CONTRACT APPROVAL SHEET
AGENCY: I MTC ConTracker #:
I
Contract No.
I (Acctg. use only):
NAME OF CONTRACTOR/CONSULT ANT: Santa Clara Valley Transportation Authority PROJECT Master Funding Agreement and Program Supplement Agreement for Planning, Programming, TITLE: Tra nsportation, Tra nsit, Land Use, or Other Projects Amount 1 Approval by Committee Approval Grant/ Grant No./ Allocation No.~ I ED or Date Attuclr nuut recent Allocation Name Funding Source (Acctg.) Committee .,ig11ed Com1't memo
(specify)
Original $0 PAC July 2016. MTC STP
Contract: Resoluuon No. 4202, Federal Funds : , Yes* j X / No I Revised *!j)es.ple~e complete the form saved at J:\CONTRACT\Contract Formats\FORMATS\!Oc.odf Amend #I: $6,078,000 • PAC July 2016, MTC STP STPL 6084(206) Resolution No. 420 2, Revised ·-
Amend #2:
Amend #3: --
Work Item: 1512 Sole Source: Yes D No D N/A ✓ delete 2 check marks. If yes, attach signed sole source Fiscal Years: ( FY 17/ 18 thru FY 27/28 justification
Lnsurance Code: Insurance Exceptions: I
Contractor Contact/Emai I: Carolyn Gonot, [email protected] Contractor Address: 333 I North First Street, San Jose, CA 95 I 34 J:\PROJECl\Fundmg \CMA Plannmg\CMA Master Agreements \Contracl Approval Sheets\Santa Clara Contra.cl Approval Sheet.docx
REVIEW LIST
Project Manager: /Z-;:t/7?-' Date:
Pre Award Audit Re uired: Yes No X
Section Director:
Budget Review:
Contract
Administration 1:
IT Review:
Office of General
Counsel:
Deputy Executive
Director:
Deputy Executive
Director:
Finance Section:
Public Works:
Anne Richma /
)_ /i..----
7 Andrew Nguyen
c,1Rtl~ia Segal/Matt Lavrint>ts/J esdiiil MiessHer
NIA
Andrew B. Fremier2
1/L---- -
Return to Contract Administration
1 Includes DBE review for all federally-funded commcts . 2 Reviews all procurements and contracts from OPS, EPS, TSS, BAiA, BAHA, MTC SAFE. and BAIFA funded \\Ork. ' Reviews all procurements and contracts from Planning, PAA, LPA and ADS.
Date:
Date:
Date:
Date:
Yes No X
~/2q)I)=
6M2 I
Date:(/zz(a
Date:
Date: (; / 7,clfJ }
Date: 11~ \it> rr
RECEIVED
II II'-' '> t'I ' 7
MTC LEGAL DEPT
MASTER FUNDING AGREEMENT
BETWEEN THE METRO POLIT AN TRANSPORTATION COMMISSION
AND
SANTA CLARA VALLEY TRANSPORTATION AUTHORITY
PLANNING , PROGRAMMING ,
TRANSPORTATION , TRANSIT, LAND USE OR OTHER PROJECTS
FOR
FISCAL YEAR 2017-18 through FISCAL YEAR l&?9'-28
-Jvf)Ct(y-"7,1
MASTER FUNDING AGREEMENT
BETWEEN THE METROPOLITAN TRANSPORTATION COMMISSION
AND
SANTA CLARA VALLEY TRANSPORTATION AUTHORITY
PLANNING, PROGRAMMJNG>
TRANSPORTATION, TRANSIT, LAND USE OR OTHER PROJECTS
FOR
FISCAL YEAR 2017-18 through FISCAL YEAR 2026-27
TABLE OF CONTENTS
ARTICLE PAGE
1.0 GENERAL ............................ ................................ .................... .......................................... 1
2.0 TNTERAGENCY AGREEMENT ADMINISTRATION .............................................. 2
3.0 FUNDING .......................................................................................................................... 2
4.0 TERM ................................................................................................................................. 3
5.0 PAYMENT ........................................................................................................................ 3
6.0 DELAYS AND FAlLlJRE TO PERFORM .................................................................... 3
7.0 AMENDMENTS ............................................................................................................... 3
8.0 TERMINATION ............................................................................................................... 4
9.0 USE OF THIRD PARTY CONTRACTS ....................................................................... 4
10.0 INDEMNIFICATION ...................................................................................................... 4
11.0 LAWSANDREGULATIONS ......................................................................................... 4
12.0 RECORDS ......................................................................................................................... 4
13.0 AUDITS .............................................................................................................................. 5
14.0 SUBCONTRACTS ............................................................................................................ 5
15.0 PROHIBITED INTERESTS ........................................................................................... 6
16.0 ORGANIZATIONAL CONFLICTS OF INTEREST ................................................... 6
17.0 CHOICE OF LAW ........................................................................................................... 7
18.0 PARTIAL INVALIDITY ................................................................................................. 7
19.0 NO THIRD PARTY BENEFICIARIES .......................................................................... 7
20.0 ORDER OF PRECEDENCE ........................................................................................... 7 EXHIBIT A, FORM OF SUPPLEMENT ................................................................................... 9 EXHJBIT B-1, ADDITIONAL TERMS AND CONDITIONS (GENERAL) ....................... 11 EXHIBIT B-2, ADDITIONAL TERMS AND CONDITIONS (FEDERALLY REQUIRED CLAUSES) ................................................................................................................................... 12 CERTIFICATION OF RESTRICTIONS ON LOBBYING ................................................... 20 EXHIBIT B-3, ADDITIONAL TERMS AND CONDITIONS (STATE REQUIRED CLAUSES) ............................................ ....................................................... .................................. 21 EXIDBIT B-4, ADDITIONAL TERMS AND CONDITIONS (PREY AILING WAGE
RATES, APPRENTICESHIPS, AND PAYROLL RECORDS, NON FEDERALLY FUNDED AGREEMENTS) ....................................................................................................... 34 EXIDBIT B-5, ADDITIONAL TERMS AND CONDITIONS (PREY AILING WAGE
RATES, APPRENTICESHIPS, AND PAYROLL RECORDS, FEDERALLY FUNDED AGREEMENTS) ......................................................................................................................... 35 EXHJBIT B-6, ADDITIONAL TERMS AND CONDITIONS (RMl, RM2, AB 1171) ....... 47 EXHIBIT B-7, ADDITIONAL TERMS AND CONDITIONS (STP) .................................... 53 EXHIBIT B-8, ADDITIONAL TERMS AND CONDITIONS (SHRP2) .............................. 57 EXHIBIT C, FORM 10-C .......................................................................................................... 61 MTCNTA.
Master Funding Agreement for FY 20 l 7-18 through rv 2026-27 Page I
MASTER FUNDING AGREEMENT
Between METROPOLITAN TRANSPORTATION COMMISSION
And SANTA CLARA VALLEY TRANSPORTATION AUTHORITY
For PLANNING, PROGRAMMING,
TRANSPORTATION , TRANSIT, LAND USE OR OTHER PROJE CTS
This Master runding Agree ment, effect ive as of July I, 20 17 (this "Master Funding Agreemen t'' or "Agree ment"), is ente red into by and between the Metropolitan Transportat ion Commission (hereafte r "MTC"), a regional transpor tation planning agency estab lished pursuant to Californ ia Government Code§ 66500 el seq., and Santa C lara Valley Transportat ion Author ity (hereafter "AGENCY"). MTC and AGENCY are collectively referred to herein as ·'the Parties.'· WlTNESSETH
WHEREAS, MTC has been designated as the Metropolitan Planning Organization (MPO - federal) and the Regional Transpo rtation Planning Agency ("RTPA" - state) for the San Franc isco Bay Region; and
WI IEREAS, MTC from time to time expe cts lo provide funds available to it as MPO , RTPA or otherw ise to AGENCY ; and
WHEREAS, it is expec ted that these funds will be used for planning , programming, transportation, transit , land use or other projects relevant to MTC or its statutory purposes (the " Project" or " Projects "); and
WHEREAS , the Parties wish to set forth the terms and conditions under which MTC may from time to time provide funding to AGENCY for the period from July I, 20 17 to June 30, 2028;a nd
WHEREAS , before MTC will make funds available hereunder. MTC and AGENCY will enter into at least one Supplement to this Master Funding Agreement. which must be in subs tanti'ally the form attache d hereto as Exhibit A (each. a "Supplement") to estab lish the term s and conditions app licable to AGENCY when rece iving funds for the Project; NOW, THER EFORE, the Parties hereto agree as follows:
1.0 GENERAL
This Master Funding Agreement sha ll have no force and effect with respect to a Project or any portion thereof unless and until a Supplement has been fully executed by both MTC and MTCNTA
Funding Agreement for PY 2017-lll to PY 2026-27
AGENCY governing the relevant Project. Exhibit A, form of Supplement, is attached hereto and incorporated herein. Each Supplement shall include the following infonnation:
a. A description of the applicable Project scope of work; b. A maximum payment amount for lhe applicabl,e Project scope of work; c. An indication ofw bether the various clauses attached hereto as Exhibits B- 1 through B-7 shall apply to AGENCY's implementation of the applicable Project scope of work; d. Any additional covenants, conditions, restrictions or repo11ing requirements that apply to the applicable Project scope of work or funding source MTC is providing to AGENCY:
e. Identification of the MTC and AGENCY project managers for the applicable Project scope of work;
f. The estimated budget and payment milestones for the applicable Project scope of work; and
g. Any MTC or AGENCY resolutions, authorizations or approvals, or any other key documents, relevant to the applicable Project scope of work m· funding source MTC is providing to AGENCY.
Upon execution by MTC and AGENCY of such a Supplement, AGENCY shall assume the responsibility for implementing the applicable Project scope of work. and MTC will administer funding to AGENCY in accordance with this Agreement. the applicable Supplement, and any other documents incorporated by reference into such Supplement.
2.0 INTERAG ENCY AGREEMENT ADMINISTRATION
The administration of this Agreement will be conducted by MTC staff. Day-to~day management of individual projects required under this Agreement is assigned to the appropriate Project Manager at AGENCY and Project Manager at MTC, as set forth in the applicable Supplement.
3.0 FUNDING
A. The total compensation to be paid to AGENCY under this Agreement shall be the sum of the amounts of compensation payable to AGENCY as set forth in each Supplement.
B. AGENCY and MTC jointly agree to exert their best efforts to manage each component of the Project in such a way that prevents costs from exceeding the estimated budget set forth in the applicable Supplement.
C. Reimbursement of AGENCY travel expenses and per diem rates are not to exceed the rate specified by the State of California Department of Personnel Administration for similar employees (i.e. non-representative employees)
4.0 TERM
MTCNTA
Funding Abrreement for FY 2017-18 to PY 2026-27
Puge 3
This Agreement is in effect from July 1, 2017 to June 30, 2027. This Agreement term may be extended by mutual writte n agreement
5.0 PAYMENT
Conti ngent upon AGENCY's satisfactory completion of work products or milestones, as applicable, required under the appl icable Supplement, AGENCY shall submit invoices to MTC for that portion of the funds availab le to AGENCY lhat have been expended. This invoice will be in the format and provided no more frequently than prescribed by MTC in the app licable Supplement. In addition, all supporti ng documentation must accompany expenditures included on AGENCY invoices. Payment sha ll be made by MTC within thirty (30) days of receipt of an acceptable invoice, which shall be subject to the review and approval ofMTCs Project Manager or a designated representative. Approval of an invoice sha ll not be unreas onably withheld.
AGENCY should submit invoices electronically via email to MTC at acctpay(a),mtc.ca.gov OL" deliver or mail invoices to MTC, as follows:
Attent ion: Accounting Sectio n
Metropolitan Transpo rtat ion Commission
Bay Area Metro Center
375 Beale Street, Suite 800
San Francisco, CA, 94105
6.0 DELAYS AND FAILURE TO PERFORM
Whenever AGENCY encounters any difficulty that will delay timely performance of work, AGENCY sha ll notify MTC in writing. The parties agree to cooperate to work out a mutually satisfactory course of action.
lf MTC detennines that (a) AGENCY' s failure to complete a product on a timely basis is due to causes solely with in AGENCY's control; and/or (b) AGENCY has failed to cons ider MTC recommendations aimed at fac ilitatin g progress toward that product , MTC may impose suc h sanct ions as it may determine appropriate. Sanctions may include withholding of comme nsurate payment due under this Agreement until compliance is achieved.
7.0 AMENDMENTS
This Agreement or any Supp lemen t hereto may be amended by rnutual agreement of MTC and AGENCY at any time during the tenn of the Agreement. All such changes shall be incorporated in written amendments, which shall specify the changes in work performed and any adjustments in compensation and schedule. All amendments sha ll be execu ted by the authorized Execut ive or a designated representative of MTC and AGENCY and specifically identified as
MTC/VTA
Funding Agreement for FY 2017-18 to FY 2026-27
Pag1:: 4
amendments to the Agreement. The MTC Proj ect Manager is not a designated represe ntative . for purposes of execu ting an amendment .
8.0 TERMINATION
Either party may terminate this Agreement. in who le or in part. at any time upon ninety (90) days· written notice. rn this event, AGENCY shall submit a requisition to MTC for an amo unt represent ing the actual cost of services performed up to the effec tive date of term ination for which AGENCY has not been previous ly reimbur sed. In no event shall the maximum expe nditu re allowed under this Agreement , as it may be adjusted by a written amendment signed by both parties, be exceeded. Upon payment of the amount found due, MTC shaJI be under no fu1iher obligation to AGENCY, monetarily or otherwise .
9.0 USE OF THIRD PARTY CONTRACTS
AGENCY may subcontrac t or subvene funds to local agencies, consu ltants or contractors for performance o f portions of the work required under this Agreement , without the prio r written consen t of MTC, pro vided AGENCY com plies with any othe r app licable requirements of this Agreemen t and the app licable Suppleme nt hereto, and applicab le federa l and state requirements.
10.0 JNDEMNIFICATlON
AGENCY shall indemnify, defend, and hold harml ess MTC, its Co111111issioners, representatives , agents and employees from and agai nsl all c laims, injury, suits, demands, liabilit y, losses, damages and expenses, whether direct or indire ct (including any and all costs and expenses in connection therewith), incurred by reason of any act or failure to act of AGENCY, its officers, employees or agents, or subcons ultants or any of them in connection with this Agree ment.
11.0 LAWS AND REGULATIONS
AGENCY shall comply with any and all laws, statutes, ord inances, rules, regulations or requirements of the federal, state and/or a local gove rnment, and of any agency thereot: includin g but not Ii mited to the Ca I iforn ia Department of Transpor tatio n (Ca l trans) Local Ass istance Procedures Manual, as they exist at the time of execut ion of the Agreement and as they may be amende d in the future , whic h relate to or in any manner affec t the performance of this Agreemen t and any Suppl ements.
12.0 RECORDS
AGENCY agrees to esta blish and maintain an accou ntin g system conformin g to general ly accepte d accounting principles (GAA P) that is adequate to accumu late and segregate reasonable. al lowab le, and allocable project costs . AGENCY further agrees to keep all records pe1tain ing to
MTC/VTA
Funding Agreement for FY 2017-18 to PY 2026-27
the Project(s) being funded for audiL purposes for a minimum of: (a) three (3) years followi ng fina l payment to AGENCY, (b) four (4) years following the fiscal year of last expenditure under the Agreement; or (c) unti I comple tion of any litigation, claim or audit, wl1ichever is longest.
13.0 AUDITS
AGENCY shall perm it MTC and MTC's authorized representatives to have access to AGENCY's books, records , accounts, and any and all work products, materia ls, and other data relevant to this Agreement, for the purpose of making an audit, examination, excerpt and transcription during the tenn of this Agreement and for the period specified in Article 12.
AGENCY shall in no event dispose of, destroy , alter, or mutilate said books, records, accounts , work products, materials and data for that period of time. Such permission shall extend to books, records. accounts , and any and all work products , mater ials, and other data relevant to this Agreeme nt of the AGENCY's contractors and subcontractors, if any. If applicab le, should MTC request access to the constr uction site and related field operations, MTC shall provide reasonab le notice to AGENCY, and AGENCY shall provide access as it deems reasonable and safe, subject to the rights of the property owner if such owner is not AGENCY.
AGENCY further agrees to include in all its subco ntracts hereunder exceeding $25,000 a prnvis ion to the effect that the subconsultant agrees that MTC or any of MTC's duly authorized representatives shall have access to and the right to examine any directly pertinent books , documents , papers , and records of such subconsultant for the tenn specified above. "Subconsultant " is defined in Article 14.0 Subcontracts, below.
14.0 SUBCONTRACTS
A. For purposes of this Agreement, ··subconsultant" shall mean any consultant or contracto r under contract with tJ1e AGENCY to perform Project work. Any subconsultants must be engaged under written contract with AGENCY with provisions allowing AGENCY to comp ly with all requ irements of this Agreement. Failure of a subconsulta nt to provide any insurance required under this Agreement shall be at the risk of AGENCY. MTC 's Project Manager shall be notified in writing of any substitution or addition of subconsultants. Fut1her, within thirty (30) days of executing an agreement with a subconsultant, AGENCY shall comp lete Form I 0-C, as may be revised by the Caltrans from time to time, the current version of which is attached hereto as Exhibit C, Form 10-C, and submit it to MTC's Project Manage r. MTC shall not process payment of any invoice under the applicable Supplement relating to work by a subconsultant unless AGENCY shall have submitted to MTC a Form I 0-C with respect to its contract with such subconsultant.
B. Noth ing contained in this Agreement or otherwise, shall create any contractua l relation between MTC and any subconsu ltants, and no subcontract shall relieve AGENCY of
MTC/VTA
Funding Agreement for FY 10 I 7-1 S to FY 2026-27
Page6
his/her responsibilities and obligations hereunder. AGENCY agrees to be as fully responsible to MTC for the acts and omiss ions of its subconsultants and of persons either directly or indirectly employed by any of them as it is for the acts and omissions of persons directly employed by AGENCY. AGENCY'S obligation to pay its subconsultants is an independent obligation from MTC's obl igation to make payments to AGENCY.
C. Applicable provisions of this Agreement shall be included in any subcontract or subconsu ltant agreement in excess of $25,000 entered into under of this Agreement.
15.0 PROHIBITED INTERESTS
No member, officer, employee or agent of MTC, during his/her tenure shall have any prohib ited interest as defined by California Government Code Sections I 090, et seq., direct or indirect, in the Agreement or the proceeds thereof. Prohibited interests include interests of immediate family members, domestic pa11ners. and their employers or prospective employers.
Accordingly , AGENCY further covenants that it has made a complete disclost1rc to MTC of all facts of which AGENCY is aware upon due inquiry bearing upon any possible interest, direct or indirect, that it believes any member , officer, agent or employee of MTC (or an immediate family member, domestic partner or employer or prospective employer of such member, office r, agent or employee) presently has, or will have in the Agreement. or in the performance thereof , or in any portion of the profits thereunder. Willful failure to make such disclosure , if any, sha ll constitute grounds for cancellation and termination hereof by MTC.
16.0 ORGANlZATIONAL CONFLICTS OF INTEREST
AGENCY shall take all reasonable measures to preclude the existence or deve lopment of an organizationa l connict of interest in connection with work performed by subconsu ltants or subcon tractors under this Agreement. An organiLational conflict of interest occms when, due to other activities, relationships, or contracts. a firm or person is unable, or potentially unable, to render impar1ial assistance or advice to MTC or AGENCY; a firm or person's objectivity in perfonning the contract work is or might be impaired; or a firm or person has an unfair competitive advantage in proposing for awat·d of a contract as a result of information gained in performance of this or some other Agreement.
AGENCY shall not engage the serv ices of any subconsultant or subcontractor on any work related to this Agreement if the subconsultant or subcontractor, or any employee of the subconsultant or subcontractor, has an actual or apparent organizational conflict of interest related to work or services contemplated under this Agreement.
If at any time during the term of this Agreement AGENCY becomes aware of an organizational conflict of interest in connection with the work performed by a subconsultant or subcontractor hereunder. AGENCY shall immediately provide MTC wtth written notice of the
MTC/VTA
Funding Agreement for FY 2017-18 to FY 2026-27
facts and circumstances giving rise to this organizational conflict of interest. AGENCY ' s written notice wi ll also describe alternatives for addressing or eliminating the organizational conflict of interest. lf at any time during the period of performance of this Agreement , MTC becomes aware of an organizational conflict of interest in connection with performance of any work hereunder by a subconsultant or subcontractor, MTC shall similarly notify AGENCY. In the event a conflic t is presented, whether disclosed by AGENCY or its subconsultant or subcontractor, or discovered by MTC, MTC will considet the conflict presented and any alternatives proposed and meet with AGENCY to determine an appropriate course of action. MTC' s determination as to the manner in which to address the conflict shall be final.
Failure to comply with this section may subject AGENCY or its subconsultant or subcontractor to damages incurred by MTC in addressing organizational conflicts that arise out of work performed by such subconsultant or subcontractor, or to termination of this Agreement for breach .
17.0 CHOICEOFLAW
All questions pertaining to the validity and interpretation of the Agreement shall be determined in accordance with the laws of the State of California appl icable to agreement s made and to be performed within the State.
18.0 PARTIAL INVALIDITY
ff any term or condition of this Agreement is found to be illegal or unenforceable, such term or condition shall be deemed stricken and the remaining terms and conditions shall remain valid and in full force and effect.
19.0 NO THIRD PARTY BENEFICIARIES
This Agreement is not for the benefit of any person or entity other than the parties.
20.0 ORDER OF PRECEDENCE
In the event of a confl ict in the provisions of this Agreement, any Supplement hereto, or the Exhibits hereto incorporated by reference into such Supplement, the following order of priority shall be used in resolving such conflict: the applicable Supplement shall have first priority, then the Exhibits incorporated into such Supplement, then this Agreement.
MTC/VTA
funding Agreement for FY 2017- 18 to FY 2026-27
IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto as of the day and year first written above.
METROPOLITAN TRANSPORTATION
COMMISSION
SANTA CLARA VALLEY
TRANSPORTATION AUTHORITY
J:\CONTRAC1\Conlracts-Ncw\CON 17-18\Funding Agrccmenls\CMA Master Agrecmcnts\VTA\Masler Funding Agreement VTA Final.doc
MTC/VTA
Funding Agreement for FY 2017• I 8 to FY 2026-27
EXHIBIT A
FORM OF SUPPLEMENT
SUPPLEMENT [insert number] TO MASTER FUNDING AGREEMENT
This Supplement No. _ to Master Funding Agreement (''Supplement or ·1Agreement") is e11tered into this ___ day of _ _ _, 2017, by and between the Metropolitan Transportation Commission (hereafter "MTC-') and [AGENCY] (hereafter "AGENCY'') and supplements the Master Funding Agreement, dated ___ , 2017, by and between MTC and AGENCY.
Pursuant to this Supplement, MTC agrees to provide an amount not to exceed ___ _ dollars($ __ ~ in [describe funding source] to AGENCY to fund the [brief description of Project] (as more fully described in Annex l hereto, the "Supplement Project'} The estimated budget and payment milestones for the Supplement Project scope of work is attached as Annex lL hereto.
MTC will reimburse AGENCY for its actual eligible costs incurred for completed Supplement Project milestones or deliverables described in Annex II hereto.
The Supplement Project work will commence [date], and be completed no later than 20 ---~
The clauses selected below and attached as exhibits to the Master Funding Agreement shall apply to AGENCY's perfot1nance of the applicable Supplement Project scope of work hereunder:
□ Exhibit B-1, Additional Terms and Conditions (General), Paragraph A □ Exhibit B-1, Additional Terms and Conditions (General), Paragraph B D Exhibit 8-2 , Additional Terms and Conditions (Federally Required Clauses) □ Exhibit B-3, Additional Terms and Conditions (State Required Clauses) □ Exhibit 8-4, Additional Terms and Conditions (Prevailing Wage Rates, Apprenticeships. and Payroll Records, Non-Federally-Funded Agreements)
0 Exhibit 8-5, Additional Terms and Conditions (Prevailing Wage Rates, Apprenticeships. and Payroll Records, Federally-Funded Agreements)
□ Exhibit B-6, Additional Terms and Conditions (Regional Toll Funds including RMI , RM2, and ABl 171)
□ Exhibit B-7. Additional Terms and Conditions (Regional Discretionaty Federal Funds including STP and CMAQ)
[Insert any additional covenants, conditions, restrictions or reporting reqt1irements that apply to the Supplement Project scope of work or funding source MTC is providing to AGENCY.I
MTC/VTA
Funding Agreement for FY 2017- 18 to FY 2026-27
LDescribe/attach any MTC or AGENCY resolutions, authorizations or approvals, or any other key documents, relevant to the applicable Project scope of work or funding source MTC is providing to AGENCY,]
The MTC Project Manager for the Supplement Project is [name, telephone, email]. The AGENCY Project Manager for the Supplement Project is [name, telephone, email].
This Supplement is supplemental to the Master Funding Agreement; all terms and conditions of the Master Funding Agreement, as may be amended, remain unchanged hereby.
Capitalized terms used but not defined herein shall have the respective meanings assigned to them in the Master Funding Agreement.
METROPOLITAN TRANSPORTATION
COMMISSION
Steve Heminger, Executive Director
(AGENCY]
[Name/Title l
MTC/VTA
Master funding Agreement for rY 2017-18 through FY 2026-27
EXIDBITB-l
ADD ITIONAL TERMS AND CONDIT IONS (GENERAL)
A. INSURANCE REQU IREMENTS
AGENCY sha lL at its own expense, obtain and maintain (and/or cause its subcons ultant(s) to obtain and maintain , as applicable) the types of insurance and financial security listed (if any) in the app licable attachment or exhibit to the relevant Supplement against claims, damages and losses due to injuries to persons or damage to prope1ty or othe r losses that may arise in connection with the performance of work. under such Supplement ~ and in effect at all times for the duration of such Supplement. All policies will be issued by insurers acceptable to MTC, genem lly with a Best's Rating of A- or bette r with a Financial Size Category of VITI or better , or as otherwise specified in the applicable Supplement. Notw ithstandin g anything to the contrary, AGENCY may satisfy the insurance requirements herein utilizing self-insurance prov iding equ ivalent coverage.
B. CLAIMS OR DISPUTES
Unless othe rwise directed in writing by MTC, AGENCY shall continue performance under this Agreement while any matters in dispute are being resolved. Further. MTC shall pay AGENCY for any undi sputed work performed by AGENCY prio r to or during the resolution of the matters in dispute. fn the event there is a dispute concerning the interpretation of this Agreement or any aspect of the Project that the project managers identified by MTC and AGENCY are unable to resolve , the project manager for either MTC or AGENCY may request that an ad hoc Dispute Resolution Committee ("DRC ") be convened to resolve the dispute. The DRC shall consist of two members, one appo inted by the MTC Executive Director and the other appointed by the Chief Executive Officer of AGENCY . The responsibil ity o r chairi ng each ad hoc DRC shall alternate between the agencies, beginning with MTC. Further , disputes between MTC and AGENCY that cannot be resolved by the DRC may be submitted to alternative dispute resolution, as agreed to by the parties. Fees and expenses of the mediator will be borne equally.
MTC/VTA
Funding Agreement for rY 20 17-18 to F'Y 2026-27
EXffiBIT 8-2
ADDITIONAL TERMS AN D CONDITfONS
FEDERAL LY REQU IRED CLAUSES
I. EQUAL EMPLOYMENT OPPORTUNITY
In acco rdance with Title Vl of the Civ il Rights Act. as amende d (42 U.S.C. § 2000 d); Sect ion VII of the Civil Rights Act of 1964, as amended (42 U.S.C. § 2000e); Sect ion 303 of the Age Discrimi nation Act of 1975, as amended (42 U.S.C. § 6102); Section 202 of the A merica ns with Disab ilities Act of 1990 ( 42 U.S.C . § 12 132); and, for FT A-fund ed proj ects, 49 U.S.C. § 5332 and any implementing requirements that FTA may issue _ AGENCY agrees that it will not. on the grounds of race, religious creed, color, national origin, age, physica l disabi lity or sex. discrim inate or permit discrimination against any employee or app licant for emp loyme nt.
2. D ISADVANTAGE D BUSINESS ENTERP RISE (DBE) POLICY
It is the policy of MTC and the U.S. Depa1tment of Transportation to ensure nondi scrimin ation in the award and administration of DOT-ass isted contracts and to create a leve l playing field on which disadvantaged business enterpri ses, as defined in 49 Code of Fede ral Regulations Part 26, can com pete fairly for contracts and su bcontracts rela ting to MTC 's procurement and professional services activi ties.
AGENCY shall not discriminate on the basis of race, color, national origin or sex in the performance of the ap plicable Supp lement. AGENC Y sha ll carry out app licable requi rements o r 49 CFR Part 26 in the award and admi nistration of DOT-a ssisted contracts. f ai lure by AGENCY to carry out these requiremen ts is a material breac h of conlrnct, wh ich may resu lt in the temlinati on of the applicable Supplement or this Agreement, or suc h other remedy as MTC deems appropr iate.
3. TITLE Vl OF THE CIVIL RIGHTS ACT OF 1964
AGENCY agrees to comply with all the requirements impose d by Title VI oftJ1e Civil Rights Act of 1964 (42 U.S.C. § 2000(d)) and the regulations of the Departme nt of Tran spo rtation issued there under (49 CFR Part2 1). For FTA-funded projects , AGENCY furt her agrees to comp ly w ith the current FTA Circu lar 4702. I A, "Nondisc rjmin ation Guideline s for FTA Recipients,'' the U.S. DOT Order to Address Env ironm ental Justice in Minority Pop ulations and Low-lncome Popu lations . and the U.S. DOT Policy Guidance Conce rnin g Recipients' Responsibilities to Limited English Proficient (LEP) Perso ns.
MTC/VTA
Master Funding Agreement for f'Y 20 17-18 through FY 2026-27
4. ACCESS REQUIREMENTS FOR IND IVIDUA LS wrn-t DISABlLITJES AGENCY agrees to comply with all app licable requirement s of the Americans with Disabilities Act of 1990 (ADA) , as amended, 42 U.S.C. § 12 101 et seq.; Section 504 of the Rehabi litation Act of 1973, as amended, 29 U.S.C. § 794; Section 16 of the Federal Tran sit Act. as amended, 49 U.S.C. § 531 O(f): and their implementing regulation s.
5. STATE ENERGY CONSERVATION PLAN
AGENCY shall comply with all mandatory standards and policies relati ng to energy efficiency that are conta ined in the State energy conservation plan issued in compliance with the Energy Policy and Conservation Act (42 U.S.C. § 632 l ),
6. ALLOWABILITY OF COSTS
AGENCY shall comply with the cost princip les (as applicable) in Office of Management and Budget (0MB) Circulars A-87, or A- 122, or 48 Code of Federal Regulations Chapter I Part 31 , or 49 Code of rederal Regulation s Part 18, or in 2 Code of Federal Regu lations Parts 200 and 120 I, as applicable. [n addition, all subcontract s must be in acco rdance with 2 Code off ederal Regulations Part 200, as applicable , MTC's funding agreement with DOT and any regulations, guide lines and c irculars of DOT, applicab le as a result of such funding agreement. Further, all sl1bconsultants shall agree to comply with 48 Code of Federal Regulations , Chapter l, Part 31.
7. LICENSE FOR FEDERAL GOVERNMENT PURPOSES
FTA/FHW A reserves a royalty-free, non-exclusive and irrevocable license to reproduce, publish or othe1wise use, and to authorize others to use, for federal government purposes: (a) the copyright in any work deve loped under the applicable Supp lement and (b) any rights of copyright to which MTC or AGENCY purcha ses ownership under the applicable Supplement.
8. IDENTCFlCA TION OF DOCUMENTS
Al I repo rts and other documents completed as part of the applicable Supplement sha ll carry the following notation on the front cover or title page:
"The preparation of this report has been financed in part by grants from the: [select appropriate agency) Federal Transit Administration/Federal Highway Administration , U.S.
Depaitment of Transpo rtation. The contents of this repmt do not necessarily reflect the offic ial views or policy of the U.S. Depa1tment of Transportation. 0
9. RECORDS
MTCNTA
Funding Agreement for FY 2017-18 to PY 2026-27
AGENCY agrees to keep all records pertaining to the project being funded for audit purposes for a minimum of three (3) years following final payment to AGENCY or four (4) years following the fisca l year of the last expenditu re under the applicable Supplement, whiche ver is longer , i11 acco rdance with genera lly accepted accounting principles. Copies of AGENCY audits. if any. performed during the course of Project development and at Project completion shall be forwarded to MTC no later than one hundred e ighty ( 180) days after fiscal year end close.
10. AUDITS
AGENCY agrees to grant MTC, the U.S. DOT, FTA or FHWA, as app licable , the Comptro ller General of the United States. the State o f California, and their authorized representatives access to /\GENCY's books, records. accounts. and any and all work products, materials , and other data relevant to the applicable Supp lement, for the purpose of making an audit, examinatio n, excerpt and transcription during the term of the applicab le Supplement and for the period specified in Article 14. AGENCY shall in no event dispose of, destroy. alter, or mutil ate said books, reco rds, accounts, work products , materials and data for that period of time.
If, as a result of any audit, it is determined by the auditor that reimbursement of any costs including p rofi t or foe under the applica ble Supplement was in excess of that rep resented and relied upon during price negotiations or represented as a basjs for payment , AGENCY agrees to reimb urse MTC for those costs within sixty (60) days of written notification by MTC.
AGENCY further agrees to include in all its subcontract s hereunder exceedi ng $25,000 a provision to the effect that the subrecipien t agrees that MTC the U.S. DOT, FTA or FHWA , as app licable , the Comptro ller Genera l of the United States, the State of California , and their authorized repre sentat ives shall have access to and the right to examine any direct ly pe1tincnt books , documents , papers , and records of such subrecipient for the term specifie d above. 11 . FLY AMERICA REQU IREMENTS.
AGENCY agrees to comply with 49 U.S.C . 401 18 (the "rty America Act" ) in accordance with the Genera l Services Administration's regulations at 41 CrR Part 30 I - I 0, w hich provide that recipients and subrec ipients of Federa l funds and their consulta nts are req uired to use U.S. flag air carriers for U.S . Government-financed internat ional air trave l and transpo1tarion of thei r personal effects or property to the extent such service is ava ilable , unless travel by foreign air carrie r is a matter of necessity as defined by the Fly America Act. AGENCY shal l subm it, if a foreign atr catTier was used , an appropr iate certification or memorandum adequately explain ing why service by a U.S. flag air carrier was not avai lable or why it was necessary to Ltsc a foreign
MTC/VTA
Funding Agreement for FY 20 17-18 to FY 2026-27
air can-ier and shall, in any event, provide a certificate of compliance with the Fly America requirements, if used. AGENCY agrees to include the requirements of this Section in all subcontracts that may involve international ait· transportation.
12. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED ACTS.
A. AGENCY acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986. as amended, 3 l U.S.C. § 380 I et seq. and U.S. DOT regulations, "Program Fraud Civil Remedies:' 49 Cf R Pan 3 1, apply to its actions pertaining to this Project. Upon execution of the underlying contract, AGENCY certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying Supplement or the FTA assisted project for which work is being performed under the applicable Supplement.
In addition to other penalties that may be applicable, AGENCY further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on AGENCY to the extent the Federal Govemment deems appropriate.
8. AGENCY also acknowledges that if it makes, or causes to be made, a false. fictitious. or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority 9f 49 U.S.C. § 5307, the Government reserves the right to impose the penalties of 18 U.S.C. § I 001 and 49 U.S.C. § 5307(n)( l) on AGENCY, to the extent the Federal Government deems appropriate.
C. AGENCY agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified. c.xcept to identity the subconsultant who will be subject to the provisions.
13. NO FEDERAL GOVERNMENT OBLCGATION TO THIRD PARTIES
MTC and AGENCY acknowledge and agree that. notwithstanding any concurrence by the Federal Government in or approval of the applicable Supplement or this Agreement, absent the express written consent by the Federal Government. the Federal Govemment is not a party to this Agreement and shall not be subject to any obligations or liabilities to MTC. AGENCY or any
MTC/VTA
Funding Agreement for FY 2017 -18 to FY 2026 -27
other party (whether or not a pa1ty to this Agreeme nt) pertaining to any matter resulting from this Agreement.
14. DEBARMENT
This Article is only app licable if the applicable Supplement exceeds $25,000. AGENCY cert ifies that neither it, nor any of its pa11icipants, principals or subrecipients is or has been debarred, suspended, proposed for deba rment, declared ineligible , or vo luntarily exc luded from covered transact ions. as they are defined in 2 CFR Parts 180 and 1200, by any Federal agency or depa1tment.
15. CLEAN AIR AND WATER POLLUTION ACTS
This Article is only applicable if the applicable Supplement exceeds $100,000.
AGENCY agrees to comply with the appl icable requirements of all standards , orders , or requirements issued under the Clean A ir Act (42 U.S.C. § 750 I et seq.), the Clea n Water Act (33 U.S.C . § 1251 et seq.), Executive Order 11738, and Environmental Protection Agency regulations (40 CfR Part 15).
16. LOBBYING
This Article is only applicable if the applicabl e Supplem ent exceeds $100,000.
AGENCY agrees to comp ly with the restrictions on t he use of federa l funds for lobbyi ng activities set fort h in 3 1 United States Code §1352 and 49 C.F .R. Part 20.
Attachment s:
Attachment A - Federally Required Certifications
MTC/VTA
Funding Agreement for FY 2017-18 to FY 2026-27
EXHIBIT B-2
Attachment A
Federally Required Certificat ions
CERTIFICATION REGARDING DEBARMENT, SUSPENSION, AND OTHER
RESPONSIBILITY MATTERS
Instructions for Certification:
I. By signing and submitting this bid or proposal , the prospective lower tier pa1iicipant is providi11g the signed certification set out below .
2. The certification in this clause is a mate rial representat ion of fact upon which reliance was placed when this transaction was entered into. If it is later determ ined that Lhe prospective lowe r tier participant knowingly rende red an erroneou s certification, in addition to other remedies available to the Pedera l Government , MTC may pursue ava ilable remedies, includin g suspension and/or debannent.
3. The prospective lower tier pat1icipant sha ll provide immediate written notice to MTC if at any time the prospective lower tier participant learns that its ce,tificati on was erroneous when submitted or has become erroneo us by reaso n of cha nged circum sta nces.
4. The terms "covered transact ion,'' "debarred," ··suspended," ••ineligible," ··Jower tier cove red transaction ;' " participant," "persons ,'' " lower tier covered trans action," "principal/ "proposa l," and "voluntari ly exc luded," as used in this clause, have the meanings set out in the Definitions and Coverage sect ions of rules impl emen ting Exec utive Order 12549 [49 CFR Part 29) . You may contact MTC for assista nce in obtaining a copy of those regu lations.
5. The prospective lowe r tier participant agrees by submittin g this proposal that, shou ld the proposed covered transaction be entered into , it shall not knowingly enter into any lower tier covered transact ion with a person who is debarred , suspe nded, declared ineligible, or voluntarily excl uded from participation in this cove red tran saction, unless authorized in writing by MTC.
6. The prospective lower tier participant fur ther agrees by sub mitting Lhis proposal th at it will include the clause titled ·'Certification Regardin g Debarment , Suspens ion, Ineligibility and Voluntary Exc lusion - Lower T ier Covere d Transact ion'', without modific ation, in all lower tier covered transactions and in all solicitat ions for lower tier covered transactions .
7. A pat1icipant in a covered transact ion may rely upon a cettification of a prospective participant in a lower tier cove red transaction that it is not debarred, suspe nded, ineligib le, or vol untarily exc luded from the covered transact ion, unless it knows that the certification is errone ous. A pal1icipan t may decide the method and frequency by which it dete rmines the eligibility of its princ ipals. Each parti cipant may, but is not requ ired to, check the No nprocurement List issued by U.S. General Service Adm inistratio n.
MTC/VTA
Funding Agreement for FY 20 l 7 -18 to FY- 2026-27
8. Nothing contained in the foregoing sbaJI be construed to require establishment of system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.
9. Except for transactions authorized under Paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, deba1Ted, ineligible, or voluntarily excluded from participation in this transaction, in addition to all remedies available to the Federal Government, MTC may pursue available remedies including suspension and/or debarment
MTC/VTA
Funding Agreement for FY 2017- 18 to FY 2026-27
CERTIF1CATION REGARDING DEBARMENT 1 SUSPENSION,
INELIGIBILITY AND VOLUNTARY EXCLUSION
LOWER TIER COVERED TRANSACTION
(1) The prospective lower tier participant certifies. by submission of this bid or prop osal, that neither it nor its "principals '' [as defined at 49 C.F.R. Sect ion 29.1 OS(p)] is presently debarred , suspe nded, proposed for debarment , declared ineligible , or voluntarily exc luded from participation in this tran sac tion by any Federal department or agency. (2) When the prospective lower tier participant is unable to ce1ti fy to the statements in this ce11ification, sucb prospec tive patiicipant shall attach an explanation to this proposal.
Date (signature of authori zed official)
(type/print name and title)
MTC/VTA
runding Agreement for FY 2017- 18 to i;y 2026-27
CERTIFICATION OF RESTRICTIONS ON LOBBYING
I. hereby certify on behalf of that:
(name and title of grantee official) (name of grantee)
I. 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 any 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.
2. ff 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 Repo1t Lobbying," in accordance with its instructions.
3. The undersigned shall require that the language of this ce1iiftcation be induded in the award documents for al l sub awards at all tiers (including subcontracts, sub grants, and contracts under grants, loans, and cooperative agreements) a11d that all sub recipients shall certify and disclose accordingly.
This certification is a material representation of fact upon which reliance is placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or enteiing 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$ I 0,000 and not more than $100,000 for each such failure .
Executed this day of --- - , 20 - - - -------
By:
(signature of authorized official)
(title of authorized official)
MTC/VTA
Funding Agreement for FY 2017-18 to PY 2026-27
EXHIBIT B-3
ADDITIONAL TERMS AND CONDITIONS
STATE REQU IRED CLAUSES
l) Attachment A - Fair Employment Practice s Addend um
2) Attachment B - Nond iscrimin ation Ass urances
a. Appendix A - Cla uses to be inserted in every agreement subject to the ACT, as defined in Attachment B of this Exhibit and REG ULAT IONS, also as defined in Attachme nt B.
b. Append ix B - To be included as cove nant running w ith the land, in any deed affecti ng a transfer of real property, structur es, or improve ments the reon. or interest there in
c. Append ix C - To be inc luded for subseq uent transfer of real property acquired or imp roved under federa l-aid Program
d. Appendix D - To be included for the construction or use of or access to space on. over, or under rea l property acquired or impro ved under the federa l-aid Program 3) Attachment C - State Depa11ment of Transportation Requirements
MTC/VTA
Funding Agreement for FY 20 J 7-18 to PY 2026-27
EXillBIT B-3
ATTACHMENT A
FAIR EMPLOYMENT PRACTICES ADDENDUM
1. In the performance of the applicable Supplement, AGENCY sha ll not discriminate against any employee for employmen t beca use of race, color, sex, sex ual orienta tion, religion, ancestry or national origin, physical disabi lity, medica l condition, marita l status, politica l affiliatio n, family and medical care leave, pregna ncy leave, or disabi lity leave. AGENCY sha ll take affirmative action to ensure that employees are treated during employmen t without regard to their race, sex, sex ual orientat ion, color, religion, ancestry, or national origin, physica l disabi lity, medica l cond ition, marital status, political affi liation, family and medica l care leave , pregnancy leave, or disability leave. Suc h action shall include, but not be limited to, the followi ng: employment; upgTading; demotion or trnnsfer ; recruitment or recruitment advertising; layoff or terminat ion; rates of pay or othe r forms of compensat ion; and selection for training , includ ing apprentices hip.
AGENCY shall post in conspic uous places, avai lable to employees for employment , notices to be provided by STATE setting forth the provi sions of this fair Emp loyment sect ion.
2. AGENCY , its contracto r(s) and all subcont ractors shall comp ly with the provisions of the Fair Employme nt and Housing Act (Gove nune nt Code Section 12900 et seq.), and the applicable regu lations promulgated thereunder (Ca lifornia code of Regu lations, T itle 2, Sectio n 7285 .0 et seq.). The applicab le regulati ons of the Pair Employment and Housing Com mission impleme nting Governme nt Cutle, St!clion l 2900(a-f). set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations are incorpo rated into the app licab le Supplement by reference and made a part hereof as if set forth in full. Each of the AGENcv·s contrnctors and al l subcon tractors shall give written notice of their obl igations under this clause to labor organizations with whic h they have a co llective bargaining or other agreements as appropriate.
3. AGENCY shall include the nondiscrimi nation and cornp liance prov isions of this clause in all contracts and subcontracts to perform work under the applicable Supplemen t.
4. AGENCY shall pcrm;t access to the records of employment, employment ndvertisements, app lication forms, and other pertinent data and records by STATE, lhe State Fair Emp loymen t and Hous ing Commission, or any other agency of the State o r Califo rnia designated by STATE, for the purposes of investigation to ascertain comp liance with the Fair Employ ment section of the app licable Supplement.
5. Remedies for Willful Vio latio n:
(a) STA TE may determine a wil lful violation of the Fair Emp loyment provis ion to have occ urred upon rece ipt of a final j udgme nt to that effect from a court in an act ion to wh ich AGENCY was a party, o r upon receipt of a written notice from the Fair Employment and I-lousi ng Commiss ion that it has inves tigated and determined that AGENCY has violated the Fair Emplo yment Practices Act and had issued an order under Labo r Code Section 1426 whic h has become fina l or has obtained an injunction under Labor Code Section l429.
MTCNTA
Funding Agreement for PY 2017-1 & to FY 2026-27
(b) For willful violation of this Fair Employment Provision , STATE shall have the right to terminate the applicable Supplement eithet· in whole or in part, and any loss or damage sustained by STATE in securing the goods or services thereunder shall be bome and paid for by AGENCY and by the surety under the perfo rmance bond, if any, and STA TE may deduct from any moneys due or thereafte r may become due to AGENCY , the difference between the price named in the Agreement and the actual cost thereof to STATE to cure AGENCY's breach of the applicable Supplement.
MTC/VTA
Funding Agreement for FY 2017 -18 to rY 2026-27
EXHIBIT B-3
ATTACHMENT B
NONDISCRIMINATION ASSURANCES
AGENCY H EREBY AGREES THAT, as a condition to receiving any federal financial assistance from the STATE, acti ng for the U.S. Depattment of Tran sportat ion, it will comply with Title V I of the Civil Rights Act of 1964, 78 Stat. 252. 42 U.S.C. 2000d-42 U.S.C. 2000 d-4 (here inafter referred to as the ACT), and all requirements imposed by or pursuant to Tit le 49, Code of Federal Regulation s, Department of Transporlat ion, Subtitle A, Office of the Sec reta ry, Part 21. "Nondiscrimination in Federa lly-Assisted Programs of the Department of Transpor tation - Effectuatio n of Title VT of the Civil Rights Act of 1964' ' (hereinafte r referred to as the REGULATIONS) , the Federal-aid Highway Act of 1973, and other pettinent directives, to the end that in accordance wit h the ACT, REGULATIONS , and other pertinent directives, no person in the United States shall, on the grounds of race, colo r, sex, national origin, religion, age or disab ility, be excl uded from participation in. be denied the benefits of. or be otherwise subj ected to d iscrimination under any program or activity for which AGENCY receives federal financial assistance from the Federal Department of Transpo rtation. AGENCY HER EBY GIVES ASSURANCE THAT AGENCY shall prornptly take any measures necessary lo effectuate the applicable Suppl ement. This assuraJ1ce is required by subsection 21. 7(a) ( l) of the REGULATIONS.
More specifically, and without limiting the above general assurance, AGENCY hereby gives the following specific assurances with respect to its federaJ-aid Program :
I. That AGENCY agrees that each " program " and each "fac ility" as defined in subsect ions 21.23 (e) and 2 1.23 (b) of the REGULATlONS , will be (with regard to a "program'') conducted, or will be (with regard to a "faci lity") operated in comp liance with all requ irements imposed by, or pursuant to, the REGULA TlONS.
2. That AGENCY shall insert the following notification in all solicitations for bids for work or material subject to the REGULATIONS made in connection with the federal -aid Program and, in adapted form, in all propo sals fot· negotiated agreements: AGENCY hereby notifies all bidders that it will affi rmati vely insure that in any agreement ente red into pursuant to this adve rtiseme nt. minority business enterprises will be afforded full opport unity to submit bids in response to this invitat ion and will not be discriminated aga inst on the grounds of race, colo r. sex, national origin, religion, age, or disability in consideration for an award.
3. That AGENCY sha ll insert the clauses of Appendix A of this assurance in every agreemcm subject to the ACT and the REGULAT IONS.
4. That Lhe clauses of Append ix B of this Assurance shall be included as a covenant running with the land. in any deed affecting a transter of real property. structures, or improvements thereon . or interest therein.
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Funding Agreement for FY 2017-18 to FY 2026-27
5. That where AGENCY receives federa l financ ial assistance to construct a faci lity, or part of a facility , the Assurance shall extend to the entire facility and facilities operated in connection therewith.
6. That where AGENCY receives federa l financia l assistance in the form, or for the acq uisition, of real properly or an interest in real property, the Assurance shall extend to rights to space on. over, or under such property.
7. That AGENCY shall include the appropriate clauses set forth in Appendix C and D of this Assurance, as a covenant running with the land, in any future deeds, leases, permits, licenses , and similar agreeme nts ente red into by the AGENCY with other parties:
Appendix C;
(a) for the subsequent transfer of real property acquired or improved under the federal-aid Program; and
Appe ndix D;
(b) for the construction or use of or access to space on. over. or under real property acquired, or improved under the federal-aid Program.
8. That this assurance obligates AGENCY for the period during which federal financial assistance is extended to the program, except where the federal financia l assistance is to provide , or is in the form of. personal property or rea l property or interest there in, or structures, or improvements thereon , in whic h case the assurance obligates AGENCY or any transferee for the longer of the following periods:
(a) the period during whic h the property 1s used for a purpo se for which the federal financial assistance is extended , or for anot her purpose involving the provision of similar services or benefits; or
(b) the period during whic h AGENCY retains owner ship or possessio n of lhe prope rty.
9. That AGENCY shall provide for such methods of administration for the program as are found by the U.S. Secreta ry of Transportation, or the official to whom he delegates specific authority. to give reasonable guarantee that AGENCY. other recipient s. sub~grantees, applica nts. sub applicants , transferees. successors in interest, and other participants of federa l financial assistance under such program will comp ly with all requirements imposed by, or pursuant to, the ACT, the REGULATIONS, this Assurance and the Agreement.
I 0. That AGENCY agrees that the United States and the State of California have a right to seek judicial enforcement with regard to any matter aris ing under the ACT, the REGULA TlONS , and this Assurance.
MTC/VTA
Funding Agreement for FY 2017-18 to FY 2026-27
11. AGENCY shall not discriminate on the basis of race, religion, age, disability. color, nationa l origin or sex in the award and performance of any STA TE assisted contract or in the adm inistration on its DBE Program or the requirements of 49 CFR Part 26. AGENCY shall take all necessary and reasonable steps under 49 CFR Part 26 to ensure nondiscr imination in the award and administration of STA TE assisted contracts. The California Department of Transportatfon Disadvantaged Business Enterprise Program Imp lementation Agreement for Local Agencies is incorporated by reference in the applicable Suppleme nt. Implementation of this program is a legal obligation and failure to carry out its terms shall be treated as a violation of the applicab le Supplement. Upon notification to the recipient of its failure to carry out the Implementation Agreement, STATE may impose sanctions as provided for under 49 CFR Part 26 and may, in appropriate cases, refer the matter for enforcement under 18 USC 1001 and/or the Program Fraud Civi l Remedies Act of 1985 (31 USC 380 I et seq.) THESE ASSURANCES are given in consideration of and for the purpose of obtaining any and all federal grants , loans, agreements, property , discounts or other federal financia l assistance extended after the date hereof to AGENCY by STATE, acting for the U.S. Department of Transpo11ation , and is binding on AGENCY. other recipient s, subgrantee s. applicants. sub applicants , transferees, successors in interest and other participants in the federal-aid Highway Program.
MTCNTA
Funding Agreement for FY 2017-18 to FY 2026-27
APPENDIX A TO ATTACHMENT B (Clauses to be inserted in every agreement subject to ACT and REGULATIONS)
During the performance of the applicable Supplement, AGENCY, for itself, its assignees and successors in interest (hereinafter collectively refetTed to as AGENCY) agrees as follows:
( l) Compliance witb Regulations: AGENCY sbaU comply with the regulations relative to nondiscrimination in federally assisted programs of the Department of Transportation, Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time, (hereinafter referred to as the REGULATIONS), which are herein incorporated by reference and made a part of the applicable Supplement.
(2) Nondiscrimination: AGENCY, with regard to the work performed by it during the Agreement, shall not discriminate on the grounds of race, color, sex, national origin, religion, age. or disability in the selection and retention of sub-applicants, including procurements of materials and leases of equipment. AGENCY shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the REGULATIONS, including employment practices when the agreement covers a program set forth in Appendix. B of the REGULATIONS. (3) Solicitations for Sub-agreements, Including Procurements of Materials and Equipment: In all solicitations either by competitive bidding or negotiation made by AGENCY for work to be performed under a Sub-agreement, including procurements of materials or leases of equipment, each potential sub-applicant or supplier shall be notified by AGENCY of the AGENCY's obligations under lhe applicable Supplement and tbe REGULATIONS relative to nondiscrimination on the grounds of race, color, or national origin. (4) Information and Reports; AGENCY shall provide all information an<l reports required by the REGULATIONS, or directives issued pursuant thereto. and shall permit access to AGENCY's books, records. accounts. other sources of information, and its facilities as may be determined by STA TE or FHW A to be pertinent to ascertain compliance with such REGULA TJONS or directives. Where any inforn,ation required of AGENCY is in the exclusive possession of another who fails or refuses to furnish this info1mation, AGENCY shall so certify to STA TE or the FHWA as appropriate, and shall set forth what efforts AGENCY has made to obtain the in formation.
(5) Sanctions for Noncompliance: In the event of AGENCY's noncompliance with the nondiscrimination provisions of the applicable Supplement, STA TE shall impose such agreement sanctions as it or the Fl IWA may determine to be appropriate, including, but not limited to:
(a) withholding of payments to AGENCY under the Agreement within a reasonable period of time, not to exceed 90 days; and/or
(b) cancellation, termination or suspension of the Agreement, in whole or in part. (6) Jncorporation of Provisions: AGENCY shat I include the provisions of paragraphs ( l) through (6) in every sub-agreement, including procurements of materials and leases of equipment, unless exempt by the REGULATJONS, or directives issued pursuant thereto.
MTCNTA
Funding Agreement for FY 2017- 18 to rv 2026-27
AGENCY shall take such action with respect to any sub-agreeme nt or procurement as STATE or FIIWA may direct as a means of enforcing such provision s includin g sanctions for noncompliance, provided, however, that, in the event AGENCY becomes involved in, or is threatened with, litigation with a sub-applicant or supp lier as a result of such direction, AGENCY may request STATE enter into such litigation to protect the interests of STATE, and, in addit ion, AGENCY may request the United States to enter into such litigation to protect the interests of the United States.
MTC/YTA
17unding Agreement for FY 2017-18 to FY 2026-27
APPENDIX B TO ATTACHMENT B To be included as covenant running with the land, in any deed affecting a transfer of real property, stnictures, or improvements thereon, or interest therein)
The following clauses shall be included in any and all deeds effecting or recording the transfer of' PROJECT real property, structures or improvements thereon, or interest therein from the United States.
(GRANTTNG CLAUSE)
NOW, THEREFORE, the U.S. Department ofTrans p011atio11, as authorized by law, an<l upon the condition that AGENCY shall accept title to the lands and maintain the project constructed thereon, in accordance with Title 23, United States Code, the Regulations for the Administration of federal-aid for Highways and the policies and procedures prescribed by the Federal Highway Administration of the Department of Transpo1tatio11 and, also in accordance with and in compliance with the Regulations pertaining to and effectuating the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252; 42 U .S.C. 2000d to 2000d-4), does hereby remisc, release, quitclaim and convey unto AGENCY all the right, title, and interest of the U.S.
Department of Transporlation in, and to, said lands described in Exhibit "/\" attached hereto and made a part hereof.
(I rABENDUM CLAUSE)
TO HA VE AND TO HOLD said lands and interests therein unto AGENCY and its successors forever, subject. however, to Lhe covenant, conditions, restrictions and reservations herein contained as follows, which will remain in effect for the period during which the real prope1ty or structures are used for a purpose for which. federal financial assistance is extended or for another purpose involving the provision of similar services or benefits and shall be binding on AGENCY. its successors arid assigns.
AGENCY, in consideralion of the conveyance of said lands and interests in lands, does hereby covenant and agree as a covenant running with the land for itself. its successors and assigns, (I) that no person shall on the grounds of race, color, sex, national origin, religion, age or disability, be excluded from pruticipation in, be denied the benefits of, or be otherwise subjected to discrimination with regard to any facility located wholly or in part on, over. or under such lands hereby conveyed {;) (and) *
(2) that AGENCY shall use the lands and interests in lands so conveyed, in compliance with all requirements imposed by or pursuant to Title 49. Code of Federal Regulations, Department or Transportation, Subtitle A, Office of the Secretary, Part 2 1, Non-discrimination in federally assisted programs of the Department of Transportation - Effectuation of Title Vl of the Civil Rights Act of 1964, and as said Regulations may be amended (;) and (3) that in the event of breach of any of the above-mentioned nondiscrimination conditions. the U.S. Depa11ment of Transportation shall have a right to re-enter said lands and facilities on said
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Funding Agreement for FY 2017-18 to FY 2026-27
land, and the above-described land and facilities shall thereon reve1t to and vest in and become the absolute property of the U.S. Department of Transportation and its assigns as such interest existed prior to this deed.*
*Reverter clause and related language to be used only when it is determined that such a clause is necessary in order to effectuate the purposes of Title VI of the Civil Rights Act of 1964.
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Funding Agreement for fY 2017-18 to PY 2026-27
APPENDIX C TO ATTACHMENT BTo be included for subsequent transfe r of real property acquired or improved under federal-aid Program)
The following clauses sha ll be included in any and all deeds, licenses, leases, pennits , or similar instru ment s entered into by AGENCY, pursuant to the provis io ns of Assura nce 7(a) of Attachment [-2.
The grantee (lice nsee, lessee, permittee, etc., as appropr iate) for himself , his heirs, personal representatives , successo rs in interest, and assig ns, as a part of the conside ration hereof, does hereby covenant and agree (in the case of deeds and leases add ·as covenant running with the land"') that in the even t facilities are constructed, maintained, or otherwise operate d on the said property described in this (deed, license, lease, petrnit, etc .) for a purpose for which a U.S .
Departmen t of Transportation prog ram or act ivity is extended or for anothe r purpose invo lving the prov ision of similar services or benefits , the (grantee, licensee, lessee, permittee , etc.), shall ma intain and operate suc h faci lities and services in compl iance with all other requirements imposed pursuant to Tit le 49, Code of Federa l Regulations , U.S. Department of Trans portation, Subtitle A, Office of Secretary, Part 21, Nondisc riminatio n in federa lly-assisted programs of the Department of Transportation - Effect uation of Title VI of the C ivil Rights Act of 1964, and as said Regulat ions may be amende d.
(Includ e in licenses , leases, permits, etc.)*
That in the e.vent of breach of any of the above nondiscrimination covenants, AGENCY shall have the right to terminate the (JicGnse, lease, permit etc.) and to re-enter and repossess said land and the faci lities thereo n, and hold the same as if said (license. lease. permit, etc.) had never been made or issued.
(Include in deeds)*
That in the event of breach of any of the above nondiscri mination covenants, AGENCY shall have the right to re-enter said land and facilities thereon, and the above described lands and facilities shall thereupon reve1t to and vest in and become the absolute property of AGENCY and its assign s.
*Reverter clause and related language to be used on ly when it is determined that such a clau se is necessary in order to effectuate the purposes of Title VI of the C ivil Rights Act of 1964.
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Master Funding Agreement for FY 2017- 18 through FY 2026-27
APPENDIX D TO ATTACHMENT B Appendix D - (To be included for the construction or use of or access to space on. over, or under real property acquired or improved under the federal aid Program)
The following shall be inc luded in all deeds, licenses, leases, permits. or simi lar agreements ente red into by AGENCY_ pursuant to the prov isions of Assurance 7 (b) of Attachment 1-2 .
The grantee (licensee, lessee, permittee, etc., as appropriate) for himself, his personal representative s, successo rs in interest and assigns, as a part of the consideration hereof, does here by covenant and agree (in the case of deeds, and leases add "as a covenant running with the land") that:
(I) no person on the ground of race, color, sex, national origin, religion , age or disability. shall be exclu ded from participation in. denied the benefit s of. or otherwise subjected to discrimination in the use of said faci lilies;
(2) that in the construction of any improvements on, ove r, or under such land and the furnishing of services there on. no person on the ground of race, color, sex, national origin , religion, age or disability shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination; and
(3) that the (grantee. licensee , lessee, permittee, etc. ,) shall use the premises in compliance with the Re.gu lations
(IJ1clude in licenses, leases, permits, etc.)*
That in the event of breach of any of the above nondiscrimination covenants, AGENCY shall have the right to terminate the (license, lease, permit, etc.) and to re-ent er and repossess said land and the facilities thereon, and hold the same as if said (license, lease, permit , etc.) had never been made or issued.
(Include in deeds)*
That in the even t of breach of any of the above nondiscrimination cove nants. AGENCY sha ll have the right lo re-enter said land and facilities thereon, and the above described lands and facilities shall thereupon revert to and vest in and become the absolute property of AGENCY, and its assigns.
*Reverte!' clause and related language to be used only when it is determ i11ed that such a clause is necessary in order to effectua te the purpose s of Title VI of the Civi l Rights Act of 1964.
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Funding Agreement for FY 20 17-18 to FY 2026-27
EXHIBIT B-3, ATTACHMENT C
STATE DEPARTMENT OF TRANSPORTATION REQUCREMENTS
Calt rans Non - Discrimination
A. In the perfo rman ce of work undertaken pursuant to the app licable Supp lement, AGENCY shall not, and shall afllrma tive ly require that its contrac tors shall not, unlawfully discriminate, harass or allow harassment, aga inst any emp loyee or applicant for empl oyment because of sex, race, color, ances try, religious creed, national origin, physical disability (including HIV and AIDS), medical conditi on (cancer), age, marital status, denial of family and medical care leave. and denial of pregnancy disability leave.
B. AGENCY sha ll ensure, and shall req uire that its contractors and all subcontractors and/or subrecipients shall ensure. that the eva luation and treatment of their employees and app licants for emp loymen t are free from suc h discriminatio n and harassme nt. AGENCY shall comply, and ensure that its contractors and subcontr actors and/o r subrecipients sha ll comply, with the provisions of tbe Fai r Employme nt and Housing Act (Govern ment Code. Section 12900 et seq.) and the applicable regulatio ns promulgated thereunder (California Code of Regulations, Title 2.
Sect ion 7285. 0 et seq.). The app licable regu lations of the Fair Emp loymen t and Housing Commrssion implementin g Government Code, Sect ion 12990 (af), set forth in Cha pter 5 or Division 4 of Tille 2 of the California Code of Regulations, are incorporate d into the applicable Supplement by reference and made a pa1t hereof as if set forth in full.
C. Each of AGENCY' s co ntracto rs, subcontrac to rs, and/or subrecipients sha ll give written notice of their obligations un<ler this cla use to labor organizations with which they have collective bargaining or other labor agree ments. AGENCY sha ll include the non-discrimination and comp I iance provisions hereof in all contracts and subcontracts to perform work under the applicable Supplement.
D. AGENCY shall comply with the nondiscrimin ation progra m requireme nts of Title V[ of the Civil Rights Act o f 1964. Accordingly, 49 CFR Part 21, and 23 CFR Part 200 arc made applicable to the appl icab le Supplement by this reference. Wherever the term " Cont ractor " appears therein, it shall mean AGENCY.
E. AGENCY sha ll pcl'mit, and shall require that its contractors. subcontractors. and subrecip ients will permit, access to all records of employment, emplo yment advertiseme nts, app lication forms, and other pertinent data and records by the State Fair Emp loyment Practices and Housing Commi ssion or any othe r agency of the State of Californ ia designated by STA TE to investigate compli ance with these non-discrimination provisions.
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Master Funding Agreement for FY 2017-18 through PY 2026-27 Page J~
EXHlBlT B-4
ADDITIONAL TERMS AND CONDIT IONS
PREVACLJNG WAGE RATES, APPRENTICESH IPS, AND PAYROLL RECORDS
NON PEDERALL Y FUNDED AGREEMENTS
AGENCY, its contractor(s) and all subcontractors shall comply with applicable sections of the Californ ia Labor Code and regulations promulgated thereunder (including without limitation, Sections I 720 et seq. and Title 8 of the California Code of Regulations Sections I 6000 et seq.) governing the payment of prevailing wages, as determined by the Director of the California Department oflndustria l Relations, in regards to work performed and/or funded under this Agreement. In particular. AGENCY's attention is drawn to Labor Code Sections 1771 (payment of prevailing wage rate), 1775 (penalty for non-payment). 1776 (payroll records), and 1777.5 (use of apprent ices). AGENCY's contractor(s) and all subcontracto rs, to the extent the work of such contractor(s) and subcontractors under this Agreement are subject to California Labor Code Section 1720 et seq., shall be registered with the Department of r ndustrial Relations pursuant to Labor Code section 1725.5 and shall furnish electronic cet1ified payroll records directly to the Labor Commissioner through the internet portal of the Division of Labor Standards Enforcement. Per Master Funding Agreement A1ticle 12.0. Records and l3.0 Audits .
MTC reserves the right to request copies of the certified payroll records.
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Funding Agreement for FY 2017-l 8 to PY 2026-27
EXHIB IT B-5
ADDITIONAL TERMS AND CONDITIONS
PREVAILING WAGE RATES, APPRENTICES HIPS, AND PAYROLL RECORDS
FEDERALLY FUNDED AGREEMENTS
The Add itional Federa l Clauses Applicab le to Public Works included in Attachment A, attached hereto and incorporated herein by this reference, and the Davis-Bacon prevai ling wages app ly to work performed and/o r funded under the applicable Supplement. AGENCY agrees that AGENCY, its conlractor(s) and all subcontractors wi ll pay the hig her of (i) the applicable wage set forth in Federal Wage Determinations, and (ii) the app licab le California prevail ing rate.
Ce,t ified payroll records in the form set fo1th in the Public Works Payroll Reporting Form, as found at https://www.dol.gov/whd/fonns/wh347.pdf, sha ll be prepared or collected from its co ntractor(s) and all subco nsultant(s) on a weekly basis by the AGENCY. Per Master Fund ing Agreement Article 12.0, Records and 13.0 Aud its, MTC reserves the right to request copies of the ce1tified payroll records. MTC may withhold payment if the certi fied payrolls to be submitt ed by AGENCY pursuant to this Exhibit 8-5, Prevailing Wage Rates, Apprenticeships, and Payroll Recor ds, are not current.
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Funding Agreement for FY 2017-18 to FY 2026- 27
EXHIB IT B-5, ATTACHMENT A
ADDTTfONAL FEDERAL CLAUSES APPUCABLE TO PUBLIC WORKS
l . Buy America
2. Davis-Bacon Act
3. Contract Work I lours and Safety Standards Act
4. Copeland Anti-Kickback Act
5. Prompt Payment of Funds Withheld to Subcon tractors
I. Buy America Requirements
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Master Funding Agreement for FY 2017-18 through FY 2026-27
Buy America- Attention is directed to the ''Buy America" requirements of the surface Transportation Assistance Act of 1982 (Section 165) and the lntermodal Surface Transportation Efficiency Act of 1991 (!STEA) Sections I 041 (a) and I 048(a), and the regulations adopted pursuant thereto. In conformance with the law and regulations, all manufacturing processes for steel and iron materials furnished for incorporation into the work on this project shall occur in the United States; with the exception that pig iron and processed, pelletized and reduced iron ore manufactured outside of the United States may be used in the domestic manufacturing process for such steel and iron materials. The application of coatings, such as epoxy coating, galvanizing, painting, and other coating that protects or enhances the value of steel or iron materials shall be considered a manufacturing process subject to the "Buy America" requirements. A Certificate of Compliance shall be furnished for steel and iron materials. The certificates shall specifically certify that all manufacturing processes for the materials occurred in the United States, except for the above exceptions.
The requirements imposed on AGENCY by the law and regulations do not prevent a minimal use of foreign steel and iron materials if the total combined cost of the materials used does not exceed one-tenth of one percent (0.1 percent) of the total contract cost or $2,500, whichever is greater. The AGENCY or its contractor(s) shall furnish the Engineer acceptable documentation of the quantity and value of the foreign steel and iron prior to incorporation the materials into the work.
Certifica tion requirement for procure ment of steel, iron, or manufactured products.
The AGENCY hereby certifies that all manufacturing process for steel and iron materials occurred in the United States, except for the above exceptions.
Signature:
Name and Title:
Company Name:
Date:
2. DA VIS-BACON ACT
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(a) The AGENCY head shall cause or require its cont racti ng office r to insert in full in any con tract in excess of $2,000 which is entered into for the actua l construction, alteration and/or repair, including painting and decorating, of a pub lic buildin g or public work , or building or work financed in who le or in pa1t from Federa l funds or in accordance with guarantees of a Federa l agency or financed from funds obtai ned by pledge of any contract of a Federal age ncy to make a loan, grant or annual cont ributi on (except where a different meaning is exp ressly indicated), and which is subject to the labor standards provisions of any of the acts I isted in §5. I. the following clauses (or any modificat ions thereof to meet the partic ular needs of the agency, Provided. That suc h modifications are first approved by the Department of Labor):
(I) Minimum wages. (i) A ll laborers and mechanics emp loyed or working upon the site of the work (or under the United States Housing Act of 1937 or under the Housing Act of l 949 in the construction or development of the project), will be paid uncondit iona lly and not less ofte n than once a week, and witho ut subse quent deduction or rebate on any accou nt (except such payroll deductions as are permitt ed by regulations issue d by the Secretary of Labor un<ler the Copelan d Act (29 CFR part 3)), the full amount of wages and bona tid e fringe benefits (or cas h equivalents thereof) due at time of payment co mputed at rates not less than those co nta ined in the wage determination of the Secreta ry of Labor which is atta d,ed hereto and made a parL hereof, regardless of any contractual relationsh ip which may be alleged to exist betwee n the contractor and such laborers and mechanics.
Contributi ons made or costs reasonab ly anti cipa ted for bona tide fringe benefits under sect ion I (6)(2) of the Dav is-Bacon Act on behalf of laborers or mechanics are conside red wages paid to such laborers or mechanics , subject to the provisions of paragraph (a)( l)(iv) of this sectio n; also. regular contributi o ns made or costs incurr ed for more than a weekly per iod (but not less often than quarterly) under plans, funds, or programs which cover the particular weekly period, are deeme d to be constructively made or incurr ed durin g such wee kly period. Such labore rs and mecha nics shall be paid the appropriate wage rate and frin ge benefits on the wage determination for the classification of work actually perfo1med , without regard to skill, exce pt as provided in §5.5(a)(4). Labo rers or mechanics perfonning work in more than one class ification may be compensated at the rate spec ified fo r eac h classification for the time actuall y worked there in:
Provided, That the emp loyer's payroll reco rds acc urate ly set fait h the time spent in each classifica tion in which work is performed. The wage determination (including any add itional classifica tion and wage rates conforme d under paragraph (a)(l)(ii) of this sectio n) and the Davi s Bacon poster (WH- 132 l) shall be posted at al I times by the con tracto r and its subcontractors at the site of the work in a prominent and access ible place where it can be eas ily see n by lhe worke rs.
(ii)(A) The AGENCY's contrac ting officer sha ll require that any class of laborers or mechanics, including helpers, which is not listed in the wage determination and which is to be employed under the con tract shall be class ified in conforma nce with the wage determ ination . The AGENCY's contractin g office r shall approve an add itional classification and wage rate and fringe bene fits therefore only when the follow ing criteria have been met ( 1 ) The work to be performed by the classification requested is not performed by a classification in the wage determ inat ion; and
( 2) The classificat ion is utilized in the area by the construction industry ; and
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Funding Agreement for FY 2017-18 to FY 2026-27
( 3) The proposed wage rate, including any bona fide fringe benefits, bears a reasonable relationship to the wage rates contai ned in the wage determination. (B) If the AGENCY's contractor and the laborers and mechanics to be employed in the classification (if known), or their representatives , and the contracting officer agree on the classification and wage rate (includ ing the amount designated for fringe benefits where appropriate), a report of the action taken sha ll be sent by the contracting officer to the Admin istrator of the Wage and Hour Divis ion, Employment Standards Administrat ion, U.S.
Depaitment of Labor, Washington , DC 202 10. The AGENCY's Administ rator, or an authorized representative. will approve, modify , or disapprove every additional classification actfon within 30 days of rece ipt and so advise the contracting officer or will notify the contracting officer within the JO.day period that additiona l time is necessary. (C) (n the event the AGENCY's contractor, the laborers or mechanics to be employed in the classification or their representatives , and the cont racting officer do not agree on the proposed classificat ion and wage rate (including the amount designated for fringe benefits. where appropriate), the AGENCY 's contracting officer sha ll refer the questions, including the views of all interested parties and the recommendation of the contracting office r, to the AGENCY's Admin istrator for determination. The Admi nistrator, or an authorized representative, will issue a determination within 30 days of receipt and so adv ise the contracti ng officer or will notify the contracting officer within the 30•day period that addit ional time is necessary. (D) The wage rate (including fringe benefits where appropriate) determined pursuant to paragra phs (a)( l )(ii) (B) or (C) of this section, sha ll be paid to all workers performing work in the classifica tion under this contract from the first day on which work is performed in the classification.
(iii) Whenever the minimum wage rate prescribed in the cont ract for a class of laborers or mechanics includes a fringe benefit which is not exp ressed as an hourly rate, the contractor sha ll either pay the benefit as stated in the wage determination or shall pay another bona fide fringe benefit or an hourly cas h equivalent thereof.
(iv) If the AGENCY 's contracto r does not make payments to a trustee or other third person, the AGENCY's cont ractor may consider as part of the wages of any laborer or mechanic the amount of any costs reasonably anticipated i1, providing bona fide fringe benefits under a plan or program, Provided, That the Secretary of Labor has found, upon the written reque st of the contractor. that the applicable standards of the Davis-Bacon Act have been met. The Secretary of Labor may require the contractor to set as ide in a separate account assets for the meeting of obligations under the plan or program.
(2) w;rhhoiding. AGENCY shall upon its own action or upon written request of an authorized representative of the Department of Labor wit hhold or cause to be withheld from its contractor under this contract or any other Federal contract with the same prime contracto r, or any other federally-assisted contract subject to Davis•Bacon prevailing wage requirements, which is held by the same prime contractor, so rnuch of the acc rued payments or advances as may be considered necessary to pay laborers and mechanics , including apprentices. trainees, and helpers, employed by the contractor or any subcontractor the [ull amount of wages required by the contract. Jn the event of failure to pay any laborer or mechanic , including any apprentice, trainee, or helper, employed or working on the site of the work (or under the United States Housing Act of 1937 or under the Housing Act of 1949 in the construction or development of the project), all or part of the wages required by the contract, the AGENCY may, afte r written notice to its
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contractor, sponsor, appJicanl, or owner, take such action as rnay be necessary to cause the suspension of any further payment, advance. or guarantee of funds until such violations have ceased.
(3) Payrolls and basic records. (i) Payrolls and basic records relating thereto shall be maintained by the contractor during the course of the work and preserved for a period of three years thereafter for all laborers and mechanics working at the site of the work (or under the United States Housing Act of 1937, or under the Housing Act of 1949, in the construction or development of the project). Such records shall contain the name, address, and social security number of each such worker, his or her correct classification, hourly rates of wages paid (including rates of contributions or costs anticipated for bona fide fringe benefits or cash equivalents thereof of the types described in section I (b)(2)(B) of the Davis-Bacon Act), daily and weekly number of hours worked, deductions made and actual wages paid. Whenever the Secretary of Labor has found under 29 Cl.7R 5.5(a)( I )(iv) that the wages or any laborer or mechanic include the amount of any costs reasonably anticipated in providing benefits under a plan or program described in section I (b)(2)(B) of the Davis-Bacon Act, the contractor shall maintain records which show that the commitment to provide such benefits is enforceable, that the plan or program is financially responsible, and that the plan or program has been communicated in writing to the laborers or mechanics affected, and records which show the costs anticipated or the actual cost incurred in providing such benefits. AOENCY's contractors employing apprentices or trainees under approved programs shall maintain written evidence of the registration of apprenticeship programs and cetti fication of trainee programs, the registration of the apprentices and trainees, and the ratios and wage rates prescribed in the applicable pi·ograms.
(ii)(A) The AOENCY's contractor shall submit weekly fr1r each week in which any contract work is performed a copy of all payrolls to the Federal Highway Administration (FHWA and/or FTA) if the agency is a party to the contract, but if the agency is not such a party, the contractor wi ll submit the payrolls to the applicant, sponsor, or owner. as the case may be, for transmission to the FHWA and/or FTA. The payrolls submitted shall set out accurately and completely all of the information required to be maintained under 29 CFR 5.S(a)(J)(i) , except that full social security numbers and home addresses shall not be included on weekly transmittals. Instead the payrolls shall only need to include an individually identifying number for each employee (e.g. , the last four digits of the employee's social security number). The required weekly payroll information may be submitted in any form desired. Optional Form WI 1-347 is available for thjs purpose from the Wage and I lour Division Web site at
http://www.dol.gov/esalwhd(forms!wh347instr.htm or its successor site. The AGENCY's prime contractor is responsible for the subrnission of copies of payrolls by all subcontractors.
AGENCY's contractors and subcontractors shall maintain the full social security number and current address of each covered worker, and shal I provide them upon request to the Fl:-IW A and/or PTA if the agency is a party to the contract, but if the agency is not such a party, Lhe AGENCY's contractor will submit them to the applicant, sponso1·, or owner, as the case may be, for transmission to the FHWA and/or FTA, the AGENCY's contractor, or the Wage and Hour Division of the Department of Labor for purposes of an investigation or audit of compliance with prevaj]ing wage requirements. It is not a violation of this section for a AGENCY'S prime contrnctor to require a subcontractor to provide addresses and social security numbers to the
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prime contractor for its own records, without weekly submission to the sponsor ing government agency(or the applicant, sponsor, or owner).
(B) Each payroll submitted shall be accompanied by a ·'Statement of Compliance," signed by the AGENCY's contractor or subcontractor or his or her agent who pays or supervises the payment of the persons employed under the contract and shall cert ify the follow ing:
( I ) That the payrol l for the payroll period contains the information required to be provided under §5.5 (a)(3)( ii) of Regulations , 29 CFR part 5, the appropriate information is being maintained under §5.5 (a)(3)(i) of Regulations, 29 CFR part 5, and that such information is con-ect and complete;
( 2 ) That each laborer or mechanic (including each helper, apprentice, and trainee) employed on the contract during the payroll period has been paid the full weekly wages earned, without rebate. eithe r directly or indirectly, and that no deductions have been made either directly or indirectly from the full wages earned, other than permissible deductio ns as set forth in Regulations , 29 CFR part 3;
( 3) That each laborer or mechanic has been paid not less than the applicable wage rates and fringe benefits or cash equivalents for the classification ofwo~k performed, as specified in the applicable wage determination incorporated into the contract. (C) The week ly submission of a properly executed certification set forth on the reverse side of Optional Form WH- 347 shall satisfy the requirement for submission of the "State ment of Compliance'' required by paragraph (a)(3)(ii)(B) of this section. (D) The falsification of any of the above certifications may subject the contractor or subcontractor to civil or crimin al prosecution under section 1001 of title 18 and section 23 1 of title 3 I of the United States Code.
(iii) The AGENCY's contractor or subco ntractor shall make the records required under paragraph (a)(3)(i) of this sectio n available for inspection, copying, or transcription by authorized representatives of the FHW A and/or the FTA ot· the Department of Labor, and shall permit such representatives to interview employees during working hours on the job. If the AGENCY's contractor or subcontractor fails to submit the required records or to make them available, the federal agency may. after written notice to the contractor, sponsor, app licant, or owner, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds. Furthermore , failure to submit the required records upon requ est or to make such records available may be grounds for debarment action pursuant to 29 CFR 5.12. (4) Apprentices and trainees -(i) Apprentices. Apprentices will be permitted to work at less than the predetermined rate for the work they performed when they are employed pursuant to and individually registered in a bona fide apprenticeship program registered with the U.S.
Department of Labor, Employment and Training Administration, Office of Apprenticeship Training, Employer and Labor Services. or with a State Apprentices hip Agency recognized by the Office, or if a person is employed in his or her first 90 days of probationary employment as an apprent ice in such an apprenticeship program , who is not individually registered in the program , but who has been cert ified by the Office of Apprenticeship Training , Employer and Labor Services or a State Apprenticeship Agency (where appropria te) to be eligible for probationary employment as an apprentice. The allowable ratio of apprentices to journeymen on th e job site in any craft classification shall not be greater than the ratio permitted to the AGENCY's contractor as to the entire work force under the registered program. Any worker listed on a payroll at an apprentice wage rate. who is not registered or othe rwise employed as stated above, shall be paid
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Page4 2
not less than the app licab le wage rate on the wage determ ination for the classifica tion of work actual ly perforn,cd. In addi tion, any apprentice performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less tha n the app licab le wage rate on the wage determination for the work actually performed. Where a AGENCY's contractor is performing construction on a project in a loca lity other than thal in which its program is registered, the ratios and wage rates ( expressed in percentages of the journeyma n's hourly rate) specifie d in the contractor's or subcontractor's registere d program shall be observed. Evety apprentice must be paid at not less than the rate specifie d in the registered program for the apprentice's leve l of progress , expressed as a percentage of the journeymen hourly rate speci fied in the applicable wage determina tion. Appren tices sha ll be paid fringe benefits in accordance with the provisions of the apprenticeship program , If the apprenticeship progr am does not specify fringe benefits , apprentices must be paid the full amoun t of fringe benefi ts listed on the wage determination for the applicab le classification. If the AGE NCY's Admin istrator dete nnin es that a different practice prevails for the applicab le apprentice classification. fringes sha ll be paid in acco rdance with that determination. ln the eve nt the Office of Apprenticeship Traini ng, Employer and Labor Services, or a State Apprenticeship Agency recogn ized by the Office , withdraws approval of an app rentices hjp program, the contractor will no longe r be permitted to utilize apprentices at less than the appli cable predetermined rate for the work performed until an accepta ble progTam is approved.
(ii) Trainees. Exce pt as prov ided in 29 CFRS .16, trainees will not be pe,mitted to work at less than the predete rmin ed rate for the work performe d unless they are emp loyed pursua nt to and ind ividua lly registered in a program which has received prior approva l. evidenced by formal cert ification by the U.S. Department of Labo r. Employ ment and Tra ining Adm inistratio n. The ratio of trainees to journeymen on the job site sha ll not be greater than permitted under t he plan approved by the Emp loyment and Trainin g Ad mini stration. Every trainee must be paid at not less than the rate spec ified in the approved program for the trainee's leve l of progress, exp ressed as a percentage of the journey man hourly rate specified in the app licab le wage determination.
Trainees sha ll be paid fringe benefits in accorda nce with the provisions of the trainee program. lf the trainee program does not mention fringe bene fits, trainees shall be paid the full amount of fringe benefi ts listed on the wage determination unless the Administrator of the Wage and Hour Division determines that there is an apprent iceship program assoc iated with the cotTesponding journeyman wage rate on the wage determination which provides for less than full frin ge benefits for apprent ices. Any employee listed on the payroll at a trainee rate who is not registered and participating in a train ing plan approved by the Empl oyme nt and Train ing Admini strat ion sha ll be paid not less than the appl icable wage rate on the wage determination for the class ification of work actually performed. In addition, any trainee performing work on the job site in excess of the ratio permitted under the registered program sha ll be paid not less than the app licab le wage rate on the wage determination for the work actually performed. In the event the Employment and Tra ining Admini strati on wit hdraws approval of a training program, the contrac tor wi ll no longer be permitted to utilize trainees at less than the applicab le predetennined rate for the work performed until an acceptable prog ram is appro ved.
(iii) Equal employmenl opportunity. The utilizat ion of app rentices, trainees and journeymen under this part shall be in conformity with the eq ual em ployment oppottuni ty requirements of Executive Order 11246, as amended, and 29 CFR part 30.
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Funding Agreement for FY 201 7 -I 8 to PY 2026-27
(5) Compliance with Copeland Act requirements. The AGENCY's contractor shall comply with the requirements of29 CFR part 3, which are incorporated by reference in this contract. (6) Subcontracts. The AGENCY's contractor or subcontractor shall insert in any subcontracts the clauses contained in 29 CFR 5.5(a)(l) through ( I 0) and such other clauses as the FHW A may by appropriate instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The AGENCY's prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all the contract clauses in 29 CFR 5.5.
(7) Contract termination: debarment. A breach of the contract clauses in 29 CFR 5.5 may be grounds for termination of the contract. and for debarment as a contractor and a subcontractor as provided in 29 CFR 5.12.
(8) Compliance with Davis-Bacon and Related Act requirements. All rulings and interpretations or the Davis-Bacon and Related Acts contained in 29 CFR parts I, 3, and 5 are herein incorporated by reference in this contract.
(9) Disputes concerning labor standards. Disputes arising out ort11e labor standards provisions of this contract shall not be subject to the general disputes clause of this contract. Such disputes shall be resolved in accordance with the procedures of the Depa,iment of Labor set forth in 29 CFR parts 5. 6. and 7. Disputes within the meaning of this clause include disputes between the contractor (or any of its subcontractors) and the contracting agency, the U.S. Department of Labor, or the employees or their representatives.
(I 0) Cert1fication of eligibility. (i) By entering into this contract, the AGENCY's contractor certifies that neither it (nor he or she) nor any person or firm who has an interest in the /\GENCY's contractor's firm is a person or firm ineligible to be awarded Government contracts by virtue of section 3(a) of the Davis-Bacon Act or 29 CFR 5.12(a)(I). (ii) No part of this contract shal I be subcontracted to any person or finn ineligible for award of a Government contract by virtue of section 3(a) of the Davis~Bacon Act or 29 CFR 5.12(a)( I). (iii) The penalty for making false statements is prescribed in the U.S. Criminal Code, 18 U.S.C. 100 I.
(b) Contract Work Hours and Sqfety Standards Act. The AGENCY shall cause or require its contracting officer to insert the following clauses set forth in paragraphs (b)(l), (2), (3), and (4) of this section in fut I in any contract in an amount in excess of$ I 00,000 and subject to the overtime provisions of the Contract Work Hours and Safety Standards Act. These clauses shall be inse11ed in addition to the clauses required by §5.5(a) or4.6 of part 4 of this title. As used in this paragraph, the terms laborers and mechanics include watchmen and guards. (\) Overtime requirements. No AGENCY contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanit:
receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. (2) Violation; liability.for unpaid wages; liquidated damages. ln the event of any violation of the clause set forth in paragraph (b)( 1) of this section the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such AGENCY's contractor and subcontractor shall be I iable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory). for liquidated I
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Page44
damages. Such liquidated damages shal l be computed with respect to each individual laborer or mechanic, including watch men and guards, employed in violation of the clause set forth in paragraph (b )(I) of this section, in the sum of $10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set fmth in paragraph (b)(l) of this section. (3) Withholdingfor unpaid wages and liquidated damages. The AGENCY shall upon its own action or upon writlen request or an authorized representative uf the Department of Labur withhold or cause to be with held, from any moneys payable on account of work performed by the AGENCY's contractor or subcontractor under any such AGENCY contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liab ilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set fo11h in paragraph (b )(2) of th is section.
(4) Subcontracts. The AGENCY's contractor or subcontractor shall inse1t in any subcontracts the clauses set forth in paragrap h (b)(l) through (4) of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The AGENCY 's prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (b )(I) through ( 4) of this section. (c) Jn addition to the clauses contained in paragraph (b), in any contract subject only to the Contract Work Hours and Safety Standards Act and not to any of the other statutes cited in §5. 1. the AGENCY shall cause or require the contracting office r to insert a clause requiring that the AGENCY's contractor or subcontractor shall maintain payrolls and basic payroll record s durin g the course of the work and shal I preserve them for a period of three years from the completion of the contract for all laborers and mechanics, including guards and watchmen, working on the contract. Such records shall contain the name and address of each such employee, socia l security number, correct classification s, hourly rates of wages paid, dai ly and week ly numbe1' of hours worked , deductions made , and actual wages paid. Further , the AGENCY shall cause or require the AGENCY 's contracting officer to insert in any such contract a clause providing that the records to be maintained unde r this paragraph shall be made available by the AGENCY's contractor or subcontractor for inspection, copying, or lranscription by authorized representatives of the (write the name of agency) and the Department of Labor, and the contractor or subco ntractor wi II permit such representatives to interview employ ees during working hours on the job.
(The information collection, recordkeeping , and reporting requirements contained in the following paragraphs of this section were approved by the Office of Management and Budget:
Paragraph 0MB Control Number
lca)(l)(ii)(B) 1215- 0140
le a)(l )(i i)(C) 1215- 0140
j(a)(])( iv) 1215-0 140
j(a)(3)( i) 1215-0140,
I 1215-0017
(a)(3)(ii)lA)
(c)
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Page45
1215- 0149
1215-0 140,
1215- 00]7
[48 FR 19540, Apr.29. 1983, as amended at5l FR 12265, Apr. 9, 1986; 55 FR 50150, Dec. 4, I 990; 57 FR 28776, June 26, I 992; 58 FR 58955 , Nov. 5, 1993; 61 FR 407 16, Aug. 5, J 996; 65 FR 69693, Nov. 20, 2000; 73 FR 77511 , Dec. 19, 2008]
Effective Date Note: At 58 FR 58955, Nov. 5, 1993, §5.5 was amended by suspending paragraph (a)( l)(ii) indefinitely.
3. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT
Contract Work Hours and Safety Standards Act - (i) The AGENCY's contractor agrees to comply with section 107 of the Contract Work Hours and Safety Standards Act, 40 U.S.C. section 333, and applicable DOL regulations, "Safety and Health Regulations for Construction" 29 C.F.R. Part 1926. Among other things, the AGENCY ' s contracto r agrees that it will not require any laborer or mechanic to work in unsanitary, hazardous, or dangerous surroundings or working conditions.
(ii) Subcon tracts -The AGENCY ' s contractor also agrees to include the requirements of this section in each subcontract. The term
0 subcontract" under this section is considered to refer to a perso n who agrees to perform any pa1t of the labor or material requirements of a contract for construction, alteration or repair. A person who undertakes to perform a portion of a contract involving the furnishing of supplies or materials will be considered a "subcontractor" under this section if the work in question involves the pe1formance of construction work and is to be performed: (1) directly on or near the construction site, or (2) by the employer for the spec ific project on a customized basis. ThliS, a supplier of materials which will become an integral part of the construction is a "subcontractor" if the supplier fabricates or assembles the goods or materials in question specifically for the construction project and the work involved may be said to be construction activity. If the goods or materials in questi on are ordinari ly sold to other customers from regular inventory. the supplier is not a "subco ntractor." The requirement s of this sec tion do not apply to contracts or subcontracts for the purcha se of supplies or materials or articles normally available on the open market.
4. COPE LAND ANTI-KICKBACK ACT
Compliance with Copeland Act requirements - The AGENCY ' s contractor shall comply with the requirements of 29 CFR part 3, which are incorporated by reference in this contract.
5. PROMPT PAYMENT OF FUNDS WITHHELD TO SUBCONTRACTORS
The AGENCY shall hold retainage from the prime contractor and shall make prompt and regular incremental acceptances of portions , as determined by the agency of the contract work and pay retainage to the prime contractor based on these acceptances . The AGENCY's prime contractor or subcontracto r shall return all monies withheld in retention from a subcontractor within 30 days after receiving payment for work satisfactorily completed and accepted including incremental
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Funding Agreement for FY 2017- 18 to rv 2026-27
accepta nces of portions of the contract wo rk by the agency. federa l regulation (49 CFR 26.29) requires that any delay or postponement of payment over 30 days may take place only for good cause and w ith the agency 's prior writte n approva l. Any violat ion of this prov isio n shall subjecl the v iolating AGENCY'S prime contracto r or subcont ractor to the penalties, sanc tions, and other remedies specifie d in Sect ion 7108.5 of the California Business and Pro fessions Code. These requirements shall not be construe d to limit or impair any contract ual, adm inistrative, or judicial remed ies otherwise, available to the prime contractor or subcontractor in the event of a dispute involving late payment, or nonpayment by the prime contractor, deficient subco ntract perfo rmance, 01· noncompliance by a subcontracto r. This provision app lies to both DBE and non-DBE prim e contractors and subcontractors.
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Funding Agreement for PY 201 7-18 to PY 2026-27
EXHIBITB-6
ADDlTIONAL TERMS AND CONDITLONS (REGIONAL TOLL FUNDS INCLUDING RM I, RM2, AND AB 11 71)
WHEREAS, Streets and Highways Code (SHC) Sections 30950 et seq. created the Bay Area Toll Autho rity ("BATA") which is a public instrumentality governed by the same board as that gove rnin g MTC: and
WHEREAS, pursuant to SHC Section 3101 0(b), funds gene rated in excess of those needed to meet the toll commitments as spec ified by paragraph ( 4) o f subdivisio n (b) of Section 188.5 of the SHC sha ll be ava ilable to BA TA for fundin g projects consistent with S HC Sections 309 I 3 and 309 14; and
WHEREAS, MTC adopted Reso lution No. 3434, Revised. whic h estab lishes comm itments of bridge toll funds, includin g such AB l 171 funds. to specific projects and corridors; and
WHEREAS , on Nove mber 8, l 988, vote rs approved Regiona l Measure I (" RM I"), which authorized a standa rd auto tol l of $ I on the seve n state-owned toll bridges in the San Franc isco Bay Area to fund various transportation proj ects within the region; and WHEREAS, on March 2, 2004 , vote rs approve d Regional Measure 2 ("RM2 .. ), inc reasing the toll for all veh icles on the seven state-ow ned toll bridges in the San f rancisco Bay Area by $1 .00 to fund various transpo rtat ion projects within the region that have been dete rmined to reduce congest ion or to impro ve travel in the toll bridge corridors; and WHEREAS , RM2 estab lished the Regional Traffic Relief Plan and listed specific cap ital projects and programs and transit oper~ting ass istance as eligible to tcceive RM2 fundin g as identified in SHC Sectjon 309 l 4(c) a11d (d). The funding amo unts ass igned to certain of the programs and projects were subsequent ly revised by MTC Resolution No. 380 I; and WHEREAS , to the extent the Proj ect is receiving RM2 funding hereunder, SHC Section 309 14(c) lists the Project to which this Exhibit 8-6 and the applicable Suppleme nt apply as one such eligible tra nspo1tatio n project and designates AGENCY as project sponso r; and WHEREAS, pursuant to MTC Resolution No. 3636 , MTC esta blished procedures whereby e ligible transpo1tation project spo nsors may subm it allocat ion requests for Regional Measure 2 Brid ge Toll funding. A copy of MTC Resolution No. 3636 is attached hereto and incorporated herein as Attachment D, MTC R esolution No. 3636; and WHEREAS, AGENCY submitted one or more allocatio n requests for RM2, AB 1171 , and/or RM 1 fundin g for the Project to which this Exh ibit B-6 app lies. A copy of the app licable allocation request(s) as well as AGENCY's reso lution(s) approv ing the alloca tion request(s) are
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Funding Agreement for PY 2017-18 to PY 2026-27
attached to the applicable Supplement and incorporated herein as Attachment A, Updated Lnitial Project Report, and Attachment B, AGENCY Resolution(s}_ respectively; and WHEREAS, by the resolution(s) attached to the applicable Supplement and incorporated herein as Attachment A as Attachment C. MTC Resolution(s) Approving Project Request, MTC approved AGENCY's request(s) for the applicable funds for the applicable Project.
I. AGENCY AGREES
A. AGENCY agrees to perform or caused to be performed the activities described in Attachment A, Updated Initial Project Report. AGENCY will provide all necessaiy staffing and support resources to complete the Project as described in Attachment A, AGENCY agrees to meet all cond itions listed in Attachment C, MTC Resolution(s) Approving Project Request.
B. AGENCY shall provide MTC with annual progress reports on or before each July 31 throughout the term of this Agreement in accordance with the monitoring and reporting requirements specified in MTC Resolution No. 3636.
C. AGENCY shall submit invoices to MTC no less than annually, but may submit invoices as frequently as monthly. In either case, AGENCY shall submit an invoice to MTC within thirty (30) days afler the end of each period for which payment is sought covering costs for the Project activities accomplished through the end of such period, not covered by previously submitted invoices. Each invoice shall be supported by the following information: (i.) A brief narrative progress report of the activities accomplished during Lhe invoice period, including the percentage of the contract complete and the percentage of funding expended: (ii.) the costs requested for reimbursement with RM L RM2 and/or AB l 171 funds, as applicable: (iii.) the total costs expended for the invoice period broken down by type and sollirce of funding; (iv.) the total RM I, RM2 and/or AB 1171 funds, as applicable received as reimbursement to date; (v.) the total costs expended for project name to date broken down by type and source of funding; and (vi.) any additional supporting data in a form and detail l'equi1·ed by MTC.
D. AGENCY agrees to spend RM 1, RM2 and/or AB 1171 fonds, as applicable, at a rate not exceeding the schedu!e attached to the applicable Supplement ~nd inco11.1oratecl herein as Attachment E, Reimbursement Schedule.
E. AGENCY shall comply with and shall assure that any AGENCY contractor performing Project work with RM I , RM2 and/or AB 1171 funds, as applicable, received under this Agreement complies with MTC Resolution No. 3636, Revised. as well as the provisions of MTC's RM2 Policy Guidance contained in Attachment D, MTC Resolution No. 3636. relative to constructing, operating, and maintaining the Project. MTC may update Resolution No. 3636 from time to time. The AGENCY agrees to comply with the most current Resolution that is approved at any given time.
F. AGENCY is responsible for completing the Project within cost. scope and schedule as described i11 Attachment A, Updated Initial Project Repott, as it may be updated from time to
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FuL1ding Agreement for FY 2017-18 to FY 2026-27
time. Any updates must be approved by AGENCY and MTC in writing before being incorporated into this Agreement.
G. AGENCY certi!ies that:
• The Project is consistent with the Regional Transportation Plan r·RTP"). • All environmental permits or clearances necessary for the Project bave been or will be obtained, and the year of Project funding for the construction phase of the Project has taken into consideration the time necessary to obtain permitting approva l for the Project as an operable and useab le segment.
• The Project or portion thereof to be funded under this Agreement wil l be fully funded upon the executio n of the app licable Supp lement.
• AGENCY has reviewed the Project needs and has adequate internal staffing and support resources to deliver and complete the Project within the cost, scope, and schedule set forth in the Initial Project Repo,t , as updated. attached to the applica ble Supplement as Attachment A.
• If applicable to the Project , AGENCY is an eligib le sponsor of projects in MTC Reso lution No. 3434, Revised.
• If applicable , AGENCY is authorized to submit an application for RM2 funds for the Project in accordance wit h SHC Sect ion 30914(c).
• If app licab le, AGENCY is authorized to submit an application for AB l I 71 funds for the Project in accordance with SHC Section 3101 O(b).
• The Project is in comp liance with the requirements of the California Environmental Quality Act (Public Resources Code Section 21000 et seq.), and with the State Environmenta l fmpact Report Guidelines (14 California Code of Regulations Sections 15000 et seq.), and if relevant, the Nationa l Environmental Policy Act (NEPA) (42 USC 4321 et seq.) and the applicable regulations thereunder. • There is no legal impediment to AGENCY making a llocation requests for RM I, RM2 and/or AB I 171 funds, as applicable.
• There is no pend ing or threatened litigation which might in any way adversely affect the Project or the ability of AGENCY to deliver such Project.
H. In addition to AGENCY's commitment under Artic le 10, lNDEMN IFlCATION , of the Master Funding Agree ment, AGENCY agrees at its own cost, expense, and risk to defend any and all clai ms, actio ns, suits, or other legal proceedings brought or instituted against MTC, its Commissioners, representat ives, agents, and employees, or any of them, arising out of such act or omission, and to pay and satisfy any resu lting judgments. In addition to any other remedy authori zed by law, so much of the fund ing due under this alloca tion of RMI , RM2 and/or AB I 171 funds, as app licable, as sha ll reasonably be considered necessary by MTC may be retained until disposition has been made of any claim for damages.
I. If any revenues or profits from any non-governmental use of the Project are collected by /\GEN CY, those revenues or profits shall be used exclus ively for the public transpo rtation services for which the Project was initially approved, either for capital improvement s or maintenance and operational costs, otherwise MTC is entit led to a propo1tionate share equa l to MTCNTA
Funding Agreement for FY 20 l 7-18 to FY 2026-27
MTC's percentage participation in the Project. MTC's percentage participation shall eqttal the amount of funds allocated to Project , divjded by the totaJ Project budget as shown in Attachment E, Reimbursement Schedule, as updated from time to time, as such amount may be adjusted to reflect total project costs.
J. Project assets purchased by AGENCY with RM I, RM2 and/or AB l 171 funds, as applicable, including facilities and equipment, shall be used for the intended public transportation uses and should said facilities and equipment cease to be operated or maintained for their intended pub lic transportation purposes for their useful life, MTC shall be entitled to a present day value refund or credit (at MTC's option) based on MTC's share of the fair market value of the facilities and equipment at the time the public transportation uses ceased, which sum shall be paid back to MTC in the same proportion that RM l , RM2 and/ot AB 1171 funds, as applicable, were originally used.
K. AGENCY shall post on both ends of the Project construction site(s), unles s prohibited by the site owner if such owner is not the AGENCY, at least two signs visible to the public stating that the Project is funded with RM I, RM2 and/or AB 1171 funds, as applicable.
L. AGENCY's City Manager , General Manager, Executive Director. Chief Exec utive Officer, or equivalent officer. or designee, is delegated the authority to make non-sub stant ive changes or minor amendments to the initial project report as he/she deems appropriate; otherwise, Article 7, AMENDMENTS, of this Agreement applies.
M. AGENCY agrees to comply with the provi sions of MTC Resolution No. 3636, Revised, and the MTC Resolution s set forth in Attachment C, MTC Resolution(s) Approving Project Reque st.
II. MTC AGREE~
A. MTC agrees to provide AGENCY with RM 1, RM2 and/or AB 1171 funds, as applicab le, within the allocation amounts in Attachment C, MTC Resolution(s) Approving Project Request and as restated in the relevant Supplement for the purpose of funding the Project as described in Attachment A.
The entire funding amount is available for reimbursement based on the schedule included in Attachment E, Reimbursement Schedule, to the applicable Supplement. In addition, if applicab le, MTC agrees to support AGENCY's allocation reqttest from the State according to the Allocation Reque st Schedule provided in Attachment F to the app licable Supplement.
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Funding Agreement for FY 2017- 18 to PY 2026-27
In the event AGENCY does not use all RM I, RM2 and/or AB 1171 funds , as applicable, made available in a g iven fiscal year, those unused amoun ts will be avai lable for reimbu rsement in subsequent year(s) for the duration of this Agreement.
Ill. IT IS MUTUALLY AGREED
A. MTC may terminate the appli cable Supp leme nt, in its sole discretion, for any force majeure event, including but not limited to any earthquake, flood or other natural disaster , any epide mic, blockade, rebellion, war, act of sabotage or civ il commotion, fire, exp losion or strike. or prolonged econo mic condit ions affecting the ability of the Bay Area Toll Authority to make payments to bond holders who sha ll in all circumsta nces have prior ity to payment of funds , if suc h event (i) irrecoverab ly disrupts or renders impo ssible AGENCY's performance hereunder; or (ii) disrupts MTC's ability to make payments hereu nder. ff MTC so terminates the app licab le Sup plemen t, AGENCY will be entit led to payment for non-recoverable Project costs incurred prior to the date of such terminat ion, including but not limited to any amounts AGENCY owes to the owner of the Project construction sites, if such owner is not AGENCY, up to the maximum amount payable under this Agreeme nt.
B. If AGENCY fails to perform as spec ified in this Agreement. and the applicable Supplement, MTC may terminate the applica ble Supp lement or this Agreeme nt for cause.
Term ination shall be effecte d by serving a sixty (60) day advance writt en notice of termination on AGENCY, setting forth the manner in whic h AGENCY is in default. Jf AGENCY does not cure the breach or describe to MTC's satisfaction a plan for curing the breach within the sixty (60) day period, MTC may terminate this Agree ment or the app licable Supplem ent for cause. In the event of such termination for cause, AGENCY will be entitled only to those costs incurred for a lready completed Project work, not to exceed the maximum amount payable under this Agreement for such Project work, however , in no event shal l MTC be requ ired to reimburse AGENCY for any costs incurred for work caus ing or contributing to the defa ult C. If the Proj ect is cance lled, suspended indefin itely, or otherwise not completed for any reason , AGENCY shall repay MTC any RM l , RM2 and/or AB l 17 1 funds , as applicable , expended that exceed MTC's proportionate share of eligible costs for the Project.
D. Upon complet ion of the Projec t, AGENCY will properly account for all Project costs incurred.
E. The app licable Sup plement shall termina te upon closeout of the PROJECT in accorda nce with Polic ies and Procedures in MTC Resolution No. 3636, Revised , or on the termination date, if any , set forth in the Suppl ement, wh ichever is soo ner.
F. The term s and cond itions of this Agreemen t include the following and each is incorporated by reference herein as if fully set fotih herein.
Attachment A - Updated Initial Project Report (A llocat ion Request) Attachment B - AGENCY Resolution(s)
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Funding Agreement for FY 20 17-18 to FY 2026-27
Attachment C - MTC Resolution(s) Approving Project Request(s) Attachment D - MTC Resolution No. 3636. Revised
Attachment E - Reimbursement Schedule
Attachment F - Allocation Request Schedule
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Master Funding Agreement for FY 2017-18 through FY 2026-27
EXHIBIT 8 -7
ADDITfONAL TERMS AND CONDITIONS (REGIONAL DlSCRETlONAR Y FEDERAL
FUN DS CNCLUDTNG STP AND CMAQ)
1. TERMINATION
Notwithstanding Article 8.0, TERMINATJON in the M aster Funding Agreement , MTC may termina te this Agreement without cause upon ten ( I 0) days prior w ritten notice . If MTC terminates this Agreement without cause, AGENCY shall be entitled to payme nt for costs incurred for incomplete deliverables, up to the maximum amount payab le for each deliverable. lf AGENCY fails to perform as specifie d in this Agree1nent, MTC may terminate thi s Agreement for cause by written notice and AGENCY shall be entitled only to costs incurred for work product acceptable to MTC, not to exceed the maximum amo unt payab le Ltnder this Agreement for such work product.
2. RETENTIO N O F RECORDS
AGENCY agrees to establ ish and maintain an account ing system confi rmin g to GAA P that is ade quate to accumulate and segregate reasonable , allowable, and allocab le project costs.
AGENCY further agrees to keep all records pe1tain ing to the project being fund ed for aud it purposes for a minimum of three (3) years following fina l payment to AGENCY or four (4) years foJlowi ng the fisca l year of the last expe nditure under this Agreem ent, whichever is longer. in acco rdance with genera lly accepted accounting princ iples. Copies of AGENCY aud its, if any. perfonned during the course of Project development and at Project completion shall be forwarde d to MTC no later than one hundred eighty ( I 80) days afl:er fiscal year end close.
3. AUD ITS
Notw ithstandi ng Article 13.0, AUD ITS in the Master Fundin g Agreeme nt, AGENCY agrees to gran t MTC, or any agency that provides MTC with funds for the Project , including but not lim ited to, the U.S. Departme nt of Transportat ion, FHWA, the Comptro ller General of the United States, the State. and their authorized represe ntatives access to AGENCY 's books and reco rds for the purpose of verifying that funds are properly accou nted for and proceeds are expended in accorda nce with the term s of this Agreement. All documents sha ll be ava ilable for inspect ion during normal bus iness hours at any time while the Project is undetway and for the retention period specifie d in Article 4.
AGENCY further agrees to include in all its third-party contracts hereunder a provision to the effect that the contracto r agrees that MTC, the U.S. Department of Tra nsportation, FHW A, the Comptroll er General of the United States, the State, or any of their duly author ized representat ives shall have access to and the right to examine any direct ly pertinent books, documents, papers , and records of such subcontractor, during normal business hours. for the term specified above. The term "co ntract" as used in this clau se excludes agreements not exceed ing $25, 000.
4. LICENSE TO WORK PRODU CTS
MTC/VTA
Punding Agreement for PY 20 I 7-18 to PY 2026-27
AGENCY het·eby grants to MTC an irrevocable. non-exclusive. royalty-free licens e to use without restriction and share with any person or entity all drawings, designs , specifications, manua ls, reports , stud ies, surveys, models, softwa re, source code and source code documentation, documentation or system architecture , and any other docum ents, materials, data , and products ("Work Products") developed. prepared, or assemb led by AGENCY or AGENCY's consultant(s) or its subconsu ltants pursuant to this Agreement. MTC may exerc ise their licen ses to Work Products through sublicenses to a third party, without the approva l of AGENCY or AGENCY's consu ltant(s) or subconsultants. FHWA reserves a roya lty-free, non-exclusive and irrevocab le license to reproduce, publish or otherwise use. and to authorize others to use, for federal gove rnment purposes: (a) the copyright in any work developed under th is Agreement; and (b) any rights of copyright to which AGENCY or /\GENCY's consultant(s) or subcons ultant s purchase ownership under this Agreement.
5. EQUAL EMPLOYMENT OPPORTUNITY
In accordance with Title VI of the Civil Rights Act, as amended (42 U.S.C. § 2000d); Section 303 of the Age Discrimination Act of 1975, as amended (42 U.S.C . § 6102); Section 202 of the Americans with Disabilities Act of 1990 (42 U.S.C. § 12132); and 49 U.S.C. § 5332 for FTA-funded projects , AGENCY agrees that it shall not, on the grounds of race, rel igious creed. color, nationa l origin, age, physical disability or sex, discriminate or permit discrimination against any employee or applicant for employme nt.
G. DISADV ANTAGED BUSINESS ENTERPRISES (DBE)
It is the policy of MTC and the U.S. Department ofTranspot1ation to ensure nondiscrimination in the award and administration of DOT-assisted contracts and to create a level playing field on wh ich disadvantaged business enterprises , as defined in 49 Code of Federal Regulations Part 26, can compete fairly for contracts and subcontracts relatin g to MTC's procurement and professional services activities.
AGENCY shal l not discriminate on the basis of race, co lor, national origin or sex in the performance of this Agreement. AGENCY shall carry out applicable requirements of 49 CPR Part 26 in the award and adm inistra tion of DOT-assisted cont racts. Failure by AGENCY to carry out these requirements is a material breach of con tract, which may result in the termination of this agreement or such other remedy as MTC deems appropriat e.
7. TlTLE VI Of-THE C IVIL RJGHTS ACT OF 1964
AGENCY agrees to comply w ith all the requirements imp osed by Titl e VI of the Civil Rights Act of 1964 (4 7 U.S.C. § 2000(d)) and the regulations of the Department oi Transportation issued thereunder (49 CFR Parl 2 1 ).
8. ACCESS REQUIREMENTS FOR INDIVIDUALS WJTH DTSABILI TIES AGENCY agrees to comp ly wi th al l applicable requirements of the Americans with Disabilities Act of 1990 (ADA) , 42 U.S.C. § 12101 et seq.; Section 504 of the Rehab ilitation Act of 1973, as amended, 29 U.S.C. § 794 ; Section 16 of the Federal Transit Act. as amended, 49 U.S.C. § 53 J0(f); and their implementing regulations.
9. STATE ENERGY CONSERVATION PLAN
MTC/VTA
Funding Agreement for FY 20 17- LS to FY 2026- 27
AGENCY shall comply with all mandat ory stand ards and poli cies relating to energy efficiency that are conta ined in the State energy conservation plan issue d in compliance with the Energy Poli cy and Conservation Act (42 U.S.C. § 632 1).
10. DEBARM ENT
AGENCY certifies that neither it, nor any of its parti cipa nts, principals or subcontractors is or has been debarred, suspended, proposed for deba rment, decla red ineligible, or vo luntarily exc lllded from cove red transact ions, as they are define d in 49 CFR Part 29, by any Federal agency or department.
11. CLEAN AIR AND WATER POLLUTIO N ACTS
AGENCY agrees to comply with the app licable requirements of all standards, orders, or requirements issued under the Clean Air Act (42 U.S.C. § 7501 et seq.), the Clean Water Act (33 U.S.C. § 125 Let seq.), Exec utive Order 11738, and Env ironmental Protec tion Agency regulations (40 CFR Part 15).
12. LOBBYING
AGENCY agrees to comply with the restr ictions on the use of federa l funds for lobbying activities set forth in 31 United States Code § 1352 and 49 C.F .R. Part 20.
13. INDEMN IFICATION
Notwithsta ndin g A1iicle 10.0, INDE MN IFTCA TJON, in the Master Fund ing Agreement AGENCY shall indemnify and hold harm less MTC, Ca ltrans, their Comm issioners, Directors , officers, agents and employees from any and all claims, demands , suits, loss, damages, injury and/or liability (including any and all costs and expenses in connection therewith) , incurred by reason of any act o r failure to act of AGENCY, its officers, directors , emp loyees, agents and contractors, or any of them, under or in con nect ion with this Agreement; and AGENCY agrees at its own cost, expense and risk to defend any and all claim s, actions , suits, or othe r legal proceed ings brought or instituted against MTC, Caltrans , their Commissioners, Directors, officers, agents, and emplo yees, or any of the m, arising out of such act or om ission, and to pay and satisfy any resulting judgments.
14. COMPLIANCE WITH LAW S
AGENCY shall com ply with any and all laws, statut es, ord inances, rules, regulations or requirements of the federal, state, or loca l government, and any agency thereof, including, but nol limited to MTC. the U.S. DOT, FHWA , the S tate, and Caltran s, w hich relate to or in any manner affect the perfomianc e of this Agreement. Those laws, statutes , ordinan ces, rules, regulations, and proc edura l requirements that are imposed on MTC as an AG ENCY of federal or state funds are hereby in turn imposed on AGENCY (including, but not limi ted to, 49 CFR Part 18, '1U11iform Admin istrative Requirem ents for Grants and Cooperative. Agreements to State and Local Governments''). and are herein incorporated by this reference and made a part hereof.
AGENCY contractors sha ll agree to comp ly with all 48 CFR, Chapter l, Part 3 1, Contract Cost Prin cip les and Procedures. In add ition , AGENC Y certifies that the AGENCY and its
MTC/YTA
Funding Agreement for f'Y 20 17-18 to FY 2026-27
contractors shall comply with the requirements of the Californfa Environmental Quality Act (CEQA). California Pub I ic Resources Code Section 21,000 et seq. and with the State Environmental Impact Repor:t Guidelines (14 California Code of Regulators Section 15000 et seq.) and the National Environmental Policy Acl (NEPA), 42 U.S.C. Section 432 l et seq. and the applicable regulations thereunder.
15. IDENTIFICATION OF DOCUMENTS
AGENCY shall ensure that all repot1s and other documents completed as part of this Agreement shall carry the following notation on the front cover or title page:
·'The preparation of this report has been financed in part by grants from the U.S.
Department of Transportation. The contents of this report do not necessarily reflect the official views or policy of the U.S. Department ofTranspo11ation."
MTC/VTA
Funding Agreement for FY 20 17-18 to FY 2026-27
EXHIBIT B~S
CERTIFICATION REGARDING DEBARMENT, SUSPENSION, AND OTHER
RESPONSIBILITY MATTERS
Instructions for Certificatio n:
1. By sigoing and submitting this bid or proposal, the prospective lower tier participant is providing the signed certification set out beJow.
2. The ce11ificatio11 in th is clause is a mate rial representat ion of fact upon which reliance was placed when this transaction was entered into. lf it is later determined that the prospective lowt:r tier parti cipant knowingly rende red an erroneous ce1tificatio n, in additi on to other remedies available to the Federal Govern ment. MTC may pursue available remedies , including suspe nsio n and/or debarmen t.
3. The prospective lower tier participant shall provide immediate written notice lo MTC if at any tim e the prospective lower tier participant learns that its cert ification was erro neous when submitted or has beco me erro neous by reason o f changed circumstances .
4. The terms "covered transaction;' "deba rred:' ''suspended," " ineligible." " lower tier covered transaction," "participant," "persons," "lower tier covered transact ion," " principal ,'' '·proposal," and "voluntari ly excluded:' as used in this clause, have the meanings set out in the Definitions and Coverage sections of rules imp lementing Exec utive Order 12549 [49 CFR Part 29]. You may contact MTC for assistance in obtai ning a copy of those regulations.
5. The prospective lower tier participant agrees by submitting this proposal that, shou ld the proposed covered transaction be entere d into, it shall not knowing ly enter into any lower tie1· covered transaction with a person who is debarred, suspended, declared ineligib le, or voluntari ly exc luded from part ic ipation in this cove red transaction , unless autho rized in writing by MTC.
6. The pros pective lower tier participant furthe1· agrees by submittin g this proposal that it will include the clause titled "Certificatio n Regarding Debarment. Suspen sion, Ineligibility and Voluntary Exclusion - Lowe r Tier Cove red Transactio n'', witho ut modification , in all lower tier covere d transactions and in all solicitat ions for lower tier cove red tran sactio ns.
7. A participant in a covered transaction may rely upon a cert ification of a prospec tive pat1icipant in a lower tier covered transaction that it is not debarred, sus pended, ineligib le, or voluntarily exclude d from the covered transaction 1 unless it knows that the certificat ion is erroneous. A partic ipant may decide the method and frequency by whic h it determines the eligib ility of its principals. Each participant may, but is not required to, check the Nonprocurement List issued by U.S. Genera l Service Adm inistration.
8. Nothing containe d in the forego ing shall be construed to require establi shment of system of records in order to render in good faith the certification required by thi s clause. The knowledge
MTC/VTA
Funding Agreement for FY 20 17-18 to FY 2026-27
and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.
2. Except for transactions authorized under Paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to all remedies available to the Federal Government, MTC may pursue available remedies including suspension and/or debarment.
MTC/VTA
Funding Agreement for FY 2017- 18 to FY 2026-27
CERTIFICATION REGARDING DEBARMENT, SUSPENSION,
INELIGIBILITY AND VOLUNTARY EXCLUSION
LOWER TIER COVERED TRANSACTION
( I) The prospective lower tier partic ipant certifies, by submission of this bid or proposal, that neither it nor its ·'principals " [as defined at 49 C.F.R. Section 29. 1 OS(p)] is presently debarred, suspended. proposed for debarment, declared ineligible , or volunta rily excluded from paiticipation in this transaction by any Federal departrnent or agency. (2) When the prospective lower tier participant is unable to cettify to the statements in this certi ftcation. suc h prospective patticipant shat I attach an explanation to this proposal.
Date (signature of author ized officia l)
(type/print name and title)
MTC/VTA
Funding Agreement for PY 20 17-18 to rv 2026-27
CERTIFICATION OF RESTRICTIONS ON LOBBYING
hereby certify on behalf of that:
(name and title of grantee official) (name of grantee)
1. 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 otlicer 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 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.
2. rf 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 rorm-LLL, ''Disclosure Form to Rep01t Lobbying," in accordance with its instructions.
3. The undersigned shall require that the language of this ce1tification be included in the award documents for all sub awards at all tiers (including subcontracts, sub grants, and contracts under grants, loans, and cooperative agreements) and that all sub recipients shall certify and disclose accordingly.
This certification is a material representation of fact upon which reliance is 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 3 1, 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 :nore than $100,000 for each such failure.
Executed this day of ---- , 20_ -------- --
By:
(signature of authorized official)
(title of authorized official)
MTC/VTA
Funding Agreement for FY 2017- 18 to FY 2026-27
EXIDBITC
FORM 10-C