Agreement

G CONTRACT AMENDMENT
(for Grant Pass-Thru Agreement)

CITY OF PHOENIX
Public Transit Department
Grants Management Section

Effective Date: November 3, 2022
City Clerk Contract No.: 152145
Amendment No.: 2
Subrecipient Name: City of Glendale

302 N. 1st Avenue, 8th Floor
Phoenix, Arizona 85003

pidgrants@phoenix.gov

Contract Title: Grant Pass-Thru Agreement | Grant Number(s): FAIN No. AZ-2019-038,

AZ-2020-008, AZ-2020-009

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. 152145 (“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, Exhibit A-2, and Exhibit A-3.
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 $591,722, 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 $186,852,
as detailed in Exhibit A-1, Exhibit A-2, and Exhibit A-3.
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.

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

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

9. 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.

B. 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.

C. The SUBRECIPIENT must promptly notify PHOENIX, which must then
promptly 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 contract) to
procure or obtain equipment, services, or systems that uses covered

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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, all other contract prices,
terms, and conditions of the Agreement (and any prior amendments not in
conflict) will remain in full force and effect. If 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