REVISED_GRANT_PASS-THRU_AGREEMENT_-_MARICOPA_COUNTY_-_AZ-2021-049.PDF

Maricopa County — Formal (2021-11-17)

Extracted text (via pymupdf) 43127 characters

AGREEMENT NO. __________

GRANT PASS-THRU AGREEMENT

BETWEEN
THE CITY OF PHOENIX
AND
MARICOPA COUNTY

Federal Award Identification Number (FAIN) No. AZ-2021-049

(49 U.S.C. Section 5307 Funds)

This Grant Pass-Thru Agreement (“Agreement”) is made and entered into this 1st
day of September, 2021 (“Effective Date”), by and between the City of Phoenix, a
municipal corporation duly organized and existing under the laws of the state of Arizona
(hereinafter referred to as “PHOENIX”) and Maricopa County, a political subdivision
duly organized and existing under the laws of the State of Arizona (hereinafter referred
to as “SUBRECIPIENT”). 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 (l).

C. As a 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 which 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 is a political subdivision of the State of Arizona, established for
the purpose of providing county services to its county residents. See A.R.S.
Section 11-109. The laws of the State of Arizona authorize counties to: (1) “make
or enforce . . . ordinances to reduce or encourage the reduction of the commuter
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use of motor vehicles by employees of the county and employees whose place of
employment is in unincorporated areas of the county” (see A.R.S. Section 11-
251(52)); (2) “appropriate and spend public monies for and in connection with . . .
any project, assistance, undertaking, program or study . . . that the board of
supervisors has found and determined will assist in the creation or retention of
jobs or will otherwise improve or enhance the economic welfare of the inhabitants
of the county” (see A.R.S. Section 11-254.04(A) and (C)); (3) “perform all other
acts and things necessary to the full discharge of its duties as the legislative
authority of the county” (see A.R.S. Section 11-251(30); and (4) enter into
intergovernmental agreements with other governmental entities (see A.R.S.
Section 11-951, et seq.).

E. 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.

F. 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.

G. PHOENIX successfully applied to the Federal Transit Administration (“FTA”) for
a grant of Section 5307 funds, which was awarded as FAIN No. AZ-2021-049
(“Grant”).

H. SUBRECIPIENT shall receive funds from said Grant and perform the project(s)
described in Exhibit A, as attached to this Agreement and incorporated by
reference.

I. 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 project(s) led by
SUBRECIPIENT, as described in Exhibit A, must be completed and
reimbursement must be requested by the 30th day of September, 2024. Funding
for any uncompleted and unbilled projects may be reassigned to other
subrecipients at the discretion of PHOENIX, as needed to close out the Grant.
This Agreement will terminate after PHOENIX has closed out the Grant.

2. Reimbursement From Grant.
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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. 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.

For any allowable and eligible indirect costs awarded by and charged to the
Grant, SUBRECIPIENT shall provide a cost allocation plan/indirect cost rate
approved by the SUBRECIPIENT’s cognizant federal agency, or those without an
approved cost allocation plan may elect to charge a de minimis rate of 10% of
modified total direct costs (“MTDC”) in accordance with 2 CFR Part 200.414
before receiving reimbursement. 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 $140,000. No reimbursements shall be made unless all required
reports, as described below, have been submitted.

3. Local Share.

SUBRECIPIENT shall provide the required local match for the project(s) as
described in Exhibit A. The local match is currently estimated to be $35,000 as
detailed in Exhibit A. 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.

4. 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 all eligible expenses. At a minimum, the documentation
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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,
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) described within Exhibit A 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) described
within Exhibit A 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.
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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:

Mitch Wagner, Intergovernmental Branch Manager
Maricopa County Department of Transportation
2901 W Durango Street
Phoenix, Arizona 85009
Telephone: (602) 506-5858
Email: mitch.wagner@maricopa.gov

If intended for PHOENIX:

Jesús 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

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 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.

Notice sent by email shall also be sent by regular 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.

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9. Summary of Exhibits.

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

Exhibit A
Federal Grant Pass-Thru Agreement Detail Summary

Exhibit B
Federal Grant Reimbursement Form

Exhibit C
Required Reports

Exhibit D
Required Federal Provisions

Exhibit E
Partial List of Applicable Laws

Exhibit F
Required Local Provisions

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

CITY OF PHOENIX

Jeff Barton, City Manager

By______________________________

Jesús 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

MARICOPA COUNTY

By ___________________________________

Printed Name: _________________________

Title: _________________________________
APPROVED AS TO FORM:

_______________________________________
Attorney for MARICOPA COUNTY

APPROVED BY ____________________________________ BY FORMAL ACTION

ON ____________________________.
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Jennifer Toth
Director

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 MARICOPA COUNTY

______

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EXHIBIT A

FEDERAL GRANT PASS THRU AGREEMENT

FAIN NUMBER: AZ-2021-049

CFDA NUMBER: 20.507
GRANT RECIPIENT: CITY OF PHOENIX

GRANT SUBRECIPIENT’S NAME: MARIOCPA COUNTY
GRANT SUBRECIPIENT’S ADDRESS:

2901 W Durango Street
Phoenix, Arizona 85009

GRANT SUBRECIPIENT’S DUNS NUMBER: 050391270
TOTAL ELIGIBLE PROJECT COST for federal
grant purposes (TEPC):
$175,000.00
• Federal Share of TEPC:
$140,000.00
• Local Share/Match of TEPC:
$35,000.00

PROJECT(S) DESCRIPTION:
ALI Code: Project(s) Description:
Local:
Federal:
Total:
11.92.02
Associated Transit Improvements
$35,000.00 $140,000.00 $175,000.00

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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
NUMBER

REQUEST NO.

REPORTING PERIOD (Dates)

FROM:

TO:

TOTAL
LOCAL MATCH FTA SHARE
TOTAL ELIGIBLE PROJECT COSTS
$ -
$ - $ -

TOTAL PREVIOUS PAYMENTS

$ -
$ - $ -

CURRENT REIMBURSEMENT REQUESTED
$ -
$ - $ -

REMAINING FUNDING

$ -
$ - $ -

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
PHOENIX
DBE participation, utilization, annual goal
setting, progress, and information reports
Grant Status Report Quarterly
Status of each project by grant number
NTD Report – Close
Out Letter
Annually
Copy for information only
Fixed Assets Status
Report
Annually
Inventory of all FTA funded assets
Single Audit Report
Annually
Copy of federally required audit
Title VI Annual
Report
Annually
Subrecipient to provide all Title VI
complaints and related information
annually
Drug and Alcohol
Reports
Annually
FTA drug and alcohol testing
Contract Change
Orders Above
$100,000
Quarterly
Subrecipient to provide list of any
federally funded contract change orders
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
Inventory Form
Reimbursements
with vehicles
Provide a vehicle record inventory form
for each vehicle purchased with FTA
funds
Capital Asset
Purchase Form
Reimbursements
with capital asset
Provide a capital asset purchase form for
each capital asset purchased with FTA
funds
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Staff Time
Documentation
Reimbursements
with staff time
All reimbursements for staff time must
include verification of all hours billed,
including copies of all applicable
timecards or other time reporting
documentation
5310 FTA Grants
Grant Performance
Information
Annually or as
required by FTA
Evaluation of Grant Accomplishments

The reports and required submissions listed 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

1.
SUBRECIPIENT shall permit the authorized representatives of PHOENIX, the
United Stated Department of Transportation, and the Controller General of the
United States to inspect and audit all 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.

2.
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.

3.
SUBRECIPIENT shall fully comply with the Disadvantaged Business Enterprise
(“DBE”) Regulations of the U.S. Department of Transportation (“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.

4.
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 (hereinafter "Laws") applicable to: (a) this
Agreement; (b) the services provided pursuant to this Agreement; and (c)
PHOENIX, as the designated recipient of FTA funding. The Laws referred to
above include federal, state, and local laws, and include those items set forth in
Exhibit D.

5.
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-
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agreements and incorporated into this Agreement by reference. SUBRECIPIENT
is solely responsible for complying with all the terms and conditions of the Master
Grant Agreement and any subsequent revisions.

6.
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.

7.
SUBRECIPIENT shall fully comply with Equal Employment Opportunity (“EEO”)
regulations of the U.S. Department of Transportation (“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.
8.
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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C.
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.

D.
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

A.
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 (hereinafter referred
to as the “Act”) 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, “Non-Discrimination in Federally-Assisted Programs of the
Department of Transportation - Effectuation of Title VI of the Civil Rights Act of
1964” (hereinafter referred to as the “Regulations”) and other pertinent
directives to the end that—in accordance with the Act, Regulations, and other
pertinent directives—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 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 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, “Non-Discrimination 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 5312

of Title 49, United States Code chapter 53, the assurance shall obligate

SUBRECIPIENT to make selection of the trainee or fellow without regard

to race, color, sex, or national origin.

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3.
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.

4.
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.

5.
This assurance obligates SUBRECIPIENT for the period during which

federal financial assistance is extended to the project(s).

6.
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 or pursuant to 49 U.S.C. chapter 53, the Regulations, and this

assurance.

7.
SUBRECIPIENT agrees that PHOENIX has a right to seek judicial

enforcement with regard to any matter arising under 49 U.S.C. chapter 53,

the Regulations, and this assurance.

B.
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 Regulations relative to
nondiscrimination in federally assisted programs of the Department of
Transportation (“DOT”), 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 incorporated herein by this reference and
made a part of this Agreement.

2.
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.

EXHIBIT E, Page 2

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3.
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 Regulations
relative to non-discrimination on the grounds of race, color, sex, or
national origin.

4.
SUBRECIPIENT shall provide all information and reports required by the

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 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.

5.
In the event of SUBRECIPIENT’s noncompliance with the non-
discrimination provisions of this Agreement, PHOENIX shall impose such
contract sanctions as it or FTA may determine to be appropriate,
including, but not limited to: (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.

6.
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.

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7.
SUBRECIPIENT shall include the FTA provisions included in paragraphs
1 through 5 of Section B in every subcontract, including procurement of
materials and leases of equipment, unless exempt by the Regulations or
directives issued pursuant thereto. 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; provided, however, that, in the event SUBRECIPIENT
becomes involved in, or is threatened by litigation with a subcontractor or
supplier as a result of such direction, 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.

8.
SUBRECIPIENT specifically avows that, where applicable, it is and will

provide fair and equitable labor protective arrangements, as reflected in 49

U.S.C. 5333(b), otherwise known as 13(c).

9.
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) of 49 U.S.C. chapter 53
• Section 5323(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.
• 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.
• Title VII of the Civil Rights Act of 1964, 42 U.S.C. 2000e, which
prohibits—among other things—discrimination in employment.

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• 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 (Disadvantaged Business Enterprise/ Women's Business
Enterprise), Relocation and Land Acquisition and Nondiscrimination on
the basis of disability, respectively.
• 46 CFR Part 381 regulations promulgated by the Maritime
Administration governing cargo preference requirements.
• 36 CFR Part 800 regulations promulgated by the Advisory Council on
Historic Preservation.
• 31 CFR part 205 regulations promulgated by the Department of the
Treasury governing letter of credit.
• 40 CFR Part 15 regulations promulgated by the Environmental
Protection Agency pertaining to administration of clean air and water
pollution requirements.
• 29 CFR Parts 5 and 215 regulations promulgated by the Department of
Labor pertaining to construction labor and transit employee
protections.

C.
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 in the USDOT and published in the Federal Register

as of February 14, 1994 and any subsequent changes thereto.

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EXHIBIT F

Required Local Provisions
1.
Assignability; Successors and Assigns. This Agreement and any rights or
obligations hereunder shall not be transferred or assigned, in whole or in part, by
SUBRECIPIENT without the prior written consent of PHOENIX. Any attempt to
assign without such prior written consent shall be void.
2.
Employment and Organization Disclaimer. This Agreement is not intended to and
will not constitute, create, give rise to, or otherwise recognize a joint venture,
partnership, or formal business association or organization of any kind as
existing between the PARTIES, and the rights and the obligations of the
PARTIES shall be only those expressly set forth herein. Neither PARTY (nor any
employee of either PARTY) is the agent of the other PARTY or otherwise
authorized to act on behalf of the other PARTY for any purpose. SUBRECIPIENT
shall be liable to PHOENIX for any financial liability arising from any finding to the
contrary by any forum of competent jurisdiction.
3.
Entire Agreement; Modification (No Oral Modification). This Agreement and any
Exhibits, Attachments, or Schedules attached hereto constitute the full and
complete understanding and agreement of the PARTIES. This Agreement
supersedes and replaces any and all previous representations, understandings,
and agreements, written or oral, relating to its subject matter. There shall be no
oral alteration or modification of this Agreement; this Agreement and its terms,
may not be modified or changed except in writing signed by both PARTIES.
4.
Invalidity of Any Provisions. This Agreement shall remain in full force and effect
even if one or more of its terms or provisions have been held to be invalid or
unenforceable. Such a holding shall result in the offending term or provision
being ineffective to the extent of its invalidity or unenforceability without
invalidating the remaining terms and provisions hereof. This Agreement shall
thereafter be construed as though the invalid or unenforceable term or provision
were not contained herein.
5.
Applicable Law and Litigation. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Arizona. Any and all
litigation between the PARTIES arising from this Agreement shall be litigated
solely in the appropriate state court located in Maricopa County, Arizona.
6.
Inspection and Audit. The provisions of A.R.S. Section 35-214 shall apply to this
Agreement. PHOENIX shall perform the inspection and audit function specified
therein.
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7.
Compliance with Laws and Permits. SUBRECIPIENT shall comply with all
applicable laws, ordinances, regulations and codes of federal, state and local
governments. Further, SUBRECIPIENT shall be solely responsible for obtaining
all approvals and permits necessary to perform the work called for under this
Agreement.
8.
Non-waiver. Should PHOENIX fail or delay in exercising or enforcing any right,
power, privilege or remedy under this Agreement such failure or delay shall not
be deemed a waiver, release or modification of the requirements of this
Agreement or of any of the terms or provisions thereof.
9.
Labor Protective Provisions. SUBRECIPIENT shall fully cooperate with
PHOENIX in meeting the legal requirements of the labor protective provisions of
Section 5333(b) of Title 49 U.S. Code (formerly Section 13(c) of the Federal
Transit Act of 1964, 49 U.S.C. 1609) 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.
10.
Contract Cancellation. The PARTIES acknowledge that this Agreement is subject
to cancellation by PHOENIX, or cancellation by SUBRECIPIENT if it is a
government entity, pursuant to the provisions of ARIZ. REV. STAT. Section 38-511.
11.
Legal Worker Requirements. PHOENIX is prohibited by A.R.S. Section 41-4401
from awarding a contract (agreement) to any SUBECIPIENT who fails, or whose
contractors fail, to comply with A.R.S. Section 23-214(A). Therefore,
SUBRECIPIENT agrees that:
A. SUBRECIPIENT and each contractor it uses warrants their compliance with
all federal immigration laws and regulations that relate to their employees and
their compliance with A.R.S. Section 23-214(A).

B. A breach of warranty under paragraph A will be deemed a material breach of
the Agreement that is subject to penalties up to and including termination of
the Agreement.

C. PHOENIX retains the legal right to inspect the papers of SUBRECIPIENT or
any contractor employee who works on the Agreement to ensure that the
SUBRECIPIENT or any contractor is complying with the warranty under
paragraph A.

EXHIBIT F, Page 2
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