CONTRACT

@ CONTRACT AMENDMENT CITY OF PHOENIX

{for Grant Pass-Thru Agreement) Public Transit Department
Grants Management Section
Effective Date: November 3, 2022 302 N. 1st Avenue, 8th Floor
City Clerk Contract No.: 147746 Phoenix, Arizona 85003
Amendment No.: 2 ptdgrants@phoenix.gov

Subrecipient Name: City of Glendale

Contract Title: Grant Pass-Thru Agreement | Grant Number(s): FAIN No. AZ-2018-001-00
AZ-2018-009-00

THE ABOVE REFERENCED CONTRACT IS AMENDED AS FOLLOWS:

1. Recital. This Amendment No. 2 updates the grant reimbursement requirements,
extending the time for project completion and reimbursement requests under
Agreement No. 147746 (“Agreement”), and it adds two required federal
provisions to the Agreement.

2. Revisions.
A. Section 1 Revision. The Agreement’s Section 1, Grant Reimbursement, is
revised and replaced by this Amendment No. 2 with the following Amended
Section 1:

1. Grant Reimbursement.

PHOENIX will 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 and Exhibit A-2. 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.

To receive reimbursement for any allowable and eligible indirect costs
awarded by and charged to the Grant, SUBRECIPIENT shall either charge:
a cost allocation plan/indirect cost rate approved by the SUBRECIPIENT’s
cognizant federal agency to be submitted by SUBRECIPIENT to PHOENIX
on an annual basis; or 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. SUBRECIPIENT acknowledges that its
applicable indirect cost rate for this Agreement was provided to PHOENIX
in SUBRECIPIENT’s Grant Application, which is incorporated by reference
into this Agreement.

The total federal funds allocated to SUB-RECIPIENT under this Agreement
shall not exceed $1,557,974. SUB-RECIPIENT shall provide the required
local match for these projects. No reimbursements shall be made unless all
required reports have been submitted. Projects must be completed and

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reimbursement must be requested by December 31, 2025. Funding for
uncompleted and unbilled projects will 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.

A. Local Share.

SUBRECIPIENT shall provide the required local match for the
Project(s), and that local match is currently estimated to be $360,516,
as detailed in Exhibit A-1 and Exhibit A-2. SUBRECIPIENT shail be
responsible for the full amount of any costs that exceed the awarded
Project(s) amount, such as price increases and applicable taxes.

B. Application for Reimbursement of Federal Share.

SUB-RECIPIENT shall submit its application for reimbursement of the
federal share to:

City of Phoenix Public Transit Department
Management Services Division, Grants Section
Email: section5310@phoenix.gov

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

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

C. Backup Documentation.

The application for reimbursement must be accompanied by detailed
backup documentation for all 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; and

3. 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.

B. Exhibit D Revision. Exhibit D (Required Federal Provisions), as attached to
the Agreement and incorporated by reference, is supplemented by this
Amendment No. 2 with addition of the following Section 9 (Notification to

FTA) and Section 10 (Prohibition on Certain Telecommunications and Video
Surveillance Services or Equipment):

If a current or prospective legal matter that may affect the Federal
Government emerges, the SUBRECIPIENT must promptly notify
PHOENIX, which must then promptly notify the FTA Chief Counsel and
FTA Regional Counsel for Region 9. The SUBRECIPIENT must include a
similar notification requirement in its Third-Party Agreements and must
require each Third-Party Participant to include an equivalent provision in
its subagreements at every tier, for any agreement that is a “covered
transaction” according to 2 C.F.R. §§ 180.220 and 1200.220.

A. The types of legal matters that require notification include, but are not

limited to, a major dispute, breach, default, litigation, or naming the
Federal Government as a party to litigation or a legal disagreement in
any forum for any reason.

. Matters that may affect the Federal Government include, but are not

limited to, the Federal Government's interests in the Award, the
accompanying Underlying Agreement, and any Amendments thereto,
or the Federal Government's administration or enforcement of federal
laws, regulations, and requirements.

. The SUBRECIPIENT must promptly notify PHOENIX, which must then

prompily notify the U.S. DOT Inspector General in addition to the FTA
Chief Counsel or Regional Counsel for Region 9, if the
SUBRECIPIENT has knowledge of potential fraud, waste, or abuse
occurring on a Project receiving assistance from FTA. The notification
provision applies if a person has or may have submitted a false claim
under the False Claims Act, 31 U.S.C. § 3729, et seq., or has or may
have committed a criminal or civil violation of law pertaining to such
matters as fraud, conflict of interest, bid rigging, misappropriation or
embezzlement, bribery, gratuity, or similar misconduct involving federal
assistance. This responsibility occurs whether the Project is subject to
this Agreement or another agreement between the Recipient and FTA,
or an agreement involving a principal, officer, employee, agent, or
Third-Party Participant of the SUBRECIPIENT. It also applies to
subcontractors at any tier. Knowledge, as used in this paragraph,
includes, but is not limited to, knowledge of a criminal or civil
investigation by a federal, state, or local law enforcement or other
investigative agency, a criminal indictment or civil complaint, or
probable cause that could support a criminal indictment, or any other
credible information in the possession of the SUBRECIPIENT. In this
paragraph, “promptly” means to refer information without delay and
without change. This notification provision applies to all divisions of the
SUBRECIPIENT.

10. PHOENIX and SUBRECIPIENT are prohibited from obligating or

expending loan or grant funds to: procure or obtain, extend or renew a
contract to procure or obtain, or enter into a contract (or extend or renew a

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contract) to procure or obtain equipment, services, or systems that uses
covered telecommunications equipment or services as a substantial or
essential component of any system, or as critical technology as part of any
system. As described in Public Law 115-232, section 889, covered
telecommunications equipment is:

A. Telecommunications equipment produced by Huawei Technologies
Company or ZTE Corporation (or any subsidiary or affiliate of such
entities).

B. Video surveillance and telecommunications equipment produced by
Hytera Communications Corporation, Hangzhou Hikvision Digital
Technology Company, or Dahua Technology Company (or any
subsidiary or affiliate of such entities) for the purpose of public safety,
security of government facilities, physical security surveillance of
critical infrastructure, and other national security purposes.

C. Telecommunications or video surveillance services provided by such
entities or using such equipment.

D. Telecommunications or video surveillance equipment or services
produced or provided by an entity that the Secretary of Defense, in
consultation with the Director of the National Intelligence or the Director
of the Federal Bureau of Investigation, reasonably believes to be an
entity owned or controlled by, or otherwise connected to, the
government of a covered foreign country.

In implementing the prohibition under Public Law 115-232, section 889,
subsection (f), paragraph (1), heads of executive agencies administering
loan, grant, or subsidy programs shall prioritize available funding and
technical support to assist affected businesses, institutions, and
organizations as is reasonably necessary for those affected entities to
transition from covered communications equipment and services, to
procure replacement equipment and services, and to ensure that
communications service to users and customers is sustained

3. Effect of Amendment. Except as otherwise amended, ail other contract prices,
terms, and conditions of the Agreement (and any prior amendments not in
conflict) will remain in full force and effect. {f there is a conflict or ambiguity among
amendments and the Agreement, then the most recent amendment will only
prevail and control if it is clear and unambiguous. If the most recent amendment
is not clear and unambiguous, then the original Agreement will govern to the
extent necessary to support the intent of the Agreement.

4. Effective Date. The effective date of this Amendment No. 2 is the date provided
above.

City of Glendale hereby acknowledges receipt of and
agreement with the amendment. A signed copy must
be returned to the Public Transit Department, Grants
Management Section.

CITY OF GLENDALE

Signature

Printed Name

Title

Signature

Printed Name

Title

CITY OF PHOENIX

Jeffrey Barton, City Manager

By:

Jesus Sapien, Public Transit Director
APPROVED AS TO FORM:
Julie M. Kriegh, City Attorney

Carolina Potts, Assistant Chief Counsel
ATTEST:

City Clerk