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HomeMy WebLinkAboutAGREEMENT FOR TRANSIT OPERATING ASSISTANCE BETWEEN DOT AND ARC GEORGIA AGREEMENT FOR TRANSIT OPERATING ASSISTANCE BETWEEN DEPARTMENT OF TRANSPORTATION STATE OF GEORGIA AND AUGUSTA- RICHMOND COUNTY, GEORGIA THIS AGREEMENT is made and entered into this 3 day of D v1e\n.o,r•• , Late by and between the DEPARTMENT OF TRANSPORTATION, an agency of the State of Georgia, hereinafter called the "DEPARTMENT ", and AUGUSTA - RICHMOND COUNTY, GEORGIA, hereinafter called the "SPONSOR ", hereinafter sometimes collectively referred to as the "parties ". WHEREAS, 49 U.S.C. Section 5311, provides for transit operating assistance for public transportation services to non - urbanized areas; and WHEREAS, in a letter to the Federal Transit Administration ( "FTA "), and the Federal Highway Administration, ( "FHWA "), dated January 24, 1979, the Governor, designated the DEPARTMENT as the recipient agency for Section 5311 funding; and WHEREAS, the SPONSOR has stated that transit operating assistance is needed for transportation services in its non - urbanized area and it would, therefore, perform certain of the duties and provide resources in order to receive said Section 5311 Funds of the Federal Transit Act; and WHEREAS, in reliance on said SPONSOR the DEPARTMENT has applied to FTA for said Section 5311 funds and in so doing states that the required duties would be discharged pursuant to a written contract between the parties; and WHEREAS, under Section 32 -9 -2 of the Official Code of Georgia Annotated, the DEPARTMENT is authorized to participate in such an undertaking. r NOW THEREFORE, for and in consideration of the mutual promises and covenants made, it is agreed by and between the DEPARTMENT and the SPONSOR that: ARTICLE I SCOPE AND PROCEDURE This Agreement covers the obligations of the DEPARTMENT and the SPONSOR in connection with the FTA'S granting Section 5311 funds to the DEPARTMENT for operating assistance for public transportation in the Augusta - Richmond County, Georgia area, the terms and conditions of said funding as agreed to in the Application for funding, marked as Section 5311 Application, herein referred to as PROJECT APPLICATION, on file at the DEPARTMENT and incorporated by reference as if fully set out herein. (a) The SPONSOR agrees to comply with all the terms and conditions required by FTA under the PROJECT APPLICATION. (b) The SPONSOR shall use the funds provided by the DEPARTMENT to operate a public transportation service in the Augusta - Richmond County, Georgia area and the SPONSOR agrees to provide from local funding sources, excluding all available federal funds, funds to pay its local matching share of the cost of operating a public transportation service for the period of this Agreement. However, the SPONSOR may provide in -kind services for any or all of its share of the operating costs. (c) The SPONSOR agrees that it, or any operator of public transportation on its behalf, will not engage in school bus operations, exclusively for the transportation of students or school personnel, in competition with private school bus operators, except as provided under Section 3(g) of the Federal Transit Act, and published in FTA regulations on school bus operations. (d) The SPONSOR agrees that it, or any operator of public transportation acting on its behalf, will not engage in charter bus operations outside the area within which it provides regularly scheduled public transportation services, except as provided under Section 3(f) of the Federal Transit Act, and published in FTA regulations on charter bus operations. (e) The SPONSOR and any mass transportation operator under it will conform to the reporting system in FEDERAL ACQUISITION REGULATIONS, SUBPART 31.6. (f) The SPONSOR will make all purchases under this Agreement through competitive bidding in accordance with the DEPARTMENT's established procedure. (g) The SPONSOR shall prohibit its employees from using their positions for a purpose that is or gives the appearance of being motivated by a desire for private gain, for 2 1 NOW THEREFORE, for and in consideration of the mutual promises and covenants made, it is agreed by and between the DEPARTMENT and the SPONSOR that: ARTICLE I SCOPE AND PROCEDURE This Agreement covers the obligations of the DEPARTMENT and the SPONSOR in connection with the FTA'S granting Section 5311 funds to the DEPARTMENT for operating assistance for public transportation in the Augusta - Richmond County, Georgia area, the terms and conditions of said funding as agreed to in the Application for funding, marked as Section 5311 Application, herein referred to as PROJECT APPLICATION, on file at the DEPARTMENT and incorporated by reference as if fully set out herein. (a) The SPONSOR agrees to comply with all the terms and conditions required by FTA under the PROJECT APPLICATION. (b) The SPONSOR shall use the funds provided by the DEPARTMENT to operate a public transportation service in the Augusta - Richmond County, Georgia area and the SPONSOR agrees to provide from local funding sources, excluding all available federal funds, funds to pay its local matching share of the cost of operating a public transportation service for the period of this Agreement. However, the SPONSOR may provide in -kind services for any or all of its share of the operating costs. (c) The SPONSOR agrees that it, or any operator of public transportation on its behalf, will not engage in school bus operations, exclusively for the transportation of students or school personnel, in competition with private school bus operators, except as provided under Section 3(g) of the Federal Transit Act, and published in FTA regulations on school bus operations. (d) The SPONSOR agrees that it, or any operator of public transportation acting on its behalf, will not engage in charter bus operations outside the area within which it provides regularly scheduled public transportation services, except as provided under Section 3(f) of the Federal Transit Act, and published in FTA regulations on charter bus operations. (e) The SPONSOR and any mass transportation operator under it will conform to the reporting system in FEDERAL ACQUISITION REGULATIONS, SUBPART 31.6. (f) The SPONSOR will make all purchases under this Agreement through competitive bidding in accordance with the DEPARTMENT's established procedure. (g) The SPONSOR shall prohibit its employees from using their positions for a purpose that is or gives the appearance of being motivated by a desire for private gain, for 2 1 , themselves or others, particularly, those with whom they have family, business, or other ties. (h) The SPONSOR shall comply with all relevant Federal and State laws and regulations relating to the Section 5311 Program, as well as those regulations and requirements included in the Federal Office of Management Circular A -87, FTA Circular 9040.1B relating to private sector participation guidelines, and those applicable provisions of the Hatch Act. (i) The SPONSOR shall keep accurate records in a manner approved by the DEPARTMENT, and shall submit to the DEPARTMENT, upon request, such information as is required in order to assure compliance. ARTICLE II COVENANT AGAINST CONTINGENT FEES The SPONSOR shall comply with all relevant Federal, State, and Local laws. The SPONSOR warrants it has not employed or retained any company or person, other than a bona fide employee working solely for the SPONSOR to solicit or secure this Contract, and it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the SPONSOR, any fee, commission, percentage, brokerage fee, gifts, or any other consideration, contingent upon or resulting from the award or making of this Contract. For breach or violation of this warranty, the DEPARTMENT shall have the right to annul this Contract without liability or at its discretion to deduct from the Contract price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. ARTICLE III AUTHORIZATION AND APPROVAL It is understood and agreed by the parties to this Agreement, that the SPONSOR shall satisfy the terms of this Agreement commencing upon the beginning of the operating period and continuing until the end of the operating period as defined in the EXHIBIT A. The work shall be carried on expeditiously and in general accordance with the scope and procedure with recognition that unforeseen events may make necessary some minor variations. It is understood and agreed this Agreement is contingent upon FTA approval of the funding assistance and distribution as described in EXHIBIT A for this project. 3 1 ARTICLE IV RESPONSIBILITY FOR CLAIMS AND LIABILITY The SPONSOR shall be responsible for any and all damages to property or persons and shall save harmless the DEPARTMENT, its officers, agents, and employees, from all suits, claims, actions, or damages of any nature whatsoever resulting from the negligence of the SPONSOR in the performance of work under this Agreement. Further, the SPONSOR agrees to hold harmless the DEPARTMENT from suits, claims, actions, or damages of any nature whatsoever by any person, firm, corporation, or governmental body resulting from negligence in the installation and operation of equipment or material purchased by the SPONSOR in whole or in part with funds received under this Agreement or from the operation of equipment and materials already owned by the SPONSOR. ARTICLE V COMPENSATION It is understood and agreed that the total estimated eligible net project cost, the difference between eligible operating expenses and eligible revenues and defined in FTA Circular 9040.1E, for the provisions of operating assistance by the DEPARTMENT as shown in EXHIBIT A, as attached hereto and made a part of this Agreement as if fully set out, is ONE HUNDRED EIGHTY -TWO THOUSAND EIGHT HUNDRED FIFTY -EIGHT AND 00 /100 Dollars ($182,858.00). For the purposes of the DEPARTMENT'S participation in the costs by the SPONSOR, it is agreed that the DEPARTMENTS maximum obligation for the SPONSOR'S operating assistance program shall be NINETY -ONE THOUSAND FOUR HUNDRED TWENTY -NINE AND 00 /100 Dollars ($91,429.00) which includes the administrative and operating costs, as established in EXHIBIT A. If the total estimated eligible net project cost of the SPONSOR'S public transportation service, for the operating period beginning July 1, 2010 and ending June 30, 2011, as reflected in the final audit, is less than ONE HUNDRED EIGHTY -TWO THOUSAND EIGHT HUNDRED FIFTY -EIGHT AND 00 /100 Dollars ($182,858.00), then the DEPARTMENT shall be required to pay only fifty percent (50 %) of the total incurred direct administrative and operating costs. The DEPARTMENT shall be responsible for the maximum obligation of NINETY -ONE THOUSAND FOUR HUNDRED TWENTY -NINE AND 00 /100 Dollars ($91,429.00), which includes the administrative and operating costs as established in EXHIBIT A. 4 It is further understood and agreed that any line item budget estimate shown in PROJECT APPLICATION may be increased or decreased without the execution of a Supplemental Agreement, provided that the DEPARTMENT'S total maximum obligation under this agreement is not changed, if said change is requested in writing by the SPONSOR and approved in writing by the DEPARTMENT. ARTICLE VI SUBSTANTIAL CHANGES If, prior to the satisfactory completion of the PROJECT under this Agreement, the DEPARTMENT materially alters the scope, character, complexity or duration of the PROJECT from those required under the Agreement, a Supplemental Agreement may be executed between the parties. Minor changes in the work which do not involve increased compensation, extensions of time or changes in the goals and objectives of the work may be made by written notification of such change by either the DEPARTMENT or the SPONSOR with written approval by the other party. ARTICLE VII SUB - CONTRACTING OF SERVICE The SPONSOR agrees it will not engage, sub - contract or otherwise pass through funding authorized by this Agreement to any operator of public transportation services without the specific written consent of the DEPARTMENT. Such Agreement shall be a written Contract between the SPONSOR and the operator and be approved as to form and content by the DEPARTMENT. ARTICLE VIII PAYMENTS A. PARTIAL PAYMENT: The SPONSOR shall submit to the DEPARTMENT monthly statements of the operating costs incurred during the period of this Agreement. Upon submission by the SPONSOR, and based upon its review and approval of said monthly statements by the DEPARTMENT, payments will be made less any previous payments made or 5 in the process of payment. It is agreed that under no circumstances will the DEPARTMENT be responsible or obligated to pay to the SPONSOR more than the amounts specified in Article V, Compensation, for the operating period covered under this Agreement. The SPONSOR further expressly agrees that the DEPARTMENT may set -off against the partial payment provided hereunder, an amount equal to that amount which has been identified by either state or federal audit as an unallowable expenditure in any contract between the SPONSOR and the DEPARTMENT on which payments have been made, subject to final audit. B. FINAL PAYMENT: IT IS AGREED that the SPONSOR shall submit to the DEPARTMENT an audited final statement of operating costs incurred for the period July 1, 2010 to June 30, 2011, such period constituting the operating period covered under this Agreement. Billings shall be submitted not less than 90 days after the end of the operating period. Said statements shall reflect all eligible operating costs incurred for the SPONSOR'S public transportation services. The audit of the final statement shall be performed by an independent auditor or audit firm and shall conform to OMB CIRCULAR A -133. The DEPARTMENT, at its discretion, may accept the independent audit or conduct its own audit of operating costs. If any costs covered under the terms of this Agreement are disallowed by either the DEPARTMENT or FTA, the SPONSOR, and not the DEPARTMENT or FTA shall be responsible for such disallowed costs. Upon approval of the final statement by the DEPARTMENT, the DEPARTMENT will pay a sum equal to one hundred percent (100 %) of the remaining balance compensation it owes the SPONSOR. The SPONSOR agrees that the acceptance of this final payment shall be in full settlement of all terms stated under this Agreement and shall release the DEPARTMENT from any and all other claims of whatever nature whether known or unknown, for and on account of said Agreement. If a final audit statement is not received by the DEPARTMENT by ninety days from the contract expiration date, the DEPARTMENT may at its discretion consider the last invoice submitted by the SPONSOR as the final invoice and may proceed with final close out proceedings. In completing the final close out, the DEPARTMENT may set -off against any remaining balance in any contract between the DEPARTMENT and SPONSOR an amount 6 ' r equal to the unallowable expenditure as provided for herein, under Partial Payment. Upon transmission of the audit certification, from the DEPARTMENT to the SPONSOR, this Agreement will be considered closed and all terms satisfied, provided, however this does not relieve the SPONSOR from the responsibility of submitting to the DEPARTMENT a final audit report. ARTICLE IX MAINTENANCE OF COST RECORDS The SPONSOR shall maintain all books, documents, papers, accounting records and other evidence pertaining to costs incurred by the SPONSOR in operating the SPONSOR'S Public Transportation Services for the period July 1, 2010 to June 30, 2011 and shall make such material available at all reasonable times during the period of this Agreement, and for three (3) years from the date of the final payment under this Agreement, for the inspection by the DEPARTMENT and FTA, and copies shall be furnished if requested. ARTICLE X CONTRACT DISPUTES This Agreement shall be deemed to have been executed in Fulton County, Georgia, and all questions of interpretation and construction shall be governed by the Laws of the State of Georgia. ARTICLE XI TERMINATION The Department reserves the right to terminate this Agreement at any time upon thirty (30) days written notice to the SPONSOR notwithstanding any just claims by the SPONSOR. ARTICLE XII COMPLIANCE WITH APPLICABLE LAWS A. The undersigned certify that the-provisions-of-Se ctions 45 -10 -20 through 45 -10 -28 of the Official Code of Georgia Annotated, relating to Conflict of Interest, have been complied with in full. B. IT IS FURTHER AGREED that the SPONSOR shall comply and shall require its subcontractors to comply with requirements in EXHIBIT B, CERTIFICATION OF SPONSOR, COMPLIANCE WITH STATE AUDIT REQUIREMENT attached hereto and made a part of this Agreement as if fully set out herein. 7 , C. IT IS FURTHER CERTIFIED that the provisions of Section 50 -24 -1 through 50 -24 -6 of the Official Code of Georgia Annotated, relating to the "DRUG -FREE WORKPLACE Act" have been complied with in full, as stated in EXHIBIT C of this Agreement. D. IT IS FURTHER AGREED that the SPONSOR shall comply and shall require its subcontractors to comply with requirements in GEORGIA DEPARTMENT OF TRANSPORTATION, TERMS AND CONDITIONS, United States of America Department of Transportation Federal Transit Administration, Master Agreement, located at www.fta.dot.gov /documents /16- Master.pdf , incorporated by reference and made a part of this Agreement as if fully set out herein. E. It is further agreed that the SPONSOR shall comply with the provisions of Section 16 -10 -6 of the Official Code of Georgia Annotated relating to elected officers of a political subdivision who sell any personal property to political subdivisions of which they are officers. The covenants herein contained shall except as otherwise provided accrue to the benefit of and be binding upon the successors and assigns of the parties hereto. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 8 IN WITNESS WHEREOF, said parties have hereunto set their hands and affixed their seals the day and year above first written. DEPARTMENT OF TRANSPORTATION BY: AUGUSTA - RICHMOND COUNTY, GEORGIA ommissioner (SEAL) Ap Y: (SEAL) OF TR �� 4674 %Vt. 9) .• 4) IN THE PRESENCE OF Treasurer''' r ,� �� X1 p ri it ess / Sworn and subscribed to me this cUay of , 20 /D . In the presence of: r�� 8 • • Arlo d o Notary "lic ( g, t1 4 114 ow FEDERAL EMPLOYER IDENTIFICATION NUMBER: 0 Y2VY ' 9 EXHIBIT A BUDGET ESTIMATE TRANSIT OPERATING ASSISTANCE FOR AUGUSTA - RICHMOND COUNTY, GEORGIA FOR PERIOD JULY 1, 2010 TO JUNE 30, 2011 TOTAL FTA LOCAL SECTION 5311 NET OPERATING DEFICIT: ADMINISTRATIVE AND $182,858.00 $91,429.00 $91,429.00 OPERATING COSTS (Note 1) TOTAL BUDGET $182,858.00 $91,429.00 $91,429.00 Note 1 - (Administrative and Operating) 50% Federal; 50% Local PROJECT NUMBER: T003513 GRANT NUMBER: GA -18 -4031 to EXHIBIT B CERTIFICATION OF SPONSOR COMPLIANCE WITH STATE AUDIT REQUIREMENT I hereby certify that I am a principal and duly authorized representative of . t•. 1 •, whose address is �3o C�c ( 04-4 , and it is also certified th t: '' ').��'iS cx' 3©910 ► 0, 1 � C �� c -- ► `` � ., O W,ro on The provisions of Section 36 -81 -7 of the Official Code of Georgia "Requirement of Audits" shall be complied with throughout the contract period in full such that: (a) Each unit of local government having a population in excess of 1,500 persons or expenditures of $175,000.00 or more shall provide for and cause to be made an annual audit of the financial affairs and transactions of all funds and activities of the local government for each fiscal year of the local government. (b) The governing authority of each local unit of government not included above shall provide for and cause to be made the audit required not less often than once every two fiscal years. (c) The governing authority of each local unit of government having expenditures of less than $175,000.00 in that government's most recently ended fiscal year may elect to provide for and cause to be made, in lieu of the biennial audit, an annual report of agreed upon procedures for that fiscal year. (d) A copy of the report and any comments made by the state auditor shall be maintained as a public record for public inspection during the regular working hours at the principal office of the local government. Those units of local government not having a principal office shall provide a notification to the public as to the location of and times during which the public may inspect the report. (e) The audits of each local government shall be conducted in accordance with the generally accepted government auditing standards. Date Signa ure 7 / 2 //n EXHIBIT C CERTIFICATION OF SPONSOR DRUG-FREE WORKPLACE I hereby c e r t i f y that I a m a principal a n d duly authorized representative of k J G l whose address is 5 �r moo, c » - , and it is also certi that: � • o 'JOc\ Sa- ' �. C'ti¢,� WA L�q 01\30 OLS (1) The provisions of Section 50 -24 -1 through 50 -24 -6 of the Official Code of Georgia Annotated, relating to the "Drug -Free Workplace Act" have been complied with in full; and (2) A drug -free workplace will be provided for the Sponsor's employees during the performance of the contract; and (3) Each subcontractor hired by the Sponsor shall be required to ensure that the subcontractor's employees are provided a drug -free workplace. The Sponsor shall secure from that subcontractor the following written certification: "As part of the subcontracting agreement with the Sponsor, certifies to the Sponsor that a drug -free workplace will be provided for the subcontractor's employees during the performance of this contract pursuant to paragraph (7) of subsection (b) of the Official Code of Georgia Annotated Section 50- 24 -3 "; and (4) It is certified that the undersigned will not engage in unlawful manufacture, sale, distribution, dispensation, possession, or use of a controlled substance or marijuana during the performance of the contract. 7 / ( v Date 404 Signature 7 /22 /Jv ` APPENDIX A CERTIFICATION OF SPONSOR I hereby certi that I am the lb& .. ,, and duly authorized representative of the firm - l a _A% • +' • ■ ■ -a ■ ‘' Ill ' • 1k •46 % ( k "� address is _ _ _.. Tai. „ . I hereby certify to the best of my knowledge and belief that: 1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or any employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan or cooperative agreement. 2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form -LLL, 'Disclosure Form to 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 into. 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 $10,000.00 and not more than $100,000.00 for each such failure. The prospective participant also agrees by submitting its bid the participant shall require that the language of this certification will be included in all lower tier subcontracts which exceed $10,000.00 and that all such sub- recipients shall certify and disclose accordingly. I also certify that neither I nor the above firm I here represent has: (a) employed or retained for a commission, percentage, brokerage contingent fee, or other consideration, any firm or person (other than a bona fide employee working solely for me or the above Sponsor) to solicit or secure this agreement. (b) agreed, as an express or implied condition for obtaining this contract, to employ or retain the services of any firm or person in connection with carrying out the Agreement, or (c) paid or agreed to pay, to any firm, organization or person (other than a bona fide employee working solely for me or the above Sponsor) any fee, contribution, donation, or consideration of any kind for, or in connection with, procuring or carrying out the agreement; except as here expressly stated (if any): I acknowledge that this certificate is to be furnished to the Department of Transportation and the Federal Transit Administration, U.S. Department of Transportation, in connection with this Agreement involving participation of Federal -aid Transit funds, and is subject to applicable State and Federal laws, both criminal and civil. /24 /061 C9 4. /---- Date 40411 Signature 7/)2 /(D APPENDIX D LOWER TIER CONTRACTOR CERTIFICATION REGARDING DISBARMENT, SUSPENSION, AND OTHER RESPONSIBILITY MATTERS I largb ce . t rat I am the Mo ©r- and dul authorized representativ of 9 . : Qom- ,t addres %is -- . , , . 1 � 'iv. , •' d I ce a ave read a . und= stand the attached instructions and that to the best c m . owle s : an. belief the firm and its representatives: (a) Are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from covered transactions by the Georgia Department of Transportation and by any Federal department or agency; (b) I acknowledge that this certification is provided pursuant to Executive Order 12549 and 49 CFR Part 29 and that this firm agrees to abide by the rules and conditions set forth therein for any misrepresentation that would render this certification erroneous, including termination of this Agreement and other remedies available to the Georgia Department of Transportation and Federal Government. (c) I further acknowledge that this certificate is to be furnished to the Georgia Department of Transportation, in connection with the Prime Contractor Agreement involving the participation of Federal -Aid Transit Funds, and is subject to applicable State and Federal laws, both criminal and civil. 1 l74 (to C.-"Q ( SEAL ) Date Signature 7/22 //