Agreement

AGREEMENT NO.
GRANT PASS-THRU AGREEMENT

BETWEEN
THE CITY OF PHOENIX
AND
CITY OF GLENDALE

Federal Award Identification Number (FAIN) No. AZ-2022-003
(49 U.S.C. Section 5307 Funds)

This Grant Pass-Thru Agreement (“Agreement”) is made and entered into this
day of , 20 (“Effective Date”), by and between the City of
Phoenix (“PHOENIX”), a municipal corporation duly organized and existing under the
laws of the State of Arizona, and City of Glendale (“SUBRECIPIENT”), a municipal
corporation, duly organized and existing under the laws of the State of Arizona.
PHOENIX and SUBRECIPIENT are sometimes referred to collectively as “PARTIES”
and individually as a “PARTY.”

RECITALS

A. PHOENIX’s City Manager is authorized and empowered by the City Charter’s
provisions to execute contracts.

B. PHOENIX has statutory and charter authority to provide transit services and
enter into agreements with other entities within the Phoenix Urban Area for
providing transit services. See A.R.S. Section 11-951, et seq.; Phoenix City
Charter Chapter 2, Section 2, Subsections (c){i) and (I).

C. Asa political subdivision of the State of Arizona, PHOENIX may contract and
enter into stipulations of any nature to do acts necessary and convenient for the
exercise of its powers. The laws of the State of Arizona authorize municipalities
to: (1) engage in any business or enterprise that may be engaged in by persons
by virtue of a franchise from the municipal corporation (see A.R.S. Section 9-
511(A)); (2) appropriate and spend public monies on activities that “will assist in
the creation or retention of jobs or will otherwise improve or enhance the
economic welfare of [its] inhabitants” (see A.R.S. Section 9-500.11); and (3) be
vested with all the powers set forth in Title 9 for incorporated towns, in their

respective charters, and in other provisions of law (see A.R.S. Section 9-499.01).

D. SUBRECIPIENT has statutory authority to exercise all of the powers granted to
municipal corporations and to cities by the Constitution and laws of the State of
Arizona, together with ail of the implied powers necessary to carry into execution
all the expressed powers granted therein and the power to enter into

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intergovernmental agreements with other governmental entities. See A.R.S.
Section 11-951, et seq.

Transit activities are one of the types of activities authorized pursuant to the
aforementioned statutory and Charter authority and such powers do not conflict
with any of the provisions of SUBRECIPIENT’s authorizations.

Section 5307 of Chapter 53, Title 49, United States Code (formerly the Federal
Transit Act of 1964, as amended) makes financial aid available to government
entities and public transportation operators engaging in the preservation,
improvement, and operation of mass transit systems.

. PHOENIX successfully applied to the Federal Transit Administration (“FTA”) for

a grant of Section 5307 funds, which was awarded as FAIN No. AZ-2022-003
(“Grant”).

. SUBRECIPIENT shall receive funds from said Grant and perform the project(s)

(“Project(s)”) described in Exhibit A-1, as attached to this Agreement and
incorporated by reference.

PHOENIX and SUBRECIPIENT have been authorized by their respective formal
authorities to enter into this Agreement.

AGREEMENT

IT IS HEREBY AGREED, by and between the PARTIES, as follows:

1.

Agreement Term.

The Agreement’s term begins on its Effective Date. The Projeci(s) led by
SUBRECIPIENT must be completed and reimbursement must be requested by
the 30th day of September, 2025. Funding for any uncompleted and unbilled
Projects may be reassigned at the discretion of PHOENIX, as needed to close
out the Grant. This Agreement will terminate after all federal and PHOENIX
requirements have been met and PHOENIX has closed out the Grant.

Reimbursement From Grant.

PHOENIX agrees to reimburse SUBRECIPIENT for its share of federal funding
allocated from the Grant for the purchase of items/services provided in the
“Project Description” box of Exhibit A-1. SUBRECIPIENT shall comply with all
requirements in 2 CFR Part 200, “Uniform Administrative Requirements, Cost
Principles, and Audit Requirements for Federal Awards,” which are incorporated
by reference.

Before receiving reimbursement for any allowable and eligible indirect costs

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awarded by and charged to the Grant, SUBRECIPIENT shall either: provide a
cost allocation plan/indirect cost rate approved by the SUBRECIPIENT's
cognizant federal agency; or charge a de minimis rate of 10% of modified total
direct costs (“MTDC”) in accordance with 2 CFR Part 200.414. Reimbursement
shall not exceed the federal funds allocated to SUBRECIPIENT, unless approved
in writing by PHOENIX.

The total federal funds allocated to SUBRECIPIENT under this Agreement shall
not exceed $205,123. No reimbursements shall be made unless all required
reports, as described below, have been submitted.

. Local Share.

SUBRECIPIENT shall provide the required local match for the Project(s), and
that local match is currently estimated to be $42,218, as detailed in Exhibit A-1.
SUBRECIPIENT shall be responsible for the full amount of any costs that exceed
the awarded Project(s) amount, such as price increases and applicable taxes.

. Application for Reimbursement.

SUBRECIPIENT shall submit an electronic copy of its application for
reimbursement of the federal share to:

City of Phoenix Public Transit Department
Management Services Division, Grants Section
Email: ptdgrants@phoenix.gov

A. The cover letter must identify the PHOENIX contract number and the period
for which the application is submitted.

B. For any applicable reimbursements, SUBRECIPIENT shall submit its
application with the reimbursement request form shown in Exhibit B, which is
attached to this Agreement and incorporated by reference.

C. The application for reimbursement must be accompanied by detailed backup
documentation for ail eligible expenses. At a minimum, the documentation
shall include the following:

1. A listing of all invoiced costs with vendors and payment dates;

2. Copies of paid invoices received from vendors for purchases of supplies
and services and corresponding proof of payment such as cancelled
checks or bank statements;

3. Either an approved cost allocation plan on file with SUBRECIPIENT’S
cognizant federal agency or an acknowledgement in writing that
SUBRECIPIENT will use of the 10% De Minimis Rate (in accordance with
2 CFR Part 200, “Uniform Administrative Requirements, Cost Principles,

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and Audit Requirements for Federal Awards’) for all allowable indirect
costs that are eligible for reimbursement; and

4. Such other documentation as PHOENIX or FTA may require, including
any reports mandated by Exhibit C, which is attached to this Agreement
and incorporated by reference.

5. SUBRECIPIENT Performance.

SUBRECIPIENT shall complete the Project(s) for which the Grant's funds have
been awarded in a proper and timely manner. SUBRECIPIENT is responsible for
complying with all federal, state, and local requirements imposed under the
Grant, including the requisites identified in Exhibit D, Exhibit E, and Exhibit F, |
which are attached to this Agreement and incorporated by reference. |
SUBRECIPIENT must also comply with all of the terms and conditions set forth in
the FTA Master Grant Agreement currently in effect and any subsequent
revisions, which are publicly available at transit.dot.gov/funding/grantee-
resources/sample-fta-agreements/fta-grant-agreements and incorporated into
this Agreement by reference. SUBRECIPIENT's failure to comply with all
applicable requirements may result in the withholding of Grant funds to
SUBRECIPIENT for that Grant.

6. Insurance.

SUBRECIPIENT shall have adequate insurance to cover the Project(s) in the
event of damage or complete loss.

7. Indemnification.

Each PARTY (as “Indemnitor”) agrees to indemnify, defend, and hold harmless
the other PARTY (as “Indemnitee”) from and against any and all claims, losses,
liability, costs, or expenses (including reasonable attorney's fees) (hereinafter
collectively referred to as “Claims”) arising out of bodily injury of any person
(including death) or property damage, but only to the extent that such Claims
which result in vicarious/derivative liability to the Indemnitee are caused by the
act, omission, negligence, misconduct, or other fault of the Indemnitor, its
officers, officials, agents, employees, or volunteers.

8. Notice.

Any notice, consent, or other communication (“Notice”) required or permitted
under this Agreement shall be in writing and either delivered in person, sent by
email, deposited in the United States mail (postage prepaid, registered or
certified mail, and return receipt requested), or deposited with any commercial air
courier or express service addressed as follows:

If intended for SUBRECIPIENT:

Kevin Link, Transit Manager
City of Glendale

6210 W. Myrtle Avenue, Suite S
Glendale Arizona 85301-1700
Telephone: (623) 930.3508
Email: klink@glendaleaz.com

If intended for PHOENIX:

Jests E Sapien, Public Transit Director
City of Phoenix Public Transit Department
302 N. 1st Avenue, Suite 900

Phoenix, Arizona 85003

Telephone: (602) 495-0418

Email: jesus.sapien@phoenix.gov

with electronic copy to:

City of Phoenix Public Transit Department
Management Services Division, Grants Section

Email: ptdgrants@phoenix.gov

Notice shall be deemed received: (a) at the time it is personally served; (b) on the
day it is sent by email; (c) on the 2nd business day after its deposit with any
commercial air courier or express service; or (d) on the 10th calendar day after
its deposit in the United States mail (postage prepaid, registered or certified mail,
and return receipt requested). Any time period stated in a Notice shall be
computed from the time the Notice is deemed received. Either PARTY may
change its mailing address, email address, or the person to receive Notice by
providing the other PARTY with a Notice of that change.

Notice sent by email shall also be sent by reguiar mail to the recipient at the

above address. This requirement for duplicate Notice is not intended to change
the effective date of the original Notice sent by email.

. Summary of Exhibits.

As noted above, the following exhibits are attached to this Agreement and
incorporated by reference:

Exhibit A-1 Federal Grant Pass-Thru Agreement Detail Summary
Exhibit B Federal Grant Reimbursement Form

Exhibit C Required Reports
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Exhibit D Required Federal Provisions
Exhibit E Partial List of Applicable Laws

Exhibit F Required Local Provisions

The PARTIES executed this Agreement on the day and year first above written.
CITY OF PHOENIX

Jeffrey Barton, City Manager

By

Jess E. Sapien
Public Transit Director
ATTEST:

City Clerk - PHOENIX
APPROVED AS TO FORM:

Cris Meyer, City Attorney

Carolina Potts
Assistant Chief Counsel

APPROVED BY PHOENIX CITY COUNCIL BY FORMAL ACTION ON MAY 19, 2021.

CITY OF GLENDALE

By

Printed Name:

Title:
APPROVED AS TO FORM:
Attorney for CITY OF GLENDALE
APPROVED BY BY FORMAL ACTION
ON Ss

INTERGOVERNMENTAL AGREEMENT DETERMINATION

In accordance with the requirements of A.R.S. § 11-952(D), each of the undersigned
attorneys acknowledge: (1) that they have reviewed the above Agreement on behalf of
their respective clients; and (2) that, as to their respective clients only, each attorney
has determined that this Agreement is in proper form and is within the powers and
authority granted under the laws of the State of Arizona.

Attorney for PHOENIX Attorney for CITY OF GLENDALE

EXHIBIT A-1

FEDERAL GRANT PASS THRU AGREEMENT
DETAIL SUMMARY

FAIN NUMBER: AZ-2022-003

CFDA NUMBER: 20.507

GRANT RECIPIENT: CITY OF PHOENIX

GRANT SUBRECIPIENT’S NAME: CITY OF GLENDALE

GRANT SUBRECIPIENT’S ADDRESS:

6210 W. Myrtle Avenue, Suite S
Glendale Arizona 85301-1700

GRANT SUBRECIPIENT’S DUNS NUMBER: 077523579

TOTAL ELIGIBLE PROJECT COST for federal |$247,341
grant purposes (TEPC):

e Federal Share of TEPC: $205,123

¢ Local Share/Match of TEPC: $ 42,218
PROJECT(S) DESCRIPTION:
ALI Code: [Project(s) Description: Local: Federal: Total:
11.7A.00 {Preventive Maintenance $20,468 $ 81,873 $102,341
11.12.04 |Purchase < 30 ft $21,750 $123,250 $145.000

Replacement Buses (GUS)

EXHIBIT B

FTA Grant Expenditure Reimbursement Request Application

The information provided will be used by the City of Phoenix Public Transit Department (“PTD”) to monitor SUBRECIPIENT expenditures
for FTA-funded projects and disburse FTA funds for eligible costs. No further FTA funds may be disbursed unless this report is completed
and submitted as required.

SUBRECIPIENT ORGANIZATION NAME AND ADDRESS | GRANT AGREEMENT REQUEST NO.

NUMBER

REPORTING PERIOD (Dates)

FROM: TO:

TOTAL LOCAL MATCH FTA SHARE
TOTAL ELIGIBLE PROJECT COSTS $ . $ - § -
TOTAL PREVIOUS PAYMENTS $ - $ - § .
CURRENT REIMBURSEMENT REQUESTED $ - $ - Se]
REMAINING FUNDING {$_ 5 L$ -_|$ _ |

REQUIRED SIGNATURES
This document must be signed by the SUBRECIPIENT's Transit Manager and Chief Financial Officer or their
designated representative(s).

CERTIFICATION

We certify the financial expenditures submitted for reimbursement with this report, including supporting documentation, are
eligible and allowable expenditures, have been incurred compliant with all applicable Federal laws and regulations, have not
been previously requested, and have met all matching requirements. In addition, we understand that any discovery of a
violation of a federal law or regulation, or any failure to follow applicable Federal directives, may result in withdrawal of
federal participation.

SIGNATURE OF TRANSIT MANAGER OR DESIGNEE DATE
TYPED OR PRINTED NAME AND TITLE TELEPHONE
SIGNATURE OF CHIEF FINANCIAL OFFICER OR DESIGNEE DATE
TYPED OR PRINTED NAME AND TITLE TELEPHONE
Instructions

1. Keep a copy of all documents submitted.
2. All project records, including financial records, must be maintained for three years beyond the later of vehicle/asset
disposal or final close-out of the Grant with FTA.

For PTD use only
Date request received: Approved for funds availability (signature/date) |

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EXHIBIT C

Required Reports

SUBRECIPIENT agrees to submit reports and statements or plans as now or hereafter
required by PHOENIX or the FTA. Quarterly reports are due on or before the 15th of the
month following the end of the quarter, i.e., October 15, January 15, April 15 and July 15;
and annual reports are due ninety days (except NTD Report, which shall be due 120
days) after the end of the fiscal year (July 1 - June 30). Drug and Alcohol Reports are
due January 31 for the previous calendar year.

REPORT FREQUENCY DESCRIPTION
DBE Reports As required by | DBE participation, utilization, annual goal
PHOENIX setting, progress, and information reports|

Grant Status Report | Quarterly Status of each project by grant number

NTD Report — Close | Annually Copy for information only

Out Letter

Fixed Assets Status | Annually Inventory of all FTA-funded assets

Report

Single Audit Report | Annually Copy of federally required audit

Title VI Annual Annually Subrecipient to provide all Title VI

Report complaints and related information
annually

Drug and Alcohol Annually FTA drug and alcohol testing

Reports

Contract Change Quarterly Subrecipient to provide list of any

Orders Above federally-funded contract change orders

$100,000 for any amount $100,000 or greater

Claims/Settlements | Quarterly Subrecipient to provide list of any
federally-funded projects with
Claims/Settlements pending or closed
within the quarter

Vehicle Record Reimbursements) Provide a vehicle record inventory form

Inventory Form with vehicles for each vehicle purchased with FTA
funds

Capital Asset Reimbursements Provide a capital asset purchase form for

Purchase Form with capital asset each capital asset purchased with FTA
funds

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Staff Time Reimbursements All reimbursements for staff time must
Documentation with staff time include verification of all hours billed,
including copies of all applicable
timecards or other time reporting
documentation

5310 FTA Grants

Grant Performance | Annuallyoras | Evaluation of Grant Accomplishments
Information required by FTA

The reports and required submissions fisted above may be increased, revised,
reorganized, deleted or changed as required by FTA guidelines. All reports must be
current before any FTA funds will be disbursed by PHOENIX.

EXHIBIT C, Page 2
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EXHIBIT D

Required Federal Provisions

SUBRECIPIENT shall permit the authorized representatives of PHOENIX, the
United Stated Department of Transportation (“USDOT”), and the Controller
General of the United States to inspect and audit alf data, books, records, and
reports relating to this Agreement and SUBRECIPIENT’s performance
hereunder. PHOENIX's audit shall be at SUBRECIPIENT's sole cost and
expense. All required records shall be maintained for a minimum of three years
after the Grant has been formally closed. The obligations of SUBRECIPIENT
under this provision survive the termination or expiration of this Agreement.

Both PARTIES warrant that no person has been employed or retained to solicit
or secure this Agreement upon an agreement or understanding for a
commission, percentage, brokerage, or contingent fee; and, further, that no
member or delegate to Congress or City Council, or any employee of PHOENIX
or SUBRECIPIENT, has any interest, financial or otherwise, in this Agreement.

SUBRECIPIENT shall fully comply with the Disadvantaged Business Enterprise
(“DBE”) regulations of USDOT, 49 CFR Part 26. SUBRECIPIENT shall abide by
all stipulations, regulations, and procedures set forth in PHOENIX’s FTA-
approved DBE Program Plan. The Transit Civil Rights Officer of PHOENIX’s
Public Transit Department and representative(s) of PHOENIX’s Equal
Opportunity Department will meet annually with SUBRECIPIENT to cooperatively
determine DBE participation for all FTA-assisted projects.

In performing the services for which federal funding is provided under this
Agreement, SUBRECIPIENT agrees to comply with all laws, rules, regulations,
standards, orders, or directives applicable to: (a) this Agreement; (b) the services
provided pursuant to this Agreement; and (c) PHOENIX, as the designated
recipient of FTA funding. These laws, rules, regulations, standards, orders, and
directives include federal, state, and local laws and those items set forth here in
Exhibit D and below in Exhibit E.

The PARTIES acknowledge that federal funds are being used for the work,
services, and operations provided under this Agreement. In that regard,
PHOENIX, as the designated grant recipient, is obligated to accept and comply
with all of the terms and conditions set forth in the Federal Transit Administration
(*FTA”) Master Grant Agreement. In order for SUBRECIPIENT to receive
funding under this Agreement with PHOENIX, SUBRECIPIENT is required to
similarly accept and comply with all such terms and conditions, and
SUBRECIPIENT does hereby specifically agree to be bound thereby. A copy of
the Master Grant Agreement and any subsequent revisions are publicly available

at transit.dot.gov/funding/grantee-resources/sample-fta-agreements/fta-grant-
agreements and incorporated into this Agreement by reference. SUBRECIPIENT

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is solely responsible for complying with all the terms and conditions of the Master
Grant Agreement and any subsequent revisions.

SUBRECIPIENT understands and acknowledges the applicability of the
immigration Reform and Control Act of 1986 (“IRCA”) and agrees to comply with
the IRCA in the performance of this Agreement.

SUBRECIPIENT shall fully comply with Equal Employment Opportunity (“EEO”)
regulations of the USDOT Urban Mass Transportation Administration (“UMTA”)
Circular 4704.1. SUBRECIPIENT shall provide an EEO Program Plan when they
employ 50 or more transit-related employees and requests or receives: (a)
planning assistance under Section 8 or 9 of the Urban Mass Transportation
(“UMT”) Act (or any combination thereof) in excess of $250,000 in the previous
federal fiscal year; or (b) capital or operating assistance under Section 3, 4(i), or
9 of the UMT Act, 23 U.S.C. 142 (a){2), or 23 U.S.C. 103(e) (or any combination
thereof) in excess of $1 million in the previous federal fiscal year.
SUBRECIPIENT shall fully comply with EEO regulations as they pertain to
subcontractors. Any subcontractor with 50 or more transit-related employees
shall provide an EEO Program Plan.

Section 319 of Public Law 101-121 prohibits recipients of federal contracts
from using appropriated funds for lobbying U.S. Federal Agencies or the United
States Congress in connection with a specific covered federal action and
requires all persons to disclose lobbying if they request or receive a covered
federal action.

By signing this agreement, SUBRECIPIENT certifies that:

A. SUBRECIPIENT shall require that the language of this section be
included in the award documents for all sub-awards at all tiers (including
subcontracts, subgrants, and contracts under grants, loans, and
cooperative agreements) and that SUBRECIPIENT shall certify and
disclose accordingly.

B. No federally appropriated funds have been paid or will be paid, by or on
behalf of SUBRECIPIENT, 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: (1) award of any federal contract; (2)
grant of any federal loan; (3) provision of any federal grant; (4) entrance
into any cooperative agreement; and (5) extension, continuation, renewal,
amendment, or modification of any federal contract, grant, loan, or
cooperative agreement.

EXHIBIT D, Page 2
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If any funds other than federally 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, SUBRECIPIENT shall complete and submit Standard Form-
LLL, “Disclosure Form to Report Lobbying," in accordance with its
instructions.

This certification is a material representation of fact upon which reliance
was placed when this transaction was made or entered. Submission of
this certification is a prerequisite for making or entering into this
transaction imposed by section 1352, title 31, U.S. Code. Any person who
fails to file the required certification shall be subject to a civil penalty of
not less than $10,000 and not more than $100,000 for each such failure.

EXHIBIT D, Page 3
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EXHIBIT E

Partial List of Applicable Laws

Federal Codes. SUBRECIPIENT shall comply with Title VI of the Civil Rights Act
of 1964, 78 Stat. 252, 42 U.S.C. 2000d to U.S.C. 2000d-4 (“Title VI") and all
requirements imposed by or pursuant to Title 49, Code of Federal Regulations,
Department of Transportation, Subtitle A, Office of the Secretary, Part 21,
“Nondiscrimination in Federally-Assisted Programs of the Department of
Transportation - Effectuation of Title VI of the Civil Rights Act of 1964”
(“Nondiscrimination Regulations”) and other pertinent directives so that no
person in the United States shall, on the grounds of race, color, sex or national
origin be excluded from participation in, be denied the benefits of, or be
otherwise subjected to discrimination under any program or activity for which
SUBRECIPIENT receives federal financial assistance, directly or indirectly, from
the Department of Transportation, including the Federal Transit Administration.
SUBRECIPIENT hereby gives assurance that it will promptly take any measures
necessary to effectuate this Agreement. This assurance is required by
Subsection 21.7(a)(1) of the Nondiscrimination Regulations.

More specifically and without limiting the above general assurance,
SUBRECIPIENT hereby gives the following specific assurances with respect to
the Project(s):

1. SUBRECIPIENT shall insert the following notification in all solicitations for
bids for work or material subject to the Nondiscrimination Regulations and
made in connection with a project under 49 U.S.C. chapter 53 and, in
adapted form, in all proposals for negotiated agreements:

CONTRACTOR, in accordance with Title VI of the Civil Rights Act
of 1964, 78 Stat. 252, 42 U.S.C. 2000d to 2000d-4 and Title 49,
Code of Federal Regulations, Department of Transportation,
Subtitle A, Office of the Secretary, Part 21, “Nondiscrimination in
Federally-Assisted Programs of the Department of Transportation,”
issued pursuant to such Act, hereby notifies all bidders and
proposers that it will affirmatively ensure that in regard to any
contract or procurement entered into pursuant to this
advertisement, disadvantaged business enterprises will be afforded
full opportunity to submit bids and proposals in response to this
invitation and will not be discriminated against on the grounds of
race, color, sex, or national origin in consideration for an award.

2. If SUBRECIPIENT carries out a program of training under Section 531 2of
Title 49, United States Code chapter 53, the assurance shail obligate
SUBRECIPIENT to make selection of the trainee or fellow without regard
to race, color, sex, or national origin.

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Where SUBRECIPIENT receives federal financial assistance to carry out
a program under Title 49, United States Code chapter 53, the assurance
shall obligate SUBRECIPIENT to assign transit operators and to furnish
transit operators without regard to race, color, sex, or national origin.

Where SUBRECIPIENT carries out a program under Title 49, United
States Code chapter 53, routing, scheduling, quality of service, frequency
of service, age and quality of vehicles assigned to routes, quality of
stations serving different routes, and location of routes may not be
determined on the basis of race, color, sex, or national origin.

This assurance obligates SUBRECIPIENT for the period during which
federal financial assistance is extended to the Project(s).

SUBRECIPIENT shall provide for such methods of administration for the
program as are found by PHOENIX to give reasonable guarantee that it,
its contractors, subcontractors, transferees, successors-in-interest and
other participants under such program will comply with all requirements
imposed pursuant to 49 U.S.C. chapter 53, the Nondiscrimination
Regulations, and this assurance.

SUBRECIPIENT agrees that PHOENIX has a right to seek judicial
enforcement regarding any matter arising under 49 U.S.C. chapter 53,
the Nondiscrimination Regulations, and this assurance.

Compliance with FTA Regulations. During the performance of this Agreement,

SUBRECIPIENT, for itself, its assignees and successors-in-interest agrees as
follows:

1.

SUBRECIPIENT shall comply with the Nondiscrimination Regulations, as
they may be amended from time to time, which are incorporated by
reference and made a part of this Agreement.

With regard to the work performed by it during the Agreement,
SUBRECIPIENT shall not discriminate on the grounds of race, color, sex,
or national origin in the selection and retention of subcontractors, including
procurement and leases of equipment.

In all solicitations, either by competitive bidding or negotiation, made by
SUBRECIPIENT for work to be performed under a subcontract—including
procurement of materials or leases of equipment—each potential
subcontractor or supplier shall be notified by SUBRECIPIENT of the
subcontractor’s obligations under this Agreement and the
Nondiscrimination Regulations.

EXHIBIT E, Page 2
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SUBRECIPIENT shall provide all information and reports required by the
Nondiscrimination Regulations or directives issued pursuant thereto, and
shall permit access to its books, records, accounts, other sources of
information, and its facilities as may be determined by PHOENIX or FTA
to be pertinent to ascertain compliance with such Nondiscrimination
Regulations, orders, and instructions. Where any information required of
SUBRECIPIENT is in the exclusive possession of another who fails or
refuses to furnish this information, SUBRECIPIENT shall so certify to
PHOENIX or FTA, as appropriate, and shall set forth what efforts it has
made to obtain the information.

lf SUBRECIPIENT fails to comply with the nondiscrimination provisions of
this Agreement, then PHOENIX shall impose such contract sanctions as it
or FTA may determine to be appropriate, including: (a) withholding of
payments to SUBRECIPIENT under the grant award until SUBRECIPIENT
complies; and (b) cancellation, termination, or suspension of this
Agreement, in whole or in part. ;

SUBRECIPIENT shall include the FTA provisions included above in
paragraphs 1 through 5 of Exhibit E, section B, in every subcontract,
including procurement of materials and leases of equipment, unless
exempt by the Nondiscrimination Regulations or governing directives
issued. SUBRECIPIENT shall take such action with respect to any
subcontract or procurement as PHOENIX or FTA may direct as a means
of enforcing such provisions, including sanctions for noncompliance. If
SUBRECIPIENT becomes involved in, or is threatened by litigation with a
subcontractor or supplier as a result of such direction, then
SUBRECIPIENT may request that PHOENIX enter into such litigation to
protect the interests of PHOENIX, and SUBRECIPIENT may request the
United States to enter into such litigation to protect the interests of the
United States.

SUBRECIPIENT hereby adopts the Title VI investigation and tracking
procedure developed by PHOENIX. SUBRECIPIENT agrees that
PHOENIX personnel shall conduct Title VI investigations. The
determinations made by PHOENIX of Title VI complaints shall be binding
upon SUBRECIPIENT. SUBRECIPIENT shall maintain a list of any active
Title VI investigations conducted by any governmental entity, including
PHOENIX, and shall maintain a Title VI complaint log of closed
investigations for three years. SUBRECIPIENT shall provide information
to the public concerning its Title VI obligations and apprise the public of
protections offered by Title VI. The obligations of SUBRECIPIENT under
this provision survive the termination or expiration of this Agreement.

EXHIBIT E, Page 3
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SUBRECIPIENT avows that, where applicable, it is and will provide fair
and equitable labor protective arrangements, as reflected in Section
5333(b) of Title 49 U.S. Code, as amended (formerly Section 13(c) of the
Federal Transit Act of 1964, 49 U.S.C. 1609). SUBRECIPIENT shall fully
cooperate with PHOENIX in meeting the legal requirements of the labor
protective provisions of Section 5333(b) and the Labor Agreements and
side letters currently in force and certified by the United States
Department of Labor. Changes, including changes in service and any
other changes that may adversely affect transit employees, shall be made
only after due consideration of the impact of such changes on Section
5333(b) protections granted to employees.

SUBRECIPIENT shall comply with the following statutes and regulations:

18 U.S.C. 1001

Section 5301 of 49 U.S.C. chapter 53

Section 5309(i) of 49 U.S.C. chapter 53

Section 5310 of 49 U.S.C. chapter 53, which provides—among other

thing—for the planning and design of mass transportation facilities to

meet the special needs of senior persons and persons with disabilities

Section 5323(d) and (f) of 49 U.S.C. chapter 53

Section 5326 of 49 U.S.C. chapter 53

Section 5329 of 49 U.S.C. chapter 53

Section 5332 of 49 U.S.C. chapter 53, which prohibits—among other

things—discrimination on the basis of race, color, creed, national

origin, sex, or age

e Section 5333 of 49 U.S.C. chapter 53, which requires compliance with
applicable labor requirements
Section 5337 of 49 U.S.C. chapter 53
Title VI of the Civil Rights Act of 1964, 42 U.S.C. 2000d, which
prohibits—among other things—discrimination on the basis of race,
color or national origin by recipients of federal financial assistance.

e Title VIl of the Civil Rights Act of 1964, 42 U.S.C. 2000e, which
prohibits—among other things—discrimination in employment

e Section 504 of the Rehabilitation Act of 1973, 29 U.S.C. 794, which
prohibits—among other things—discrimination on the basis of disability
49 CFR Part 600 et seq. regulations promulgated by FTA
49 CFR Parts 21, 23, 25, 26 and 27 regulations promulgated by the
Department of Transportation governing Title VI, minority business
enterprise (DBE/women's business enterprise), relocation and land
acquisition, and nondiscrimination based on disability, respectively

e 46 CFR Part 381 regulations promulgated by the Maritime

Administration governing cargo preference requirements

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e 36 CFR Part 800 regulations promulgated by the Advisory Council on
Historic Preservation

e 31 CFR part 205 regulations promulgated by the Department of the
Treasury governing letter of credit

e 40 CFR Part 15 regulations promulgated by the Environmental
Protection Agency pertaining to administration of clean air and water
pollution requirements

e 29 CFR Parts 5 and 215 regulations promulgated by the Department of
Labor pertaining to construction labor and transit employee protections

Drug and Alcohol Testing. SUBRECIPIENT shall have in place, maintain, and
implement a plan and a program for compliance with U.S. DOT Drug and Alcohol
regulations, as specified in 49 CFR 40, 49 CFR 653, and 49 CFR 654. That plan
and program shall be modified to incorporate and comply with such other
regulations as were adopted by the USDOT and published in the Federal
Register as of February 14, 1994 and any subsequent changes thereto.

EXHIBIT E, Page 5

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