under the Emergency Reliefprogram.
The applicant certifies that the applicant has insurance required under State law for all structures related to the emergency relief program grant application. 20 Certifications and Assurances Fiscal Year 2025
FEDERAL FISCAL YEAR 2025 CERTIFICATIONS AND ASSURANCES FOR FTA
ASSISTANCE PROGRAMS
Signature pages alternate to providing Certifications and Assurances in TrAMS.) Name of Applicant: City of Lathrop
The Applicant certifies to the applicable provisions of all categories: ( check here) X Or,
The Applicant certifies to the applicable provisions of the categories it has selected:
Category Certification
01 Certifications and Assurances Required of Every Applicant 02 Public Transportation Agency Safety Plans
03 Tax Liability and Felony Convictions
04 Private Sector Protections
05 Transit Asset Management Plan
06 Rolling Stock Buy America Reviews and Bus Testing
07 Urbanized Area Formula Grants Program
08 Formula Grants for Rural Areas
09 Fixed Guideway Capital Investment Grants and the Expedited Project Delivery for Capital Investment Grants Pilot Program 10 Grants for Buses and Bus Facilities and Low or No Emission Vehicle Deployment Grant Programs
11 Enhanced Mobility of Seniors and Individuals with Disabilities Programs
1 Certifications and Assurances Fiscal Year 2025
12 State of Good Repair Grants
13 Infrastructure Finance Programs
14 Alcohol and Controlled Substances Testing
15 Rail Safety Training and Oversight
16 Demand Responsive Service
17 Interest and Financing Costs
18 Cybersecurity Certification for Rail Rolling Stock and Operations
19 Tribal Transit Programs
20 Emergency Relief Program
CERTIFICATIONS AND ASSURANCES SIGNATURE PAGE
AFFIRMATION OF APPLICANT
Name of the Applicant: City of Lathrop
BY SIGNING BELOW, on behalf of the Applicant, I declare that it has duly authorized me to make these Certifications and Assurances and bind its compliance. Thus, it agrees to comply with all federal laws, regulations, and requirements, follow applicable federal guidance, and comply with the Certifications and Assurances as indicated on the foregoing page applicable to each application its Authorized Representative makes to the Federal Transit Administration ( FTA) in the federal fiscal year, irrespective of whether the individual that acted on his or her Applicant' sbehalf continues to represent it.
The Certifications and Assurances the Applicant selects apply to each Award for which it now seeks, or may seek in the future, of federal assistance to be awarded by FTA during the federal fiscal year.
The Applicant affirms the truthfulness and accuracy of the Certifications and Assurances it has selected in the statements submitted with this document and any other submission made to FTA, and acknowledges that the Program Fraud Civil Remedies Act of 1986, 31 U. S. C. § 3801 et seq., and implementing U. S. DOT regulations, Program Fraud Civil Remedies," 49 CFR part 31, apply to any certification, assurance or submission made to FTA. The criminal provisions of 18 U. S. C. § 1001 apply to any certification, assurance, or submission made in connection with a federal public transportation program authorized by 49 U. S. C. chapter 53 or any other statute In signing this document, I declare under penalties of perjury that the foregoing Certifications and Assurances, and any other statements made by me on behalf of the Applicant are true and accurate.
Signature Date: 8/ 11/ 2025
2 Certifications and Assurances Fiscal Year 2025
Stephen J. Salvatore, City Manager
Name Authorized Representative ofApplicant
AFFIRMATION OF APPLICANT' SATTORNEY
For (Name of Applicant): City of Lathrop
As the undersigned Attorney for the above -named Applicant, I hereby affirm the Applicant has the authority under state, local, or tribal government law, as applicable, to make and comply with the Certifications and Assurances as indicated on the foregoing pages. I further affirm that, in my opinion, the Certifications and Assurances have been legally made and constitute legal and binding obligations on it.
I further affirm that, to the best of my knowledge, there is no legislation or litigation pending or imminent that might adversely affect the validity ofthese Certifications and Assurances, or of the performance of its FTA assisted Award.
Signature Date: 8/ 11/ 2025
Name Salvador Navarrete Attorney for Applicant
Each Applicant for federal assistance to be awarded by FTA must provide an Affirmation ofApplicant' sAttorney pertaining to the Applicant' slegal capacity. The Applicant may enter its electronic signature in lieu of the Attorney' ssignature within TrAMS, provided the Applicant has on file and uploaded to TrAMS this hard -copy Affirmation, signed by the attorney and dated this federalfiscal year. 3 ATTACHMENT""[""
UNITED STATES OF AMERICA
DEPARTMENT OF TRANSPORTATION
FEDERAL TRANSIT ADMINISTRATION
SUPPLEMENTAL AGREEMENT
Attachment to FTA G- 20, October 1, 2013)
It is the practice of the Federal Transit Administration to enter into a formal agreement with the Designated Recipient for projects that the Designated Recipient does not carry out directly.
Under this Grant Agreement, the Grant Recipient is not the Designated Recipient. Therefore, the Designated Recipient hereby agrees to permit the Grant Recipient under this Grant Agreement to receive and dispense the Federal assistance funds described in this Grant Agreement. The Designated Recipient further agrees that the Grant Recipient shall assume all responsibilities set forth in this Grant Agreement.
The Federal Government and the Grant Recipient under this Grant Agreement hereby agree that the Designated Recipient is not in any manner subject to or responsible for the terms and conditions of this Grant Agreement and is a party to this Grant Agreement only to assign the right to receive and dispense Federal funds to the Grant Recipient as described above.
Signature: Date:
Name ( Print/ Type):
Authorized Official
Federal Transit Administration
Signature: Date:
Name ( Print/ Type):
Authorized Official
Designated Recipient
Signature: Date:
Name ( Print/ Type):
Authorized Official
Grant Recipient
ATTACHMENT " E "
UNITED STATES OF AMERICA
DEPARTMENT OF TRANSPORTATION
FEDERAL TRANSIT ADMINISTRATION
MASTER AGREEMENT
For Federal Transit Administration Agreements authorized by 49 U. S. C. chapter 53 and Title 23, United States Code (Highways), as amended by the Infrastructure Investment and Jobs Act of 2021 ( IIJA), the Fixing America' sSurface Transportation (FAST) Act, the Moving Ahead for Progress in the 21st Century Act MAP -21), the Safe, Accountable, Flexible, Efficient Transportation Equity Act: A Legacy for Users ( SAFETEA- LU), the SAFETEA- LU Technical Corrections Act of 2008, or other federal laws that FTA administers.
FTA MA( 33)
April 25, 2025
http:// www. transit. dot. gv
TABLE OF CONTENTS
Table of Contents
Preface 1
Statutory Authorities 1
Purpose of this Master Agreement 1
Generally Applicable Provisions 3
Section 1. Terms of this Master Agreement and Compliance 3 Section 2. Definitions 4
Section 3. Implementation. 12
Section 4. Ethics, Political Activity, Disqualification, and Certain Criminal Activity 19 Section 5. Federal Assistance 27
Section 6. Non -Federal Share. 28
Section 7. Payments to the Recipient 30
Section 8. Records and Reports Related to the Award and the Underlying Agreement 41 Section 9. Record Retention and Access to Sites of Performance 47 Section 10. Completion, Audit, Settlement, and Closeout 48 Section 11. Right of the Federal Government to Terminate. 50 Section 12. Civil Rights. 51
Section 13. Planning. 59
Section 14. Private Enterprise 60
Section 15. Preference for United States Products and Services. 61 Section 16. Procurement. 62
Section 17. Patent Rights. 68
Section 18. Rights in Data and Copyrights. 69
Section 19. Use of Real Property, Equipment, and Supplies. 72 Section 20. Transit Asset Management 77
Section 21. Insurance. 77
Section 22. Relocation and Real Property 78
Section 23. Construction 79
Section 24. Employee Protections. 80
Section 25. Early Systems Work Agreement 82
Section 26. Environmental Protections 84
Section 27. State Management and Monitoring Systems 87
Section 28. Charter Service 87
Section 29. School Bus Operations 88
Section 30. Geographic Information and Related Spatial Data. 88 Section 31. Federal "$ 1 Coin" Requirements. 89
Section 32. Public Transportation Safety 89
Section 33. Motor Carrier Safety. 89
Section 34. Safe Operation of Motor Vehicles. 90
Section 35. Substance Abuse. 91
Section 36. Protection of Sensitive Security and Other Sensitive Information. 92 Section 37. Special Notification Requirements for States. 92 Section 38. Freedom of Information. 93
Section 39. Disputes, Breaches, Defaults, and Litigation. 94 Section 40. Amendments to the Underlying Agreement. 95
Section 41. FTA' sTransit Award Management System ( TrAMS). 95 Section 42. Information Obtained through Internet Links. 96 Section 43. Severability. 96
Special Provisions for Specific Programs 97
Section 44. Special Provisions for All Public Transportation Innovation, Technical Assistance or Workforce Development Programs. 97
Section 45. Special Provisions for the State Safety Oversight Grant Program 99 Section 46. Special Provisions for the State Infrastructure Bank (SIB) Program 99 Section 47. Special Provisions for the TIFIA and RRIF Programs. 100 Section 48. Special Provisions for the Joint FTA—RA Program 101 Appendix A Tribal Transit Program —Applicable Provisions 103 ii
UNITED STATES DEPARTMENT OF TRANSPORTATION
FEDERAL TRANSIT ADMINISTRATION
MASTER AGREEMENT
PREFACE
Statutory Authorities
This is the official Federal Transit Administration ( FTA) Master Agreement that applies to each Underlying Agreement (Grant Agreement, Cooperative Agreement, Loan Agreement, Loan Guarantee Agreement, or Line of Credit Agreement) for a specific Award authorized by:
a) Federal transit laws, 49 U. S. C. chapter 53, as amended, including the following:
1) The Infrastructure Investment and Jobs Act of 2021 ( IIJA), Public Law No. 1 17- 58, November 15, 2021, and other authorizing legislation that may be enacted;
2) The Fixing America' sSurface Transportation ( FAST) Act, Public Law No. 114- 94, December 4, 2015;
3) The Moving Ahead for Progress in the 21st Century Act ( MAP -21), Public Law No. 112- 141, July 6, 2012, as amended by the Surface Transportation and Veterans Health Care Choice Improvement Act of 2015, Public Law No. 114- 41, July 31, 2015; and
4) The Safe, Accountable, Flexible, Efficient Transportation Equity Act: A Legacy for Users ( SAFETEA- LU), Public Law No. 109- 59, August 10, 2005, as amended by the SAFETEA- LU Technical Corrections Act of 2008, Public Law No 110- 244, June 6, 2008.
b) Continuing Resolutions or Other Appropriations Resolutions or Acts funding the Department of Transportation during Fiscal Year 2025.
c) Title 23, United States Code ( Highways).
d) Other federal legislation that FTA administers, as FTA so determines.
Purpose of this Master Agreement
This FTA Master Agreement contains the standard terms and conditions that apply to the Underlying Agreement with the Recipient, which Underlying Agreement may take the form of an:
1 a) FTA Grant Agreement, including an FTA Grant Agreement for an award of federal assistance under the Tribal Transit Program;
b) FTA Cooperative Agreement; or
c) Transportation Infrastructure Finance Innovation Act (TIFIA) or Railroad Rehabilitation and Improvement Financing ( RRIF) Loan, Loan Guarantee, Line of Credit, Master Credit Agreement for a Project overseen by FTA, or State Infrastructure Bank (SIB) Cooperative Agreement.
THEREFORE, in consideration of the mutual covenants, promises, and representations herein, FTA and the Recipient agree as follows:
2 GENERALLY APPLICABLE PROVISIONS
Section 1. Terms of this Master Agreement and Compliance. a) The Recipient must comply with all applicable federal laws, regulations, and requirements, and should follow applicable federal guidance, except as FTA determines otherwise in writing.
b) To assure compliance with federal laws, regulations, and requirements, the Recipient must take measures to assure that other participants in its Underlying Agreements e.g., Third Party Participants) comply with applicable federal laws, regulations, and requirements, and follow applicable federal guidance, except as FTA determines otherwise in writing.
c) FTA may take enforcement action if the Recipient or a Third Party Participant violates an applicable federal law, regulation, or requirement, or does not follow applicable federal guidance.
d) FTA and the Recipient agree that not every provision of this Master Agreement will apply to every Recipient or Underlying Agreement.
1) FTA has divided this Master Agreement into the " Preface," " Generally Applicable Provisions," and " Special Provisions for Specific Programs." 2) This Master Agreement has an Appendix A illustrating the specific provisions of this Master Agreement that apply to the Tribal Transit Programs.
3) Criteria determining which federal laws, regulations, requirements, and guidance apply include the type ofAward, the federal law authorizing federal assistance for the Award, the federal law, regulations, or requirements governing how the Award must be implemented, the federal guidance pertaining to the Award, and the Recipient' slegal status as a " state," " state instrumentality," a " local government," afederally recognized Indian Tribe Indian Tribe), a " private nonprofit entity," a " private for- profit entity," or an individual.
e) As provided in federal laws, regulations, requirements, and guidance, FTA will enforce only those federal laws, regulations, requirements, and guidance that apply to the specific FTA Recipient, its Third Party Participants, or to any Project and related activities encompassed in the Award, the accompanying Underlying Agreement, and any Amendments thereto.
3 f) Each provision of this Master Agreement must be interpreted in context with all other provisions of this Master Agreement and the Underlying Agreement. If a single provision is read apart from the rest of this Master Agreement or the Underlying Agreement, that provision might not convey the extent of the Recipient' s responsibility to comply with the requirements of this Master Agreement and the Underlying Agreement.
g) This Master Agreement does not have an Expiration Date. This Master Agreement continues to apply to the Recipient and its Underlying Agreement, until modified or superseded by a more recently enacted or issued applicable federal law, regulation, requirement, or guidance, or Amendment to this Master Agreement or the Underlying Agreement.
Section 2. Definitions.
a) List of Definitions. In addition to the definitions provided in 49 U. S. C. § 5302, as amended, or in previous legislation if circumstances may require, the Recipient agrees that the following definitions apply:
1) Application means the request for federal assistance submitted that is signed and dated by the Applicant or an official authorized to act on the behalf of the Applicant, and includes all explanatory, supporting, and supplementary documents filed with FTA by or on behalf of the Applicant, and has been reviewed by FTA staff and addresses FTA' s comments and concerns. An application for federal assistance in the form of a Grant or Cooperative Agreement must be submitted in FTA' sTransit Award Management System TrAMS).
2) Approval, unless FTA determines otherwise in writing, means a written statement of an authorized federal official transmitted electronically or in typewritten hard copy expressly permitting the Recipient to take or omit an action in connection with its Underlying Agreement, and signed by a federal official authorized to permit the Recipient to take or omit an action that may not be taken or omitted without the Federal Government' s permission.
Approval does not mean permission to take or omit a similar action other than the specific action for which approval was given and does not include an oral permission or interpretation, which has no legal force, authority, or effect. For purposes of this Master Agreement, the definition of "approval" also applies to " concurrence" and " waiver."
3) Associated Transit Improvement means, with respect to a Project or an area to be served by a Project, an activity that is designed to enhance transit service or use and that is physically or functionally related to transit facilities. 4 4) Award means the Scope of Work that FTA has approved when FTA agreed to provide federal assistance. The Award also includes the requirements of all documents, terms, and conditions incorporated by reference and made part of the Underlying Agreement, which may be a Grant or Cooperative Agreement.
5) Award Budget [ formerly, Approved Project Budget] means the budget for all the Projects encompassed by the FTA Award. In contrast, Project Budget means the budget allocated for a single Project contained within an Award that FTA or a pass - through entity approves during the federal award process or in subsequent amendments to the FTA Award. It may include the federal and non- federal share or only the federal share, as determined by FTA or the pass -through entity. For legal and other purposes, FTA reserves the right to consider information other than that displayed electronically or on paper in the " Award Budget" to determine the scope of the Award, eligible Project activities, and other terms used in connection with the Award. 6) Common Rules means any one or more of the following:
i) U. S. DOT regulations, "Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards," 2 CFR Part 1201, which incorporates by reference U. S. Office of Management and Budget ( OMB) regulatory guidance, " Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards," 2 CFR Part 200;
ii) U. S. DOT regulations, " Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local
Governments," former 49 CFR Part 18; and
iii) U. S. DOT regulations, " Uniform Administrative Requirements for Grants and Agreements with Institutions of Higher Education, Hospitals, and Other Non- profit Organizations," former 49 CFR Part
19. Concurrence has the same meaning as the definition ofApproval in this section of this Master Agreement.
Cooperative Agreement means an instrument that the Federal Government uses to award federal assistance to the Recipient to support each specific Project and related activities described in the Underlying Agreement in which, consistent with 31 U. S. C. § 6305, the Federal Government takes an active role and retains substantial control. An FTA Cooperative Agreement consists of three parts:
5 9)
i) The FTA Award, consisting of the amount of federal assistance FTA is providing to support each specific Project and related activities, and a description of each Project as set forth in the Application submitted to FTA in TrAMS or on paper if permitted;
ii) The Terms and Conditions incorporated by reference and made part of the Cooperative Agreement consisting of the following documents, irrespective of whether electronic or in typewritten hard copy, including:
A) The most recent Federal Transit Administration Master Agreement, which applies to this Cooperative Agreement; B) The current Certifications and Assurances applicable to the FTA Award that the Recipient has selected and provided to FTA; and
C) Any Award notification containing special conditions or requirements if issued; and
iii) The Execution of the Cooperative Agreement by the Recipient.
Designated Recipient means an entity designated, in accordance with the planning process under 49 U. S. C. §§ 5303 and 5304, by the governor of a state, responsible local officials, and publicly owned operators of public transportation, to receive and apportion amounts under 49 U. S. C. § 5336 to urbanized areas of 200, 00 or more in population; or a state or regional authority, if the authority is responsible under the laws of a state for a Capital Project and for financing and directly providing public transportation. 10) Disability has the same meaning as in section 3(1) of the Americans with Disabilities Act of 1990, as amended, 42 U. S. C. § 12102. 11) Federal Assistance means a
type of federal funding that the Recipient
receives through the Underlying Agreement.
12) Federal Award Identification Number has the same meaning as " Project No." in previous Grant Agreements and Cooperative Agreements with FTA. 13) Federal Government means the United States of America and any of its executive departments or agencies.
14) Federal Guidance includes any federal document or publication signed by an authorized federal official providing official instructions or advice about a federal program that is not defined as a " federal requirement" and applies to 6 entities other than the Federal Government. Federal Guidance also may apply to the Federal Government, and may take the form of a:
i) Federal directive;
ii) Federal circular;
iii) Federal order;
iv) Federal published policy;
v) Federal administrative practice;
vi) Federal guideline;
vii) Federal guidance document;
viii) Letter signed by an authorized federal official; or ix) Similar document.
15) Federal Requirement means:
i) An applicable federal law, regulation, or executive order; ii) An applicable provision of the Underlying Agreement, including any Special Condition, Requirement, Provision, or Condition of Award; iii) This Master Agreement;
iv) A later Master Agreement after FTA and the Recipient have entered into the Underlying Agreement; or
v) Another applicable federal mandate.
16) Federal Transit Administration ( FTA) is an operating administration of the Department of Transportation ( U. S. DOT). Any reference to the " Urban Mass Transportation Administration" (also referred to as " UMTA") refers to the " Federal Transit Administration" or "FTA" when appearing in any records of the United States.
17) Federal Transit Administrator is the head of the Federal Transit Administration.
18) Federally Recognized Indian Tribe means an Indian tribe that is federally recognized by the Bureau of Indian Affairs of the U. S. Department ofthe 7 Interior in accordance with the provisions of the Federally Recognized Indian Tribe List Act of 1994, as amended, 25 U. S. C. § 5130. 19) Fiscal Year, as used in this Master Agreement, means " federal fiscal year," which begins on October 1 of each calendar year and ends on September 30 of the next calendar year.
20) Governor means the governor of a state, the mayor of the District of Columbia, or the chief executive officer of a
territory of the United States
and includes the designee thereof.
21) Grant Agreement means a
legal instrument that the Federal Government uses
to award federal assistance to the Recipient to support each specific Project and related activities described in the Underlying Agreement in which, consistent with 31 U. S. C. § 6304, the Federal Government does not take an active role and does not retain substantial control. An FTA Grant Agreement consists of three parts:
i) The FTA Award, consisting of the amount of federal assistance FTA is providing to support each specific Project and related activities, and a description of each Project as set forth in the Application submitted to FTA in TrAMS or on paper if permitted;
ii) The Terms and Conditions incorporated by reference and made part of the Grant Agreement consisting of the following documents, irrespective of whether electronic or in typewritten hard copy, including:
A) The most recent " Federal Transit Administration Master Agreement, which applies to this Grant Agreement;
B) The current Certifications and Assurances applicable to the FTA Award that the Recipient has selected and provided to FTA; and
C) Any Award notification containing special conditions or requirements if issued; and
iii) The Execution of the Grant Agreement by the Recipient. 22) Indian Tribe means the Recipient or Subrecipient that receives " Tribal Transit Program" assistance authorized by 49 U. S. C. § 5311( c)( 1) to support its Underlying Agreement.
8 23) Internal Controls means a
process, implemented by a Recipient or
Subrecipient, designed to provide reasonable assurance regarding the achievement of objectives in the following categories: ( a) effectiveness and efficiency of operations, (b) reliability ofreporting for internal and external use, and ( c) compliance with applicable laws, regulations, and requirements. 24) Local Government Authority includes ( a) a political subdivision of a state; (b) an authority of at least one state or political subdivision of a state; (c) an Indian tribe; and (d) a public corporation, board, or commission established under the laws of a state.
25) Low -Income Individual, for purposes of 49 U. S. C. § 5311( j)(1)( A)( iii), means an individual whose family income is at or below 100 percent of the poverty line, as that term is defined in section 673( 2) of the Community Services Block Grant Act, 42 U. S. C. § 9902( 2), including any revision required under that section, for a
family of the size involved.
26) Master Credit Agreement means a conditional agreement to extend one or more loans to a Recipient under the Transportation Infrastructure Finance and Innovation Act (TIFIA) of 1998, as amended, 23 U. S. C. §§ 601 - 609, or the Railroad Rehabilitation and Improvement Financing ( RRIF) program, 45 U. S. C. §§ 821 — 823, and also means the type of Underlying Agreement used for the TIFIA or RRIF loans.
27) Non -Federal Funds or Non -Federal Share includes the following sources of funding or in -kind property or services used to match the federal assistance awarded for the Grant or Cooperative Agreement:
i) Local funds;
ii) Local in -kind property or services;
iii) State funds;
iv) State in -kind property or services;
v) Other federal funds for which the federal statute authorizing a program specifically provides that federal funds made available for that program can be applied to the cost sharing requirements of other federal programs.
28) Non -Tribal Service Provider, for purposes of 49 U. S. C. § 5311( j)(2), means a non -tribal provider of public transportation that connects residents of tribal 9 lands with surrounding communities, improves access to employment or healthcare, or otherwise addresses the mobility needs of tribal members. 29) Project means the public transportation improvement activities eligible for federal assistance in an application to FTA and/ orin an FTA Award. 30) Public Transportation, has the same meaning as " transit" or " mass transportation," and, consistent with the definition at 49 U. S. C. § 5302, means regular, continuing shared- ride surface transportation services that are open to the general public, or open to a segment of the general public defined by age, disability, or low income, but does not include:
i) Intercity passenger rail transportation provided by Amtrak or a successor thereof as described in 49 U. S. C. chapter 243; ii) Intercity bus service;
iii) Charter service;
iv) School bus service;
v) Sightseeing service;
vi) Courtesy shuttle service for patrons of one or more specific establishments; or
vii) Intra- teminal or intra- facility shuttle services. 31) Recipient or Direct Recipient means a non- federal entity that receives a federal award directly from a federal awarding agency to carry out an activity under a federal program. The term " Recipient" does not include a Subrecipient.
32) Scope of Work means the purpose of the Grant Agreement or Cooperative Agreement and the activities and approaches required to carry out a Project.
The scope of work consists of various components, including the Award Budget, beneficiaries, locations, and other aspects identified in the approved application. FTA reserves the right to consider other information in determining the scope of the Project or the " scope of work of a Grant Agreement or Cooperative Agreement" when " scope" is used for other purposes. See the latest edition of the FTA Master Agreement. 33) Split Letter ( sometimes referred to as a suballocation letter or government subapportionment letter) means a letter in which a Designated Recipient of Urbanized Area Formula Grant Program funding authorized by 49 U. S. C. 10 5307, a Designated Recipient of Formula Grants for Enhanced Mobility of Seniors and Individuals with Disabilities authorized by 49 U. S. C. § 5310, a Designated Recipient of the State of Good Repair Formula Grants, 49 U. S. C. 5337, agrees to a
reassignment or reallocation ofthat federal assistance to one or more direct Recipients.
34) Subagreement or Subgrant means an agreement through which the Recipient awards federal assistance to its Subrecipient( s) to support or stimulate any of the Recipient' s or Subrecipient' sProjects or related activities supported under the Award, the accompanying Underlying Agreement, or Amendments thereto, but does not include a third party contract, third party subcontract, or lease.
35) Subrecipient or Subgrantee means any entity or person that receives federal assistance provided by an FTA Recipient instead of FTA directly, but does not include a Third Party Contractor, Third Party Subcontractor, or Lessee. 36) Third Party Agreement includes agreements or arrangements supported in whole or in part with federal assistance awarded to a Recipient by FTA, including a subagreement with a subrecipient, a third party contract, a third party subcontract, a lease, or similar arrangement or agreement as FTA may recognize.
37) Third Party Contract means a
legal instrument by which a Recipient or
Subrecipient purchases property or services needed to carry out the Grant Agreement or Cooperative Agreement. This does not include an instrument describing a transaction that meets the definition of a federal Award, Grant, Cooperative Agreement, Subaward, or Subagreement.
38) Third Party Participant means each participant in the Recipient' sProject, except for FTA and the Recipient, whose work under the Project is supported with FTA funding, eligible non- federal share dedicated to the Project, or is dedicated as an in -kind contribution eligible for non- federal share. A Third Party Participant may be a Subrecipient, Third Party Contractor, Third Party Subcontractor, Lessee, or Similar Participant in the Recipient' sProject ( for example, a partner in ajoint development venture).
39) Third Party Subcontract means a subcontract entered into by the Third Party Contractor with a Third Party Subcontractor, or a Third Party Subcontractor with another Third Party Subcontractor at any tier, and is supported in whole or in part with the federal assistance originally derived from FTA, or nonfederal share dedicated to the Recipient' s Underlying Agreement. 11 40) Underlying Agreement means a specific Grant Agreement, Cooperative Agreement, or, with respect to TIFIA or RRIF assistance, a specific Loan Agreement, Line of Credit Agreement, or Loan Guarantee Agreement that incorporates the terms of this Master Agreement, in each case including any amendments thereto, supported with federal assistance appropriated or made available under the authorized program.
41) Unique Entity Identifier has two meanings:
i) A Recipient' s or a Subrecipient' sunique entity identifier for purposes of the " System of Award Management" (SAM), which currently is the DUNS Number; but
ii) For FTA purposes, FTA assigns a separate Recipient/ Vendor ID as a unique entity identifier," which is a four -digit number and is displayed on the Grant Agreement and the Cooperative Agreement following the heading " Recipient ID."
42) Waiver has the same meaning as the definition of Approval in this section of this Master Agreement.
b) Application of Definitions. The Recipient also agrees that the definitions in section 2(a) above apply throughout this Master Agreement.
Section 3. Implementation.
a) Effective Date. The Effective Date of Recipient' sUnderlying Agreement is the date when the authorized FTA official signs the Underlying Agreement. b) Description ofEach Project. The " Description of Each Project" in the " Executive Summary" of the " FTA Award" section of the Recipient' sUnderlying Agreement often provides only a brief description of each Project and related activities to be undertaken by the Recipient; therefore, the Recipient agrees to perform the work described in the terms of its Underlying Agreement, including all the documents and information incorporated by reference and made part of that Underlying Agreement. c) Prompt Implementation. After receiving notice that the FTA official signed the Underlying Agreement, the Recipient agrees to undertake promptly each Project and related activities described in the Underlying Agreement. d) Completion Dates. The Recipient agrees to complete each Project within the time periods specified in the Underlying Agreement and all activities must be completed by the Award' s end date, unless FTA agrees in writing to extend the end date. Unless FTA determines otherwise in writing, interim milestone dates and other completion 12 dates applicable to the Award are good faith estimates and are not intended to be firm contractual requirements. However, FTA and the Recipient agree that milestone dates and other completion dates for Full Funding Grant Agreements, Small Starts Grant Agreements or other specific agreements in which FTA expressly states that the milestone dates or other completion dates for the Underlying Agreement are firm dates that may be enforced.
e) The Recipient' sCapacity. To carry out its Underlying Agreement, the Recipient agrees to maintain:
1) Sufficient legal, financial, technical, and managerial capacity, and adequate functional capacity to:
i) Plan, manage, and complete its responsibilities outlined in the Underlying Agreement;
ii) Use the Project property;
iii) Carry out the safety and security aspects of the Underlying Agreement;
iv) Comply with the terms and conditions of the Underlying Agreement, the Recipient' sannual Certifications and Assurances to FTA, and applicable federal laws, regulations, and requirements; and v) Follow applicable federal guidance, except as the Federal Government determines otherwise in writing.
2) Strong internal controls to assure that it is managing its Award in compliance with federal laws, regulations, requirements, and the terms and conditions of the Underlying Agreement including, but not limited to:
i) Amendments or revisions to its Award Budget;
ii) Salaries and wages of the Recipient' s and Subrecipient' spersonnel; iii) Protection of personally identifiable information and other sensitive information; and
iv) Other matters that must be in compliance with federal laws, regulations, requirements, and the terms and conditions of the Underlying Agreement.
f) U. S. DOT Administrative Requirements. The Recipient agrees to comply with the following U. S. DOT regulations ( Common Rules) to the extent applicable:
13 1) Requirements Applicable On or After December 26, 2014. The following requirements apply to the Award, the accompanying Underlying Agreement, and any Amendments thereto signed by an authorized FTA official on or after December 26, 2014 as follows:
i) U. S. DOT regulations, " Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards," 2 CFR Part 1201, which incorporates by reference U. S. OMB regulatory guidance, " Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards," 2 CFR Part 200, and which applies to an Award, the accompanying Underlying
Agreement, and any Amendments to any Underlying Agreement with a state, local government, Indian tribe, institution of higher education IHE), or nonprofit organization; and
ii) Except as FTA determines otherwise in writing, U. S. DOT regulations, " Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards," 2 CFR Part 1201, and subparts A through E of U. S. OMB regulatory guidance, " Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards," 2 CFR Part 200, apply to a private for- profit entity; notably, the Cost Principles of Part 31 of the Federal Acquisition Regulation, which permits the payment of profits or fees for work under procurement contracts, generally will not apply to private for- profit entities.
2) Requirements Applicable Before December 26, 2014. The following requirements apply to the Award, the accompanying Underlying Agreement, and any Amendments thereto signed by an authorized FTA official before December 26, 2014, as follows:
i) For a state, local government, or Indian tribal government, U. S. DOT regulations, " Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments," former 49 CFR Part 18;
ii) For an institution of higher education or a nonprofit organization, U. S. DOT regulations, " Uniform Administrative Requirements for Grants and Agreements with Institutions of Higher Education; Hospitals, and Other Non -Profit Organizations," former 49 CFR Part 19; or
iii) For a private for- profit organization, U. S. DOT regulations, "Uniform Administrative Requirements for Grants and Agreements with 14 Institutions of Higher Education, Hospitals, and Other Non- profit Organizations," former 49 CFR Part 19.
g) Application ofFederal, State, and Local Laws, Regulations, Requirements, and Guidance. The Recipient agrees to comply with all applicable federal requirements and follow applicable federal guidance. All standards or limits are minimum requirements when those standards or limits are included in the Recipient' s Underlying Agreement or this Master Agreement. At the time the FTA official awards federal assistance to the Recipient in support of the Underlying Agreement, the federal requirements and guidance that apply then may be modified from time to time, and will apply to the Recipient or the accompanying Underlying Agreement, except as FTA determines otherwise in writing.
h) The Recipient' sResponsibility to Comply with Federal Requirements. Irrespective of involvement by any other entity in the Underlying Agreement:
1) General. The Recipient agrees to comply with all federal requirements that apply to itself and the Underlying Agreement. 2) Primary Responsibility for Compliance.
i) The Recipient, as the Direct Recipient of federal assistance, agrees that it is ultimately responsible for full compliance with federal requirements related to itself, its Award, the accompanying Underlying Agreement, and any Amendments thereto, even though:
A) A Third Party Participant provides property or services to support a Project or related activities implementing the Award, the accompanying Underlying Agreement, any
Amendments thereto; or
B) Another entity or person is involved with the Award, the accompanying Underlying Agreement, or any Amendments
thereto.
ii) FTA and the Recipient agree that ifFTA makes an Award to a Recipient other than the Designated Recipient as defined under 49 U. S. C. § 5302, the Designated Recipient is not a party to the Award or the Underlying Agreement and is not responsible for compliance with federal requirements related to the Underlying Agreement. However, if FTA makes an Award to a Designated Recipient, then that Designated Recipient is responsible for compliance with federal requirements related to its Underlying Agreement. FTA and the Recipient further agree to the terms of the 15 Designated Recipient' sSplit Letter, Suballocation Letter, or Government Subapportionment Letter attached in TrAMS, including the amounts allocated by the Designated Recipient to each Direct Recipient, and the commitment to comply with the associated transit improvement requirement as stated in that letter.
iii) Apart from other oversight and reviews FTA may conduct, the Recipient agrees that FTA is expressly authorized to conduct oversight of the Recipient' s and its Subrecipients' compliance with federal requirements for safety and security, procurement ( including Buy America requirements), management, and finance.
The Recipient' sResponsibility to Extend Federal Requirements to Third Party Participants. In certain circumstances, the Recipient' scompliance with specific federal requirements depends on compliance by its Third Party Participant( s) with those federal requirements, and therefore:
1) General. The Recipient agrees to ensure that its Third Party Participant( s) will comply with applicable federal requirements, and follow applicable federal guidance.
2) The Recipient as a " Pass -Through" Entity. If the Recipient is providing a subaward to a Subrecipient to carry out all or part of its Award, the Recipient agrees to obtain the agreement of each Subrecipient to comply with U. S.
DOT' s administrative requirements, as set forth above. 3) Performance ofthe Recipient' sResponsibilities. If a Third Party Participant is expected to fulfill any responsibilities typically performed by the Recipient, the Recipient agrees to ensure that the Third Party Participant will carry out the Recipient' sresponsibilities in compliance with federal requirements, and provide enough information to each Third Party Participant so that it understands that it will be expected to follow federal guidance.
4) Risk. As provided in 2 CFR Part 1201, which incorporates by reference 2 CFR Part 200, the Recipient agrees to evaluate the risk involved before awarding a subagreement to any entity.
5) Third Party Agreements. To comply with federal requirements, the Recipient agrees to enter into a written Third Party Agreement with each Third Party Participant in its Underlying Agreement and must include all appropriate provisions stating the Third Party Participant' sresponsibilities to assure the Recipient' scapability to comply with applicable federal requirements and 16 guidance and specifying the responsibilities that the Third Party Participant will fulfill on the Recipient' sbehalf.
6) Notice to Third Party Participants. The Recipient agrees to include notice in each Third Party Agreement that:
i) Federal requirements that apply to the Recipient or the Award, the accompanying Underlying Agreement, and any Amendments thereto may change due to changes in federal law, regulation, other requirements, or guidance, or changes in the Recipient' sUnderlying Agreement including any information incorporated by reference and made part of that Underlying Agreement; and
ii) Applicable changes to those federal requirements will apply to each Third Party Agreement and parties thereto at any tier.
j) Changed Circumstances. The Recipient agrees that changed circumstances may occur that may impact the Recipient' s ability to comply with the terms and conditions of the Underlying Agreement.
1) Types of Changes. Certain circumstances can cause significant changes in performance of a Project or related activities or adversely affect the Recipient' sability to carry out its Underlying Agreement, such as:
i) A change in federal requirements or guidance;
ii) A change in state, territorial, local, or tribal requirements; iii) A change in the Recipient' scircumstances, including:
A) Its legal, financial, technical, or managerial capacity; 13) Its continuing control of Project property; or
C) Another similar situation; and
iv) Any current or prospective legal matter with potentially serious consequences, including a major dispute, default, breach, or litigation, or knowledge that the Recipient' sprincipal, official, employee, agent, or a Third Party Participant, or other person has submitted a false claim under the False Claims Act, 31 U. S. C. § 3729, et seq., or has committed a criminal or civil violation of law pertaining to fraud, conflict of interest, bribery, gratuity, or similar misconduct involving federal assistance; suspension, debarment, or other similar administrative or enforcement action against the Recipient or any 17 Third Party Participant; or any matter or situation, including any other change or legal action that may adversely affect the Federal Government' sinterest in a Project or related activities. 2) Notice. In the circumstances described above, the Recipient agrees to provide immediate written notice to the:
i) FTA Regional Counsel for the Region in which the Recipient operates public transportation or implements the Underlying Agreement;
ii) FTA Headquarters Manager that administers the Underlying Agreement; or
iii) FTA Chief Counsel.
k) Conflict Between Federal Requirements and State, Territorial, Local, or Tribal Requirements. FTA and the Recipient understand that a federal requirement may conflict with a state, territorial, local, or tribal requirement, and agree that the Recipient must comply with each applicable federal requirement that pre- empts the conflicting state, territorial, local, or tribal requirement. 1) Compliance with State, Territorial, Local or Tribal Requirements. Unless otherwise pre- empted by a federal requirement, FTA and the Recipient agree that:
i) FTA expects the Recipient to comply with applicable state, territorial, local, and tribal requirements; and
ii) FTA does not require the Recipient to take any action involving the Underlying Agreement that would violate a state, territorial, local, or tribal requirement that conflicts with a federal requirement. 2) When a Conflict Arises. When a federal requirement conflicts with a state, territorial, local, or tribal requirement:
i) The Recipient must notify FTA immediately in writing if compliance with the federal requirement would violate a state, territorial, local, or tribal requirement, or require the Recipient to violate a state, territorial, local, or tribal requirement.
ii) The Recipient must make appropriate arrangements with FTA to proceed with its responsibilities as set forth in the Underlying Agreement, or terminate the Underlying Agreement expeditiously, if necessary.
18 1) No Federal Government Commitment or Liability to Third Parties. Except as the Federal Government expressly consents in writing, the Recipient agrees that:
1) The Federal Government does not and shall not have any commitment or liability related to the Underlying Agreement, to any Third Party Participant at any tier, or to any other person or entity that is not a party ( FTA or the Recipient) to the Underlying Agreement; and
2) Notwithstanding that the Federal Government may have concurred in or approved any Solicitation or Third Party Agreement at any tier that may affect the Underlying Agreement, the Federal Government does not and shall not have any commitment or liability to any Third Party Participant or other entity or person that is not a party ( FTA or the Recipient) to the Underlying Agreement.
Section 4. Ethics, Political Activity, Disqualification, and Certain Criminal Activity. a) Standards of Conduct. At a minimum, the Recipient agrees to, and assures that its Subrecipients will, establish and maintain written Standards of Conduct covering conflicts of interest that:
1) Apply to the following individuals who have a present or potential financial interest, or other significant interest, such as a present or potential employment interest in the selection, award, or administration of a third party contract or subcontract:
i) The Recipient or its Subrecipients' officers, employees, board members, or agents engaged in the selection, award, or administration of any third party agreement;
ii) The immediate family members or partners of those listed above in section 4(a)( 1)( i of this Master Agreement; and
iii) An entity or organization that employs or is about to employ any person that has a
relationship with the Recipient or its Subrecipient
listed above in sections 4(a)( 1)( i and ( ii) of this Master Agreement; 2) Prohibit those individuals listed above in section 4(a)( 1) from:
i) Engaging in any activities involving the Recipient' s or any of its
Subrecipients' present or potential Third Party Participants at any tier, including selection, award, or administration of a third party agreement in which the individual has a present or potential financial or other significant interest; and
19 ii) Accepting a gratuity, favor, or anything of monetary value from a present or potential Third Party Participant in the Recipient' s Underlying Agreement, unless the gift is unsolicited and has an insubstantial financial or nominal intrinsic value; and 3) Establish penalties, sanctions, or other disciplinary actions for violations, as permitted by state or local law or regulations, that apply to those individuals listed above in section 4(a)( 1) and the Recipient' s or Subrecipient' sThird Party Participants.
b) Bonus or Commission. The Recipient affirms that it has not paid, and agrees that it will not pay, any bonus or commission to obtain federal assistance for any Project or related activities supported under the Underlying Agreement. c) Lobbying Restrictions. The Recipient agrees that neither it nor any Third Party Participant will use federal assistance to influence any officer or employee of a federal agency, member of Congress or an employee of a member of Congress, or officer or employee of Congress on matters that involve the Underlying Agreement, including any extension or modification, according to the following:
1) Laws, Regulations, Requirements, and Guidance. This includes:
i) The Byrd Anti -Lobbying Amendment, 31 U. S. C. § 1352, as amended;
ii) U. S. DOT regulations, " New Restrictions on Lobbying," 49 CFR Part 20, to the extent consistent with 31 U. S. C. § 1352, as amended; and iii) Other applicable federal laws, regulations, requirements, and guidance prohibiting the use of federal assistance for any activity concerning legislation or appropriations designed to influence the U. S. Congress or a state legislature; and
2) Exception. If permitted by applicable federal law, regulations, requirements, or guidance, such lobbying activities described above may be undertaken through the Recipient' s or Subrecipient' s proper official channels. d) Political Activity. The Recipient agrees to comply with:
1) The Hatch Act, 5 U. S. C. chapter 15, which limits the political activities of state and local government agencies supported in whole or in part with federal assistance, including the political activities of state and local government officers and employees whose principal governmental 20 employment activities are supported in whole or in part with federal assistance;
2) U. S. Office of Personnel Management regulations, " Political Activity of State or Local Officers or Employees," 5 CFR Part 151; and 3) 49 U. S. C. § 5323( l)(2) and 23 U. S. C. § 142( g), which limits the applicability of the Hatch Act, as follows:
i) The Hatch Act does not apply to nonsupervisory employees of a public transportation system, or any other agency or entity performing related functions, based upon the Award of federal assistance under 49 U. S. C. chapter 53 or 23 U. S. C. § 142( a)( 2); but ii) Notwithstanding the preceding section 4(e)( 3)( ii) of this Master Agreement, the Hatch Act does apply to a nonsupervisory employee if imposed for a reason other than the Award of federal assistance to its employer under 49 U. S. C. chapter 53 or 23 U. S. C. § 142( a)( 2). e) False or Fraudulent Statements or Claims.
1) Civil Fraud. The Recipient acknowledges and agrees that:
i) Federal laws, regulations, and requirements apply to itself and its Underlying Agreement, including 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 CFR Part 31. ii) By executing the Underlying Agreement, the Recipient certifies and affirms to the Federal Government the truthfulness and accuracy of any claim, statement, submission, certification, assurance, affirmation, or representation that the Recipient provides to the Federal Government.
iii) The Federal Government may impose the penalties of the Program Fraud Civil Remedies Act of 1986, as amended, and other applicable penalties if the Recipient presents, submits, or makes available any false, fictitious, or fraudulent information.
2) Criminal Fraud. The Recipient acknowledges that 49 U. S. C. § 5323( 1)() authorizes the Federal Government to impose the penalties under 18 U. S. C. 1001 if the Recipient provides a false, fictitious, or fraudulent claim, statement, submission, certification, assurance, or representation in 21 connection with a federal public transportation program under 49 U. S. C. chapter 53 or any other applicable federal law.
f) Trafficking in Persons.
1) Legal Authorities. The Recipient agrees to comply and assures the compliance of each Subrecipient, with federal requirements and guidance, including:
i) Section 106( g) of the Trafficking Victims Protection Act of 2000 TVPA), as amended, 22 U. S. C. § 7104( g); and
ii) The terms of this section 4( f), which have been derived from U. S.
OMB regulatory guidance, " Award Term for Trafficking in Persons," 2 CFR Part 175, per U. S. OMB' sdirection.
2) Definitions. The Recipient agrees that for purposes of this section 4( f):
i) Employee means either an individual who is employed by the Recipient or a Subrecipient, and is participating in a Project or related activities as set forth in the Underlying Agreement, or another person who is participating in a Project or related activities as set forth in the Underlying Agreement and is not compensated by the Recipient, including, but not limited to, a volunteer, or an individual whose services are contributed by the Recipient or Third Party Participant as an in -kind contribution toward the cost sharing requirements of the Recipient' sUnderlying Agreement.
ii) Forced labor means labor obtained by recruitment, harboring, transportation, provision, or other means of obtaining of a person for labor or services through the use of force, fraud, or coercion for the purpose of subjection to involuntary servitude, peonage, debt bondage, or slavery.
iii) Private entity means any entity other than a state, local government, Indian tribe, or foreign public entity, as those terms are defined in 2 CFR § 175. 25, and includes a for- profit organization, or a nonprofit organization, including any nonprofit organization of higher education, hospital, or tribal organization other than one included in the definition of Indian Tribe at 2 CFR § 175. 25( b).
iv) Severe forms oftrafficking in persons has the meaning given at section 103 of the TVPA, as amended, 22 U. S. C. § 7102. 22 v) Commercial sex act has the meaning given at section 103 of the TVPA, as amended, 22 U. S. C. § 7102.
vi) Coercion has the meaning given at section 103 of the TVPA, as amended, 22 U. S. C. § 7102.
3) Provisions Applicable to All Recipients. The Recipient agrees to, and assures that its Subrecipients will:
i) Provide Information. Inform FTA immediately of any information it receives from any source alleging a violation of the prohibitions listed in section 4( f)() of this Master Agreement; and
ii) Subagreement Provision. Include the following provision in any subagreement it enters into with a private entity as defined above in section 4( f)( 2)( iii) of this Master Agreement:
XXX agrees that it and its employees that participate in the Recipient' sAward, may not:
Engage in severe forms oftrafficking in persons during the period of time that the Recipient' s
Award is in effect,
Procure a commercial sex act during the period oftime that the Recipient' s
Award is in effect, or
Use forced labor in the performance ofthe Recipient' s
Award or
subagreements thereunder.
4) Provisions Applicable to a Private Entity Recipient. Ifthe Recipient is a private entity, it agrees that:
i) Prohibitions. It, its employees, its Subrecipients, and its Subrecipients' employees that participate in the Underlying Agreement will not:
A) Engage in severe forms of trafficking in persons during the period of time that the Recipient' sUnderlying Agreement is in effect;
B) Procure a commercial sex act during the period of time that the Recipient' sUnderlying Agreement is in effect; or
C) Use forced labor in the performance of the Recipient' s Underlying Agreement or subagreements.
23 ii) Termination ofFederal Assistance. Section 106( g) of the TVPA, as amended, 22 U. S. C. § 7104( g), and U. S. OMB regulatory guidance, Award Term for Trafficking in Persons," 2 CFR Part 175, provide FTA the right to unilaterally terminate the Underlying Agreement for a violation of that Act without penalty to the Federal Government, if FTA determines that the private entity Recipient or its Subrecipient:
A)
B)
Has violated a prohibition described above in section
4(g)()( i of this Master Agreement; or
Has an employee whose conduct is determined to have
violated a prohibition described above in section 4(g)()( i of this Master Agreement because that employee' sconduct is either:
a. Associated with the performance of the Recipient' s
Underlying Agreement; or
b. Imputed to the Recipient or Subrecipient using the
standards of due process for conduct of an individual
to an organization provided in:
i. U. S. DOT regulations, " Nonprocurement
Suspension and Debarment," 2 CFR Part 1200;
or
ii. U. S. OMB regulatory guidance, " Guidelines to
Agencies on Governmentwide Debarment and
Suspension ( Nonprocurement)," 2 CFR Part
180.
Provisions Applicable to a Recipient That is Not a Private Entity. A Recipient that is not a private entity agrees that section 106( g) of the TVPA, as amended, 22 U. S. C. § 7104( g), and U. S. OMB regulatory guidance, Award Term for Trafficking in Persons," 2 CFR Part 175, provides FTA the right to unilaterally terminate the Underlying Agreement, without penalty to the Federal Government, for a violation of that Act if FTA determines that:
i) A private entity that is the Subrecipient of the Recipient is determined to have engaged in severe forms of trafficking in persons during the period of time that the Recipient' s Underlying Agreement is in effect; procured a commercial sex act during the period of time that the Recipient' s Underlying Agreement is in effect; or used forced labor in 24 the performance of the Recipient' sUnderlying Agreement or subagreements thereunder; or
ii) An employee of a private entity that is the Subrecipient has engaged in severe forms of trafficking in persons during the period of time that the Recipient' sUnderlying Agreement is in effect; procured a commercial sex act during the period of time that the Recipient' s Underlying Agreement is in effect; or used forced labor in the performance of the Recipient' sUnderlying Agreement or
subagreements thereunder, and whose conduct described above is associated with the performance of the Recipient' sUnderlying Agreement; or is imputed to the Subrecipient using the standards for due process to impute the conduct of an individual to an organization as provided in U. S. OMB regulatory guidance, " Guidelines to Agencies on Governmentwide Debarment and Suspension
Nonprocurement)," 2 CFR Part 180, and U. S. DOT regulations, Nonprocurement Suspension and Debarment," 2 CFR Part 1200. 6) Remedies Other Than Termination ofFederal Assistance. The Recipient agrees that FTA' s
right to terminate federal assistance as provided in the TVPA and in sections 4( f)()( ii) and 4( f)( 5) are in addition to all other remedies for noncompliance available to the Federal Government under this Master Agreement.
Federal Tax Liability and Recent Felony Convictions.
1) Transactions Prohibited.
i) The Recipient agrees that, prior to entering into any Third Party Agreement with any private corporation, partnership, trust, joint- stock company, sole proprietorship, or other business association, the Recipient will obtain from the prospective Third Party Participant a certification that the Third Party Participant —
A) Does not have any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a
timely manner pursuant to an agreement with the
authority responsible for collecting the tax liability; and B) Was not convicted of the felony criminal violation under any Federal law within the preceding 24 months.
25 ii) If the prospective Third Party Participant cannot so certify, the Recipient agrees to refer the matter to FTA and not to enter into any Third Party Agreement with the Third Party Participant without FTA' s written approval.
2) Flow -Down. The Recipient agrees to require all Third Party Participants to flow this requirement down to participants at all lower tiers, without regard to the value of any subagreement.
h) Debarment and Suspension. The Recipient agrees to the following:
1) It will comply with the following requirements of 2 CFR Part 180, subpart C, as adopted and supplemented by U. S. DOT regulations at 2 CFR Part 1200. 2) It will not enter into any " covered transaction" (as that phrase is defined at 2 CFR §§ 180. 220 and 1200. 220) with any Third Party Participant that is, or whose principal is, suspended, debarred, or otherwise excluded from participating in covered transactions, except as authorized by — 3)
i) U. S. DOT regulations, " Nonprocurement Suspension and Debarment," 2 CFR Part 1200;
ii) U. S. OMB regulatory guidance, " Guidelines to Agencies on Governmentwide Debarment and Suspension ( Nonprocurement)," 2 CFR Part 180; and
iii) Other applicable federal laws, regulations, or requirements regarding participation with debarred or suspended Recipients or Third Party Participants.
It will review the U. S. GSA " System for Award Management — Lists of Parties Excluded from Federal Procurement and Nonprocurement Programs," if required by U. S. DOT regulations, 2 CFR Part 1200.
4) It will ensure that its Third Party Agreements contain provisions necessary to flow down these suspension and debarment provisions to all lower tier covered transactions.
5) If the Recipient suspends, debars, or takes any similar action against a Third Party Participant or individual, the Recipient will provide immediate written notice to the:
i) FTA Regional Counsel for the Region in which the Recipient is located or implements the Underlying Agreement;
26 ii) FTA Headquarters Manager that administers the Grant or Cooperative Agreement; or
iii) FTA Chief Counsel.
Section 5. Federal Assistance.
a) Total Federal Assistance Awarded and Obligated. The Recipient agrees that FTA' s responsibility to provide federal assistance for its Underlying Agreement is up to the amount shown in the Underlying Agreement, as modified by any Amendments thereto, which is equal to the smallest of: (1) the maximum amount permitted by federal law or regulation, or ( 2) the " Total FTA Amount Awarded and Obligated," as stated in the Underlying Agreement. FTA' sresponsibility to provide federal assistance is limited to the amounts listed in the most recent Award Budget identified in the Underlying Agreement and may not exceed the federal share of the actual eligible expenses incurred for participation in the Award. b) Basis ofFederal Assistance. The Recipient agrees that the " Total FTA Amount Awarded and Obligated" stated in the Underlying Agreement and modified by any Amendments thereto is calculated based on the Net Project Cost or on another basis as set forth below:
1) Net Project Cost." The Recipient agrees that if federal law or regulation requires an Underlying Agreement to be financed based on its " Net Project Cost," as defined in 49 U. S. C. § 5302:
i) FTA will provide federal assistance for a percentage of the portion of the " Total Award Budget" that the Recipient cannot reasonably finance from its revenues, which is the " Net Project Cost;" ii) FTA will use the amount of the " Total Award Budget" stated on the Underlying Agreement to calculate the " Total FTA Amount Awarded and Obligated;" and
iii) In TrAMS, the amount stated as the " Total Award Budget" on the Underlying Agreement is actually the " Net Project Cost," as defined in 49 U. S. C. § 5302.
2) Other Basis for FTA Participation. The Recipient agrees that if federal law or FTA permits an Underlying Agreement to be financed on a basis other than its " Net Project Cost," as defined in 49 U. S. C. § 5302, or under previous authorizing legislation:
27 i) FTA will provide federal assistance for all or part of the cost of the Underlying Agreement that is eligible for federal assistance; ii) In some instances, FTA has discretion to determine the amount of federal assistance to provide for each specific Project or related activities; and
iii) FTA will use the amount stated in the Underlying Agreement as the Total Award Budget" to calculate the " Total FTA Amount Awarded and Obligated."
c) Award Budget. The Recipient agrees to prepare an Award Budget that, after FTA has provided its approval, will be incorporated by reference and made part of the Underlying Agreement.
1) Restrictions. The Recipient agrees that it will not incur costs eligible for FTA participation under the Award or withdraw federal assistance for eligible costs incurred unless those costs are consistent with the Award Budget. 2) Amendments to the Award Budget. To the extent specified in applicable FTA program management guidance, the Recipient agrees that it must obtain prior FTA approval in writing before amending its Award Budget or transferring federal assistance for the Award if the transfer is not expressly authorized by federal law, regulation, or guidance. An Award of additional federal assistance will require an amended Award Budget.
3) Revisions to the Award Budget. To the extent specified in applicable FTA program management guidance, the Recipient may revise the Award Budget without prior FTA written approval. The Recipient agrees that all other Award Budget revisions will require prior FTA approval in writing. 4) Unexpended Federal Assistance. The Recipient agrees to inform FTA promptly if it believes it will have unexpended federal assistance after the period of performance for the Award ends.
Section 6. Non -Federal Share.
a) Amount. The Recipient agrees to provide the amount of non- federal share specified in the Underlying Agreement. Except to the extent that FTA has provided its written consent permitting the Recipient to defer payment of the non- federal share required by the Underlying Agreement, the Recipient agrees to provide its proportionate amount of the non- federal share no later than the time it draws down the federal share to pay eligible costs.
28 b) Duty to Obtain. The Recipient agrees to complete all proceedings necessary to provide the non- federal share and to notify FTA of any changed circumstances adversely affecting its ability to pay the non- federal share, including a description of the actions it has taken or will take to ensure adequate resources to provide the nonfederal share, and a re -affirmation of its commitment to provide the non- federal share.
c) Permissible Sources. The Recipient agrees that the following are permissible sources of the non- federal share for the Award:
1) Undistributed cash surpluses;
2) A replacement or depreciation cash fund or reserve; and 3) New capital.
d) Restricted Sources. Because sources of non- federal share differ among FTA' s public
transportation assistance programs, FTA will specify in an FTA circular or otherwise whether the following sources may be used as the non- federal share for a specific Award under that program:
1) Program income generated by a Project or related activities supported by a prior Grant or Cooperative Agreement, which is a form of undistributed cash surplus;
2) Advertising revenues;
3) Concession revenues;
4) Revenues from a service agreement from a state or local social service agency or a private social service organization;
5) Third party in -kind contributions;
6) Proceeds from the issuance of revenue bonds pursuant 49 U. S. C. § 5323( e); 7) Transportation development credits ( formerly toll revenue credits) pursuant to 23 U. S. C. § 120( i);
8)
9)
Revenue from Value Capture pursuant to 49 U. S. C. § 5323( s); Federal assistance made available for the Federal Lands Highway Program authorized under 23 U. S. C. § 204; or
29 10) Federal assistance derived from other federal programs whose enabling laws permit their funds to be used as the non- federal share. e) Prohibited Sources. Except as permitted by federal laws, regulations, requirements, or guidance, or approved in writing by FTA, the Recipient agrees that it will not provide any non- federal share for the Underlying Agreement derived from:
1) Farebox revenues from providing public transportation services using facilities and equipment acquired with federal assistance for the Award; 2) Program income derived from the use of facilities or equipment acquired with federal assistance for the Award, except if expressly permitted by federal laws, regulations, requirements, or FTA guidance; or 3) Other federal funds not authorized for use as non- federal share by federal law, regulation, requirements, or guidance.
f) Reductions or Refunds.
1) Reductions. The Recipient agrees that if it reduces the non- federal share of eligible costs required for the Award, then at the same time it must reduce the proportionate amount of federal assistance for the Award. 2) Refunds. The Recipient agrees that if it accepts a refund of the non- federal share of eligible costs provided through the Underlying Agreement, then at the same time it must provide the Federal Government an amount of that refund proportionate to the federal contribution.
Section 7. Payments to the Recipient.
a) Conditions for Accessing Federal Assistance. To seek or obtain federal assistance for the costs of implementing the Award, the Recipient agrees that:
1) It must execute the Underlying Agreement and any Amendments thereto; 2) It must receive and file a properly signed document seeking payment for the expense, such as a voucher or other appropriate record, and a properly detailed description of the relationship of the expense to the Award; 3) It must identify all sources of federal assistance from which the payment is derived;
4) It must provide FTA with all financial and progress reports required to date; and
30 5) If the Recipient must provide a non- federal share, unless FTA has stated otherwise in writing that the Recipient may defer the non- federal share:
i) The Recipient will not request or obtain more federal assistance than justified by the eligible non- federal share it has provided; ii) The Recipient will not cause the proportion of federal assistance available for the Award at any time to exceed the percentage of federal assistance authorized and documented in the Underlying Agreement; and
iii) When combined with federal payments, the Recipient will be able to demonstrate that the non- federal share will be adequate to cover all eligible costs incurred in support of the Award.
b) Eligible Costs. Except as the Federal Government determines otherwise in writing, the Recipient agrees, and will obtain the agreement of each Subrecipient, to seek and obtain federal assistance only for the eligible costs of the Award that are:
1) Consistent with the Description of Each Project, the Award Budget, this Master Agreement, and the Underlying Agreement and any Amendments thereto;
2) Necessary to carry out the Award;
3) Reasonable for the property or services acquired for use in the Project; 4) The actual net costs, which consist of the price paid minus reductions of the costs incurred, such as any refunds, rebates, or other items of value, but excluding program income;
5) Incurred for work performed after the Effective Date of the:
i) Award;
ii) Pre -award authority that FTA has provided; or
iii) Letter of No Prejudice;
6) Satisfactorily documented;
7) Consistent with federally approved accounting principles and procedures, including requirements for indirect costs, consistent with the applicable U. S.
DOT Common Rules; and
31 8) Consistent with applicable U. S. DOT Common Rules and other applicable federal law, regulations, requirements, and guidance.
c) Ineligible Costs. The Recipient agrees that, except as the Federal Government determines otherwise in writing, FTA will exclude ineligible costs incurred in connection with the Award or otherwise, such as:
1) A cost the Recipient has incurred before the Effective Date of the Award as documented in the Underlying Agreement or any Amendments thereto that is not accompanied by FTA' s written approval, including, but not limited to, pre -award authority or a Letter of No Prejudice, and permitted by applicable federal law, regulation, guidance, or the Underlying Agreement or any Amendments thereto;
2) A cost not included in the most recent Award Budget; 3) A cost for property or services received in connection with any third party agreement lacking any FTA approval or concurrence in writing that is required;
4) An ordinary governmental or operating cost not applicable to the Award, as prohibited by 49 U. S. C. § 5323( h)( 1);
5) A profit or fee for services provided by the Recipient or any of its Subrecipients in implementing the Award; or
6) A cost that is ineligible for FTA participation as provided in applicable federal law, regulation, requirement, or guidance.
d) Bond Interest and Other Financing Costs — Limited Eligibility. The Recipient agrees that bond interest and other financing costs are allowable costs to the extent permitted by applicable federal law, regulation, requirement, or guidance. FTA' s share of interest and financing costs that implement the Award will be limited to an amount that does not exceed the most favorable financing terms reasonably available at the time of borrowing, except as the Federal Government determines otherwise in writing.
e) Payment Procedures Based on the Type ofFederal Assistance Awarded. The Recipient agrees that:
1) All payments in connection with the Award will be made through electronic methods.
2) Payment procedures for a Recipient differ based upon the type of federal assistance that is awarded.
32 3) FTA determines which electronic system it will use to make payments to the Recipient as follows:
i) For Grants and other types of federal assistance, FTA will use the Electronic Clearinghouse Operation Web System ( ECHO - Web), Automated Clearing House (ACH) payment method, except as provided below in sections 7(e)( 3)( ii) and ( iii) of this Master Agreement;
ii) For Cooperative Agreements, FTA will use the DELPHI eInvoicing System or DELPHI Mark View System if the Recipient is granted a waiver ( see the following section 7(g) of this Master Agreement for more information about payments for cooperative agreements and section 7(g) of this Master Agreement for information about accessing and using the DELPHI eInvoicing System); and
iii) For Grants requiring more detailed review of supporting documentation before receiving federal assistance and as determined by the FTA Manager for the Underlying Agreement, FTA will use the DELPHI eInvoicing System ( see the following section 7(g) of this Master Agreement for more information about accessing and using the DELPHI eInvoicing System).
f) Payment Procedures Using ECHO. The Recipient agrees that ifpayment is made through ECHO - Web using an ECHO Control Number, it will comply with the " FTA ECHO - Web User Manual," April 2016, and it will withdraw federal assistance only to pay the eligible costs of implementing the Award.
1) Major Withdrawals. When a single withdrawal will exceed $ 50, 000,00, the Recipient agrees to notify the appropriate FTA Regional or Program Office at least three ( 3) days before the withdrawal is anticipated. 2) Immediate Use. The Recipient agrees that it will not withdraw federal assistance until needed for immediate payment of those expenses and will use that federal assistance to pay for expenses that implement the Award no later than three ( 3) days after receipt, except as an authorized official of the Federal Government permits otherwise in writing.
3) Limits. The Recipient agrees that it will not withdraw more than the sum of federal assistance the Federal Government has awarded or the current available balance for its Award, the accompanying Underlying Agreement, and any Amendments thereto, whichever is less.
33 4) Control. The Recipient agrees to provide for the control and accountability of all federal assistance for its Award, the accompanying Underlying Agreement, and any Amendments thereto.
5) Reporting. Unless an authorized FTA official determines otherwise in writing, the Recipient agrees to report its cash payments and balances promptly.
6) Penalties. Ifthe Recipient fails to comply with this section of this Master Agreement, it agrees that it may incur or be subjected to penalties, including, but not limited to, the following:
i) Access to ECHO -Web. The Federal Government may revoke or suspend the Recipient' sECHO Control Number and access to the ECHO - Web if the Federal Government determines that:
A) Fraud, waste, mismanagement, or abuse exists in the
Recipient' s use and application of federal assistance; B) The Recipient has failed to use federal assistance it withdrew to pay costs incurred that implement the Underlying
Agreement within three (3) days of withdrawing that federal assistance;
C) The Recipient has failed to return withdrawn but unspent federal assistance to the Federal Government within a
reasonable time;
D) The Recipient has failed to establish procedures to minimize the time between advances of federal assistance and payments of costs incurred that implement the Underlying Agreement; E) The Recipient has been awarded Federal assistance through a Cooperative Agreement with FTA and will use the elnvoicing or DELPHI Mark View System as its payment method instead of the ECHO - Web System ( see section 7(g)); or
F) For Grants requiring a more detailed review of supporting documentation before receiving federal assistance, and as determined by the FTA Manager for the Award, the Recipient will use eInvoicing ( see section 7(g)).
ii) Interest. The Recipient agrees to pay interest to the Federal Government on any federal assistance withdrawn prematurely, 34 irrespective of whether the federal assistance has been deposited in an interest -bearing account.
A) A State or State Instrumentality. Ifthe Recipient is a state or state instrumentality, it agrees to pay interest calculated as provided in section 5(b) of the Cash Management
Improvement Act of 1990, as amended, 31 U. S. C. § 6503( b), and U. S. Department of Treasury ( U. S. Treasury) regulations, Rules and Procedures for Efficient Federal -State Funds Transfers," 31 CFR Part 205.
B) Other than a State or State Instrumentality. If the Recipient is not a state or state instrumentality, it agrees to pay
prejudgment common law interest determined by the Federal Government, as authorized by joint U. S. Treasury and U. S.
Department of Justice ( joint U. S. Treasury and U. S. DOJ) regulations, " Standards for the Administrative Collection of Claims," 31 C. F. R. § 901.( i). The Federal Government may determine the amount of interest due, based on the amount of interest the Recipient demonstrates it earned on its premature withdrawals of federal assistance, the amount of interest based on the " Treasury tax and loan account" rate prescribed under 31 U. S. C. § 3717 for debts owed to the United States, or an amount of interest as the Federal Government otherwise
determines.
7) ECHO System. Ifthe Recipient is authorized to receive payments provided through ECHO -Web, FTA does not generally review the drawdown when made; however, FTA may review the drawdown at a later time, and subject that drawdown to an audit under a financial oversight review, a triennial review, or another audit.
Payment Procedures for a Cooperative Agreement. A Recipient of federal assistance through a Cooperative Agreement must use the DELPHI eInvoicing System to obtain federal payments for costs incurred that implement the Underlying Agreement, unless a waiver is granted.
1) Standard Procedures. To make and receive payments through the DELPHI eInvoicing System, the procedures below must be followed:
i) Access to the DELPHI elnvoicing System. To access the DELPHI elnvoicing System, the Recipient:
35 A) Must have internet access to register and submit payment requests through the DELPHI eInvoicing System;
B) Should contact its FTA Manager for the Underlying
Agreement to obtain the required DELPHI User access form and approval;
C) Must complete the required form that the FAA, Enterprise Service Center' s (ESC) Help Desk uses to verify the
Recipient' sidentity, and present it to a Notary Public for verification;
D) Return that form, completed and notarized, to:
DOT Enterprise Services Center
FAA Accounts Payable, AMZ- 100
PO Box 25710
Oklahoma City, OK 73125;
and
E) Should contact its FTA Manager for the Underlying
Agreement with any changes to its system profile information. ii) Payment Requests. The Recipient must submit each payment request electronically through the DELPHI eInvoicing System, unless a waiver is granted; use of the DELPHI eInvoicing System requires the FTA Manager for the Underlying Agreement to review all supporting documentation before authorizing payment.
iii) Additional Information. The U. S. DOT DELPHI elnvoicing System website at http:// www. dot. gv/ cfo/ delphi- einvoicing- system. html displays additional information, including the access form and training materials a Recipient may need.
iv) Federal Responsibilities. When FTA so requests, the Federal Aviation Administration ( FAA) will make payments to FTA Recipients electronically. On behalf of FTA, FAA/ ESC must process payment requests to a Recipient of federal assistance documented in its Cooperative Agreement with FTA, and will deposit that federal assistance with the Recipient' sfinancial institution ( Note: FTA no longer issues paper checks).
2) Waiver Requests. On a case - by -case basis, U. S. DOT Financial Management officials may waive the requirement for a Recipient to register and use the DELPHI eInvoicing System.
36 i) The Recipient' sResponsibilities. If the Recipient seeks a waiver from the requirement to use the DELPHI eInvoicing System:
A) It must notify U. S. DOT and FTA by downloading the waiver request form, which can be obtained on the U. S. DOT
elnvoicing website at http:// www. dot. gv/ cfo/ delphieinvoicing- system. html, and notifying its FTA Manager for the Underlying Agreement that it has requested a waiver from using the DELPHI eInvoicing System;
B) It must send its waiver request to the Director of the Office of Financial Management, U. S. Department of Transportation, Office of the Secretary ( OST), Office of Financial
Management, B- 30, 1200 New Jersey Avenue SE,
Washington DC 20590- 001
DOTElectroniclnvoicing@dot. gov; and
C) If it obtains a waiver from the use ofthe DELPHI eInvoicing System, then payment will be made using the DELPHI Mark View System, and the Recipient should submit all invoices and any supporting documentation directly to:
a. FTAinvoices@faa. gov (Note: no more than 10 MB of
data can be transmitted at one time. For invoices
greater than l OMB, split into multiple emails and
notate in the subject Email 1 of4, 2 of 4, etc.); or
b. DOT/ FAA (FTA Account)
6500 South MacArthur Blvd.
AMZ- 150, HQ Room 272
PO Box 26904
Oklahoma City, OK 73125- 69041
ii) Federal Responsibilities. FTA and U. S. DOT have the following responsibilities:
A) The Director, OST, Office of Financial Management, will confirm or deny the waiver request within approximately 30 days.
B) Ifthe request is granted, then payments will be made after receipt of the required FTA reporting forms, provided the Recipient has complied with the U. S. DOT Common Rules
and this Master Agreement.
37 iii) DELPHI elnvoicing System or DELPHI Mark View System. If the Recipient receives payments provided through the DELPHI eInvoicing System or DELPHI Mark View System, the Recipient must submit a
request for payment with adequate supporting
documentation for FTA to determine that:
It has complied and is complying with the Underlying
Agreement;
It has made and is making adequate progress toward
completion of the Award; and
It has satisfied FTA that the federal assistance requested is needed for the eligible purposes of the Award in that
requisition period.
iv) Reimbursement. After it has demonstrated satisfactory compliance with this section, FTA may reimburse the federal share of the Recipient' sapparent allowable costs incurred or to be incurred in the requisition period if those apparent allowable costs are consistent with the Award Budget, and those apparent allowable costs do not exceed the maximum amount of federal assistance that may be paid through the federal fiscal year of that requisition.
h) Safeguarding Federal Assistance. The Recipient agrees to deposit all federal assistance it receives in a financial institution and in an insured account whenever possible, and understands that FTA encourages it to use financial institutions owned at least fifty (50) percent by minority group members.
i) The Recipient' sDuty to Pay Eligible Costs. When accompanied by appropriate documentation, the Recipient agrees to pay the eligible costs incurred that implement the Award when due, using the available federal assistance provided for the Award and the non- federal share.
j) Effect ofFederal Payments. The Recipient agrees that any federal payment made for a cost incurred that is supported by its Underlying Agreement does not constitute the Federal Government' sfinal decision about the eligibility of the cost for payment with federal assistance provided through the Underlying Agreement, or a waiver of any violation of any federal law, regulation, requirement, guidance, the Underlying Agreement or this Master Agreement.
k) Revocation ofFederal Assistance. The Federal Government may revoke the unexpended portion of federal assistance for the Award after the Award has been made and executed.
38 1) Final Cost Determination. The Recipient acknowledges that the Federal Government will not make a final determination about the eligibility of any cost until the audit of the Award and Underlying Agreement has been completed.
m) Closeout. The Recipient agrees that closeout of the Award will not alter:
1) The Recipient' sobligation to return any amounts it owes the Federal Government for later refunds, corrections, or other similar actions; and 2) The Federal Government' sright to disallow costs and recover federal assistance based on a later audit or other review.
n) Notification. Ifthe Federal Government determines that the Recipient is not entitled to any portion of federal assistance paid, the Federal Government will notify the Recipient in writing.
o) Recovery ofImproper Payments. Unless prohibited by federal law or regulation, the Federal Government may recover any federal assistance necessary to satisfy any outstanding monetary claims it may have against the Recipient.
P) Program Income. The Recipient agrees that it may use its program income derived from a Project receiving federal assistance through the Underlying Agreement as FTA permits. In determining the total amount of program income a Recipient has earned from its Project, those costs incident to earning program income that have not been charged to the Award may be deducted from the Recipient' s gross income. 1) During the Period ofPerformance. The Recipient may use program income earned during the period of performance of the Underlying Agreement as follows:
i) The Recipient may retain the income for other capital or operating public transportation expenses. If the Recipient chooses not to use program income for current or future FTA Grants or Cooperative Agreements or for other purposes ineligible for federal participation, then the amount of program income used for purposes ineligible for federal participation will be deducted from the total allowable costs to determine the net allowable costs.
ii) For each Public Transportation Innovation, Technical Assistance, Workforce Development Project or Enhanced Mobility of Seniors and Individuals with Disabilities project, or related activities, the Recipient may add program income to the Award.
39 iii) Depending on federal statutory or regulatory restrictions, the Recipient may use the program income for the non- federal share for a future public transportation Project that will receive federal assistance provided by FTA.
2) After the Award Period. Except as FTA determines otherwise in writing, the Recipient has no obligation to the Federal Government regarding the disposition of program income earned after the end of the period of performance of the Award ( i.e., after the ending date of the final Federal Financial Report).
q) Profits. The Recipient and Subrecipient may earn or keep the profits it may derive as a result of an Award, but the Recipient agrees that any such profits must be used in a manner consistent with the provisions of this Master Agreement or applicable federal guidance.
r) Excess Payments, Disallowed Costs, Refunds, Claims, Debts, Interest, Penalties, Administrative Charges, and Other Amounts Owed to the Federal Government. 1) The Recipient' sResponsibility to Pay. The Recipient agrees that after receiving notice of specific amounts due, it will pay the amount it owes the Federal Government for:
i) Excess federal payments for disallowed costs;
ii) Refunds due and amounts recovered from third parties or other sources;
iii) Federal claims or debts;
iv) Interest assessed;
v) Penalties;
vi) Administrative charges; or
vii) Other amounts it owes the Federal Government.
2) Amount ofInterest Due. The amount of interest to be assessed depends on the procedures used to pursue payment:
i) The Debt Collection Act. When the Federal Government uses the procedures of the Debt Collection Act of 1982, as amended, 31 U. S. C. § 3701, et seq., to collect claims or debts owed by the Recipient for any reason authorized under that Act ( including excess 40 payments and disallowed costs), the Recipient agrees that the amount of interest it will owe will be determined by the Joint U. S. Treasury and U. S. DOJ regulations, " Standards for the Administrative Collection of Claims," 31 CFR Part 900, specifically 31 C. F. R. 901.(a) — ( g), or common law interest authorized by 31 C. F. R. 901.( i), as the Federal Government determines.
ii) Other Collection Processes. When the Federal Government uses methods or procedures other than those described in 31 U. S. C. 3701, et seq., to recover money( ies) the Recipient owes the Federal Government, the Recipient agrees that common law interest will be due as authorized by Joint U. S. Treasury and U. S. DOJ regulations, Standards for the Administrative Collection of Claims," 31 C. F. R. 901.( i), but interest for premature withdrawals of federal assistance by states or state instrumentalities will be calculated as required under Section 5(b) of the Cash Management Improvement Act of 1990, as amended, 31 U. S. C. § 6503( b), and U. S. Treasury regulations, " Rules and Procedures for Efficient Federal -State Funds Transfers," 31 CFR Part 205.
s) De -obligation ofFederal Assistance. The Recipient agrees that the Federal Government may de -obligate federal assistance the Recipient has not spent both before and after closeout of the Award.
Section 8. Records and Reports Related to the Award and the Underlying Agreement. a) Records. The Recipient agrees to maintain satisfactory records of each Project and activities related in whole or in part to its Award, the accompanying Underlying Agreement, and any Amendments thereto to the extent FTA requires, including, but not limited to:
1) Financial Records. Accurate financial records in its account for its Award, the accompanying Underlying Agreement, and any Amendments thereto, including, but not limited to, records of:
i) Assets Received that Implement the Award. The amount of all assets it receives to implement its Award, the accompanying Underlying Agreement, and any Amendments thereto including, but not limited to all federal assistance or the value of any property the Federal Government provides that implement its Award, the accompanying Underlying Agreement, and any Amendments thereto, and all other funds and the value of any property or services it has received from sources other than the Federal Government provided for, accruing to, 41 or otherwise received on account of its Award, the accompanying Underlying Agreement, and any Amendments thereto.
ii) Costs Incurred that Implement the Award. Information about the costs incurred to implement its Award, the accompanying Underlying Agreement, and any Amendments thereto, including all costs incurred for the eligible property or services, detailed descriptions of the type of property or services acquired, including, but not limited, to properly executed payrolls, time records, invoices, contracts, vouchers, and other appropriate records, and detailed justifications for those costs.
iii) Program Income. All program income derived from the use of Project property, except income FTA determines to be exempt from federal program income record requirements.
2) Other Records Needed for Reports Related to the Award. Sufficient records as needed to prepare adequate reports related to the Award that it must submit to the Federal Government.
3) Formats. Formats for records must be satisfactory to FTA and include, but are not limited to, electronic records, including any emails related to the Award, records on paper, and records created in other formats. 4) Availability of Records Related to the Award. Accessibility for review and separation from other records not related to the Award to the extent feasible must be maintained.
b) Reports. The Recipient agrees to provide to FTA, and others if FTA so directs, all reports related in whole or in part required by applicable federal laws, regulations, requirements, the Underlying Agreement, or at FTA' s
express direction in the
number and format as FTA specifies.
c) Data on Assaults on Transit Workers and Bus Impact Fatalities. The Recipient agrees to report when required to the National Transit Database in accordance with FTA regulation 49 CFR Part 630, "National Transit Database," and applicable FTA instructions —
1) Any data on assaults on transit workers ofthe Recipient; and 2) Any data on fatalities that result from an impact with a bus. d) National Transit Database. For each fiscal year the Recipient receives or provides to any public transportation operator federal assistance appropriated or made available 42 for 49 U. S. C. § 5307 ( including the Passenger Ferry Grant Program) or any provision of 49 U. S. C. § 5311 ( including the Tribal Transit Program):
1) Reporting Requirements. The Recipient agrees to, and assures that it will require any person that receives benefits directly from its Award ( including the public transportation operators participating in its Award), the accompanying Underlying Agreement, and any Amendments thereto:
i) To facilitate compliance with 49 U. S. C. § 5335( a), which authorizes the National Transit Database ( NTD);
ii) To conform to the NTD reporting system and the Uniform System of Accounts and Records;
iii) To comply with FTA regulations, " Uniform System of Accounts and Records and Reporting System," 49 CFR Part 630;
iv) To report when required to the National Transit Database in accordance with FTA regulation 49 CFR Part 630, "National Transit Database," and applicable FTA instructions —
A) Any information relating to a transit asset inventory or condition assessment conducted by the Recipient; and
B) Such other information as FTA may require; and
v) To comply with any other applicable reporting regulations, and requirements, and
vi) To follow FTA guidance.
2) Voluntary Compliance. FTA encourages any Recipient that is not required to provide information for the NTD, to provide that information voluntarily. e) U. S. OMB Special Reporting Requirements.
1) Authority. U. S. OMB has issued regulatory guidance in 2 C. F. R. § 25.20 instructing federal agencies to include special " award terms" as authorized under federal laws, including:
i) The Federal Funding Accountability and Transparency Act of 2006 FFATA), Public Law No. 109- 282, September 26, 2006;
43 ii) Section 6202 of the Department of Defense Appropriations Act for Fiscal Year 2008, Public Law No. 110- 252, June 30, 2008, which amended the FFATA; and
iii) Section 872 of the Duncan Hunter National Defense Authorization Act for Fiscal Year 2009, Public Law No. 110- 417, October 14, 2008, which further amended the FFATA.
2) Universal Identifier and System for Award Management (SAM). The Recipient agrees to comply with the award terms in U. S. OMB regulatory guidance, " Universal Identifier and System for Award Management ( SAM)," 2 CFR Part 25, appendix A, which FTA has included in this Master Agreement at the direction of U. S. OMB:
i) Requirements for the System for Award Management (SAM). Unless exempted from SAM as provided in 2 C. F. R. § 25. 110, the Recipient agrees to:
A) Maintain the currency of its information in SAM until the later of the date it submits its final financial report required under this Master Agreement, or the date it receives its final federal payment for the Underlying Agreement; and
B) Review and update its information in SAM at least annually after the initial registration, and more frequently if required by changes in its information, another provision of an applicable federal or federally assisted agreement, or an applicable federal law or regulation, or U. S. OMB regulatory guidance. ii) Requirement for a Unique Entity Identifier [ Currently, the Data Universal Numbering System ( DUNS) Number for SAM]. If the Award includes federal assistance intended to support subawards, the Recipient agrees to notify each potential Subrecipient and other entity participating in the Award that:
A) The potential Subrecipient or entity must provide its unique entity identifier for SAM [ currently, its DUNS number] to the Recipient;
B) The Recipient may not make any subaward to any potential Subrecipient or entity unless that Subrecipient or entity has provided its unique entity identifier for SAM [ currently, its DUNS number] to the Recipient; and
44 C) No Subrecipient or entity, as described below in section 8(d)( 4) ofthis Master Agreement, may receive a subaward provided through the Underlying Agreement, unless that
entity has provided its unique entity identifier for SAM currently, its DUNS number] to the Recipient.
3) Reporting Subawards and Executive Compensation. The Recipient agrees to comply with the award terms in U. S. OMB regulatory guidance, " Reporting Subaward and Executive Compensation Information," 2 CFR Part 170, appendix A, which FTA has included in this Master Agreement at the direction of U. S. OMB.
4) Reporting ofFirst -Tier Subawards. The Recipient agrees that when it takes an action that obligates $ 25, 000 or more in federal assistance for a subaward, it must report each such action as provided below, but it need not report an obligation of $25, 000 or more in federal assistance, ifthe Recipient is exempt from U. S. OMB' sSpecial Reporting Requirements as provided below. i) Where and when to report. The Recipient agrees to report each obligating action described below to http:// www. fsrs. gov, and the Recipient agrees to report subaward information no later than the end of the month after the month in which the obligation was made, (for example, ifthe obligation was made on October 1, 2015, the obligation must be reported by no later than November 1, 2015). ii) What to report. The Recipient agrees to report the requisite information about each obligating action required by the submission instructions posted at http:// www. usaspending. gov.
iii) Reporting Total Compensation ofthe Recipient' s
Executives. The
Recipient agrees to report the total compensation for each of its five highest compensated executives for the preceding completed fiscal year if:
A) The total federal assistance authorized to date for the Underlying Agreement is $ 25, 000 or more; and
B) In its preceding fiscal year, the Recipient:
a. Received 80 percent or more of its annual gross
revenues from federal assistance subject to the
Transparency Act, as defined in 2 C. F. R. § 170. 320
and subawards) and/ orfederal procurement contracts
and subcontracts);
45 b. Received $25, 000,00or more in annual gross
revenues from federal assistance subject to the
Transparency Act, as defined in 2 C. F. R. § 170. 320
and subawards) and/ or federal procurement contracts
and subcontracts); and
c. The public does not have access to information about the compensation ofthe Recipient' s executives
through periodic reports filed under Section 13( a) of
the Securities Exchange Act of 1934, 15 U. S. C.
78m( a), Section 15( d) of the Securities Exchange
Act of 1934, 15 U. S. C. § 78o( d), or Section 6104 of
the Internal Revenue Code of 1986, 26 U. S. C. § 6104
to determine ifthe public has access to the
compensation information, see the U. S. Securities and
Exchange Commission total compensation filings at
http:// www. sec. gov/ answers/ execomp. htm).
C) The Recipient agrees to report executive total compensation described above as part of Recipient' sregistration profile at http:// www. sam. gov, and by the end of the month after the month in which the Underlying Agreement is executed and annually thereafter.
D) Reporting
Executives.
of
Unless
Total Compensation
exempt as provided
of the
below,
Subrecipient' s
the Recipient
agrees to report the names and total compensation of each of its first -tier Subrecipient' sfive highest compensated executives for the Subrecipient' spreceding completed fiscal year if:
a. It received 80 percent or more of its annual gross
revenues from federal assistance subject to the
Transparency Act, as defined in 2 C. F. R. § 170. 320
and subawards) and/ orfederal procurement contracts
and subcontracts); and
b. It received $ 25, 000,00 or more in annual gross
revenues from federal assistance subject to the
Transparency Act as defined in 2 C. F. R. § 170. 320
and subawards) and/ orfederal procurement contracts
and subcontracts);
c. The public does not have access to information about the compensation of the Subrecipient' sexecutives
through periodic reports filed under Section 13( a) of
the Securities Exchange Act of 1934, 15 U. S. C.
78m( a), Section 15( d) of the Securities Exchange
Act of 1934, 15 U. S. C. § 78o( d), or Section 6104 of
the Internal Revenue Code of 1986, 26 U. S. C. § 6104
to determine ifthe public has access to the
compensation information, see the U. S. Securities and
Exchange Commission total compensation filings at
http:// www. sec. gov/ answers/ execomp. htm).
E) The Recipient agrees to report the Subrecipient' s executives' total compensation described above to FTA and elsewhere as may be determined by the Federal Government, and by the end of the month following the month during which the
Recipient makes the subaward ( for example, if a subaward is obligated on any date during the month of October of a given year, i.e., between October 1 and 31, the Recipient must report any required compensation information about the Subrecipient by November 30 ofthat year).
F) Any Recipient that had gross income under $300, 00from all sources in the previous tax year is exempt from those federal requirements to report subawards, and the total compensation of the five highest compensated executives of any
Subrecipient.
5) Recipient Integrity and Performance Matters. U. S. OMB regulatory guidance, " Recipient Integrity and Performance Matters," 2 CFR Part 200, appendix XII, contains mandatory provisions that may affect the Recipient' s reporting requirements.
f) Closeout. The Recipient agrees that closeout of its Award does not alter the record - keeping and reporting requirements of this section of this Master Agreement.
Section 9. Record Retention and Access to Sites of Performance. a) Types of Records. The Recipient agrees to retain, and will require its Third Party Participants to retain, complete and readily accessible records related in whole or in part to the Underlying Agreement, including, but not limited to, data, documents, reports, statistics, subagreements, leases, third party contracts, arrangements, other third party agreements of any type, and supporting materials related to those records. 47 b) Retention Period. The Recipient agrees to comply with the record retention requirements in the applicable U. S. DOT Common Rule. Records pertaining to its Award, the accompanying Underlying Agreement, and any Amendments thereto must be retained from the day the Underlying Agreement was signed by the authorized FTA official through the course of the Award, the accompanying Underlying Agreement, and any Amendments thereto until three years after the Recipient has submitted its last or final expenditure report, and other pending matters are closed.
c) Access to Recipient and Third Party Participant Records. The Recipient agrees, and assures that each Subrecipient, if any, will agree to:
1) Provide, and require its Third Party Participants at each tier to provide, sufficient access to inspect and audit records and information, including such records and information the Recipient or its Third Party Participants may regard as confidential or proprietary, related to its Award, the accompanying Underlying Agreement, and any Amendments thereto to the U. S. Secretary of Transportation or the Secretary' sduly authorized representatives, to the Comptroller General of the United States, and the Comptroller General' s duly authorized representatives, and to the Recipient and each of its Subrecipients;
2) Permit those individuals listed above to inspect all work and materials related to its Award, and to audit any information related to its Award under the control of the Recipient or Third Party Participant within books, records, accounts, or other locations; and
3) Otherwise comply with 49 U. S. C. § 5325( g), and federal access to records requirements as set forth in the applicable U. S. DOT Common Rules. d) Access to the Sites ofPerformance. The Recipient agrees to permit, and to require its Third Party Participants to permit, FTA to have access to the sites of performance of its Award, the accompanying Underlying Agreement, and any Amendments thereto, and to make site visits as needed in compliance with the U. S. DOT Common Rules. e) Closeout. Closeout of the Award does not alter the record retention or access requirements of this section of this Master Agreement.
Section 10. Completion, Audit, Settlement, and Closeout. a) Completion. Within one hundred twenty ( 120) calendar days after completion or termination of the Award, the Recipient agrees to submit; and within ninety ( 90) calendar days after completion or termination of the Award ( or an earlier date as 48 agreed upon by the pass -through entity and subrecipient), the subrecipient agrees to submit to the pass - through entity:
1) Its final Federal Financial Report, either electronically or on Federal Financial Report Standard Form 425 ( SF -425);
2) A certification of expenses incurred that implement its Award, the accompanying Underlying Agreement, and any Amendments thereto; and 3) The necessary audit reports of its Award, the accompanying Underlying Agreement, and any Amendments thereto.
b) Audit ofthe Recipient. Except as the Federal Government determines otherwise in writing, the Recipient agrees that:
1) Audits Required. It must obtain the following audits:
i) Annual " Single Audit. " A financial and compliance audit consistent with the requirements of the Single Audit Act Amendments of 1996, 31 U. S. C. § 7501, et seq., and applicable U. S. DOT " Single Audit" requirements of 2 CFR Part 1201, which incorporate by reference 2 CFR Part 200, for each Award, the accompanying Underlying Agreement, and any Amendments to any Underlying Agreement; and ii) Other Audits. Other audits the Federal Government may require. 2) Auditing Standards. It must comply with the " Audit Requirements" of 2 CFR Part 200, subpart F, and conform to U. S. Government Accountability Office U. S. GAO) "Government Auditing Standards" in the conduct of audits of its Award, the accompanying Underlying Agreement, and any Amendments thereto.
3) Costs ofAudits. The audit costs for the administration and management of the Award, the accompanying Underlying Agreement, and any Amendments to any Underlying Agreement are allowable to the extent authorized by the cost principles of 49 CFR Part 1201, which incorporate by reference 2 CFR Part 200.
c) Amounts Owed to the Federal Government. The Recipient agrees to return to the Federal Government any excess federal payments it receives for disallowed costs, and the Federal Government' s
proportionate part of any amounts it recovers from
third parties or other sources, including refunds due and amounts recovered from third parties or other sources, interest assessed, penalties, and administrative charges. 49 d) Closeout. The Recipient agrees that closeout of the Award occurs when FTA notifies the Recipient that the Award is closed, and approves the final federal payment, or acknowledges receipt of the proper refund. Closeout of the Award does not alter the Recipient' s audit responsibilities and does not invalidate any continuing requirements of applicable federal law, regulations, or requirements, this Master Agreement or the Underlying Agreement.
Section 11. Right of the Federal Government to Terminate. a) Justification. After providing written notice to the Recipient, the Recipient agrees that the Federal Government may suspend, suspend then terminate, or terminate all or any part of the federal assistance for the Award if:
1) The Recipient has failed to make reasonable progress implementing the Award;
2) The Federal Government determines that continuing to provide federal assistance to support the Award does not adequately serve the purposes of the law authorizing the Award; or
3) The Recipient has violated the terms ofthe Underlying Agreement, especially if that violation would endanger substantial performance of the Underlying Agreement.
b) Financial Implications. In general, termination of federal assistance for the Award will not invalidate obligations properly incurred before the termination date to the extent that those obligations cannot be canceled. The Federal Government may recover the federal assistance it has provided for the Award, including the federal assistance for obligations properly incurred before the termination date, if it determines that the Recipient has misused its federal assistance by failing to make adequate progress, failing to make appropriate use of the Project property, or failing to comply with the Underlying Agreement, and require the Recipient to refund the entire amount or a lesser amount, as the Federal Government may determine including obligations properly incurred before the termination date. c) Expiration ofthe Period ofPerformance. Except for a Full Funding Grant Agreement, expiration of any period of performance established for the Award does not, by itself, constitute an expiration or termination of the Award; FTA may extend the period of performance to assure that each Formula Project or related activities and each Project or related activities funded with " no year" funds can receive FTA assistance to the extent FTA deems appropriate.
50 d) Uniform Administrative Requirements. These termination rights are in addition to and in no way limit the Federal Government' srights to terminate described in 2 CFR 200. 340.
Section 12. Civil Rights.
a) Civil Rights Requirements. The Recipient agrees that it must comply with applicable federal civil rights laws, regulations, and requirements, and follow applicable federal guidance, except as the Federal Government determines otherwise in writing.
Therefore, unless a Recipient or a federal program, including the Indian Tribe Recipient or the Tribal Transit Program, is specifically exempted from a civil rights statute, FTA requires compliance with each civil rights statute, including compliance with equity in service requirements.
b) Nondiscrimination in Federal Public Transportation Programs. The Recipient agrees to, and assures that it and each Third Party Participant will:
1) Prohibit discrimination based on race, color, religion, national origin, sex including sexual orientation), disability, or age.
2) Prohibit the:
i) Exclusion from participation in employment or a business opportunity for reasons identified in 49 U. S. C. § 5332;
ii) Denial of program benefits in employment or a business opportunity identified in 49 U. S. C. § 5332; or
iii) Discrimination identified in 49 U. S. C. § 5332, including discrimination in employment or a business opportunity identified in 49 U. S. C. § 5332.
3) Follow:
i) The most recent edition of FTA Circular 4702. 1, "Title VI Requirements and Guidelines for Federal Transit Administration Recipients," to the extent consistent with applicable federal laws, regulations, requirements, and guidance; but
ii) FTA does not require an Indian Tribe to comply with FTA program - specific guidelines for Title VI when administering its Underlying Agreement supported with federal assistance under the Tribal Transit Program.
51 c) Nondiscrimination — Title VI ofthe Civil Rights Act. The Recipient agrees to, and assures that each Third Party Participant will:
1) Prohibit discrimination based on race, color, or national origin, 2) Comply with:
i) Title VI of the Civil Rights Act of 1964, as amended, 42 U. S. C. 2000d, et seq.;
ii) U. S. DOT regulations, " Nondiscrimination in Federally -Assisted Programs of the Department of Transportation — Effectuation of Title VI of the Civil Rights Act of 1964," 49 CFR Part 21, including any amendments thereto; and
iii) Federal transit law, specifically 49 U. S. C. § 5332; and 3) Follow:
i) The most recent edition of FTA Circular 4702. 1, "Title VI Requirements and Guidelines for Federal Transit Administration Recipients," to the extent consistent with applicable federal laws, regulations, requirements, and guidance;
ii) U. S. DOJ, "Guidelines for the enforcement of Title VI, Civil Rights Act of 1964," 28 C. F. R. § 50. 3;and
iii) All other applicable federal guidance that may be issued. d) Equal Employment Opportunity.
1) Federal Requirements and Guidance. The Recipient agrees to, and assures that each Third Party Participant will, prohibit discrimination based on race, color, religion, sex, sexual orientation, or national origin, and:
i) Comply with Title VII of the Civil Rights Act of 1964, as amended, 42 U. S. C. § 2000e, et seq.;
ii) Comply with Title I of the Americans with Disabilities Act of 1990, as amended, 42 U. S. C. §§ 12101, et seq.;
iii) Comply with federal transit law, specifically 49 U. S. C. § 5332, as provided in section 12 of this Master Agreement;
52