**UNITED STATES OF AMERICA**

**DEPARTMENT OF TRANSPORTATION**

**FEDERAL TRANSIT ADMINISTRATION**

**MASTER AGREEMENT**

**For Federal Transit Administration Agreements authorized by**

**49 U.S.C. chapter 53, Title 23, United States Code (Highways),**

**the National Capital Transportation Act of 1969, as amended,**

**the Safe, Accountable, Flexible, Efficient Transportation Equity Act:
A Legacy for Users,** **the Transportation Equity Act for the 21^st^
Century, as amended,**

**or other Federal laws that FTA administers.**

**FTA MA(12)**

**October 1, 2005**

<http://www.fta.dot.gov/16874_16882_ENG_HTML.htm>

+-------+---+----------------------------------------------------------+---+
| **    |   |                                                          |   |
| TABLE |   |                                                          |   |
| OF    |   |                                                          |   |
| CONTE |   |                                                          |   |
| NTS** |   |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       |   |                                                          |   |
+-------+---+----------------------------------------------------------+---+
| **Se  | * |                                                          | 8 |
| ction | * |                                                          |   |
| 1.**  | D |                                                          |   |
|       | e |                                                          |   |
|       | f |                                                          |   |
|       | i |                                                          |   |
|       | n |                                                          |   |
|       | i |                                                          |   |
|       | t |                                                          |   |
|       | i |                                                          |   |
|       | o |                                                          |   |
|       | n |                                                          |   |
|       | s |                                                          |   |
|       | . |                                                          |   |
|       | * |                                                          |   |
|       | * |                                                          |   |
+-------+---+----------------------------------------------------------+---+
| **Se  | * |                                                          | 1 |
| ction | * |                                                          | 1 |
| 2.**  | P |                                                          |   |
|       | r |                                                          |   |
|       | o |                                                          |   |
|       | j |                                                          |   |
|       | e |                                                          |   |
|       | c |                                                          |   |
|       | t |                                                          |   |
|       | I |                                                          |   |
|       | m |                                                          |   |
|       | p |                                                          |   |
|       | l |                                                          |   |
|       | e |                                                          |   |
|       | m |                                                          |   |
|       | e |                                                          |   |
|       | n |                                                          |   |
|       | t |                                                          |   |
|       | a |                                                          |   |
|       | t |                                                          |   |
|       | i |                                                          |   |
|       | o |                                                          |   |
|       | n |                                                          |   |
|       | . |                                                          |   |
|       | * |                                                          |   |
|       | * |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | a | General.                                                 | 1 |
|       | \ |                                                          | 1 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | b | U.S. DOT Administrative Requirements.                    | 1 |
|       | \ |                                                          | 2 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | c | Application of Federal, State, and Local Laws,           | 1 |
|       | \ | Regulations, and Directives.                             | 2 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | d | Recipient\'s Primary Responsibility to Comply with       | 1 |
|       | \ | Federal Requirements.                                    | 3 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | e | Recipient\'s Responsibility to Extend Federal            | 1 |
|       | \ | Requirements to Other Entities.                          | 4 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | f | No Federal Government Obligations to Third Parties.      | 1 |
|       | \ |                                                          | 5 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | g | Changes in Project Performance (*i.e*., Disputes,        | 1 |
|       | \ | Breaches, Defaults, or Litigation).                      | 5 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
| **Se  | * |                                                          | 1 |
| ction | * |                                                          | 5 |
| 3.**  | E |                                                          |   |
|       | t |                                                          |   |
|       | h |                                                          |   |
|       | i |                                                          |   |
|       | c |                                                          |   |
|       | s |                                                          |   |
|       | . |                                                          |   |
|       | * |                                                          |   |
|       | * |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | a | Code of Ethics.                                          | 1 |
|       | \ |                                                          | 5 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | b | Debarment and Suspension.                                | 1 |
|       | \ |                                                          | 6 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | c | Bonus or Commission.                                     | 1 |
|       | \ |                                                          | 6 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | d | Lobbying Restrictions.                                   | 1 |
|       | \ |                                                          | 6 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | e | Employee Political Activity.                             | 1 |
|       | \ |                                                          | 7 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | f | False or Fraudulent Statements or Claims.                | 1 |
|       | \ |                                                          | 7 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
| **Se  | * |                                                          | 1 |
| ction | * |                                                          | 7 |
| 4.**  | F |                                                          |   |
|       | e |                                                          |   |
|       | d |                                                          |   |
|       | e |                                                          |   |
|       | r |                                                          |   |
|       | a |                                                          |   |
|       | l |                                                          |   |
|       | A |                                                          |   |
|       | s |                                                          |   |
|       | s |                                                          |   |
|       | i |                                                          |   |
|       | s |                                                          |   |
|       | t |                                                          |   |
|       | a |                                                          |   |
|       | n |                                                          |   |
|       | c |                                                          |   |
|       | e |                                                          |   |
|       | . |                                                          |   |
|       | * |                                                          |   |
|       | * |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | a | \"Net Project Cost.\"                                    | 1 |
|       | \ |                                                          | 8 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | b | Other Basis for FTA Participation.                       | 1 |
|       | \ |                                                          | 8 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
| **Se  | * |                                                          | 1 |
| ction | * |                                                          | 8 |
| 5.**  | L |                                                          |   |
|       | o |                                                          |   |
|       | c |                                                          |   |
|       | a |                                                          |   |
|       | l |                                                          |   |
|       | S |                                                          |   |
|       | h |                                                          |   |
|       | a |                                                          |   |
|       | r |                                                          |   |
|       | e |                                                          |   |
|       | . |                                                          |   |
|       | * |                                                          |   |
|       | * |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | a | Restrictions on the Source of the Local Share.           | 1 |
|       | \ |                                                          | 8 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | b | Duty to Obtain the Local Share.                          | 1 |
|       | \ |                                                          | 8 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | c | Prompt Payment of the Local Share.                       | 1 |
|       | \ |                                                          | 8 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | d | Reduction of the Local Share.                            | 1 |
|       | \ |                                                          | 8 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
| **Se  | * |                                                          | 1 |
| ction | * |                                                          | 8 |
| 6.**  | A |                                                          |   |
|       | p |                                                          |   |
|       | p |                                                          |   |
|       | r |                                                          |   |
|       | o |                                                          |   |
|       | v |                                                          |   |
|       | e |                                                          |   |
|       | d |                                                          |   |
|       | P |                                                          |   |
|       | r |                                                          |   |
|       | o |                                                          |   |
|       | j |                                                          |   |
|       | e |                                                          |   |
|       | c |                                                          |   |
|       | t |                                                          |   |
|       | B |                                                          |   |
|       | u |                                                          |   |
|       | d |                                                          |   |
|       | g |                                                          |   |
|       | e |                                                          |   |
|       | t |                                                          |   |
|       | . |                                                          |   |
|       | * |                                                          |   |
|       | * |                                                          |   |
+-------+---+----------------------------------------------------------+---+
| **Se  | * |                                                          | 1 |
| ction | * |                                                          | 9 |
| 7.**  | A |                                                          |   |
|       | c |                                                          |   |
|       | c |                                                          |   |
|       | o |                                                          |   |
|       | u |                                                          |   |
|       | n |                                                          |   |
|       | t |                                                          |   |
|       | i |                                                          |   |
|       | n |                                                          |   |
|       | g |                                                          |   |
|       | R |                                                          |   |
|       | e |                                                          |   |
|       | c |                                                          |   |
|       | o |                                                          |   |
|       | r |                                                          |   |
|       | d |                                                          |   |
|       | s |                                                          |   |
|       | . |                                                          |   |
|       | * |                                                          |   |
|       | * |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | a | Project Accounts.                                        | 1 |
|       | \ |                                                          | 9 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | b | Funds Received or Made Available for the Project.        | 1 |
|       | \ |                                                          | 9 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | c | Documentation of Project Costs and Program Income.       | 1 |
|       | \ |                                                          | 9 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | d | Checks, Orders, and Vouchers.                            | 2 |
|       | \ |                                                          | 0 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
| **Se  | * |                                                          | 2 |
| ction | * |                                                          | 0 |
| 8.**  | R |                                                          |   |
|       | e |                                                          |   |
|       | p |                                                          |   |
|       | o |                                                          |   |
|       | r |                                                          |   |
|       | t |                                                          |   |
|       | i |                                                          |   |
|       | n |                                                          |   |
|       | g |                                                          |   |
|       | , |                                                          |   |
|       | R |                                                          |   |
|       | e |                                                          |   |
|       | c |                                                          |   |
|       | o |                                                          |   |
|       | r |                                                          |   |
|       | d |                                                          |   |
|       | R |                                                          |   |
|       | e |                                                          |   |
|       | t |                                                          |   |
|       | e |                                                          |   |
|       | n |                                                          |   |
|       | t |                                                          |   |
|       | i |                                                          |   |
|       | o |                                                          |   |
|       | n |                                                          |   |
|       | , |                                                          |   |
|       | a |                                                          |   |
|       | n |                                                          |   |
|       | d |                                                          |   |
|       | A |                                                          |   |
|       | c |                                                          |   |
|       | c |                                                          |   |
|       | e |                                                          |   |
|       | s |                                                          |   |
|       | s |                                                          |   |
|       | . |                                                          |   |
|       | * |                                                          |   |
|       | * |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | a | Types of Reports.                                        | 2 |
|       | \ |                                                          | 0 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | b | Report Formats.                                          | 2 |
|       | \ |                                                          | 0 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | c | Record Retention.                                        | 2 |
|       | \ |                                                          | 0 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | d | Access to Records of Recipients and Subrecipients.       | 2 |
|       | \ |                                                          | 0 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | e | Project Closeout.                                        | 2 |
|       | \ |                                                          | 0 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
| **Se  | * |                                                          | 2 |
| ction | * |                                                          | 0 |
| 9.**  | P |                                                          |   |
|       | a |                                                          |   |
|       | y |                                                          |   |
|       | m |                                                          |   |
|       | e |                                                          |   |
|       | n |                                                          |   |
|       | t |                                                          |   |
|       | s |                                                          |   |
|       | . |                                                          |   |
|       | * |                                                          |   |
|       | * |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | a | Recipient\'s Request for Payment.                        | 2 |
|       | \ |                                                          | 0 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | b | Payment by FTA.                                          | 2 |
|       | \ |                                                          | 1 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | c | Costs Reimbursed.                                        | 2 |
|       | \ |                                                          | 3 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | d | Bond Interest and Other Financing Costs.                 | 2 |
|       | \ |                                                          | 4 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | e | Excluded Costs.                                          | 2 |
|       | \ |                                                          | 4 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | f | Federal Claims, Excess Payments, and Disallowed Costs,   | 2 |
|       | \ | including Interest.                                      | 5 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | g | De-obligation of Funds.                                  | 2 |
|       | \ |                                                          | 6 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
| **Se  | * |                                                          | 2 |
| ction | * |                                                          | 6 |
| 10.** | P |                                                          |   |
|       | r |                                                          |   |
|       | o |                                                          |   |
|       | j |                                                          |   |
|       | e |                                                          |   |
|       | c |                                                          |   |
|       | t |                                                          |   |
|       | C |                                                          |   |
|       | o |                                                          |   |
|       | m |                                                          |   |
|       | p |                                                          |   |
|       | l |                                                          |   |
|       | e |                                                          |   |
|       | t |                                                          |   |
|       | i |                                                          |   |
|       | o |                                                          |   |
|       | n |                                                          |   |
|       | , |                                                          |   |
|       | A |                                                          |   |
|       | u |                                                          |   |
|       | d |                                                          |   |
|       | i |                                                          |   |
|       | t |                                                          |   |
|       | , |                                                          |   |
|       | S |                                                          |   |
|       | e |                                                          |   |
|       | t |                                                          |   |
|       | t |                                                          |   |
|       | l |                                                          |   |
|       | e |                                                          |   |
|       | m |                                                          |   |
|       | e |                                                          |   |
|       | n |                                                          |   |
|       | t |                                                          |   |
|       | , |                                                          |   |
|       | a |                                                          |   |
|       | n |                                                          |   |
|       | d |                                                          |   |
|       | C |                                                          |   |
|       | l |                                                          |   |
|       | o |                                                          |   |
|       | s |                                                          |   |
|       | e |                                                          |   |
|       | o |                                                          |   |
|       | u |                                                          |   |
|       | t |                                                          |   |
|       | . |                                                          |   |
|       | * |                                                          |   |
|       | * |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | a | Project Completion.                                      | 2 |
|       | \ |                                                          | 6 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | b | Audit of Recipients.                                     | 2 |
|       | \ |                                                          | 6 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | c | Funds Owed to the Federal Government.                    | 2 |
|       | \ |                                                          | 6 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | d | Project Closeout.                                        | 2 |
|       | \ |                                                          | 6 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
| **Se  | * |                                                          | 2 |
| ction | * |                                                          | 7 |
| 11.** | R |                                                          |   |
|       | i |                                                          |   |
|       | g |                                                          |   |
|       | h |                                                          |   |
|       | t |                                                          |   |
|       | o |                                                          |   |
|       | f |                                                          |   |
|       | t |                                                          |   |
|       | h |                                                          |   |
|       | e |                                                          |   |
|       | F |                                                          |   |
|       | e |                                                          |   |
|       | d |                                                          |   |
|       | e |                                                          |   |
|       | r |                                                          |   |
|       | a |                                                          |   |
|       | l |                                                          |   |
|       | G |                                                          |   |
|       | o |                                                          |   |
|       | v |                                                          |   |
|       | e |                                                          |   |
|       | r |                                                          |   |
|       | n |                                                          |   |
|       | m |                                                          |   |
|       | e |                                                          |   |
|       | n |                                                          |   |
|       | t |                                                          |   |
|       | t |                                                          |   |
|       | o |                                                          |   |
|       | T |                                                          |   |
|       | e |                                                          |   |
|       | r |                                                          |   |
|       | m |                                                          |   |
|       | i |                                                          |   |
|       | n |                                                          |   |
|       | a |                                                          |   |
|       | t |                                                          |   |
|       | e |                                                          |   |
|       | . |                                                          |   |
|       | * |                                                          |   |
|       | * |                                                          |   |
+-------+---+----------------------------------------------------------+---+
| **Se  | * |                                                          | 2 |
| ction | * |                                                          | 7 |
| 12.** | C |                                                          |   |
|       | i |                                                          |   |
|       | v |                                                          |   |
|       | i |                                                          |   |
|       | l |                                                          |   |
|       | R |                                                          |   |
|       | i |                                                          |   |
|       | g |                                                          |   |
|       | h |                                                          |   |
|       | t |                                                          |   |
|       | s |                                                          |   |
|       | * |                                                          |   |
|       | * |                                                          |   |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | a | Nondiscrimination in Federal Public Transportation       | 2 |
|       | \ | Programs.                                                | 7 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | b | Nondiscrimination -- Title VI of the Civil Rights Act.   | 2 |
|       | \ |                                                          | 7 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | c | Equal Employment Opportunity.                            | 2 |
|       | \ |                                                          | 8 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | d | Disadvantaged Business Enterprise.                       | 2 |
|       | \ |                                                          | 8 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | e | Nondiscrimination on the Basis of Sex.                   | 2 |
|       | \ |                                                          | 9 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | f | Nondiscrimination on the Basis of Age.                   | 2 |
|       | \ |                                                          | 9 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | g | Access for Individuals with Disabilities.                | 2 |
|       | \ |                                                          | 9 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | h | Drug or Alcohol Abuse ‑ Confidentiality and Other Civil  | 3 |
|       | \ | Rights Protections.                                      | 0 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | i | Access to Services for Persons with Limited English      | 3 |
|       | \ | Proficiency.                                             | 0 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | j | Environmental Justice.                                   | 3 |
|       | \ |                                                          | 1 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | k | Other Nondiscrimination Laws.                            | 3 |
|       | \ |                                                          | 1 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
| **Se  | * |                                                          | 3 |
| ction | * |                                                          | 1 |
| 13.** | P |                                                          |   |
|       | l |                                                          |   |
|       | a |                                                          |   |
|       | n |                                                          |   |
|       | n |                                                          |   |
|       | i |                                                          |   |
|       | n |                                                          |   |
|       | g |                                                          |   |
|       | a |                                                          |   |
|       | n |                                                          |   |
|       | d |                                                          |   |
|       | P |                                                          |   |
|       | r |                                                          |   |
|       | i |                                                          |   |
|       | v |                                                          |   |
|       | a |                                                          |   |
|       | t |                                                          |   |
|       | e |                                                          |   |
|       | E |                                                          |   |
|       | n |                                                          |   |
|       | t |                                                          |   |
|       | e |                                                          |   |
|       | r |                                                          |   |
|       | p |                                                          |   |
|       | r |                                                          |   |
|       | i |                                                          |   |
|       | s |                                                          |   |
|       | e |                                                          |   |
|       | . |                                                          |   |
|       | * |                                                          |   |
|       | * |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | a | General.                                                 | 3 |
|       | \ |                                                          | 1 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | b | Governmental and Private Nonprofit Providers of          | 3 |
|       | \ | Nonemergency Transportation.                             | 1 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | c | Infrastructure Investment.                               | 3 |
|       | \ |                                                          | 1 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
| **Se  | * |                                                          | 3 |
| ction | * |                                                          | 2 |
| 14.** | P |                                                          |   |
|       | r |                                                          |   |
|       | e |                                                          |   |
|       | f |                                                          |   |
|       | e |                                                          |   |
|       | r |                                                          |   |
|       | e |                                                          |   |
|       | n |                                                          |   |
|       | c |                                                          |   |
|       | e |                                                          |   |
|       | f |                                                          |   |
|       | o |                                                          |   |
|       | r |                                                          |   |
|       | U |                                                          |   |
|       | n |                                                          |   |
|       | i |                                                          |   |
|       | t |                                                          |   |
|       | e |                                                          |   |
|       | d |                                                          |   |
|       | S |                                                          |   |
|       | t |                                                          |   |
|       | a |                                                          |   |
|       | t |                                                          |   |
|       | e |                                                          |   |
|       | s |                                                          |   |
|       | P |                                                          |   |
|       | r |                                                          |   |
|       | o |                                                          |   |
|       | d |                                                          |   |
|       | u |                                                          |   |
|       | c |                                                          |   |
|       | t |                                                          |   |
|       | s |                                                          |   |
|       | a |                                                          |   |
|       | n |                                                          |   |
|       | d |                                                          |   |
|       | S |                                                          |   |
|       | e |                                                          |   |
|       | r |                                                          |   |
|       | v |                                                          |   |
|       | i |                                                          |   |
|       | c |                                                          |   |
|       | e |                                                          |   |
|       | s |                                                          |   |
|       | . |                                                          |   |
|       | * |                                                          |   |
|       | * |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | a | Buy America.                                             | 3 |
|       | \ |                                                          | 2 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | b | Cargo Preference‑Use of United States‑Flag Vessels.      | 3 |
|       | \ |                                                          | 2 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | c | Fly America.                                             | 3 |
|       | \ |                                                          | 2 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
| **Se  | * |                                                          | 3 |
| ction | * |                                                          | 2 |
| 15.** | P |                                                          |   |
|       | r |                                                          |   |
|       | o |                                                          |   |
|       | c |                                                          |   |
|       | u |                                                          |   |
|       | r |                                                          |   |
|       | e |                                                          |   |
|       | m |                                                          |   |
|       | e |                                                          |   |
|       | n |                                                          |   |
|       | t |                                                          |   |
|       | . |                                                          |   |
|       | * |                                                          |   |
|       | * |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | a | Federal Standards.                                       | 3 |
|       | \ |                                                          | 2 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | b | Full and Open Competition.                               | 3 |
|       | \ |                                                          | 3 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | c | Exclusionary or Discriminatory Specifications.           | 3 |
|       | \ |                                                          | 3 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | d | Geographic Restrictions.                                 | 3 |
|       | \ |                                                          | 3 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | e | In‑State Bus Dealer Restrictions.                        | 3 |
|       | \ |                                                          | 3 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | f | Neutrality in Labor Relations.                           | 3 |
|       | \ |                                                          | 3 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | g | Federal Supply Schedules.                                | 3 |
|       | \ |                                                          | 3 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | h | Force Account.                                           | 3 |
|       | \ |                                                          | 3 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | i | FTA Technical Review.                                    | 3 |
|       | \ |                                                          | 3 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | j | Project Approval/Third Party Contract Approval.          | 3 |
|       | \ |                                                          | 3 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | k | Preference for Recycled Products.                        | 3 |
|       | \ |                                                          | 3 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | l | Clean Air and Clean Water.                               | 3 |
|       | \ |                                                          | 4 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | m | National Intelligent Transportation Systems Architecture | 3 |
|       | \ | and Standards.                                           | 4 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | n | Rolling Stock.                                           | 3 |
|       | \ |                                                          | 4 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | o | Bonding.                                                 | 3 |
|       | \ |                                                          | 5 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | p | Architectural, Engineering, Design, or Related Services  | 3 |
|       | \ |                                                          | 5 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | q | Design-Build Projects.                                   | 3 |
|       | \ |                                                          | 6 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | r | Award to Other than the Lowest Bidder.                   | 3 |
|       | \ |                                                          | 6 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | s | Award to Responsible Contractors.                        | 3 |
|       | \ |                                                          | 6 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | t | Access to Third Party Contract Records.                  | 3 |
|       | \ |                                                          | 6 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | u | Electronic and Information Technology.                   | 3 |
|       | \ |                                                          | 6 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
| **Se  | * |                                                          | 3 |
| ction | * |                                                          | 7 |
| 16.** | L |                                                          |   |
|       | e |                                                          |   |
|       | a |                                                          |   |
|       | s |                                                          |   |
|       | e |                                                          |   |
|       | s |                                                          |   |
|       | . |                                                          |   |
|       | * |                                                          |   |
|       | * |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | a | Capital Leases.                                          | 3 |
|       | \ |                                                          | 7 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | b | Leases Involving Certificates of Participation.          | 3 |
|       | \ |                                                          | 7 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
| **Se  | * |                                                          | 3 |
| ction | * |                                                          | 7 |
| 17.** | P |                                                          |   |
|       | a |                                                          |   |
|       | t |                                                          |   |
|       | e |                                                          |   |
|       | n |                                                          |   |
|       | t |                                                          |   |
|       | R |                                                          |   |
|       | i |                                                          |   |
|       | g |                                                          |   |
|       | h |                                                          |   |
|       | t |                                                          |   |
|       | s |                                                          |   |
|       | . |                                                          |   |
|       | * |                                                          |   |
|       | * |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | a | General.                                                 | 3 |
|       | \ |                                                          | 7 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | b | Federal Rights.                                          | 3 |
|       | \ |                                                          | 7 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
| **Se  | * |                                                          | 3 |
| ction | * |                                                          | 7 |
| 18.** | R |                                                          |   |
|       | i |                                                          |   |
|       | g |                                                          |   |
|       | h |                                                          |   |
|       | t |                                                          |   |
|       | s |                                                          |   |
|       | i |                                                          |   |
|       | n |                                                          |   |
|       | D |                                                          |   |
|       | a |                                                          |   |
|       | t |                                                          |   |
|       | a |                                                          |   |
|       | a |                                                          |   |
|       | n |                                                          |   |
|       | d |                                                          |   |
|       | C |                                                          |   |
|       | o |                                                          |   |
|       | p |                                                          |   |
|       | y |                                                          |   |
|       | r |                                                          |   |
|       | i |                                                          |   |
|       | g |                                                          |   |
|       | h |                                                          |   |
|       | t |                                                          |   |
|       | s |                                                          |   |
|       | . |                                                          |   |
|       | * |                                                          |   |
|       | * |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | a | Definition.                                              | 3 |
|       | \ |                                                          | 7 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | b | Federal Restrictions.                                    | 3 |
|       | \ |                                                          | 8 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | c | Federal Rights in Data and Copyrights.                   | 3 |
|       | \ |                                                          | 8 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | d | Special Federal Rights in Data for Research,             | 3 |
|       | \ | Development, Demonstration, and Special Studies          | 8 |
|       | . | (Planning) Projects.                                     |   |
+-------+---+----------------------------------------------------------+---+
|       | e | Hold Harmless.                                           | 3 |
|       | \ |                                                          | 8 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | f | Restrictions on Access to Patent Rights.                 | 3 |
|       | \ |                                                          | 9 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | g | Data Developed Without Federal Funding or Support.       | 3 |
|       | \ |                                                          | 9 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | h | Requirements to Release Data.                            | 3 |
|       | \ |                                                          | 9 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
| **Se  | * |                                                          | 3 |
| ction | * |                                                          | 9 |
| 19.** | U |                                                          |   |
|       | s |                                                          |   |
|       | e |                                                          |   |
|       | o |                                                          |   |
|       | f |                                                          |   |
|       | R |                                                          |   |
|       | e |                                                          |   |
|       | a |                                                          |   |
|       | l |                                                          |   |
|       | P |                                                          |   |
|       | r |                                                          |   |
|       | o |                                                          |   |
|       | p |                                                          |   |
|       | e |                                                          |   |
|       | r |                                                          |   |
|       | t |                                                          |   |
|       | y |                                                          |   |
|       | , |                                                          |   |
|       | E |                                                          |   |
|       | q |                                                          |   |
|       | u |                                                          |   |
|       | i |                                                          |   |
|       | p |                                                          |   |
|       | m |                                                          |   |
|       | e |                                                          |   |
|       | n |                                                          |   |
|       | t |                                                          |   |
|       | , |                                                          |   |
|       | a |                                                          |   |
|       | n |                                                          |   |
|       | d |                                                          |   |
|       | S |                                                          |   |
|       | u |                                                          |   |
|       | p |                                                          |   |
|       | p |                                                          |   |
|       | l |                                                          |   |
|       | i |                                                          |   |
|       | e |                                                          |   |
|       | s |                                                          |   |
|       | . |                                                          |   |
|       | * |                                                          |   |
|       | * |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | a | Use of Project Property.                                 | 3 |
|       | \ |                                                          | 9 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | b | General.                                                 | 4 |
|       | \ |                                                          | 0 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | c | Maintenance.                                             | 4 |
|       | \ |                                                          | 0 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | d | Records.                                                 | 4 |
|       | \ |                                                          | 0 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | e | Incidental Use.                                          | 4 |
|       | \ |                                                          | 0 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | f | Encumbrance of Project Property.                         | 4 |
|       | \ |                                                          | 0 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | g | Transfer of Project Property.                            | 4 |
|       | \ |                                                          | 1 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | h | Disposition of Project Property.                         | 4 |
|       | \ |                                                          | 1 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | i | Insurance Proceeds.                                      | 4 |
|       | \ |                                                          | 2 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | j | Transportation ‑ Hazardous Materials.                    | 4 |
|       | \ |                                                          | 3 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | k | Misused or Damaged Project Property.                     | 4 |
|       | \ |                                                          | 3 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | l | Responsibilities After Project Closeout.                 | 4 |
|       | \ |                                                          | 3 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
| **Se  | * |                                                          | 4 |
| ction | * |                                                          | 3 |
| 20.** | I |                                                          |   |
|       | n |                                                          |   |
|       | s |                                                          |   |
|       | u |                                                          |   |
|       | r |                                                          |   |
|       | a |                                                          |   |
|       | n |                                                          |   |
|       | c |                                                          |   |
|       | e |                                                          |   |
|       | . |                                                          |   |
|       | * |                                                          |   |
|       | * |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | a | Minimum Requirements.                                    | 4 |
|       | \ |                                                          | 3 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | b | Flood Hazards.                                           | 4 |
|       | \ |                                                          | 3 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
| **Se  | * |                                                          | 4 |
| ction | * |                                                          | 3 |
| 21.** | R |                                                          |   |
|       | e |                                                          |   |
|       | l |                                                          |   |
|       | o |                                                          |   |
|       | c |                                                          |   |
|       | a |                                                          |   |
|       | t |                                                          |   |
|       | i |                                                          |   |
|       | o |                                                          |   |
|       | n |                                                          |   |
|       | . |                                                          |   |
|       | * |                                                          |   |
|       | * |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | a | Relocation Protections.                                  | 4 |
|       | \ |                                                          | 3 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | b | Nondiscrimination in Housing.                            | 4 |
|       | \ |                                                          | 4 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | c | Prohibition Against Use of Lead-Based Paint.             | 4 |
|       | \ |                                                          | 4 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
| **Se  | * |                                                          | 4 |
| ction | * |                                                          | 4 |
| 22.** | R |                                                          |   |
|       | e |                                                          |   |
|       | a |                                                          |   |
|       | l |                                                          |   |
|       | P |                                                          |   |
|       | r |                                                          |   |
|       | o |                                                          |   |
|       | p |                                                          |   |
|       | e |                                                          |   |
|       | r |                                                          |   |
|       | t |                                                          |   |
|       | y |                                                          |   |
|       | . |                                                          |   |
|       | * |                                                          |   |
|       | * |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | a | Land Acquisition.                                        | 4 |
|       | \ |                                                          | 4 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | b | Covenant Assuring Nondiscrimination.                     | 4 |
|       | \ |                                                          | 4 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | c | Recording Title of Real Property.                        | 4 |
|       | \ |                                                          | 4 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | d | FTA Approval of Changes in Real Property Ownership.      | 4 |
|       | \ |                                                          | 4 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
| **Se  | * |                                                          | 4 |
| ction | * |                                                          | 5 |
| 23.** | C |                                                          |   |
|       | o |                                                          |   |
|       | n |                                                          |   |
|       | s |                                                          |   |
|       | t |                                                          |   |
|       | r |                                                          |   |
|       | u |                                                          |   |
|       | c |                                                          |   |
|       | t |                                                          |   |
|       | i |                                                          |   |
|       | o |                                                          |   |
|       | n |                                                          |   |
|       | . |                                                          |   |
|       | * |                                                          |   |
|       | * |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | a | Drafting, Review, and Approval of Construction Plans and | 4 |
|       | \ | Specifications.                                          | 5 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | b | Supervision of Construction.                             | 4 |
|       | \ |                                                          | 5 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | c | Construction Reports.                                    | 4 |
|       | \ |                                                          | 5 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | d | Project Management for Major Capital Projects.           | 4 |
|       | \ |                                                          | 5 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | e | Seismic Safety.                                          | 4 |
|       | \ |                                                          | 5 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
| **Se  | * |                                                          | 4 |
| ction | * |                                                          | 5 |
| 24.** | E |                                                          |   |
|       | m |                                                          |   |
|       | p |                                                          |   |
|       | l |                                                          |   |
|       | o |                                                          |   |
|       | y |                                                          |   |
|       | e |                                                          |   |
|       | e |                                                          |   |
|       | P |                                                          |   |
|       | r |                                                          |   |
|       | o |                                                          |   |
|       | t |                                                          |   |
|       | e |                                                          |   |
|       | c |                                                          |   |
|       | t |                                                          |   |
|       | i |                                                          |   |
|       | o |                                                          |   |
|       | n |                                                          |   |
|       | s |                                                          |   |
|       | . |                                                          |   |
|       | * |                                                          |   |
|       | * |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | a | Construction Activities.                                 | 4 |
|       | \ |                                                          | 5 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | b | Activities Not Involving Construction.                   | 4 |
|       | \ |                                                          | 6 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | c | Activities Involving Commerce.                           | 4 |
|       | \ |                                                          | 6 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | d | Public Transportation Employee Protective Arrangements.  | 4 |
|       | \ |                                                          | 6 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
| **Se  | * |                                                          | 4 |
| ction | * |                                                          | 7 |
| 25.** | E |                                                          |   |
|       | n |                                                          |   |
|       | v |                                                          |   |
|       | i |                                                          |   |
|       | r |                                                          |   |
|       | o |                                                          |   |
|       | n |                                                          |   |
|       | m |                                                          |   |
|       | e |                                                          |   |
|       | n |                                                          |   |
|       | t |                                                          |   |
|       | a |                                                          |   |
|       | l |                                                          |   |
|       | P |                                                          |   |
|       | r |                                                          |   |
|       | o |                                                          |   |
|       | t |                                                          |   |
|       | e |                                                          |   |
|       | c |                                                          |   |
|       | t |                                                          |   |
|       | i |                                                          |   |
|       | o |                                                          |   |
|       | n |                                                          |   |
|       | s |                                                          |   |
|       | . |                                                          |   |
|       | * |                                                          |   |
|       | * |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | a | National Environmental Policy.                           | 4 |
|       | \ |                                                          | 7 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | b | Air Quality.                                             | 4 |
|       | \ |                                                          | 8 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | c | Clean Water.                                             | 4 |
|       | \ |                                                          | 8 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | d | Use of Public Lands.                                     | 4 |
|       | \ |                                                          | 9 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | e | Wild and Scenic Rivers.                                  | 4 |
|       | \ |                                                          | 9 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | f | Coastal Zone Management.                                 | 4 |
|       | \ |                                                          | 9 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | g | Wetlands.                                                | 4 |
|       | \ |                                                          | 9 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | h | Floodplains.                                             | 4 |
|       | \ |                                                          | 9 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | i | Endangered Species and Fisheries Conservation.           | 4 |
|       | \ |                                                          | 9 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | j | Historic Preservation.                                   | 4 |
|       | \ |                                                          | 9 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | k | Indian Sacred Sites.                                     | 5 |
|       | \ |                                                          | 0 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | l | Mitigation of Adverse Environmental Effects.             | 5 |
|       | \ |                                                          | 0 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
| **Se  | * |                                                          | 5 |
| ction | * |                                                          | 0 |
| 26.** | E |                                                          |   |
|       | n |                                                          |   |
|       | e |                                                          |   |
|       | r |                                                          |   |
|       | g |                                                          |   |
|       | y |                                                          |   |
|       | C |                                                          |   |
|       | o |                                                          |   |
|       | n |                                                          |   |
|       | s |                                                          |   |
|       | e |                                                          |   |
|       | r |                                                          |   |
|       | v |                                                          |   |
|       | a |                                                          |   |
|       | t |                                                          |   |
|       | i |                                                          |   |
|       | o |                                                          |   |
|       | n |                                                          |   |
|       | . |                                                          |   |
|       | * |                                                          |   |
|       | * |                                                          |   |
+-------+---+----------------------------------------------------------+---+
| **Se  | * |                                                          | 5 |
| ction | * |                                                          | 1 |
| 27.** | S |                                                          |   |
|       | t |                                                          |   |
|       | a |                                                          |   |
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|       | a |                                                          |   |
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|       | a |                                                          |   |
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|       | a |                                                          |   |
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|       | d |                                                          |   |
|       | M |                                                          |   |
|       | o |                                                          |   |
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|       | o |                                                          |   |
|       | r |                                                          |   |
|       | i |                                                          |   |
|       | n |                                                          |   |
|       | g |                                                          |   |
|       | S |                                                          |   |
|       | y |                                                          |   |
|       | s |                                                          |   |
|       | t |                                                          |   |
|       | e |                                                          |   |
|       | m |                                                          |   |
|       | s |                                                          |   |
|       | . |                                                          |   |
|       | * |                                                          |   |
|       | * |                                                          |   |
+-------+---+----------------------------------------------------------+---+
| **Se  | * |                                                          | 5 |
| ction | * |                                                          | 1 |
| 28.** | C |                                                          |   |
|       | h |                                                          |   |
|       | a |                                                          |   |
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|       | t |                                                          |   |
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|       | r |                                                          |   |
|       | S |                                                          |   |
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|       | s |                                                          |   |
|       | . |                                                          |   |
|       | * |                                                          |   |
|       | * |                                                          |   |
+-------+---+----------------------------------------------------------+---+
| **Se  | * |                                                          | 5 |
| ction | * |                                                          | 1 |
| 29.** | S |                                                          |   |
|       | c |                                                          |   |
|       | h |                                                          |   |
|       | o |                                                          |   |
|       | o |                                                          |   |
|       | l |                                                          |   |
|       | T |                                                          |   |
|       | r |                                                          |   |
|       | a |                                                          |   |
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|       | s |                                                          |   |
|       | . |                                                          |   |
|       | * |                                                          |   |
|       | * |                                                          |   |
+-------+---+----------------------------------------------------------+---+
| **Se  | * |                                                          | 5 |
| ction | * |                                                          | 1 |
| 30.** | M |                                                          |   |
|       | e |                                                          |   |
|       | t |                                                          |   |
|       | r |                                                          |   |
|       | i |                                                          |   |
|       | c |                                                          |   |
|       | S |                                                          |   |
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|       | s |                                                          |   |
|       | t |                                                          |   |
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|       | m |                                                          |   |
|       | . |                                                          |   |
|       | * |                                                          |   |
|       | * |                                                          |   |
+-------+---+----------------------------------------------------------+---+
| **Se  | * |                                                          | 5 |
| ction | * |                                                          | 2 |
| 31.** | S |                                                          |   |
|       | u |                                                          |   |
|       | b |                                                          |   |
|       | s |                                                          |   |
|       | t |                                                          |   |
|       | a |                                                          |   |
|       | n |                                                          |   |
|       | c |                                                          |   |
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|       | A |                                                          |   |
|       | b |                                                          |   |
|       | u |                                                          |   |
|       | s |                                                          |   |
|       | e |                                                          |   |
|       | . |                                                          |   |
|       | * |                                                          |   |
|       | * |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | a | Drug-Free Workplace.                                     | 5 |
|       | \ |                                                          | 2 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | b | Alcohol Misuse and Prohibited Drug Use.                  | 5 |
|       | \ |                                                          | 2 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
| **Se  | * |                                                          | 5 |
| ction | * |                                                          | 2 |
| 32.** | S |                                                          |   |
|       | t |                                                          |   |
|       | a |                                                          |   |
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|       | x |                                                          |   |
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|       | d |                                                          |   |
|       | G |                                                          |   |
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|       | S |                                                          |   |
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|       | m |                                                          |   |
|       | s |                                                          |   |
|       | . |                                                          |   |
|       | * |                                                          |   |
|       | * |                                                          |   |
+-------+---+----------------------------------------------------------+---+
| **Se  | * |                                                          | 5 |
| ction | * |                                                          | 2 |
| 33.** | S |                                                          |   |
|       | e |                                                          |   |
|       | a |                                                          |   |
|       | t |                                                          |   |
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|       | e |                                                          |   |
|       | . |                                                          |   |
|       | * |                                                          |   |
|       | * |                                                          |   |
+-------+---+----------------------------------------------------------+---+
| **Se  | * |                                                          | 5 |
| ction | * |                                                          | 2 |
| 34**  | P |                                                          |   |
|       | r |                                                          |   |
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|       | f |                                                          |   |
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|       | n |                                                          |   |
|       | s |                                                          |   |
|       | i |                                                          |   |
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|       | e |                                                          |   |
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|       | y |                                                          |   |
|       | I |                                                          |   |
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|       | . |                                                          |   |
|       | * |                                                          |   |
|       | * |                                                          |   |
+-------+---+----------------------------------------------------------+---+
| **Se  | * |                                                          | 5 |
| ction | * |                                                          | 2 |
| 35**  | S |                                                          |   |
|       | p |                                                          |   |
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|       | q |                                                          |   |
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|       | m |                                                          |   |
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|       | t |                                                          |   |
|       | s |                                                          |   |
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|       | S |                                                          |   |
|       | t |                                                          |   |
|       | a |                                                          |   |
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|       | s |                                                          |   |
|       | . |                                                          |   |
|       | * |                                                          |   |
|       | * |                                                          |   |
+-------+---+----------------------------------------------------------+---+
| **Se  | * |                                                          | 5 |
| ction | * |                                                          | 3 |
| 36.** | S |                                                          |   |
|       | p |                                                          |   |
|       | e |                                                          |   |
|       | c |                                                          |   |
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|       | a |                                                          |   |
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|       | s |                                                          |   |
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|       | t |                                                          |   |
|       | h |                                                          |   |
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|       | U |                                                          |   |
|       | r |                                                          |   |
|       | b |                                                          |   |
|       | a |                                                          |   |
|       | n |                                                          |   |
|       | i |                                                          |   |
|       | z |                                                          |   |
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|       | d |                                                          |   |
|       | A |                                                          |   |
|       | r |                                                          |   |
|       | e |                                                          |   |
|       | a |                                                          |   |
|       | F |                                                          |   |
|       | o |                                                          |   |
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|       | u |                                                          |   |
|       | l |                                                          |   |
|       | a |                                                          |   |
|       | P |                                                          |   |
|       | r |                                                          |   |
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|       | g |                                                          |   |
|       | r |                                                          |   |
|       | a |                                                          |   |
|       | m |                                                          |   |
|       | . |                                                          |   |
|       | * |                                                          |   |
|       | * |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | a | Fares and Services.                                      | 5 |
|       | \ |                                                          | 3 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | b | Audit Requirements.                                      | 5 |
|       | \ |                                                          | 3 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | c | Half-Fare Requirements.                                  | 5 |
|       | \ |                                                          | 3 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | d | Use of Formula Assistance for Operations.                | 5 |
|       | \ |                                                          | 3 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | e | Public Transportation Security.                          | 5 |
|       | \ |                                                          | 3 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | f | Public Transportation Enhancements.                      | 5 |
|       | \ |                                                          | 4 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | g | Reporting Requirements.                                  | 5 |
|       | \ |                                                          | 4 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | h | Participation of Subrecipients.                          | 5 |
|       | \ |                                                          | 4 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
| **Se  | * |                                                          | 5 |
| ction | * |                                                          | 4 |
| 37.** | S |                                                          |   |
|       | p |                                                          |   |
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|       | s |                                                          |   |
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|       | l |                                                          |   |
|       | d |                                                          |   |
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|       | y |                                                          |   |
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|       | n |                                                          |   |
|       | d |                                                          |   |
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|       | l |                                                          |   |
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|       | a |                                                          |   |
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|       | d |                                                          |   |
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|       | h |                                                          |   |
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|       | i |                                                          |   |
|       | s |                                                          |   |
|       | a |                                                          |   |
|       | b |                                                          |   |
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|       | s |                                                          |   |
|       | * |                                                          |   |
|       | * |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | * |                                                          | 5 |
|       | * |                                                          | 4 |
|       | F |                                                          |   |
|       | o |                                                          |   |
|       | r |                                                          |   |
|       | m |                                                          |   |
|       | u |                                                          |   |
|       | l |                                                          |   |
|       | a |                                                          |   |
|       | P |                                                          |   |
|       | r |                                                          |   |
|       | o |                                                          |   |
|       | g |                                                          |   |
|       | r |                                                          |   |
|       | a |                                                          |   |
|       | m |                                                          |   |
|       | a |                                                          |   |
|       | n |                                                          |   |
|       | d |                                                          |   |
|       | P |                                                          |   |
|       | i |                                                          |   |
|       | l |                                                          |   |
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|       | t |                                                          |   |
|       | P |                                                          |   |
|       | r |                                                          |   |
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|       | g |                                                          |   |
|       | r |                                                          |   |
|       | a |                                                          |   |
|       | m |                                                          |   |
|       | . |                                                          |   |
|       | * |                                                          |   |
|       | * |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | a | Eligible Subrecipients.                                  | 5 |
|       | \ |                                                          | 4 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | b | State Procedures.                                        | 5 |
|       | \ |                                                          | 4 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | c | Participation of Subrecipients.                          | 5 |
|       | \ |                                                          | 5 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | d | Eligible Project Activities.                             | 5 |
|       | \ |                                                          | 5 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | e | Leasing of Vehicles.                                     | 5 |
|       | \ |                                                          | 5 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | f | Transfer of Project Facilities and Equipment.            | 5 |
|       | \ |                                                          | 5 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
| **Se  | * |                                                          | 5 |
| ction | * |                                                          | 6 |
| 38.** | S |                                                          |   |
|       | p |                                                          |   |
|       | e |                                                          |   |
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|       | l |                                                          |   |
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|       | v |                                                          |   |
|       | i |                                                          |   |
|       | s |                                                          |   |
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|       | n |                                                          |   |
|       | s |                                                          |   |
|       | f |                                                          |   |
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|       | r |                                                          |   |
|       | N |                                                          |   |
|       | e |                                                          |   |
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|       | d |                                                          |   |
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|       | m |                                                          |   |
|       | P |                                                          |   |
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|       | j |                                                          |   |
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|       | c |                                                          |   |
|       | t |                                                          |   |
|       | s |                                                          |   |
|       | * |                                                          |   |
|       | * |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | a | General.                                                 | 5 |
|       | \ |                                                          | 6 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | b | Participation of Subrecipients.                          | 5 |
|       | \ |                                                          | 6 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
| **Se  | * |                                                          | 5 |
| ction | * |                                                          | 6 |
| 39.** | S |                                                          |   |
|       | p |                                                          |   |
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|       | v |                                                          |   |
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|       | a | Provisions Applicable to States.                         | 5 |
|       | \ |                                                          | 6 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | b | Provisions Applicable to Indian Tribes.                  | 5 |
|       | \ |                                                          | 7 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
| **Se  | * |                                                          | 5 |
| ction | * |                                                          | 7 |
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|       | a | General.                                                 | 5 |
|       | \ |                                                          | 7 |
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|       | b | Participation of Subrecipients.                          | 5 |
|       | \ |                                                          | 8 |
|       | . |                                                          |   |
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|       | a | Project Report.                                          | 5 |
|       | \ |                                                          | 8 |
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+-------+---+----------------------------------------------------------+---+
|       | b | Project Identification.                                  | 5 |
|       | \ |                                                          | 8 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | c | Protection of Human Subjects.                            | 5 |
|       | \ |                                                          | 8 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | d | Protection of Animals.                                   | 5 |
|       | \ |                                                          | 8 |
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|       | e | Export Control.                                          | 5 |
|       | \ |                                                          | 9 |
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| ction | * |                                                          | 9 |
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|       | a | General.                                                 | 5 |
|       | \ |                                                          | 9 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | b | Fellowship Awards.                                       | 5 |
|       | \ |                                                          | 9 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
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|       | a | General.                                                 | 6 |
|       | \ |                                                          | 0 |
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|       | b | Participation of Subrecipients.                          | 6 |
|       | \ |                                                          | 0 |
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|       | a | General.                                                 | 6 |
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|       | b | Accessibility.                                           | 6 |
|       | \ |                                                          | 0 |
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+-------+---+----------------------------------------------------------+---+
|       | c | FTA Notice.                                              | 6 |
|       | \ |                                                          | 0 |
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|       | t |                                                          |   |
|       | r |                                                          |   |
|       | u |                                                          |   |
|       | c |                                                          |   |
|       | t |                                                          |   |
|       | u |                                                          |   |
|       | r |                                                          |   |
|       | e |                                                          |   |
|       | B |                                                          |   |
|       | a |                                                          |   |
|       | n |                                                          |   |
|       | k |                                                          |   |
|       | P |                                                          |   |
|       | r |                                                          |   |
|       | o |                                                          |   |
|       | j |                                                          |   |
|       | e |                                                          |   |
|       | c |                                                          |   |
|       | t |                                                          |   |
|       | s |                                                          |   |
|       | . |                                                          |   |
|       | * |                                                          |   |
|       | * |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | a | General.                                                 | 6 |
|       | \ |                                                          | 1 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | b | Limitations on Accessing Federal Assistance in the       | 6 |
|       | \ | Transit Account.                                         | 1 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
| **Se  | * |                                                          | 6 |
| ction | * |                                                          | 1 |
| 48.** | S |                                                          |   |
|       | p |                                                          |   |
|       | e |                                                          |   |
|       | c |                                                          |   |
|       | i |                                                          |   |
|       | a |                                                          |   |
|       | l |                                                          |   |
|       | P |                                                          |   |
|       | r |                                                          |   |
|       | o |                                                          |   |
|       | v |                                                          |   |
|       | i |                                                          |   |
|       | s |                                                          |   |
|       | i |                                                          |   |
|       | o |                                                          |   |
|       | n |                                                          |   |
|       | s |                                                          |   |
|       | f |                                                          |   |
|       | o |                                                          |   |
|       | r |                                                          |   |
|       | T |                                                          |   |
|       | I |                                                          |   |
|       | F |                                                          |   |
|       | I |                                                          |   |
|       | A |                                                          |   |
|       | P |                                                          |   |
|       | r |                                                          |   |
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|       | s |                                                          |   |
|       | . |                                                          |   |
|       | * |                                                          |   |
|       | * |                                                          |   |
+-------+---+----------------------------------------------------------+---+
| **Se  | * |                                                          | 6 |
| ction | * |                                                          | 1 |
| 49.** | D |                                                          |   |
|       | i |                                                          |   |
|       | s |                                                          |   |
|       | p |                                                          |   |
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|       | s |                                                          |   |
|       | , |                                                          |   |
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|       | r |                                                          |   |
|       | O |                                                          |   |
|       | t |                                                          |   |
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|       | r |                                                          |   |
|       | L |                                                          |   |
|       | i |                                                          |   |
|       | t |                                                          |   |
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|       | g |                                                          |   |
|       | a |                                                          |   |
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|       | n |                                                          |   |
|       | . |                                                          |   |
|       | * |                                                          |   |
|       | * |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | a | Notification to FTA.                                     | 6 |
|       | \ |                                                          | 2 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | b | Federal Interest in Recovery.                            | 6 |
|       | \ |                                                          | 2 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | c | Enforcement.                                             | 6 |
|       | \ |                                                          | 2 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | d | FTA Concurrence.                                         | 6 |
|       | \ |                                                          | 2 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | e | Alternative Dispute Resolution.                          | 6 |
|       | \ |                                                          | 2 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
| **Se  | * |                                                          | 6 |
| ction | * |                                                          | 2 |
| 50.** | A |                                                          |   |
|       | m |                                                          |   |
|       | e |                                                          |   |
|       | n |                                                          |   |
|       | d |                                                          |   |
|       | m |                                                          |   |
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|       | r |                                                          |   |
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|       | t |                                                          |   |
|       | . |                                                          |   |
|       | * |                                                          |   |
|       | * |                                                          |   |
+-------+---+----------------------------------------------------------+---+
| **Se  | * |                                                          | 6 |
| ction | * |                                                          | 2 |
| 51.** | F |                                                          |   |
|       | T |                                                          |   |
|       | A |                                                          |   |
|       | \ |                                                          |   |
|       | ' |                                                          |   |
|       | s |                                                          |   |
|       | E |                                                          |   |
|       | l |                                                          |   |
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|       | c |                                                          |   |
|       | t |                                                          |   |
|       | r |                                                          |   |
|       | o |                                                          |   |
|       | n |                                                          |   |
|       | i |                                                          |   |
|       | c |                                                          |   |
|       | M |                                                          |   |
|       | a |                                                          |   |
|       | n |                                                          |   |
|       | a |                                                          |   |
|       | g |                                                          |   |
|       | e |                                                          |   |
|       | m |                                                          |   |
|       | e |                                                          |   |
|       | n |                                                          |   |
|       | t |                                                          |   |
|       | S |                                                          |   |
|       | y |                                                          |   |
|       | s |                                                          |   |
|       | t |                                                          |   |
|       | e |                                                          |   |
|       | m |                                                          |   |
|       | . |                                                          |   |
|       | * |                                                          |   |
|       | * |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | a | Recipient Use.                                           | 6 |
|       | \ |                                                          | 2 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
|       | b | TEAM System Terminology.                                 | 6 |
|       | \ |                                                          | 2 |
|       | . |                                                          |   |
+-------+---+----------------------------------------------------------+---+
| **Se  | * |                                                          | 6 |
| ction | * |                                                          | 3 |
| 52.** | I |                                                          |   |
|       | n |                                                          |   |
|       | f |                                                          |   |
|       | o |                                                          |   |
|       | r |                                                          |   |
|       | m |                                                          |   |
|       | a |                                                          |   |
|       | t |                                                          |   |
|       | i |                                                          |   |
|       | o |                                                          |   |
|       | n |                                                          |   |
|       | O |                                                          |   |
|       | b |                                                          |   |
|       | t |                                                          |   |
|       | a |                                                          |   |
|       | i |                                                          |   |
|       | n |                                                          |   |
|       | e |                                                          |   |
|       | d |                                                          |   |
|       | T |                                                          |   |
|       | h |                                                          |   |
|       | r |                                                          |   |
|       | o |                                                          |   |
|       | u |                                                          |   |
|       | g |                                                          |   |
|       | h |                                                          |   |
|       | I |                                                          |   |
|       | n |                                                          |   |
|       | t |                                                          |   |
|       | e |                                                          |   |
|       | r |                                                          |   |
|       | n |                                                          |   |
|       | e |                                                          |   |
|       | t |                                                          |   |
|       | L |                                                          |   |
|       | i |                                                          |   |
|       | n |                                                          |   |
|       | k |                                                          |   |
|       | s |                                                          |   |
|       | . |                                                          |   |
|       | * |                                                          |   |
|       | * |                                                          |   |
+-------+---+----------------------------------------------------------+---+
| **Se  | * |                                                          | 6 |
| ction | * |                                                          | 3 |
| 53.** | S |                                                          |   |
|       | e |                                                          |   |
|       | v |                                                          |   |
|       | e |                                                          |   |
|       | r |                                                          |   |
|       | a |                                                          |   |
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|       | i |                                                          |   |
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|       | y |                                                          |   |
|       | . |                                                          |   |
|       | * |                                                          |   |
|       | * |                                                          |   |
+-------+---+----------------------------------------------------------+---+

UNITED STATES DEPARTMENT OF TRANSPORTATION

FEDERAL TRANSIT ADMINISTRATION

MASTER AGREEMENT

This is the official Master Agreement containing standard terms and
conditions governing the administration of a Project supported with
Federal assistance awarded by the Federal Transit Administration (FTA)
through a Grant Agreement or Cooperative Agreement with the Recipient,
or supported by FTA through a Transportation Infrastructure Loan, Loan
Guarantee, or Line of Credit with the Recipient. This Master Agreement
applies to Federal assistance authorized by Federal public
transportation laws codified at 49 U.S.C. chapter 53; Title 23, United
States Code (Highways); the Safe, Accountable, Flexible, Efficient
Transportation Equity Act: A Legacy for Users (SAFETEA‑LU), Pub. L. 109
‑59, Aug. 10, 2005; the Transportation Equity Act for the 21^st^ Century
(TEA‑21), Pub. L. 105‑178, June 9, 1998, as amended, or other Federal
legislation FTA administers to the extent FTA so determines.

FTA and the Recipient understand and agree that not every provision of
this Master Agreement will apply to every Recipient or every Project for
which FTA provides Federal assistance through a Grant Agreement or
Cooperative Agreement. The type of Project, the Federal laws and
regulations authorizing Federal assistance for the Project, and the
legal status of the Recipient as a "State," "local government," private
non‑profit entity, or private for‑profit entity will determine which
Federal laws, regulations, and directives apply. Federal laws,
regulations, and directives that do not apply will not be enforced.
Nevertheless, the Recipient understands and agrees that it must comply
with all applicable Federal laws, regulations, and directives, except to
the extent that FTA determines otherwise in writing. Any violation of a
Federal law, regulation, or directive applicable to the Recipient or its
Project may result in penalties to the violating party.

This Master Agreement does not have an Expiration Date. The provisions
of this Master Agreement will continue to apply to the Project unless or
until modified or superseded by subsequent Federal laws, regulations, or
directives, or subsequent Grant Agreements, Cooperative Agreements, or
Master Agreements.

Thus, in consideration of the mutual covenants, promises, and
representations herein, FTA and the Recipient agree as follows:

**Section 1. Definitions.**

a\. [Application]{.underline} means the signed and dated request for
Federal assistance, including any amendment thereto, with all
explanatory, supporting, and supplementary documents filed with FTA by
or on behalf of the Recipient and accepted or approved by FTA.

b\. [Approval, Authorization, Concurrence, Waiver]{.underline} means a
conscious written statement (transmitted in typewritten hard copy or
electronically) of a Federal Government official authorized to permit
the Recipient to take or omit an action required by the Grant Agreement
or Cooperative Agreement for the Project, or this Master Agreement,
which action may not be taken or omitted without such permission. Unless
FTA determines otherwise in writing, such approval, authorization,
concurrence, or waiver permitting the performance or omission of a
specific action does not constitute permission to perform or omit other
similar actions. An oral permission or interpretation has no legal force
or effect.

c\. [Approved Project Budget]{.underline} means the most recent
statement of the costs of the Project, the maximum amount of Federal
assistance for which the Recipient is currently eligible, the specific
tasks (including specific contingencies) covered, and the estimated cost
of each task that has been approved by FTA. As used in the \"Approved
Project Budget,\" the term \"Scopes\" means categories and the term
\"Scope Level Codes\" means category codes. Although \"Scopes\" and
\"Scope Level Codes\" generally indicate the type of activities
encompassed by the Project, the data listed under \"Scopes\" and \"Scope
Level Codes\" (for example), do not necessarily reflect, and are not
intended to be treated as, prima facie evidence of the precise limits or
boundaries of a Project, unless FTA determines otherwise in writing. FTA
reserves the right to consider other information in determining what
constitutes the \"Scope of the Project\" when that term is used for
legal purposes.

d\. [Cooperative Agreement]{.underline} means an instrument by which FTA
awards Federal assistance to a specific Recipient to support a
particular Project in which FTA takes an active role or retains
substantial control, as set forth in 31 U.S.C. § 6305. The Cooperative
Agreement consists of the FTA Award establishing the specific parameters
of the Project, an Execution statement signed by the Recipient, and may
include Special Conditions, Special Requirements, or Special Provisions.
This Master Agreement is incorporated by reference and made part of the
Cooperative Agreement.

e\. [Federal Directive]{.underline}, for purposes of this Master
Agreement, includes any Executive Order of the President of the United
States, and any Federal document, irrespective of whether it takes the
form of a published policy, administrative practice, circular,
guideline, guidance document, or letter signed by the head of a Federal
agency or his or her designee, that provides instructions about a
Federal program, including application processing procedures, program
management, or other similar matters. The term "Federal Directive"
encompasses "FTA Directives," "U.S. DOT Directives," and similar
documents issued by other agencies of the Federal Government.

f\. [Federal Government]{.underline} means the United States of America
and any executive department or agency thereof.

g\. [Federal Transit Administration]{.underline} designates the former
Urban Mass Transportation Administration. Any reference in any law, map,
regulation, document, paper, or other record of the United States to the
Urban Mass Transportation Administration is deemed a reference to the
Federal Transit Administration.

j\. [Federal Transit Administrator]{.underline} designates the former
Urban Mass Transportation Administrator. Any reference in any law, map,
regulation, document, paper, or other record of the United States to the
Urban Mass Transportation Administrator is deemed a reference to the
Federal Transit Administrator.

i\. [FTA]{.underline} is the acronym for the Federal Transit
Administration, an operating administration of the U.S. Department of
Transportation (U.S. DOT). "FTA" replaces the acronym "UMTA."

j\. [Grant Agreement]{.underline} means the instrument by which FTA
awards Federal assistance to a specific Recipient to support a
particular Project in which FTA does not take an active role or retain
substantial control, as set forth in 31 U.S.C. § 6304. The Grant
Agreement consists of the FTA Award establishing the specific parameters
of the Project, an Execution statement signed by the Recipient, and may
include Special Conditions, Special Requirements, or Special Provisions.
This Master Agreement is incorporated by reference and made part of the
Grant Agreement.

k\. [Local Government]{.underline} includes a public transportation
authority, as well as a county, municipality, city, town, township,
special district, council of governments, public corporation, board, or
commission established under the laws of a State (whether or not
incorporated as a private nonprofit organization under State law),
regional or interstate government entity, Indian tribe, or any agency or
instrumentality thereof.

l\. [Project]{.underline} means the activity or activities (task or
tasks) listed in Project Description, the Approved Project Budget, and
any modifications set forth in the Conditions of Award in the Grant
Agreement or Cooperative Agreement for the Project, and any other
Special Conditions, Special Requirements, or Special Provisions
applicable to the Project. To the extent that a Recipient is required by
any provision of 49 U.S.C. chapter 53 to prepare a "Program of
Projects," for purposes of this Master Agreement, the term \"Project\"
encompasses both \"Program\" and \"each Project within the Program,\" as
the context may require. For a Loan, Loan Guarantee, or Line of Credit
financed with Federal assistance authorized under the Transportation
Infrastructure Finance and Innovation Act of 1998, as amended, 23 U.S.C.
§§ 601 through 609, \"Project\" means the transportation activities
financed by that Loan, Loan Guarantee, or Line of Credit. For purposes
of legal interpretations and other matters, FTA reserves the right to
consider information apart from data listed in FTA's electronic
management system under \"Scopes\" and \"Scope Level Codes\" of the
\"Approved Project Budget\" to determine what constitutes the Scope of
the Project or eligible project activities.

m\. [Public Transportation]{.underline} means transportation by a
conveyance that provides regular and continuing general or special
transportation to the public, but does not include schoolbus, charter,
or intercity bus transportation or intercity passenger rail
transportation provided by the entity described in 49 U.S.C. chapter 243
(Amtrak or a successor to Amtrak). The term "public transportation" also
includes "mass transportation" and "transit."

n\. [Recipient]{.underline} means the entity that receives Federal
assistance directly from FTA to support the Project. The term
\"Recipient\" includes each FTA \"Grantee\" that receives Federal
assistance directly from FTA through a Grant and each FTA Recipient that
receives Federal assistance directly from FTA through a Cooperative
Agreement. Even if a single organization within a legal entity is
designated the Recipient in the Grant Agreement or Cooperative
Agreement, the entire legal entity is the Recipient, unless FTA has
determined otherwise in writing. Thus absent FTA's written determination
to the contrary, if the Recipient is a consortium, partnership, or other
multi-party entity, each participant in, member of, or party to that
consortium, partnership, or multi-party entity is deemed a \"Recipient\"
for purposes of compliance with applicable requirements of the Grant
Agreement or Cooperative Agreement for its Project.

o\. [Subagreement]{.underline} means an agreement through which a
Recipient awards Federal assistance derived from FTA to a subrecipient
as defined below. The term \"subagreement\" also includes the term
\"subgrant,\" but does not include the term \"third party subcontract.\"

p\. [Subrecipient]{.underline} means any entity that receives Federal
assistance awarded by an FTA Recipient, rather than by FTA directly. The
term \"subrecipient\" also includes the term \"subgrantee,\" but does
not include \"third party contractor\" or \"third party subcontractor.\"

q\. [Third Party Contract]{.underline} means a contract or purchase
order awarded by the Recipient or subrecipient to a vendor or
contractor, financed in whole or in part with Federal assistance awarded
by FTA.

r\. [Third Party Subcontract]{.underline} means a subcontract at any
tier financed in whole or in part with Federal assistance originally
derived from FTA that is entered into by the third party contractor or
third party subcontractor.

s\. [U.S. DOT]{.underline} is the acronym for the United States
Department of Transportation, including its operating administrations.

**Section 2. Project Implementation.**

a\. [General]{.underline}. The Recipient agrees to carry out the Project
as follows:

\(1\) [Project Description]{.underline}. Because the \"Project
Description\" in the FTA Award section of the Grant Agreement or
Cooperative Agreement provides a brief description of the Project or
Projects to be funded, the Recipient agrees to perform the work as
described in the "Project Description" and in its Application that is
incorporated by reference in the approved Grant Agreement or Cooperative
Agreement for the Project.

\(2\) [Effective Date]{.underline}. The effective date of the Grant
Agreement, Cooperative Agreement, or Amendment thereto is the date on
which the FTA Authorized Official awards Federal assistance as shown on
the Grant Agreement, Cooperative Agreement, or Amendment thereto. The
Recipient agrees to commence Project work promptly after receiving
notice that FTA has awarded Federal assistance for the Project.

\(3\) [Recipient\'s Capacity]{.underline}. The Recipient agrees to
maintain sufficient legal, financial, technical, and managerial
capability to: (1) plan, manage, and complete the Project and provide
for the use of Project property; (2) carry out the safety and security
aspects of the Project and (3) comply with the terms of the Grant
Agreement or Cooperative Agreement providing Federal assistance for the
Project, this Master Agreement, the Approved Project Budget, the Project
schedules, the Recipient's annual Certifications and Assurances to FTA,
and applicable Federal laws, regulations, and directives, except to the
extent that FTA determines otherwise in writing.

\(4\) [Completion Dates]{.underline}. The Recipient agrees to complete
the Project in a timely manner. Nevertheless, except in the case of a
Full Funding Grant Agreement or as otherwise specified, milestone dates
and other Project completion dates are to be treated as good faith
estimates rather than precise and firm legal requirements.

b\. [U.S. DOT Administrative Requirements]{.underline}. The Recipient
agrees to comply with the Federal administrative requirements that apply
to the category in which it belongs:

\(1\) U.S. DOT regulations, \"Uniform Administrative Requirements for
Grants and Cooperative Agreements to State and Local Governments,\"
49 C.F.R. Part 18, apply to a Recipient that is a State, local, or
Indian tribal government.

\(2\) U.S. DOT regulations, \"Uniform Administrative Requirements for
Grants and Agreements with Institutions of Higher Education, Hospitals,
and Other Non‑Profit Organizations,\" 49 C.F.R. Part 19, apply to a
Recipient that is an institution of higher education or a nonprofit
organization.

\(3\) Unless FTA determines otherwise in writing, U.S. DOT regulations,
\"Uniform Administrative Requirements for Grants and Agreements with
Institutions of Higher Education, Hospitals, and Other Non‑profit
Organizations,\" 49 C.F.R. Part 19, apply to a Recipient that is a
private for‑profit organization.

c\. [Application of Federal, State, and Local Laws, Regulations, and
Directives]{.underline}.

\(1\) [Federal Laws, Regulations, and Directives]{.underline}. The
Recipient agrees that Federal laws and regulations control Project award
and implementation. The Recipient also agrees that Federal directives,
as defined in this Master Agreement, set forth Federal terms applicable
to the Project, except to the extent that FTA determines otherwise in
writing. Thus, FTA strongly encourages adherence to applicable Federal
directives. The Recipient understands and agrees that unless FTA has
provided express written approval of an alternative procedure or course
of action differing from a procedure or course of action set forth in
the applicable Federal directive, the Recipient may incur a violation of
the terms of its Grant Agreement or Cooperative Agreement if it
implements an alternative procedure or course of action not approved by
FTA.

The Recipient understands and agrees that Federal laws, regulations, and
directives applicable to the Project and to the Applicant on the date on
which the FTA Authorized Official awards Federal assistance for the
Project may be modified from time to time. In particular, new Federal
laws, regulations, and directives may become effective after the date on
which the Recipient executes the Grant Agreement or Cooperative
Agreement for the Project, and might apply to that Grant Agreement or
Cooperative Agreement. The Recipient agrees that the most recent of such
Federal laws, regulations, and directives will govern the administration
of the Project at any particular time, except to the extent that FTA
determines otherwise in writing.

FTA\'s written determination may take the form of a Special Condition,
Special Requirement, Special Provision, or Condition of Award within the
Grant Agreement or Cooperative Agreement for the Project, a change to an
FTA directive, or a letter to the Recipient signed by the Federal
Transit Administrator or his or her duly authorized designed, the text
of which modifies or otherwise conditions a specific provision of the
Grant Agreement or Cooperative Agreement for the Project or this Master
Agreement. To accommodate changing Federal requirements, the Recipient
agrees to include in each agreement with each subrecipient and each
third party contract implementing the Project notice that Federal laws,
regulations, and directives may change and that the changed requirements
will apply to the Project, except to the extent that FTA determines
otherwise in writing. All standards or limits in the Grant Agreement or
Cooperative Agreement for the Project, and in this Master Agreement are
minimum requirements, unless modified by FTA.

\(2\) [State, Territorial, and Local Law]{.underline}. Should a Federal
law pre‑empt a State, territorial, or local law, regulation, or
ordinance, the Recipient must comply with the Federal law. Nevertheless,
no provision of the Grant Agreement or Cooperative Agreement for the
Project, or this Master Agreement requires the Recipient to observe or
enforce compliance with any provision, perform any other act, or do any
other thing in contravention of State, territorial, or local law,
regulation, or ordinance. Thus if compliance with any provision of the
Grant Agreement or Cooperative Agreement for the Project, or this Master
Agreement violates or would require the Recipient to violate any State,
territorial, or local law, regulation, or ordinance, the Recipient
agrees to notify FTA immediately in writing. Should this occur, FTA and
the Recipient agree that they will make appropriate arrangements to
proceed with or, if necessary, terminate the Project expeditiously.

d\. [Recipient\'s Primary Responsibility to Comply with Federal
Requirements]{.underline}. Irrespective of involvement by any other
participant in the Project, the Recipient agrees that it, rather than
the participant, is ultimately responsible for compliance with all
applicable Federal laws, regulations, and directives, this Master
Agreement, and the underlying Grant Agreement or Cooperative Agreement
for the Project, except to the extent that FTA determines otherwise in
writing.

\(1\) [Significant Participation by a Third Party
Contractor]{.underline}. Although the Recipient may enter into a third
party contract in which the third party contractor agrees to provide
property or services in support of the Project, or even carry out
Project activities normally performed by the Recipient (such as in a
turnkey contract), the Recipient agrees that it, rather than the third
party contractor, is ultimately responsible to FTA for compliance with
all applicable Federal laws, regulations, and directives, except to the
extent that FTA determines otherwise in writing.

\(2\) [Significant Participation by a Subrecipient]{.underline}.
Although the Recipient may delegate any or almost all Project
responsibilities to one or more subrecipients, the Recipient agrees that
it, rather than the subrecipient, is ultimately responsible for
compliance with all applicable Federal laws, regulations, and
directives, except to the extent that FTA determines otherwise in
writing.

\(3\) [Exceptions]{.underline}. The Recipient, however, is relieved of
the requirement to comply with Federal requirements in the following two
circumstances:

\(a\) When the Designated Recipient of Urbanized Area Formula Program
assistance as defined at 49 U.S.C. § 5307(a)(2) has entered into a
Supplemental Agreement with FTA and a Grantee covering the Project, the
Designated Recipient is not responsible for compliance with Federal
requirements in connection with the Project, or

\(b\) When the Federal Government, through appropriate official action,
relieves the Recipient of a portion of or all responsibility to the
Federal Government.

e\. [Recipient\'s Responsibility to Extend Federal Requirements to Other
Entities]{.underline}.

\(1\) [Entities Affected]{.underline}. Only entities that are
signatories to the Grant Agreement or Cooperative Agreement for the
Project are parties to that agreement. To achieve compliance with
certain Federal laws, regulations, or directives, however, other Project
participants, such as subrecipients and third party contractors, will
necessarily be involved. Accordingly, the Recipient agrees to take the
appropriate measures necessary to ensure that all Project participants
comply with applicable Federal laws, regulations, and directives
affecting their performance, except to the extent FTA determines
otherwise in writing.

\(2\) [Documents Affected]{.underline}. The applicability provisions of
Federal laws, regulations, and directives determine the extent to which
their provisions affect a Project participant. Thus, the Recipient
agrees to include adequate provisions to ensure that each Project
participant complies with those Federal laws, regulations, and
directives, except to the extent that FTA determines otherwise in
writing. In addition, the Recipient also agrees to require its third
party contractors and subrecipients to include adequate provisions to
ensure compliance with applicable Federal laws, regulations, and
directives in each lower tier subcontract and subagreement for the
Project, except to the extent that FTA determines otherwise in writing.
Additional requirements include the following:

\(a\) [Third Party Contracts]{.underline}. Because Project activities
performed by a third party contractor must comply with all applicable
Federal laws, regulations, and directives, except to the extent FTA
determines otherwise in writing, the Recipient agrees to include
appropriate clauses in each third party contract stating the third party
contractor\'s responsibilities under Federal laws, regulations, and
directives, including any provisions directing the third party
contractor to extend applicable requirements to its subcontractors at
the lowest tier necessary. When the third party contract requires the
third party contractor to undertake responsibilities for the Project
usually performed by the Recipient, the Recipient agrees to include in
that third party contract those requirements applicable to the Recipient
imposed by the Grant Agreement or Cooperative Agreement for the Project
or this Master Agreement and extend those requirements throughout each
tier except as FTA determines otherwise in writing. Additional guidance
pertaining to third party contracting is contained in the FTA's "Best
Practices Procurement Manual." FTA cautions, however, that its "Best
Practices Procurement Manual" focuses mainly on third party procurement
processes and may omit certain other Federal requirements applicable to
the work to be performed.

\(b\) [Subagreements]{.underline}. Because Project activities performed
by a subrecipient must comply with all applicable Federal laws,
regulations, and directives except to the extent that FTA determines
otherwise in writing, the Recipient agrees as follows:

\(1\) [Written Subagreement]{.underline}. The Recipient agrees to enter
into a written agreement with each subrecipient (subagreement) stating
the terms and conditions of assistance by which the Project will be
undertaken and completed.

\(2\) [Compliance with Federal Requirements]{.underline}. The Recipient
agrees to implement the Project in a manner that will not compromise the
Recipient's compliance with Federal laws, regulations, and directives
applicable to the Project and the Recipient's obligations under the
Grant Agreement or Cooperative Agreement for the Project and this Master
Agreement. Therefore, the Recipient agrees to include in each
subagreement appropriate clauses directing the subrecipient to comply
with those requirements applicable to the Recipient imposed by the Grant
Agreement or Cooperative Agreement for the Project or this Master
Agreement and extend those requirements as necessary to any lower level
subagreement or any third party contractor at each tier, except as FTA
determines otherwise in writing.

f\. [No Federal Government Obligations to Third Parties]{.underline}. In
connection with performance of the Project, the Recipient agrees that,
absent the Federal Government\'s express written consent, the Federal
Government shall not be subject to any obligations or liabilities to any
subrecipient, third party contractor, or other person or entity that is
not a party to the Grant Agreement or Cooperative Agreement for the
Project. Notwithstanding that the Federal Government may have concurred
in or approved any solicitation, subagreement, or third party contract,
the Federal Government has no obligations or liabilities to such entity,
including any subrecipient or third party contractor.

g\. [Changes in Project Performance (*i.e.*, Disputes, Breaches,
Defaults, or Litigation)]{.underline}. The Recipient agrees to notify
FTA immediately, in writing, of any change in local law, conditions
(including its legal, financial, or technical capacity), or any other
event that may adversely affect the Recipient\'s ability to perform the
Project as provided in the Grant Agreement or Cooperative Agreement for
the Project and this Master Agreement. The Recipient also agrees to
notify FTA immediately, in writing, of any current or prospective major
dispute, breach, default, or litigation that may adversely affect the
Federal Government\'s interests in the Project or the Federal
Government\'s administration or enforcement of Federal laws or
regulations; and agrees to inform FTA, also in writing, before naming
the Federal Government as a party to litigation for any reason, in any
forum. At a minimum, the Recipient agrees to send each notice to FTA
required by this subsection to the FTA Regional Counsel within whose
Region the grantee operates its public transportation system.

**Section 3. Ethics.**

a\. [Code of Ethics]{.underline}. The Recipient agrees to maintain a
written code or standards of conduct that shall govern the actions of
its officers, employees, board members, or agents engaged in the award
or administration of third party contracts or subagreements financed
with Federal assistance. The Recipient agrees that its code or standards
of conduct shall specify that its officers, employees, board members, or
agents may neither solicit nor accept gratuities, favors, or anything of
monetary value from any present or potential third party contractor at
any tier or subrecipient at any tier or agent thereof. Such a conflict
would arise when an employee, officer, board member, or agent, including
any member of his or her immediate family, partner, or organization that
employs, or intends to employ, any of the parties listed herein has a
financial interest in the firm selected for award. The Recipient may set
*de minimis* rules where the financial interest is not substantial, or
the gift is an unsolicited item of nominal intrinsic value. The
Recipient agrees that its code or standards shall also prohibit the its
officers, employees, board members, or agents from using their
respective positions in a manner that presents a real or apparent
personal or organizational conflict of interest or personal gain. As
permitted by State or local law or regulations, the Recipient agrees
that its code or standards of conduct shall include penalties,
sanctions, or other disciplinary actions for violations by its officers,
employees, board members, or their agents, or its third party
contractors or subrecipients or their agents.

\(1\) [Personal Conflicts of Interest]{.underline}. The Recipient agrees
that its code or standards of conduct shall prohibit the Recipient\'s
employees, officers, board members, or agents from participating in the
selection, award, or administration of any third party contract or
subagreement supported by Federal assistance if a real or apparent
conflict of interest would be involved. Such a conflict would arise when
an employee, officer, board member, or agent, including any member of
his or her immediate family, partner, or organization that employs, or
intends to employ, any of the parties listed herein has a financial
interest in the firm selected for award.

\(2\) [Organizational Conflicts of Interest]{.underline}. The Recipient
agrees that its code or standards of conduct shall include procedures
for identifying and preventing real and apparent organizational
conflicts of interest. An organizational conflict of interest exists
when the nature of the work to be performed under a proposed third party
contract or subagreement may, without some restrictions on future
activities, result in an unfair competitive advantage to the third party
contractor or subrecipient or impair its objectivity in performing the
contract work.

b\. [Debarment and Suspension]{.underline}. The Recipient agrees to
comply, and assures the compliance of each third party contractor and
subrecipient at any tier, with Executive Orders Nos. 12549 and 12689,
\"Debarment and Suspension,\" 31 U.S.C. § 6101 note, and U.S. DOT
regulations, \"Governmentwide Debarment and Suspension
(Nonprocurement),\" 49 C.F.R. Part 29. The Recipient agrees to, and
assures that its third party contractors and subrecipients will, review
the Excluded Parties Listing System at http://epls.arnet.gov/ before
entering into any contracts.

c\. [Bonus or Commission]{.underline}. The Recipient affirms that it has
not paid, and agrees not to pay, any bonus or commission to obtain
approval of its Federal assistance application for the Project.

d\. [Lobbying Restrictions]{.underline}. The Recipient agrees that:

\(1\) It will comply, and will assure the compliance of each third party
contractor at any tier and each subrecipient at any tier, with U.S. DOT
regulations, \"New Restrictions on Lobbying,\" 49 C.F.R. Part 20,
modified as necessary by 31 U.S.C. § 1352, and

\(2\) To the extent applicable, it will comply with Federal laws and
regulations prohibiting the use of Federal assistance for activities
designed to influence Congress or a State legislature with respect to
legislation or appropriations, except through proper, official channels.

e\. [Employee Political Activity]{.underline}. To the extent applicable,
the Recipient agrees to comply with the provisions of the Hatch Act,
5 U.S.C. §§ 1501 through 1508, and 7324 through 7326, and U.S. Office of
Personnel Management regulations, \"Political Activity of State or Local
Officers or Employees,\" 5 C.F.R. Part 151. The Hatch Act limits the
political activities of State and local agencies and their officers and
employees, whose principal employment activities are financed in whole
or part with Federal funds including a Federal grant, cooperative
agreement, or loan. Nevertheless, in accordance with 49 U.S.C.
§ 5307(k)(2)(B) and 23 U.S.C. § 142(g), the Hatch Act does not apply to
a nonsupervisory employee of a public transportation system (or of any
other agency or entity performing related functions) receiving FTA
assistance to whom the Hatch Act would not otherwise apply.

f\. [False or Fraudulent Statements or Claims]{.underline}. The
Recipient acknowledges and agrees that:

\(1\) [Civil Fraud]{.underline}. The Program Fraud Civil Remedies Act of
1986, as amended, 31 U.S.C. §§ 3801 *et seq*., and U.S. DOT regulations,
\"Program Fraud Civil Remedies,\" 49 C.F.R. Part 31, apply to its
activities in connection with the Project. By executing the Grant
Agreement or Cooperative Agreement for the Project, the Recipient
certifies or affirms the truthfulness and accuracy of each statement it
has made, it makes, or it may make in connection with the Project. In
addition to other penalties that may apply, the Recipient also
understands that if it makes a false, fictitious, or fraudulent claim,
statement, submission, certification, assurance, or representation to
the Federal Government concerning the Project, the Federal Government
reserves the right to impose on the Recipient the penalties of the
Program Fraud Civil Remedies Act of 1986, as amended, to the extent the
Federal Government deems appropriate.

\(2\) [Criminal Fraud]{.underline}. If the Recipient makes a false,
fictitious, or fraudulent claim, statement, submission, certification,
assurance, or representation to the Federal Government or includes a
false, fictitious, or fraudulent statement or representation in any
agreement with the Federal Government in connection with a Project
authorized under 49 U.S.C. chapter  53 or any other Federal law, the
Federal Government reserves the right to impose on the Recipient the
penalties of 49 U.S.C. § 5323(l), 18 U.S.C. § 1001 or other applicable
Federal law to the extent the Federal Government deems appropriate.

**Section 4. Federal Assistance.**

The Recipient agrees that FTA will provide Federal assistance for the
Project equal to the smallest of the following amounts: (a) the maximum
amount permitted by Federal law or regulations, (b) the \"Maximum FTA
Amount Approved,\" set forth in the Grant Agreement or Cooperative
Agreement for the Project, or (c) the amount calculated in accordance
with the \"Maximum Percentage(s) of FTA Participation,\" as may be
modified by the Conditions of Award or other Special Conditions, Special
Requirements, or Special Provisions of the Grant Agreement or
Cooperative Agreement for the Project. FTA\'s responsibility to make
Federal assistance payments is limited to the amounts listed in the
Approved Project Budget for the Project. The \"Estimated Total Eligible
Cost\" in the Grant Agreement or Cooperative Agreement for the Project
is the basis on which FTA determines the \"Maximum FTA Amount Awarded.\"

a\. [\"Net Project Cost\"]{.underline}. For any Project required by
Federal law or FTA to be financed on the basis of its \"Net Project
Cost\" as defined by 49 U.S.C. § 5302(a)(8), FTA intends to provide
Federal assistance to the Recipient for that portion of the Project that
cannot reasonably be financed from the Recipient\'s revenues*, i.e*.,
\"Net Project Cost\" of the Project. Therefore, the amount stated as the
\"Estimated Total Eligible Cost\" on the Grant Agreement or Cooperative
Agreement is the \"Estimated Net Project Cost\" and forms the basis on
which FTA will calculate the amount of Federal assistance that will be
awarded for the Project.

b\. [Other Basis for FTA Participation]{.underline}. For any Project not
required by Federal law or FTA to be financed on the basis of its \"Net
Project Cost\" as defined by 49 U.S.C. § 5302(a)(8), FTA intends to
provide Federal assistance to the Recipient for all or part of the total
Project cost that is eligible for Federal assistance. Therefore, the
amount stated as the \"Estimated Total Eligible Cost\" on the Grant
Agreement or Cooperative Agreement for the Project forms the basis on
which FTA will calculate the amount of Federal assistance that will be
awarded for the Project.

**Section 5. Local Share.**

A Recipient that is required to provide a local share for the Project
agrees as follows:

a\. [Restrictions on the Source of the Local Share]{.underline}. The
Recipient agrees to provide sufficient funds or approved in‑kind
resources, together with the Federal assistance awarded, that will
assure payment of the actual cost of each Project activity covered by
the Grant Agreement or Cooperative Agreement for the Project. The
Recipient agrees that no local share funds provided will be derived from
receipts from the use of Project facilities or equipment, revenues of
the public transportation system in which such facilities or equipment
are used, or other Federal funds, except as permitted by Federal law or
regulation.

b\. [Duty to Obtain the Local Share]{.underline}. The Recipient agrees
to complete all proceedings necessary to provide the local share of the
Project costs at or before the time the local share is needed for
Project costs, except to the extent that FTA determines otherwise in
writing.

c\. [Prompt Payment of the Local Share]{.underline}. The Recipient
agrees to provide the proportionate amount of the local share promptly
as Project costs are incurred or become due, unless the Federal
Government determines in writing that the local share may be deferred.

d.  [Reduction of the Local Share]{.underline}. The Recipient agrees
    that no refund or reduction of the local share may be made unless,
    at the same time, a refund of the proportional amount of the Federal
    assistance provided is made to the Federal Government.

**Section 6. Approved Project Budget.**

Except to the extent that FTA determines otherwise in writing, the
Recipient agrees as follows: The Recipient agrees to prepare a Project
budget which, upon approval by FTA, is designated the \"Approved Project
Budget.\" The Recipient agrees to incur obligations and make
disbursements of Project funds only as authorized by the latest Approved
Project Budget. The Recipient agrees that the latest Approved Project
Budget is incorporated by reference and made part the underlying Grant
Agreement or Cooperative Agreement for the Project. An amendment to the
Approved Project Budget requires the issuance of a formal amendment to
the Grant Agreement or Cooperative Agreement for the Project, except
that re‑allocation of funds among budget items or fiscal years that does
not increase the total amount of the Federal assistance awarded for the
Project may be made consistent with applicable Federal laws, regulations
and directives. Prior FTA approval is required for transfers of funds
from non‑construction to construction categories or vice versa or when,
in non‑construction grants, cumulative transfers of funds between total
direct cost categories exceed ten (10) percent of the total budget. The
Recipient agrees to obtain prior written approval for any budget
revision that would result in the need for additional funds. The
Recipient agrees that an award of additional Federal assistance will
require a new Approved Project Budget. If the Recipient estimates that
it will have unobligated funds remaining after the end of the
performance period of the Project, the Recipient agrees to report this
to FTA at the earliest possible time and ask for disposition
instructions.

**Section 7. Accounting Records.**

In compliance with applicable Federal laws, regulations, and directives,
and except to the extent that FTA determines otherwise in writing, the
Recipient agrees as follows:

a\. [Project Accounts]{.underline}. The Recipient agrees to establish
and maintain for the Project either a separate set of accounts, or
separate accounts within the framework of an established accounting
system, that can be identified with the Project. The Recipient also
agrees to maintain all checks, payrolls, invoices, contracts, vouchers,
orders, or other accounting documents related in whole or in part to the
Project so that they may be clearly identified, readily accessible, and
available to FTA upon its request and, to the extent feasible, kept
separate from documents not related to the Project.

b\. [Funds Received or Made Available for the Project]{.underline}. The
Recipient agrees to deposit in a financial institution all advance
Project payments it receives from the Federal Government and to record
in the Project Account all amounts provided by the Federal Government
for the Project and all other funds provided for, accruing to, or
otherwise received on account of the Project (Project funds) in
compliance with applicable Federal laws, regulations, and directives,
except to the extent that FTA determines otherwise in writing. Use of
financial institutions owned at least fifty (50) percent by minority
group members is encouraged.

c\. [Documentation of Project Costs and Program Income]{.underline}. The
Recipient agrees to support all costs charged to the Project, including
any approved services or property contributed by the Recipient or
others, with properly executed payrolls, time records, invoices,
contracts, or vouchers describing in detail the nature and propriety of
the charges. The Recipient also agrees to maintain accurate records of
all program income derived from Project implementation, except certain
income FTA determines to be exempt from the general Federal program
income requirements.

d\. [Checks, Orders, and Vouchers]{.underline}. The Recipient agrees
that it will not draw checks, drafts, or orders for property or services
to be charged against the Project Account until it has received and
filed a properly signed voucher describing in proper detail the purpose
for the expenditure.

**Section 8. Reporting, Record Retention, and Access.**

a\. [Types of Reports]{.underline}. The Recipient agrees to submit to
FTA all reports required by Federal laws and regulations, and
directives, the Grant Agreement or Cooperative Agreement for the
Project, and this Master Agreement, except to the extent that FTA
determines otherwise in writing. The Recipient also agrees to submit to
FTA any other reports FTA may require.

b\. [Report Formats]{.underline}. The Recipient agrees that all reports
and other documents or information intended for public availability
developed in the course of the Project and required to be submitted to
FTA must be prepared and submitted in electronic and or typewritten hard
copy formats as FTA may require. Electronic submissions must comply with
the electronic accessibility requirements of Subsections 12.g(9) and
15.u of this Master Agreement. FTA reserves the right to require records
to be submitted in other formats.

c\. [Record Retention]{.underline}. During the course of the Project and
for three years thereafter from the date of transmission of the final
expenditure report, the Recipient agrees to maintain intact and readily
accessible all data, documents, reports, records, contracts, and
supporting materials relating to the Project as the Federal Government
may require.

d\. [Access to Records of Recipients and Subrecipients]{.underline}. The
Recipient agrees to permit, and require its subrecipients to permit, the
U.S. Secretary of Transportation, the Comptroller General of the United
States, and, to the extent appropriate, the State, or their authorized
representatives, upon their request to inspect all Project work,
materials, payrolls, and other data, and to audit the books, records,
and accounts of the Recipient and its subrecipients pertaining to the
Project, as required by 49 U.S.C. § 5325(g).

e\. [Project Closeout]{.underline}. The Recipient agrees that Project
closeout does not alter the reporting and record retention requirements
of this Section 8 of the Master Agreement.

**Section 9. Payments.**

The Recipient agrees that it will not seek payment from FTA for Project
costs until it has executed the Grant Agreement or Cooperative Agreement
for the Project.

a\. [Recipient\'s Request for Payment]{.underline}. Except to the extent
FTA determines otherwise in writing, to obtain a Federal assistance
payment for the Project from FTA, the Recipient agrees to:

\(1\) Demonstrate or certify that it will provide adequate local funds
that, when combined with Federal payments, will cover all costs to be
incurred for the Project. Unless the Federal Government determines in
writing that the Recipient may defer provision of its local share for
the Project, a Recipient required to provide a local share by Federal
law, regulation, directive, the Grant Agreement or Cooperative Agreement
for the Project agrees that it will not:

\(a\) Request or obtain Federal funds exceeding the amount justified by
the local share previously provided, and

\(b\) Take any action that would cause the proportion of Federal funds
made available to the Project at any time to exceed the percentage
authorized by the Grant Agreement or Cooperative Agreement for the
Project,

\(2\) Submit to FTA all financial and progress reports required to date
by the Grant Agreement or Cooperative Agreement for the Project and this
Master Agreement, and

\(3\) Identify the source(s) of Federal assistance provided for the
Project from which the payment is to be derived.

b\. [Payment by FTA]{.underline}. Except to the extent FTA determines
otherwise in writing, the Recipient agrees that FTA will make all
payments of Federal assistance through the Automated Clearing House
(ACH) method of payment, regardless of the amount involved in accordance
with the following provisions:

\(1\) [Electronic Clearing House Operation Payments]{.underline}. If
payment is made through the FTA Electronic Clearinghouse Operation
(ECHO) using an ECHO Control Number, the Recipient agrees to comply
with: FTA\'s ECHO requirements that implement U.S. Department of
Treasury (U.S. Treasury) Circular 1075, Part 205, \"Withdrawal of Cash
from the Treasury for Advances Under Federal Grants and Other
Programs;\" Treasury Financial Manual, Vol. 1, Part 6, Chapter 2000; the
ECHO System Operations Manual, \"Guidelines for Disbursements\" for FTA
Projects; and the provisions of this Subsection 9.b(1). The Recipient
also agrees that if it fails to comply with the following provisions of
this Subsection 9.b(1), the Federal Government may revoke the unexpended
portion of Federal assistance awarded for the Project.

\(a\) The Recipient agrees to withdraw cash only when actually needed
for immediate disbursement required for Project purposes. Unless
permitted otherwise by Federal law, regulation, or directive, the
Recipient agrees to expend all Federal assistance obtained under the
Project for Project purposes no later than three (3) days after
receiving those funds. If the Recipient fails to expend that Federal
assistance within three (3) days of receipt, fails to return withdrawn
but unexpended Federal assistance to FTA within a reasonable period, or
fails to establish procedures to minimize the time elapsing between cash
advances and the disbursement, the Federal Government may revoke or
temporarily suspend the Recipient\'s ECHO Control Number and the
Recipient\'s access to the ECHO System. In addition, the Recipient
agrees that if it fails to comply with these provisions, it may be
subjected to other remedies or penalties authorized by Federal law or
regulation.

\(b\) The Recipient agrees to report its cash disbursements and balances
promptly in compliance with applicable Federal laws, regulations, and
directives.

\(c\) The Recipient agrees to provide for control and accountability for
all Federal assistance for the Project consistent with Federal
requirements and procedures for use of the ECHO system.

\(d\) The Recipient agrees that it will not withdraw Federal assistance
for a Project in an amount exceeding the sum obligated by the Federal
Government or the current available balance for that Project.

\(e\) The Recipient agrees to withdraw Federal assistance only for
eligible Project costs.

\(f\) The Recipient agrees that it will not withdraw Federal assistance
until needed for disbursement for Project expenses.

\(g\) The Recipient agrees to notify the appropriate Regional or Program
Office when a single withdrawal will exceed \$50,000,000 at least three
days before the withdrawal is anticipated.

\(h\) The Recipient agrees to remit interest to the Federal Government
on any Federal assistance prematurely withdrawal, irrespective of
whether that Federal assistance has been deposited in an
interest-bearing account. The Recipient agrees that a debt for any
premature withdrawal of Federal assistance does not qualify as a
\"claim\" covered by the Debt Collection Act of 1982, as amended,
31 U.S.C. §§ 3701 through 3720, and that the interest provisions of this
Subsection 9.b(1)(h) of this Master Agreement, rather than the interest
provisions of the Debt Collection Act of 1982, as amended, will
determine the amount of interest due on any debt for Federal assistance
prematurely withdrawn. The Recipient agrees that the amount of interest
due to the Federal Government depends on whether the Recipient is a
State or State instrumentality.

[1]{.underline}. A Recipient that is a State or State instrumentality
agrees to remit to the Federal Government the amount of interest
calculated in accordance with U.S. Treasury regulations, \"Rules and
Procedures for Efficient Federal‑State Funds Transfers,\" 31 C.F.R.
Part 205, which implements section 5(b) of the Cash Management
Improvement Act of 1990, as amended, 31 U.S.C. § 6503(b).

[2]{.underline}. A Recipient that is neither a State nor a State
instrumentality agrees to remit to the Federal Government the amount of
prejudgment common law interest, as authorized by joint U.S. Treasury
and U.S. Department of Justice (joint U.S. Treasury/U.S. DOJ)
regulations, "Standards for the Administrative Collection of Claims," at
31 C.F.R. § 901.9(i).

\(2\) [Requisition]{.underline}. If the requisition method of payment is
used, the Recipient agrees as follows:

\(a\) [Recipient Responsibilities]{.underline}. The Recipient agrees to
complete and submit:

[1]{.underline}. \"Payment Information Form -- Echo‑ACH Payment System,
Revised 10/92," to FTA\'s Accounting Division.

[2]{.underline}. Standard Form 270, \"Request for Advance or
Reimbursement,\" to the designated FTA office.

\(b\) [FTA Responsibilities]{.underline}. Upon receiving a request for
payment and adequate supporting information, FTA will approve payment by
direct deposit, provided that the Recipient has complied with the
requirements of the Grant Agreement or Cooperative Agreement for the
Project and this Master Agreement, has satisfied FTA that the Federal
assistance requested is needed for Project purposes in that requisition
period, and is making adequate progress toward Project completion. After
the Recipient has demonstrated satisfactory compliance with the
preceding requirements, FTA may reimburse the Recipient's apparent
allowable costs incurred (or to be incurred in the requisition period),
as set forth in the Approved Project Budget for the Project, but not to
exceed the maximum amount of Federal assistance that may be paid through
the Federal fiscal year of that requisition.

c\. [Costs Reimbursed]{.underline}. The Recipient agrees that Project
costs eligible for Federal participation must comply with all the
following requirements. Except to the extent that FTA determines
otherwise in writing, to be eligible for reimbursement, Project costs
must be:

\(1\) Consistent with the Project Description, the Approved Project
Budget, and other terms of the Grant Agreement or Cooperative Agreement
for the Project and this Master Agreement,

\(2\) Necessary in order to accomplish the Project,

\(3\) Reasonable for the goods or services purchased,

\(4\) Actual net costs to the Recipient (*i.e.*, the price paid minus
any refunds, rebates, or other items of value received by the Recipient
that have the effect of reducing the cost actually incurred, excluding
program income),

\(5\) Incurred for work performed after the Effective Date of the Grant
Agreement or Cooperative Agreement for the Project, unless the Federal
Government determines otherwise in writing,

\(6\) Satisfactorily documented,

\(7\) Treated consistently in accordance with accounting principles and
procedures approved by the Federal Government for the Recipient, and
with accounting principles and procedures approved by the Recipient for
its third party contractors and subrecipients,

\(8\) Eligible for Federal participation under Federal law, regulations,
or directives, and

\(9\) In compliance with U.S. DOT regulations pertaining to allowable
costs at 49 C.F.R. § 18.22(b) or 49 C.F.R. § 19.27, unless otherwise
authorized by Federal law or subsequent Federal regulation. Thus,

\(a\) OMB Circular A‑87, \"Cost Principles for State and Local
Governments,\" Revised, applies to Project costs incurred by a Recipient
that is a State, local, or Indian tribal government.

\(b\) OMB Circular A‑21, \"Cost Principles for Educational
Institutions,\" Revised, applies to Project costs incurred by a
Recipient that is an institution of higher education.

\(c\) OMB Circular A‑122, "Cost Principles for Non‑Profit
Organizations,\" Revised, applies to Project costs incurred by a
Recipient that is a private nonprofit organization.

\(d\) the Federal Acquisition Regulation (FAR), at 48 C.F.R. Chapter I,
Subpart 31.2, \"Contracts with Commercial Organizations\" applies to
Project costs incurred by a Recipient that is a for‑profit organization.

d\. [Bond Interest and Other Financing Costs]{.underline}. To the extent
permitted by Federal law, regulation, or directive, bond interest and
other financing costs are allowable. The Recipient agrees that FTA\'s
participation in Project interest costs will be limited to an amount
that does not exceed the most favorable financing terms reasonably
available for the Project at the time of borrowing, except to the extent
FTA determines otherwise in writing.

e\. [Excluded Costs]{.underline}. The Recipient understands and agrees
that, except to the extent FTA determines otherwise in writing,
ineligible costs will be treated as follows:

\(1\) In determining the amount of Federal assistance FTA will provide,
FTA will exclude:

\(a\) Any Project cost incurred by the Recipient before the Effective
Date of the Grant Agreement, Cooperative Agreement or Amendment thereto,
unless otherwise permitted by Federal law, regulation, or directive;

\(b\) Any cost that is not included in the latest Approved Project
Budget;

\(c\) Any cost for Project property or services received in connection
with a third party contract or subagreement with a subrecipient that
must be approved by FTA, or other arrangement required to be, but has
not been, concurred in or approved in writing by FTA;

(d) Any ordinary governmental or nonproject operating cost, consistent
with the prohibitions of 49 U.S.C. § 5323(h); and

\(e\) Any cost ineligible for FTA participation as provided by
applicable Federal laws, regulations, or directives.

\(2\) The Recipient understands and agrees that payment to the Recipient
for any Project cost does not constitute the Federal Government's final
decision about whether that cost is allowable and eligible for payment
and does not constitute a waiver of any violation by the Recipient of
the terms of the Grant Agreement or Cooperative Agreement for the
Project or this Master Agreement. The Recipient acknowledges that the
Federal Government will not make a final determination about the
allowability and eligibility of any cost until an audit of the Project
has been completed. If the Federal Government determines that the
Recipient is not entitled to receive any portion of the Federal
assistance the Recipient has requested or provided, the Federal
Government will notify the Recipient in writing, stating its reasons.
The Recipient agrees that Project closeout will not alter the
Recipient\'s responsibility to return any funds due the Federal
Government as a result of later refunds, corrections, or other
transactions; nor will Project closeout alter the Federal Government\'s
right to disallow costs and recover funds on the basis of a later audit
or other review. Unless prohibited by Federal law or regulation, the
Federal Government may recover any Federal assistance funds made
available for the Project as necessary to satisfy any outstanding
monetary claims that the Federal Government may have against the
Recipient.

f\. [Federal Claims, Excess Payments, Disallowed Costs, including
Interest]{.underline}.

\(1\) [Recipient\'s Responsibility to Pay]{.underline}. Upon
notification to the Recipient that specific amounts are owed to the
Federal Government, whether for excess payments of Federal assistance,
disallowed costs, or funds recovered from third parties or elsewhere,
the Recipient agrees to remit to the Federal Government promptly the
amounts owed, including applicable interest, penalties and
administrative charges.

\(2\) [Amount of Interest]{.underline}. The Recipient agrees that
whether the amount due the Federal Government is treated as a Federal
claim or is treated as a debt determines how interest is calculated
thereon and becomes due. Thus, Recipient agrees to remit interest to the
Federal Government in accordance with the following:

\(a\) [Federal Claims against the Recipient]{.underline}. For claims
pursuant to the Debt Collection Act of 1982, as amended, 31 U.S.C.
§§ 3701 *et seq.,* the Recipient agrees that the amount of interest owed
to the Federal Government will be determined in accordance with the
provisions of joint U.S. Treasury/U.S. DOJ regulations, \"Standards for
the Administrative Collection of Claims,\" at 31 C.F.R. § 901.9(a)
through (g).

\(b\) [Excess Payments]{.underline}. For excess payments made by the
Federal Government to the Recipient that do not qualify as a "claim" for
purposes of the Debt Collection Act of 1982, as amended, 31 U.S.C.
§§ 3701 *et seq*., the Recipient agrees that the amount of interest owed
to the Federal Government depends on whether the Recipient is a State or
State instrumentality.

[1]{.underline}. A Recipient that is a State or State instrumentality
agrees that interest owed to the Federal Government will be determined
in accordance with U.S. Treasury regulations, \"Rules and Procedures for
Efficient Federal-State Funds Transfers,\" 31 C.F.R. Part 205 that
implement section 5(b) of the Cash Management Improvement Act of 1990,
as amended, 31 U.S.C. § 6503(b).

[2]{.underline}. A Recipient that is neither a State nor a State
instrumentality agrees that common law interest owed to the Federal
Government will be determined in accordance with joint
U.S. Treasury/U.S. DOJ regulations, "Standards for the Administrative
Collection of Claims," at 31 C.F.R. § 901.9(i).

\(c\) [Disallowed Costs]{.underline}. The Recipient agrees that a debt
for a disallowed cost might, in certain cases, qualify as a \"claim\"
for purposes of the Debt Collection Act of 1982, as amended, 31 U.S.C.
§§ 3701 through 3720. Whether or not the disallowed cost qualifies as a
"claim" under that Act, the Recipient agrees to pay either interest and
related charges for disallowed costs as determined by the Federal
Government in accordance with joint U.S. Treasury/U.S. DOJ regulations,
"Standards for the Administrative Collection of Claims," at 31 C.F.R.
§ 901.9(a) through (g) or common law interest authorized by 31 C.F.R.
§ 901.9(i), whichever is applicable.

g\. [De-obligation of Funds]{.underline}. The Recipient agrees that the
Federal Government may de‑obligate unexpended Federal funds before
Project closeout.

**Section 10. Project Completion, Audit, Settlement, and Closeout.**

a\. [Project Completion]{.underline}. Within ninety (90) calendar days
following Project completion or termination by the Federal Government,
the Recipient agrees to submit a final Financial Status Report (either
electronically or on Standard Form 269A), a certification of Project
expenses, and third party audit reports, as applicable.

b\. [Audit of Recipients]{.underline}. Except to the extent the Federal
Government determines otherwise in writing, the Recipient acknowledges
and agrees as follows:

\(1\) [Audit Requirements]{.underline}. The Recipient agrees to have
performed financial and compliance audits required by the Single Audit
Act Amendments of 1996, 31 U.S.C. §§ 7501 *et seq*. As provided by
49 C.F.R. § 19.26, these financial and compliance audits must comply
with the provisions of OMB Circular A‑133, Revised, \"Audits of States,
Local Governments, and Non‑Profit Organizations,\" the latest OMB A‑133
Compliance Supplement for U.S. DOT, and any further revision or
supplement thereto. The Recipient also agrees to obtain any other audits
required by the Federal Government. The Recipient agrees that these
audits will be conducted in accordance with U.S. Government
Accountability Office, (U.S. GAO) "Government Auditing Standards." The
Recipient agrees that Project closeout will not alter the Recipient\'s
audit responsibilities.

\(2\) [Audit Costs]{.underline}. Audit costs for Project administration
and management are allowable to the extent authorized by OMB
Circular A‑87, OMB Circular A‑21, OMB Circular A‑122, or the FAR at
48 C.F.R. Chapter I, Subpart 31.2, whichever is applicable.

c\. [Funds Owed to the Federal Government]{.underline}. The Recipient
agrees to remit to the Federal Government any excess payments made to
the Recipient, any costs disallowed by the Federal Government, and any
amounts recovered by the Recipient from third parties or from other
sources, as well as any penalties and any interest required by
Subsection 9.f(2) of this Master Agreement.

d\. [Project Closeout]{.underline}. Project closeout occurs when FTA
notifies the Recipient that FTA has closed the Project, and either
forwards the final Federal assistance payment or acknowledges that the
Recipient has remitted the proper refund. The Recipient agrees that
Project closeout by FTA does not invalidate any continuing requirements
imposed by the Grant Agreement or Cooperative Agreement for the Project,
this Master Agreement, or the Federal Government\'s final notification
or acknowledgment.

**Section 11. Right of the Federal Government to Terminate.**

Upon written notice, the Recipient agrees that the Federal Government
may suspend or terminate all or any part of the Federal assistance to be
provided if the Recipient has violated the terms of the Grant Agreement
or Cooperative Agreement for the Project including this Master
Agreement, or if the Federal Government determines that the purposes of
the laws authorizing the Project would not be adequately served by the
continuation of Federal assistance for the Project. Any failure to make
reasonable progress on the Project or violation of the Grant Agreement
or Cooperative Agreement for the Project, or this Master Agreement that
endangers substantial performance of the Project shall provide
sufficient grounds for the Federal Government to terminate the Grant
Agreement or Cooperative Agreement for the Project. In general,
termination of Federal assistance for the Project will not invalidate
obligations properly incurred by the Recipient before the termination
date to the extent those obligations cannot be canceled. If, however,
the Federal Government determines that the Recipient has willfully
misused Federal assistance by failing to make adequate progress, failing
to make reasonable and appropriate use of Project property, or failing
to comply with the terms of the Grant Agreement or Cooperative Agreement
for the Project including this Master Agreement, the Federal Government
reserves the right to require the Recipient to refund the entire amount
of Federal assistance provided for the Project or any lesser amount as
the Federal Government may determine. Expiration of any Project time
period established for the Project does not, by itself, constitute an
expiration or termination of the Grant Agreement or Cooperative
Agreement for the Project.

**Section 12. Civil Rights.**

The Recipient agrees to comply with all applicable civil rights laws and
implementing regulations including, but not limited to, the following:

a\. [Nondiscrimination in Federal Public Transportation
Programs]{.underline}. The Recipient agrees to comply, and assures the
compliance of each third party contractor at any tier and each
subrecipient at any tier of the Project, with the provisions of
49 U.S.C. § 5332, which prohibit discrimination on the basis of race,
color, creed, national origin, sex, or age, and prohibits discrimination
in employment or business opportunity.

b\. [Nondiscrimination -- Title VI of the Civil Rights Act]{.underline}.
The Recipient agrees to comply, and assures the compliance of each third
party contractor at any tier and each subrecipient at any tier of the
Project, with all provisions prohibiting discrimination on the basis of
race, color, or national origin of Title VI of the Civil Rights Act
of 1964, as amended, 42 U.S.C. §§ 2000d *et seq*., and with U.S. DOT
regulations, \"Nondiscrimination in Federally-Assisted Programs of the
Department of Transportation -- Effectuation of Title VI of the Civil
Rights Act,\" 49 C.F.R. Part 21. Except to the extent FTA determines
otherwise in writing, the Recipient also agrees to comply with any
applicable implementing Federal directives that may be issued.

c\. [Equal Employment Opportunity]{.underline}. The Recipient agrees to
comply, and assures the compliance of each third party contractor at any
tier of the Project and each subrecipient at any tier of the Project,
with all equal employment opportunity (EEO) provisions of 49 U.S.C.
§ 5332, with Title VII of the Civil Rights Act of 1964, as amended,
42 U.S.C. § 2000e, and implementing Federal regulations and any
subsequent amendments thereto. Except to the extent FTA determines
otherwise in writing, the Recipient also agrees to comply with any
applicable Federal EEO directives that may be issued. Accordingly:

\(1\) [General]{.underline}. The Recipient agrees as follows:

\(a\) The Recipient agrees that it will not discriminate against any
employee or applicant for employment because of race, color, creed, sex,
disability, age, or national origin. The Recipient agrees to take
affirmative action to ensure that applicants are employed and that
employees are treated during employment without regard to their race,
color, creed, sex, disability, age, or national origin. Such action
shall include, but not be limited to, employment, upgrading, demotion or
transfer, recruitment or recruitment advertising, layoff or termination;
rates of pay or other forms of compensation; and selection for training,
including apprenticeship.

\(b\) If the Recipient is required to submit and obtain Federal
Government approval of its EEO program, that EEO program approved by the
Federal Government is incorporated by reference and made part of the
Grant Agreement or Cooperative Agreement for the Project. Failure by the
Recipient to carry out the terms of that EEO program shall be treated as
a violation of the Grant Agreement or Cooperative Agreement. Upon
notification to the Recipient of its failure to carry out the approved
EEO program, the Federal Government may impose such remedies as it
considers appropriate, including termination of Federal assistance in
accordance with Section 11 of this Master Agreement, or other measures
that may affect the Recipient\'s eligibility to obtain future Federal
assistance for transportation Projects.

\(2\) [Equal Employment Opportunity Requirements for Construction
Activities]{.underline}. For activities determined by the
U.S. Department of Labor (U.S. DOL) to qualify as "construction," the
Recipient agrees to comply and assures the compliance of each third
party contractor at any tier or subrecipient at any tier of the Project,
with all applicable equal employment opportunity requirements of
U.S. DOL regulations, \"Office of Federal Contract Compliance Programs,
Equal Employment Opportunity, Department of Labor,\" 41 C.F.R. Parts 60
*et seq.*, which implement Executive Order No. 11246, \"Equal Employment
Opportunity,\" as amended by Executive Order No. 11375, \"Amending
Executive Order No. 11246 Relating to Equal Employment Opportunity,\"
42 U.S.C. § 2000(e) note, and also with any Federal laws, regulations,
and directives affecting construction undertaken as part of the Project.

d\. [Disadvantaged Business Enterprise]{.underline}. To the extent
authorized by Federal law, the Recipient agrees to facilitate
participation by DBEs in the Project and assures that each third party
contractor at any tier of the Project and each subrecipient at any tier
of the Project will facilitate participation by DBEs in the Project to
the extent applicable. Therefore:

\(1\) The Recipient agrees and assures that it will comply with
section 1101(b) of SAFETEA‑LU, 23 U.S.C. § 101 note, and U.S. DOT
regulations, \"Participation by Disadvantaged Business Enterprises in
Department of Transportation Financial Assistance Programs,\" 49 C.F.R.
Part 26.

\(2\) The Recipient agrees and assures that it shall not discriminate on
the basis of race, color, sex, or national origin in the award and
performance of any third party contract, or subagreement supported with
Federal assistance derived from U.S. DOT in the administration of its
DBE program and will comply with the requirements of 49 C.F.R. Part 26.
The Recipient agrees to take all necessary and reasonable steps set
forth in 49 C.F.R. Part 26 to ensure nondiscrimination in the award and
administration of all third party contracts and subagreements supported
with Federal assistance derived from U.S. DOT. As required by 49 C.F.R.
Part 26 and approved by U.S. DOT, the Recipient's DBE program, if any,
is incorporated by reference and made part of the Grant Agreement or
Cooperative Agreement for the Project. The Recipient agrees that
implementation of this DBE program is a legal obligation, and that
failure to carry out that DBE program shall be treated as a violation of
the Grant Agreement or Cooperative Agreement for the Project and the
Master Agreement. Upon notification by U.S. DOT to the Recipient of its
failure to implement its approved DBE program, U.S. DOT may impose
sanctions as provided for under 49 C.F.R. Part 26 and may, in
appropriate cases, refer the matter for enforcement under 18 U.S.C.
§ 1001, and/or the Program Fraud Civil Remedies Act, 31 U.S.C. §§ 3801
*et seq*.

e\. [Nondiscrimination on the Basis of Sex]{.underline}. The Recipient
agrees to comply with all applicable requirements of Title IX of the
Education Amendments of 1972, as amended, 20 U.S.C. §§ 1681 *et seq.*,
and with implementing Federal regulations that prohibit discrimination
on the basis of sex that may be applicable.

f\. [Nondiscrimination on the Basis of Age]{.underline}. The Recipient
agrees to comply with all applicable requirements of the Age
Discrimination Act of 1975, as amended, 42 U.S.C. §§ 6101 *et* *seq*.,
and with implementing regulations, which prohibit employment and other
discrimination against individuals on the basis of age.

g\. [Access for Individuals with Disabilities]{.underline}. The
Recipient agrees to comply with 49 U.S.C. § 5301(d), which states the
Federal policy that elderly individuals and individuals with
disabilities have the same right as other individuals to use public
transportation services and facilities, and that special efforts shall
be made in planning and designing those services and facilities to
implement transportation accessibility rights for elderly individuals
and individuals with disabilities. The Recipient also agrees to comply
with all applicable provisions of section 504 of the Rehabilitation Act
of 1973, as amended, with 29 U.S.C. § 794, which prohibits
discrimination on the basis of disability; with the Americans with
Disabilities Act of 1990 (ADA), as amended, 42 U.S.C. §§ 12101 *et
seq*., which requires that accessible facilities and services be made
available to individuals with disabilities; and with the Architectural
Barriers Act of 1968, as amended, 42 U.S.C. §§ 4151 *et seq*., which
requires that buildings and public accommodations be accessible to
individuals with disabilities. In addition, the Recipient agrees to
comply with applicable Federal regulations and directives and any
subsequent amendments thereto, except to the extent the Federal
Government determines otherwise in writing, as follows:

\(1\) U.S. DOT regulations, \"Transportation Services for Individuals
with Disabilities (ADA),\" 49 C.F.R. Part 37;

\(2\) U.S. DOT regulations, \"Nondiscrimination on the Basis of Handicap
in Programs and Activities Receiving or Benefiting from Federal
Financial Assistance,\" 49 C.F.R. Part 27;

\(3\) Joint U.S. Architectural and Transportation Barriers Compliance
Board (U.S. ATBCB)/U.S. DOT regulations, \"Americans With Disabilities
(ADA) Accessibility Specifications for Transportation Vehicles,\"
36 C.F.R. Part 1192 and 49 C.F.R. Part 38;

\(4\) U.S. DOJ regulations, \"Nondiscrimination on the Basis of
Disability in State and Local Government Services,\" 28 C.F.R. Part 35;

\(5\) U.S. DOJ regulations, \"Nondiscrimination on the Basis of
Disability by Public Accommodations and in Commercial Facilities,\"
28 C.F.R. Part 36;

\(6\) U.S. General Services Administration (U.S. GSA) regulations,
\"Accommodations for the Physically Handicapped,\" 41 C.F.R.
Subpart 101‑19;

\(7\) U.S. Equal Employment Opportunity Commission, \"Regulations to
Implement the Equal Employment Provisions of the Americans with
Disabilities Act,\" 29 C.F.R. Part 1630;

\(8\) U.S. Federal Communications Commission regulations,
\"Telecommunications Relay Services and Related Customer Premises
Equipment for the Hearing and Speech Disabled,\" 47 C.F.R. Part 64,
Subpart F; and

\(9\) U.S. ATBCB regulations, "Electronic and Information Technology
Accessibility Standards," 36 C.F.R. Part 1194;

\(10\) FTA regulations, \"Transportation for Elderly and Handicapped
Persons,\" 49 C.F.R. Part 609; and

(11) Federal civil rights and nondiscrimination directives implementing
the foregoing regulations.

h\. [Drug or Alcohol Abuse‑Confidentiality and Other Civil Rights
Protections]{.underline}. To the extent applicable, the Recipient agrees
to comply with the confidentiality and other civil rights protections of
the Drug Abuse Office and Treatment Act of 1972, as amended, 21 U.S.C.
§§ 1174 *et seq*., with the Comprehensive Alcohol Abuse and Alcoholism
Prevention, Treatment and Rehabilitation Act of 1970, as amended,
42 U.S.C. §§ 4581 *et seq*., and with the Public Health Service Act
of 1912, as amended, 42 U.S.C. §§ 290dd-3 and 290ee-3, and any
subsequent amendments to these acts.

i\. [Access to Services for Persons with Limited English
Proficiency]{.underline}. To the extent applicable and except to the
extent that FTA determines otherwise in writing, the Recipient agrees to
comply with the policies of Executive Order No. 13166, \"Improving
Access to Services for Persons with Limited English Proficiency,\"
42 U.S.C. § 2000d-1 note, and with the provisions of U.S. DOT Notice,
"DOT Guidance to Recipients on Special Language Services to Limited
English Proficient (LEP) Beneficiaries," 66 *Fed. Reg*. 6733 *et seq*.,
January 22, 2001.

j\. [Environmental Justice]{.underline}. The Recipient agrees to comply
with the policies of Executive Order No. 12898, \"Federal Actions to
Address Environmental Justice in Minority Populations and Low-Income
Populations,\" 42 U.S.C. § 4321 note, except to the extent that the
Federal Government determines otherwise in writing.

k\. [Other Nondiscrimination Laws]{.underline}. The Recipient agrees to
comply with all applicable provisions of other Federal laws,
regulations, and directives pertaining to and prohibiting discrimination
that are applicable, except to the extent the Federal Government
determines otherwise in writing.

**Section 13. Planning and Private Enterprise.**

a\. [General]{.underline}. To the extent applicable, the Recipient
agrees to implement the Project in a manner consistent with the plans
developed in compliance with the Federal planning and private enterprise
provisions of the following: (1) 49 U.S.C. §§ 5303, 5304, 5306, and
5323(a)(1); (2) the joint Federal Highway Administration (FHWA)/FTA
document, "Interim Guidance for Implementing Key SAFETEA‑LU Provisions
on Planning, Environment, and Air Quality for Joint FHWA/FTA
Authorities," dated September 2, 2005, and subsequent Federal directives
implementing SAFETEA‑LU, except to the extent FTA determines otherwise
in writing; (3) joint FHWA/FTA regulations, \"Planning Assistance and
Standards," 23 C.F.R. Part 450 and 49 C.F.R. Part 613 to the extent that
those regulations are consistent with the SAFETEA‑LU amendments to
public transportation planning and private enterprise laws, and
subsequent amendments to those regulations that may be promulgated; and
(4) FTA regulations, "Major Capital Investment Projects," 49 C.F.R.
Part 611, to the extent that those regulations are consistent with the
SAFETEA‑LU amendments to the public transportation planning and private
enterprise laws, and any subsequent amendments to those regulations that
may be subsequently promulgated.

b\. [Governmental and Private Nonprofit Providers of Nonemergency
Transportation]{.underline}. In addition to providing opportunities to
participate in planning as described in Subsection 13.a of this Master
Agreement, to the extent feasible the Recipient agrees to comply with
the provisions of 49 U.S.C. § 5323(k), which afford governmental
agencies and nonprofit organizations that receive Federal assistance for
nonemergency transportation from Federal Government sources (other than
U.S. DOT) an opportunity to be included in the design, coordination, and
planning of transportation services.

c\. [Infrastructure Investment]{.underline}. During the implementation
of the Project, the Recipient agrees to take into consideration the
recommendations of Executive Order No. 12803, \"Infrastructure
Privatization,\" 31 U.S.C. § 501 note, and Executive Order No. 12893,
\"Principles for Federal Infrastructure Investments,\" 31 U.S.C. § 501
note.

**Section 14. Preference for United States Products and Services.**

To the extent applicable, the Recipient agrees to comply with the
following U.S. domestic preference requirements:

a\. [Buy America]{.underline}. The Recipient agrees to comply with
49 U.S.C. § 5323(j) and FTA regulations, \"Buy America Requirements,\"
49 C.F.R. Part 661 to the extent those regulations are consistent with
SAFETEA‑LU provisions, and subsequent amendments to those regulations
that may be promulgated. The Recipient also agrees to comply with FTA
directives to the extent those directives are consistent with SAFETEA‑LU
provisions, except to the extent that FTA determines otherwise in
writing.

b\. [Cargo Preference‑Use of United States‑Flag Vessels]{.underline}.
The Recipient agrees to comply with U.S. Maritime Administration
regulations, \"Cargo Preference‑U.S.‑Flag Vessels,\" 46 C.F.R. Part 381,
to the extent those regulations apply to the Project.

c\. [Fly America]{.underline}. The Recipient understands and agrees that
the Federal Government will not participate in the costs of
international air transportation of any individuals involved in or
property acquired for the Project unless that air transportation is
provided by U.S.‑flag air carriers to the extent service by U.S.‑flag
air carriers is available, in accordance with the requirements of the
International Air Transportation Fair Competitive Practices Act of 1974,
as amended, 49 U.S.C. § 40118, and with U.S. GSA regulations, "Use of
United States Flag Air Carriers,\" 41 C.F.R. §§ 301‑10.131 through
301‑10.143.

**Section 15. Procurement.**

To the extent applicable, the Recipient agrees to comply with the
following third party procurement provisions:

a\. [Federal Standards]{.underline}. The Recipient agrees to comply with
the third party procurement requirements of 49 U.S.C. chapter 53 and
other applicable Federal laws in effect now or as subsequently enacted;
with U.S. DOT third party procurement regulations of 49 C.F.R. § 18.36
or at 49 C.F.R. §§ 19.40 through 19.48 and other applicable Federal
regulations pertaining to third party procurements and subsequent
amendments thereto, to the extent those regulations are consistent with
SAFETEA‑LU provisions. The Recipient also agrees to comply with the
provisions of FTA Circular 4220.1E, \"Third Party Contracting
Requirements,\" to the extent those provisions are consistent with
SAFETEA‑LU provisions and with any subsequent amendments thereto, except
to the extent FTA determines otherwise in writing. Although the FTA
"Best Practices Procurement Manual" provides additional procurement
guidance, the Recipient understands that the FTA "Best Practices
Procurement Manual" is focused on third party procurement processes and
may omit certain Federal requirements applicable to the third party
contract work to be performed.

b\. [Full and Open Competition]{.underline}. In accordance with
49 U.S.C. § 5325(a), the Recipient agrees to conduct all procurement
transactions in a manner that provides full and open competition as
determined by FTA.

c\. [Exclusionary or Discriminatory Specifications]{.underline}. Apart
from inconsistent requirements imposed by Federal laws or regulations,
the Recipient agrees to comply with the requirements of 49 U.S.C.
§ 5325(h) by not using any Federal assistance awarded by FTA to support
a procurement using exclusionary or discriminatory specifications.

d\. [Geographic Restrictions]{.underline}. The Recipient agrees that it
will not use any State or local geographic preference, except State or
local geographic preferences expressly mandated or as permitted by FTA.
For example, procuring architectural, engineering, or related services,
however, the contractor's geographic location may be a selection
criterion, provided that a sufficient number of qualified firms are
eligible to compete.

e\. [In‑State Bus Dealer Restrictions]{.underline}. The Recipient agrees
that in accordance with 49 U.S.C. § 5325(i), any State law requiring
buses to be purchased through in‑State dealers will not apply to
purchases of vehicles acquired with funding authorized under 49 U.S.C.
chapter 53.

f\. [Neutrality in Labor Relations]{.underline}. To the extent permitted
by law, the Recipient agrees to comply with Executive Order No. 13202,
"Preservation of Open Competition and Government Neutrality Towards
Government Contractors' Labor Relations on Federal and Federally Funded
Construction Projects," Executive Order No. 13202, as amended by
Executive Order No. 13208, 41 U.S.C. § 251 note, which among other
things prohibits requirements for affiliation with a labor organization
as a condition for award of any third party contract or subcontract for
construction or construction management services, unless the Federal
Government determines otherwise in writing.

g\. [Federal Supply Schedules]{.underline}. State, local, or nonprofit
Recipients may not use Federal Supply Schedules to acquire federally
assisted property or services except to the extent permitted by
U.S. GSA, U.S. DOT, or FTA laws, regulations, directives, or
determinations.

h\. [Force Account]{.underline}. The Recipient agrees that FTA may
determine the extent to which Federal assistance may be used to
participate in force account costs.

i\. [FTA Technical Review]{.underline}. The Recipient agrees to permit
FTA to review and approve the Recipient\'s technical specifications and
requirements to the extent FTA believes necessary to ensure proper
Project administration.

j\. [Project Approval/Third Party Contract Approval]{.underline}. Except
to the extent FTA determines otherwise in writing, the Recipient agrees
that FTA\'s award of Federal assistance for the Project does not, by
itself, constitute pre‑approval of any non‑competitive third party
contract associated with the Project.

k\. [Preference for Recycled Products]{.underline}. To the extent
applicable, the Recipient agrees to comply with U.S. EPA regulations,
"Comprehensive Procurement Guidelines for Products Containing Recovered
Materials," 40 C.F.R. Part 247, which implements section 6002 of the
Resource Conservation and Recovery Act, as amended, 42 U.S.C. § 6962,
and with subsequent Federal regulations that may be promulgated.
Accordingly, the Recipient agrees to provide a competitive preference
for products and services that conserve natural resources, protect the
environment, and are energy efficient.

l\. [Clean Air and Clean Water]{.underline}. The Recipient agrees to
include in each third party contract and subagreement exceeding
\$100,000 adequate provisions to ensure that each Project participant
will agree to report the use of facilities placed on or likely to be
placed on the U.S. Environmental Protection Agency (U.S. EPA) \"List of
Violating Facilities,\" to not use any violating facilities, to report
violations to FTA and the Regional U.S. EPA Office, and to comply with
the inspection and other applicable requirements of:

\(1\) Section 306 of the Clean Air Act, as amended, 42 U.S.C. § 7414,
and other applicable provisions of the Clean Air Act, as amended,
42 U.S.C. §§ 7401 through 7671q; and

\(2\) Section 508 of the Clean Water Act, as amended, 33 U.S.C. § 1368,
and other applicable requirements of the Clean Water Act, as amended,
33 U.S.C. §§ 1251 through 1377.

m\. [National Intelligent Transportation Systems Architecture and
Standards]{.underline}. To the extent applicable, the Recipient agrees
to conform to the National Intelligent Transportation Systems (ITS)
Architecture and Standards as required by SAFETEA‑LU § 5307(c),
23 U.S.C. § 512 note, and comply with FTA Notice, \"FTA National ITS
Architecture Policy on Transit Projects\" 66 *Fed. Reg.* 1455 *et seq*.,
January 8, 2001, and any subsequent further implementing directives,
except to the extent FTA determines otherwise in writing.

n\. [Rolling Stock]{.underline}. In acquiring rolling stock, the
Recipient agrees as follows:

\(1\) [Method of Acquisition]{.underline}. In compliance with 49 U.S.C.
§ 5325(f), the Recipient agrees that any third party contract award it
makes for rolling stock will be based on initial capital costs, or on
performance, standardization, life cycle costs, and other factors, or on
a competitive procurement process.

\(2\) [Multi-year Options]{.underline}. In accordance with 49 U.S.C.
§ 5325(e)(1), a Recipient procuring rolling stock financed with Federal
assistance under 49 U.S.C. chapter 53 may not enter into a multi‑year
contract with options, exceeding five (5) years after the date of the
original contract, to purchase additional rolling stock and replacement
parts.

\(3\) [Pre-Award and Post-Delivery Requirements]{.underline}. The
Recipient agrees to comply with the requirements of 49 U.S.C. § 5323(m)
and FTA regulations, \"Pre‑Award and Post‑Delivery Audits of Rolling
Stock Purchases,\" 49 C.F.R. Part 663, and any amendments to those
regulations that may be promulgated.

\(4\) [Bus Testing]{.underline}. To the extent applicable, the Recipient
agrees to comply with the requirements of 49 U.S.C. § 5318(e) and FTA
regulations, \"Bus Testing,\" 49 C.F.R. Part 665, and any amendments to
those regulations that may be promulgated.

o\. [Bonding]{.underline}. Except to the extent that FTA determines
otherwise in writing, the Recipient agrees to comply with the following
bonding requirements, as applicable:

\(1\) [Construction Activities]{.underline}. The Recipient agrees to
provide bid guarantee, contract performance, and payment bonds to the
extent deemed adequate by FTA and applicable Federal regulations, and
comply with any other construction bonding provisions as FTA may
determine.

\(2\) [Other Activities]{.underline}. The Recipient agrees to comply
with any other bonding requirements or restrictions as FTA may
determine.

p\. [Architectural, Engineering, Design, or Related
Services]{.underline}. In compliance with 49 U.S.C. § 5325(b), the
Recipient agrees to comply with the following requirements pertaining to
the procurement of architectural, engineering, or related services that
will be financed with funds authorized under 49 U.S.C. chapter 53 or
required by Federal law to be administered in accordance with 49 U.S.C.
chapter 53:

\(1\) When procuring architectural, engineering, or related services,
the Recipient agrees that it and its subcontractors at any tier will:

\(a\) Negotiate for those services in the same manner as a contract for
architectural, engineering, or related services is negotiated under
chapter 11 of Title 40, United States Code, or

\(b\) Comply with an equivalent State qualifications-based requirement
for contracting for architectural, engineering, and design services,
provided the State has adopted by law such requirement before August 10,
2005.

\(2\) Upon awarding a contract for those services, the Recipient agrees
that and its subcontractors at any tier will:

\(a\) Perform and audit the third party contract or the third party
subcontract in compliance with the cost principles of the FAR as set
forth in 48 C.F.R. Part 31.

\(b\) Will accept the indirect cost rates established by a cognizant
Federal or State government agency in accordance with the FAR for
one-year applicable accounting periods, if those rates are not currently
under dispute.

\(c\) Apply the firm's indirect cost rates, without any limitation by
administrative or de facto ceilings, for purposes of contract
estimation, negotiation, administration, reporting, and contract
payment, after the firm's indirect cost rates are accepted as described
in Subsection 15.p(2)(b) of this Master Agreement.

\(d\) The Recipient agrees and assures that it and any of a group of
entities sharing cost or rate data described in Subsection 15.p(2)(c) of
this Master Agreement shall:

[1]{.underline}. Notify any affected firm before requesting or using
that data,

[2]{.underline}. Maintain the confidentiality of that data and assure
that it is not accessible or provided to others, and

[3]{.underline}. Not disclose that data under any circumstances if doing
so is prohibited by law.

q\. [Design‑Build Projects]{.underline}. In accordance with 49 U.S.C.
§ 5325(d)(2), the Recipient may use design‑build procurements to
implement its projects after it has complied with requirements
established by the Federal Government, whether through Federal
regulations or through Federal directives, except to the extent the
Federal Government determines otherwise in writing.

r\. [Award to Other than the Lowest Bidder]{.underline}. In accordance
with 49 U.S.C. § 5325(c), a Recipient may award a third party contract
to other than the lowest bidder, if the award furthers an objective
(such as improved long-term operating efficiency and lower long-term
costs) consistent with the purposes of 49 U.S.C. chapter 53 , and any
implementing Federal regulations or directives that FTA may issue,
except to the extent FTA determines otherwise in writing.

s\. [Award to Responsible Contractors]{.underline}. In compliance with
49 U.S.C. § 5325(j), the Recipient agrees to award third party contracts
only to those contractors possessing the ability to successfully perform
under the terms of the proposed procurement, and before awarding a third
party contract, the Recipient agrees to consider:

\(1\) The integrity of the third party contractor,

\(2\) The third party contractor's compliance with public policy,

\(3\) The third party contractor's past performance, including the
performance reported in Contractor Performance Assessment Reports
required by 49 U.S.C. § 5309(l)(2), if any, and

\(4\) The third party contractor's financial and technical resources.

t\. [Access to Third Party Contract Records]{.underline}. The Recipient
agrees to require its third party contractors and third party
subcontractors, at as many tiers of the Project as required, to provide
to the U.S. Secretary of Transportation and the Comptroller General of
the United States or their duly authorized representatives, access to
all third party contract records to the extent required by 49 U.S.C.
§ 5325(g). The Recipient further agrees to require its third party
contractors and third party subcontractors, at as many tiers of the
Project as required, to provide sufficient access to third party
procurement records as needed for compliance with Federal regulations or
to assure proper Project management as determined by FTA.

u\. [Electronic and Information Technology]{.underline}. When using
Federal assistance to procure reports or information to be delivered to
the Recipient for distribution to FTA, among others, the Recipient
agrees to include in its specifications a provision that the reports or
information will be prepared using electronic or information technology
capable of assuring that, when provided to FTA, the reports or
information will meet the applicable accessibility standards of
section 508 of the Rehabilitation Act of 1973, as amended, 29 U.S.C.
§ 794d, and U.S. ATBCB regulations, \"Electronic and Information
Technology Accessibility Standards,\" 36 C.F.R. Part 1194.

**Section 16. Leases.**

a\. [Capital Leases]{.underline}. To the extent applicable, the
Recipient agrees to comply with FTA regulations, \"Capital Leases,\"
49 C.F.R. Part 639, and any revision thereto.

b\. [Leases Involving Certificates of Participation]{.underline}. The
Recipient agrees to obtain FTA concurrence before entering into any
leasing arrangement involving the issuance of certificates of
participation in connection with the acquisition of any capital asset.

**Section 17. Patent Rights.**

a\. [General]{.underline}. If any invention, improvement, or discovery
of the Recipient or any third party contractor or any subrecipient at
any tier of the Project is conceived or first actually reduced to
practice in the course of or under the Project, and that invention,
improvement, or discovery is patentable under the laws of the United
States of America or any foreign country, the Recipient agrees to notify
FTA immediately and provide a detailed report in a format satisfactory
to FTA.

b\. [Federal Rights]{.underline}. The Recipient agrees that its rights
and responsibilities, and those of each third party contractor at any
tier of the Project and each subrecipient at any tier of the Project,
pertaining to that invention, improvement, or discovery will be
determined in accordance with applicable Federal laws, regulations,
including any waiver thereof. Absent a determination in writing to the
contrary by the Federal Government, the Recipient agrees to transmit to
FTA those rights due the Federal Government in any invention,
improvement, or discovery resulting from that third party contract,
third party subcontract, or subagreement as specified in U.S. Department
of Commerce regulations, \"Rights to Inventions Made by Nonprofit
Organizations and Small Business Firms Under Government Grants,
Contracts and Cooperative Agreements,\" 37 C.F.R. Part 401 (implementing
35 U.S.C. §§ 200 *et seq*.), irrespective of the status of the
Recipient, subrecipient, or third party contractor at any tier of the
Project (*i.e.*, a large business, small business, State government,
State instrumentality, local government, nonprofit organization,
institution of higher education, individual, *etc*.).

**Section 18. Rights in Data and Copyrights.**

a\. [Definition]{.underline}. The term \"subject data,\" as used in this
Section 18 of this Master Agreement means recorded information, whether
or not copyrighted, that is delivered or specified to be delivered under
the Grant Agreement or Cooperative Agreement for the Project. Examples
include, but are not limited to: computer software, standards,
specifications, engineering drawings and associated lists, process
sheets, manuals, technical reports, catalog item identifications, and
related information. \"Subject data\" does not include financial
reports, cost analyses, or similar information used for Project
administration.

b\. [Federal Restrictions]{.underline}. The following restrictions apply
to all subject data first produced in the performance of the Grant
Agreement or Cooperative Agreement for the Project:

\(1\) Except for its own internal use, the Recipient may not publish or
reproduce subject data in whole or in part, or in any manner or form,
nor may the Recipient authorize others to do so, without the written
consent of the Federal Government, unless the Federal Government has
previously released or approved the release of such data to the public.

\(2\) The restrictions on publication of Subsection 18.b(1) of this
Master Agreement, however, do not apply to a Grant Agreement or
Cooperative Agreement with an institution of higher learning.

c\. [Federal Rights in Data and Copyrights]{.underline}. The Recipient
agrees to provide to the Federal Government a royalty‑free,
non‑exclusive and irrevocable license to reproduce, publish, or
otherwise use, and to authorize others to use, for Federal Government
purposes the subject data described in this Subsection 18.c of this
Master Agreement. As used herein, \"for Federal Government purposes,\"
means use only for the direct purposes of the Federal Government.
Without the copyright owner\'s consent, the Federal Government may not
provide or otherwise extend to other parties the Federal Government's
license to:

\(1\) Any subject data developed under the Grant Agreement or
Cooperative Agreement for the Project, or under a third party contract
or subagreement financed by the Grant Agreement or Cooperative Agreement
for the Project, whether or not a copyright has been obtained; and

\(2\) Any rights of copyright to which a Recipient, subrecipient, or a
third party contractor purchases ownership with Federal assistance.

d\. [Special Federal Rights in Data for Research, Development,
Demonstration, and Special Studies Projects]{.underline}. In general,
FTA\'s purpose in providing Federal assistance for a research,
development, demonstration, or special studies Project is to increase
transportation knowledge, rather than limit the benefits of the Project
to Project participants. Therefore, except to the extent that FTA
determines otherwise in writing, the Recipient of Federal assistance to
support a research, development, demonstration, or a special studies
Project agrees that, in addition to the rights in data and copyrights
that it must provide to the Federal Government as set forth in
Subsection 18.c of this Master Agreement, FTA may make available to any
FTA recipient, subrecipient, third party contractor, or third party
subcontractor, either FTA\'s license in the copyright to the subject
data or a copy of the subject data. If the Project is not completed for
any reason whatsoever, all data developed under the Project shall become
subject data as defined in Subsection 18.a of this Master Agreement and
shall be delivered as the Federal Government may direct. This
Subsection 18.d, however, does not apply to adaptations of automatic
data processing equipment or programs for the Recipient\'s use when the
costs thereof are financed with Federal funds for capital Projects.

e\. [Hold Harmless]{.underline}. Except as prohibited or otherwise
limited by State law or except to the extent that FTA determines
otherwise in writing, upon request by the Federal Government, the
Recipient agrees to indemnify, save, and hold harmless the Federal
Government and its officers, agents, and employees acting within the
scope of their official duties against any liability, including costs
and expenses, resulting from any willful or intentional violation by the
Recipient of proprietary rights, copyrights, or right of privacy,
arising out of the publication, translation, reproduction, delivery,
use, or disposition of any data furnished under the Project. The
Recipient shall not be required to indemnify the Federal Government for
any such liability caused by the wrongful acts of Federal employees or
agents.

f\. [Restrictions on Access to Patent Rights]{.underline}. Nothing in
this Section 18 of this Master Agreement pertaining to rights in data
shall either imply a license to the Federal Government under any patent
or be construed to affect the scope of any license or other right
otherwise granted to the Federal Government under any patent.

g\. [Data Developed Without Federal Funding or Support]{.underline}. In
connection with the Project, the Recipient may find it necessary to
provide data developed without any Federal funding or support to the
Federal Government. The requirements of Subsections 18.b, 18.c, and 18.d
of this Master Agreement do not apply to data developed without Federal
funding or support, even though that data may have been used in
connection with the Project. Nevertheless, the Recipient understands and
agrees that the Federal Government will not be able to protect data from
unauthorized disclosure unless that data is clearly marked
\"Proprietary\" or \"Confidential.\"

h\. [Requirements to Release Data]{.underline}. To the extent required
by U.S. DOT regulations, \"Uniform Administrative Requirements for
Grants and Agreements with Institutions of Higher Education, Hospitals,
and Other Non‑Profit Organizations,\" at 49 C.F.R. § 19.36(d), or by
subsequent Federal laws or regulations, the Recipient understands and
agrees that the data and information it submits to the Federal
Government may be required to be released in accordance with the
provisions of the Freedom of Information Act (or another Federal law
providing access to such records).

**Section 19. Use of Real Property, Equipment, and Supplies.**

The Recipient understands and agrees that the Federal Government retains
a Federal interest in any real property, equipment, and supplies
financed with Federal assistance (Project property) until, and to the
extent, that the Federal Government relinquishes its Federal interest
that Project property. With respect to any Project property financed
with Federal assistance under the Grant Agreement or Cooperative
Agreement, the Recipient agrees to comply with the following provisions
of this Master Agreement except to the extent FTA determines otherwise
in writing:

a\. [Use of Project Property]{.underline}. The Recipient agrees to use
Project property for appropriate Project purposes (which may include
joint development purposes that generate program income, both during and
after the award period and used to support public transportation
activities) for the duration of the useful life of that property, as
required by FTA. Should the Recipient unreasonably delay or fail to use
Project property during the useful life of that property, the Recipient
agrees that it may be required to return the entire amount of the
Federal assistance expended on that property. The Recipient further
agrees to notify FTA immediately when any Project property is withdrawn
from Project use or when any Project property is used in a manner
substantially different from the representations the Recipient has made
in its Application or in the Project Description for the Grant Agreement
or Cooperative Agreement for the Project.

b\. [General]{.underline}. A Recipient that is a State, local, or Indian
tribal government agrees to comply with the property management
standards of 49 C.F.R. §§ 18.31 through 18.34, including any amendments
thereto, and with other applicable Federal regulations and directives. A
Recipient that is an institution of higher education or private
nonprofit entity, agrees to comply with the property management
standards of 49 C.F.R. §§ 19.30 through 19.37, including any amendments
thereto, and with other applicable Federal regulations and directives.
Any exception to the requirements of 49 C.F.R. §§ 18.31 through 18.34,
or the requirements of 49 C.F.R. §§ 19.30 through 19.37, requires the
express approval of the Federal Government in writing. A Recipient that
is a for‑profit entity agrees to comply with property management
standards satisfactory to FTA. The Recipient also consents to FTA's
reimbursement requirements for premature dispositions of certain Project
equipment, as set forth in Subsection 19.g of this Master Agreement.

c\. [Maintenance]{.underline}. The Recipient agrees to maintain Project
property in good operating order, in compliance with any applicable
Federal regulations or directives that may be issued.

d\. [Records]{.underline}. The Recipient agrees to keep satisfactory
records pertaining to the use of Project property, and submit to FTA
upon request such information as may be required to assure compliance
with this Section 19 of this Master Agreement.

e\. [Incidental Use]{.underline}. The Recipient agrees that:

\(1\) [General]{.underline}. Any incidental use of Project property will
not exceed that permitted under applicable Federal laws, regulations,
and directives.

\(2\) [Alternative Fueling Facilities]{.underline}. As authorized by
49 U.S.C. § 5323(p), any incidental use of its federally financed
alternative fueling facilities and equipment by nontransit public
entities and private entities will be permitted, only if the:

\(1\) Incidental use does not interfere with the Recipient's Project or
public transportation operations;

\(2\) Recipient fully recaptures all costs related to the incidental use
from the nontransit public entity or private entity;

\(3\) Recipient uses revenues received from the incidental use in excess
of costs for planning, capital, and operating expenses that are incurred
in providing public transportation; and

\(4\) Private entities pay all applicable excise taxes on fuel.

f\. [Encumbrance of Project Property]{.underline}. The Recipient agrees
to maintain satisfactory continuing control of Project property as
follows:

\(1\) [Written Transactions]{.underline}. The Recipient agrees that it
will not execute any transfer of title, lease, lien, pledge, mortgage,
encumbrance, third party contract, subagreement, grant anticipation
note, alienation, innovative finance arrangement (such as a cross border
lease, leveraged lease, or otherwise), or any other obligation
pertaining to Project property, that in any way would affect the
continuing Federal interest in that Project property.

\(2\) [Oral Transactions]{.underline}. The Recipient agrees that it will
not obligate itself in any manner to any third party with respect to
Project property.

\(3\) [Other Actions]{.underline}. The Recipient agrees that it will not
take any action adversely affecting the Federal interest in or impair
the Recipient\'s continuing control of the use of Project property.

g\. [Transfer of Project Property]{.underline}. The Recipient
understands and agrees as follows:

\(1\) [Recipient Request]{.underline}. The Recipient may transfer any
Project property financed with Federal assistance authorized under
49 U.S.C. chapter 53 to a public body to be used for any public purpose
with no further obligation to the Federal Government, provided the
transfer is approved by the Federal Transit Administrator and conforms
with the requirements of 49 U.S.C. §§ 5334(h)(1) and (2).

\(2\) [Federal Government Direction]{.underline}. The Recipient agrees
that the Federal Government may direct the disposition of, and even
require the Recipient to transfer, title to any Project property
financed with Federal assistance under the Grant Agreement or
Cooperative Agreement.

\(3\) [Leasing Project Property to Another Party]{.underline}. If the
Recipient leases any Project property to another party, the Recipient
agrees to retain ownership of the leased Project property, and assure
that the lessee will use the Project property appropriately, either
through a written lease between the Recipient and lessee, or another
similar document. Upon request by FTA, the Recipient agrees to provide a
copy of any relevant documents.

h\. [Disposition of Project Property]{.underline}. With prior FTA
approval, the Recipient may sell, transfer, or lease Project property
and use the proceeds to reduce the gross project cost of other eligible
capital public transportation projects to the extent permitted by
49 U.S.C. § 5334(g)(4). The Recipient also agrees that FTA may establish
the useful life of Project property, and that it will use Project
property continuously and appropriately throughout the useful life of
that property.

\(1\) [Project Property Whose Useful Life Has Expired]{.underline}. When
the useful life of Project property has expired, the Recipient agrees to
comply with FTA\'s disposition requirements.

\(2\) [Project Property Prematurely Withdrawn from Use]{.underline}. For
Project property withdrawn from appropriate use before its useful life
has expired, the Recipient agrees as follows:

\(a\) [Notification Requirement]{.underline}. The Recipient agrees to
notify FTA immediately when any Project property is prematurely
withdrawn from appropriate use, whether by planned withdrawal, misuse,
or casualty loss.

\(b\) [Calculating the Fair Market Value of Prematurely Withdrawn
Project Property]{.underline}. The Recipient agrees that the Federal
Government retains a Federal interest in the fair market value of
Project property prematurely withdrawn from appropriate use. The amount
of the Federal interest in the Project property shall be determined by
the ratio of the Federal assistance awarded for the property to the
actual cost of the property. The Recipient agrees that the fair market
value of Project property prematurely withdrawn from use will be
calculated as follows:

[1]{.underline}. [Equipment and Supplies]{.underline}. The Recipient
agrees that the fair market value of Project equipment and supplies
shall be calculated by straight‑line depreciation of that property,
based on the useful life of the equipment or supplies as established or
approved by FTA. The fair market value of Project equipment and supplies
shall be the value immediately before the occurrence prompting the
withdrawal of the equipment or supplies from appropriate use. In the
case of Project equipment or supplies lost or damaged by fire, casualty,
or natural disaster, the fair market value shall be calculated on the
basis of the condition of that equipment or supplies immediately before
the fire, casualty, or natural disaster, irrespective of the extent of
insurance coverage. As authorized by 49 C.F.R. § 18.32(b), a State may
use its own disposition procedures, provided that those procedures
comply with the laws of that State.

[2]{.underline}. [Real Property]{.underline}. The Recipient agrees that
the fair market value of real property shall be determined either by
competent appraisal based on an appropriate date approved by the Federal
Government, as provided by 49 C.F.R. Part 24, or by straight line
depreciation, whichever is greater.

[3]{.underline}. [Exceptional Circumstances]{.underline}. The Recipient
agrees that the Federal Government may require the use of another method
to determine the fair market value of Project property. In unusual
circumstances, the Recipient may request that another reasonable
valuation method be used including, but not limited to, accelerated
depreciation, comparable sales, or established market values. In
determining whether to approve such a request, the Federal Government
may consider any action taken, omission made, or unfortunate occurrence
suffered by the Recipient with respect to the preservation of Project
property withdrawn from appropriate use.

\(c\) [Financial Obligations to the Federal Government]{.underline}. The
Recipient agrees to remit to the Federal Government the Federal interest
in the fair market value of any Project property prematurely withdrawn
from appropriate use. In the case of fire, casualty, or natural
disaster, the Recipient may fulfill its obligations to remit the Federal
interest by either:

[1]{.underline}. Investing an amount equal to the remaining Federal
interest in like‑kind property that is eligible for assistance within
the scope of the Project that provided Federal assistance for the
Project property prematurely withdrawn from use; or

[2]{.underline}. Returning to the Federal Government an amount equal to
the remaining Federal interest in the withdrawn Project property.

i\. [Insurance Proceeds]{.underline}. If the Recipient receives
insurance proceeds as a result of damage or destruction to the Project
property, the Recipient agrees to:

\(1\) Apply those insurance proceeds to the cost of replacing the
damaged or destroyed Project property taken out of service, or

\(2\) Return to the Federal Government an amount equal to the remaining
Federal interest in the damaged or destroyed Project property.

j\. [Transportation ‑ Hazardous Materials]{.underline}. The Recipient
agrees to comply with applicable requirements of U.S. Pipeline and
Hazardous Materials Safety Administration regulations,
\"Shippers ‑ General Requirements for Shipments and Packagings,\"
49 C.F.R. Part 173, in connection with the transportation of any
hazardous materials.

k\. [Misused or Damaged Project Property]{.underline}. If any damage to
Project property results from abuse or misuse occurring with the
Recipient\'s knowledge and consent, the Recipient agrees to restore the
Project property to its original condition or refund the value of the
Federal interest in that property, as the Federal Government may
require.

l\. [Responsibilities After Project Closeout]{.underline}. The Recipient
agrees that Project closeout by FTA will not change the Recipient's
Project property management responsibilities as stated in Section 19 of
this Master Agreement, and as may be set forth in subsequent Federal
laws, regulations, and directives, except to the extent the Federal
Government determines otherwise in writing.

**Section 20. Insurance.**

In addition to other insurance requirements that may apply, the
Recipient agrees as follows:

a\. [Minimum Requirements]{.underline}. At a minimum, the Recipient
agrees to comply with the insurance requirements normally imposed by its
State and local laws, regulations, and ordinances, except to the extent
that the Federal Government determines otherwise in writing.

b\. [Flood Hazards]{.underline}. To the extent applicable, the Recipient
agrees to comply with the flood insurance purchase provisions of
section 102(a) of the Flood Disaster Protection Act of 1973, 42 U.S.C.
§ 4012a(a), with respect to any Project activity involving construction
or an acquisition having an insurable cost of \$10,000 or more.

**Section 21. Relocation.**

When relocation of individuals or businesses is required, the Recipient
agrees as follows:

a\. [Relocation Protections]{.underline}. The Recipient agrees to comply
with 49 U.S.C. § 5324(a), which requires compliance with the Uniform
Relocation Assistance and Real Property Acquisition Policies Act
of 1970, as amended, 42 U.S.C. §§ 4601 *et seq.*; and U.S. DOT
regulations, \"Uniform Relocation Assistance and Real Property
Acquisition for Federal and Federally Assisted Programs,\" 49 C.F.R.
Part 24, which provide for fair and equitable treatment of persons
displaced and persons whose property is acquired as a result of Federal
and federally assisted programs. \[*See*, new U.S. DOT final rule,
"Uniform Relocation Assistance and Real Property Acquisition for Federal
and Federally Assisted Programs," 49 C.F.R. Part 24, at 70 *Fed.  Reg*.
590 *et seq*., January 4, 2005.\] These requirements apply to relocation
in connection with all interests in real property acquired for the
Project regardless of Federal participation in the costs of that real
property.

b\. [Nondiscrimination in Housing]{.underline}. In carrying out its
responsibilities to provide housing that may be required for compliance
with Federal relocation requirements for individuals, the Recipient
agrees to comply with Title VIII of the Civil Rights Act of 1968, as
amended, 42 U.S.C. §§ 3601 *et seq*., and with Executive Order
No. 12892, \"Leadership and Coordination of Fair Housing in Federal
Programs: Affirmatively Furthering Fair Housing,\" 42 U.S.C. § 3608
note.

c\. [Prohibition Against Use of Lead-Based Paint]{.underline}. In
undertaking construction or rehabilitation of residential structures on
behalf of individuals affected by real property acquisition in
connection with implementing the Project, the Recipient agrees that it
will not use lead-based paint, consistent with the prohibitions of
section 401(b) of the Lead-Based Paint Poisoning Prevention Act,
42 U.S.C. § 4831(b).

**Section 22. Real Property.**

For real property acquired with Federal assistance, the Recipient agrees
as follows:

a\. [Land Acquisition]{.underline}. The Recipient agrees to comply with
49 U.S.C. § 5324(a), which requires compliance with the Uniform
Relocation Assistance and Real Property Acquisition Policies Act of
1970, as amended, 42 U.S.C. §§ 4601 *et seq*.; and with U.S. DOT
regulations, \"Uniform Relocation Assistance and Real Property
Acquisition for Federal and Federally Assisted Programs,\" 49 C.F.R.
Part 24. \[*See*, new U.S. DOT final rule, "Uniform Relocation
Assistance and Real Property Acquisition for Federal and Federally
Assisted Programs," 49 C.F.R. Part 24, 70 *Fed. Reg*. 590 *et seq*.,
January 4, 2005.\] These requirements apply to all interests in real
property acquired for Project purposes regardless of Federal
participation in the cost of that real property.

b\. [Covenant Assuring Nondiscrimination]{.underline}. The Recipient
agrees to include a covenant in the title of the real property acquired
for the Project to assure nondiscrimination during the useful life of
the Project.

c\. [Recording Title to Real Property]{.underline}. To the extent
required by FTA, the Recipient agrees to record the Federal interest in
title to real property used in connection with the Project.

d\. [FTA Approval of Changes in Real Property Ownership]{.underline}.
The Recipient agrees that it will not dispose of, modify the use of, or
change the terms of the real property title, or other interest in the
site and facilities used in the Project without permission and
instructions from FTA.

**Section 23. Construction.**

Except to the extent the Federal Government determines otherwise in
writing, the Recipient agrees as follows:

a\. [Drafting, Review, and Approval of Construction Plans and
Specifications]{.underline}. The Recipient agrees to comply with FTA
requests pertaining to the drafting, review, and approval of
construction plans and specifications.

b\. [Supervision of Construction]{.underline}. The Recipient agrees to
provide and maintain competent and adequate engineering supervision at
the construction site to ensure that the complete work conforms to the
approved plans and specifications.

c\. [Construction Reports]{.underline}. The Recipient agrees to provide
progress reports and other data and information as may be required by
FTA or the State in which the construction takes place.

d\. [Project Management for Major Capital Projects]{.underline}. To the
extent applicable, the Recipient agrees to comply with FTA regulations,
\"Project Management Oversight,\" 49 C.F.R. Part 633, and any subsequent
Project Management Oversight regulations FTA may issue.

e\. [Seismic Safety]{.underline}. The Recipient agrees to comply with
the Earthquake Hazards Reduction Act of 1977, as amended, 42 U.S.C.
§§ 7701 *et seq*., with Executive Order No. 12699, \"Seismic Safety of
Federal and Federally-Assisted or Regulated New Building Construction,\"
42 U.S.C. § 7704 note, and with U.S. DOT regulations, "Seismic Safety,"
49 C.F.R. Part 41, specifically, 49 C.F.R. § 41.117.

**Section 24. Employee Protections.**

a\. [Construction Activities]{.underline}. The Recipient agrees to
comply, and assures the compliance of each third party contractor and
each subrecipient at any tier of the Project, with the following laws
and regulations providing protections for construction employees:

\(1\) [Davis-Bacon Act, as amended]{.underline}, 49 U.S.C. § 5333(a),
which requires compliance with the Davis‑Bacon Act, 40 U.S.C. §§ 3141
*et seq.,* and implementing U.S. DOL regulations, \"Labor Standards
Provisions Applicable to Contracts Governing Federally Financed and
Assisted Construction (also Labor Standards Provisions Applicable to
Nonconstruction Contracts Subject to the Contract Work Hours and Safety
Standards Act),\" 29 C.F.R. Part 5;

\(2\) [Contract Work Hours and Safety Standards Act, as
amended]{.underline}, 40 U.S.C. §§ 3701 *et seq.,* specifically, the
wage and hour requirements of section 102 of that Act at 40 U.S.C.
§ 3702, and implementing U.S. DOL regulations, \"Labor Standards
Provisions Applicable to Contracts Governing Federally Financed and
Assisted Construction (also Labor Standards Provisions Applicable to
Nonconstruction Contracts Subject to the Contract Work Hours and Safety
Standards Act),\" 29 C.F.R. Part 5; and the safety requirements of
section 107 of that Act at 40 U.S.C. § 3704, and implementing U.S. DOL
regulations, \"Safety and Health Regulations for Construction,\"
29 C.F.R. Part 1926; and

\(3\) [Copeland \"Anti-Kickback\" Act, as amended]{.underline}*,*
18 U.S.C. § 874, and implementing U.S. DOL regulations, \"Contractors
and Subcontractors on Public Building or Public Work Financed in Whole
or in part by Loans or Grants from the United States,\" 29 C.F.R.
Part 3.

b\. [Activities Not Involving Construction]{.underline}. The Recipient
agrees to comply, and assures the compliance of each third party
contractor and each subrecipient at any tier of the Project, with the
employee protection requirements for nonconstruction employees of the
Contract Work Hours and Safety Standards Act, as amended, 40 U.S.C.
§§ 3701 *et seq.,* in particular the wage and hour requirements of
section 102 of that Act at 40 U.S.C. § 3702, and with U.S. DOL
regulations, \"Labor Standards Provisions Applicable to Contracts
Governing Federally Financed and Assisted Construction (also Labor
Standards Provisions Applicable to Nonconstruction Contracts Subject to
the Contract Work Hours and Safety Standards Act),\" 29 C.F.R. Part 5.

c\. [Activities Involving Commerce.]{.underline} The Recipient agrees
that the provisions of the Fair Labor Standards Act, 29 U.S.C. §§ 201
*et seq*., apply to employees performing Project work involving
commerce.

d\. [Public Transportation Employee Protective
Arrangements]{.underline}. If the Grant Agreement or Cooperative
Agreement for the Project indicates that public transportation employee
protective arrangements required by U.S. DOL apply to public
transportation operations performed in connection with the Project, the
Recipient agrees to comply with the applicable requirements for its
Project as follows:

\(1\) [Standard Public Transportation Employee Protective
Arrangements]{.underline}. To the extent that the Project involves
public transportation operations and as required by Federal law, the
Recipient agrees to implement the Project in accordance with the terms
and conditions that the U.S. Secretary of Labor has determined to be
fair and equitable to protect the interests of any employees affected by
the Project and that comply with the requirements of 49 U.S.C.
§ 5333(b), and with the U.S. DOL guidelines, \"Section 5333(b), Federal
Transit Law,\" 29 C.F.R. Part 215 and any amendments thereto. These
terms and conditions are identified in U.S. DOL\'s certification of
public transportation employee protective arrangements to FTA, the date
of which appears in the Grant Agreement or Cooperative Agreement for the
Project. The Recipient agrees to implement the Project in accordance
with the conditions stated in that U.S. DOL certification. That
certification and any documents cited therein are incorporated by
reference and made part of the Grant Agreement or Cooperative Agreement
for the Project. The requirements of this Subsection 24.d(1) of this
Master Agreement do not apply to Projects for focused on elderly
individuals or individuals with disabilities that are authorized by
49 U.S.C. § 5310(a)(2) or subsection 3012(b) of SAFETEA‑LU, or to
Projects for nonurbanized areas authorized by 49 U.S.C. § 5311; separate
requirements for those Projects are contained in Subsections 24.d(2) and
(3), respectively, of this Master Agreement.

\(2\) [Public Transportation Employee Protective Arrangements for
Elderly Individuals and Individuals with Disabilities for the Elderly
Individuals and Individuals with Disabilities Formula Program and Pilot
Program]{.underline}. To the extent that the U.S. Secretary of
Transportation has determined or determines in the future that employee
protective arrangements required by 49 U.S.C. § 5333(b) are necessary or
appropriate for a governmental authority subrecipient participating a
Project authorized by 49 U.S.C. § 5310(b)(2) or subsection 3012(b) of
SAFETEA‑LU, 49 U.S.C. § 5310 note, the Recipient agrees to carry out the
Project in compliance with the terms and conditions determined by the
U.S. Secretary of Labor necessary to comply with the requirements of
49 U.S.C. § 5333(b), and the U.S. DOL guidelines, \"Section 5333(b),
Federal Transit Law,\" at 29 C.F.R. Part 215, and any amendments
thereto. These terms and conditions are identified in the U.S. DOL\'s
certification of public transportation employee protective arrangements
to FTA, the date of which appears in the Grant Agreement. The Recipient
agrees to implement the Project in compliance with the conditions stated
in that U.S. DOL certification. That U.S. DOL certification and any
documents cited therein are incorporated by reference and made part of
the Grant Agreement.

\(3\) [Public Transportation Employee Protective Arrangements for
Projects in Nonurbanized Areas Authorized by 49 U.S.C.
§ 5311]{.underline}. The Recipient agrees to comply with the terms and
conditions of the Special Warranty for the Nonurbanized Area Program
agreed to by the U.S. Secretaries of Transportation and Labor, dated May
31, 1979, U.S. DOL implementing procedures, and any revisions thereto.

**Section 25. Environmental Protections.**

The Recipient recognizes that many Federal and State laws imposing
environmental and resource conservation requirements may apply to the
Project. Some, but not all, of the major Federal laws that may affect
the Project include: the National Environmental Policy Act of 1969, as
amended, 42 U.S.C. §§ 4321 through 4335; the Clean Air Act, as amended,
42 U.S.C. §§ 7401 through7671q and scattered sections of Title 29,
United States Code; the Clean Water Act, as amended, 33 U.S.C. §§ 1251
through 1377; the Resource Conservation and Recovery Act, as amended,
42 U.S.C. §§ 6901 through 6992k; the Comprehensive Environmental
Response, Compensation, and Liability Act, as amended, 42 U.S.C. §§ 9601
through 9675, as well as environmental provisions within Title 23,
United States Code, and 49 U.S.C. chapter 53. The Recipient also
recognizes that U.S. EPA, FHWA and other Federal agencies have issued,
and in the future are expected to issue, Federal regulations and
directives that may affect the Project. Thus, the Recipient agrees to
comply, and assures the compliance of each subrecipient and each third
party contractor, with any applicable Federal laws, regulations and
directives as the Federal Government are in effect now or become
effective in the future, except to the extent the Federal Government
determines otherwise in writing. Listed below are environmental
provisions of particular concern to FTA and the Recipient. The Recipient
understands and agrees that those laws, regulations, and directives may
not constitute the Recipient\'s entire obligation to meet all Federal
environmental and resource conservation requirements.

a\. [National Environmental Policy]{.underline}. Federal assistance is
contingent upon the Recipient's facilitating FTA's compliance with all
applicable requirements and implementing regulations of the National
Environmental Policy Act of 1969, as amended, (NEPA) 42 U.S.C. §§ 4321
through 4335 (as restricted by 42 U.S.C. § 5159, if applicable);
Executive Order No. 11514, as amended, \"Protection and Enhancement of
Environmental Quality,\" 42 U.S.C. § 4321 note; FTA statutory
requirements at 49 U.S.C. § 5324(b); U.S. Council on Environmental
Quality regulations pertaining to compliance with NEPA, 40 C.F.R.
Parts 1500 through 1508; and joint FHWA/FTA regulations, \"Environmental
Impact and Related Procedures,\" 23 C.F.R. Part 771 and 49 C.F.R.
Part 622, and subsequent Federal environmental protection regulations
that may be promulgated. As a result of enactment of 23 U.S.C. §§ 139
and 326 as well as to amendments to 23 U.S.C. § 138, environmental
decisionmaking requirements imposed on FTA projects to be implemented
consistent with the joint FHWA/FTA document, "Interim Guidance for
Implementing Key SAFETEA‑LU Provisions on Planning, Environment, and Air
Quality for Joint FHWA/FTA Authorities," dated September 2, 2005, and
any subsequent applicable Federal directives that may be issued, except
to the extent that FTA determines otherwise in writing.

b\. [Air Quality]{.underline}. Except to the extent the Federal
Government determines otherwise in writing, the Recipient agrees to
comply with all applicable Federal laws, regulations, and directives
implementing the Clean Air Act, as amended, 42 U.S.C. §§ 7401 through
7671q, and:

\(1\) The Recipient agrees to comply with the applicable requirements of
section 176(c) of the Clean Air Act, 42 U.S.C. § 7506(c), consistent
with the joint FHWA/FTA document, "Interim Guidance for Implementing Key
SAFETEA‑LU Provisions on Planning, Environment, and Air Quality for
Joint FHWA/FTA Authorities," dated September 2, 2005, and any subsequent
applicable Federal directives that may be issued; with U.S. EPA
regulations, \"Conformity to State or Federal Implementation Plans of
Transportation Plans, Programs, and Projects Developed, Funded or
Approved Under Title 23 US.C. or the Federal Transit Act,\" 40 C.F.R.
Part 51, Subpart T; and \"Determining Conformity of Federal Actions to
State or Federal Implementation Plans,\" 40 C.F.R. Part 93, and any
subsequent Federal conformity regulations that may be promulgated. To
support the requisite air quality conformity finding for the Project,
the Recipient agrees to implement each air quality mitigation or control
measure incorporated in the Project. The Recipient further agrees that
any Project identified in an applicable State Implementation Plan (SIP)
as a Transportation Control Measure will be wholly consistent with the
design concept and scope of the Project described in the SIP.

\(2\) U.S. EPA also imposes requirements implementing the Clean Air Act,
as amended, which may apply to public transportation operators,
particularly operators of large public transportation bus fleets.
Accordingly, the Recipient agrees to comply with the following U.S. EPA
regulations to the extent they apply to the Project: \"Control of Air
Pollution from Mobile Sources," 40 C.F.R. Part 85; \"Control of Air
Pollution from New and In-Use Motor Vehicles and New and In-Use Motor
Vehicle Engines,\" 40 C.F.R. Part 86; and \"Fuel Economy of Motor
Vehicles,\" 40 C.F.R. Part 600.

\(3\) The Recipient agrees to comply with notice of violating facility
provisions of Executive Order No. 11738, \"Administration of the Clean
Air Act and the Federal Water Pollution Control Act with Respect to
Federal Contracts, Grants, or Loans,\" 42 U.S.C. § 7606 note.

c\. [Clean Water]{.underline}. Except to the extent the Federal
Government determines otherwise in writing, the Recipient agrees to
comply with all applicable Federal regulations and directives issued
pursuant to the Clean Water Act, as amended, 33 U.S.C. §§ 1251 through
1377*.* In addition:

\(1\) The Recipient agrees to protect underground sources of drinking
water consistent with the provisions of the Safe Drinking Water Act
of 1974, as amended, 42 U.S.C. §§ 300f through 300j-6.

\(2\) The Recipient agrees to comply with notice of violating facility
provisions of Executive Order No. 11738, \"Administration of the Clean
Air Act and the Federal Water Pollution Control Act with Respect to
Federal Contracts, Grants, or Loans,\" 42 U.S.C. § 7606 note.

d\. [Use of Public Lands]{.underline}. The Recipient agrees that in
implementing its Project, it will not use any publicly owned land from a
park, recreation area, or wildlife or waterfowl refuge of national,
State, or local significance as determined by the Federal, State, or
local officials having jurisdiction thereof, and it will not use any
land from a historic site of national, state, or local significance,
unless the Federal Government makes the findings required by 49 U.S.C.
§§ 303(b) and 303(c).

e\. [Wild and Scenic Rivers]{.underline}. The Recipient agrees to comply
with applicable provisions of the Wild and Scenic Rivers Act of 1968, as
amended, 16 U.S.C. §§ 1271 through 1287, relating to protecting
components of the national wild and scenic rivers system; and to the
extent applicable, to comply with U.S. Forest Service regulations, "Wild
and Scenic Rivers," 36 C.F.R. Part 297, and with U.S. Bureau of Land
Management regulations, "Management Areas," 43 C.F.R. Part 8350.

f\. [Coastal Zone Management]{.underline}. The Recipient agrees to
assure Project consistency with the approved State management program
developed under the Coastal Zone Management Act of 1972, as amended,
16 U.S.C. §§ 1451 through 1465.

g\. [Wetlands]{.underline}. The Recipient agrees to facilitate
compliance with the protections for wetlands in accordance with
Executive Order No. 11990, as amended, \"Protection of Wetlands,\" at
42 U.S.C. § 4321 note.

h\. [Floodplains]{.underline}. The Recipient agrees to comply with the
flood hazards protections in floodplains in accordance with Executive
Order No. 11988, as amended, \"Floodplain Management,\" 42 U.S.C. § 4321
note.

i\. [Endangered Species and Fisheries Conservation]{.underline}. The
Recipient agrees to comply with protections for endangered species set
forth in the Endangered Species Act of 1973, as amended, 16 U.S.C.
§§ 1531 through 1544, and the Magnuson Stevens Fisheries Conservation
Act, as amended, 16 U.S.C. §§ 1801 *et seq*.

j\. [Historic Preservation]{.underline}. The Recipient agrees to
encourage compliance with the Federal historic and archaeological
preservation requirements of section 106 of the National Historic
Preservation Act, as amended, 16 U.S.C. § 470f; with Executive Order
No. 11593, \"Protection and Enhancement of the Cultural Environment,\"
16 U.S.C. § 470 note; and with the Archaeological and Historic
Preservation Act of 1974, as amended, 16 U.S.C. §§ 469a through 469c, as
follows:

\(1\) In accordance with U.S. Advisory Council on Historic Preservation
regulations, \"Protection of Historic and Cultural Properties,\"
36 C.F.R. Part 800, the Recipient agrees to consult with the State
Historic Preservation Officer concerning investigations to identify
properties and resources included in or eligible for inclusion in the
National Register of Historic Places that may be affected by the
Project, and agrees to notify FTA of those properties that are affected.

\(2\) The Recipient agrees to comply with all applicable Federal
regulations and directives to avoid or mitigate adverse effects on those
historic properties, except to the extent the Federal Government
determines otherwise in writing.

k\. [Indian Sacred Sites]{.underline}. The Recipient agrees to
facilitate compliance with the preservation of places and objects of
religious importance to American Indians, Eskimos, Aleuts, and Native
Hawaiians, in compliance with the American Indian Religious Freedom Act,
42 U.S.C. § 1996, and with Executive Order No. 13007, "Indian Sacred
Sites," 42 U.S.C. § 1996 note, except to the extent the Federal
Government determines otherwise in writing.

l\. [Mitigation of Adverse Environmental Effects]{.underline}. Should
the proposed Project cause or result in adverse environmental effects,
the Recipient agrees to take all reasonable measures to minimize the
impact of those adverse effects, as required by 49 U.S.C. § 5324(b), and
other applicable Federal laws and regulations, including 23 C.F.R.
Part 771 and 49 C.F.R. Part 622. The Recipient agrees to comply with all
environmental mitigation measures that may be identified as commitments
in applicable environmental documents, (*i.e*., environmental
assessments, environmental impact statements, memoranda of agreement,
and other documents as required by 49 U.S.C. § 303) and agrees to comply
with any conditions the Federal Government might impose in a finding of
no significant impact or record of decision. The Recipient agrees that
those environmental mitigation measures are incorporated by reference
and made part of the Grant Agreement or Cooperative Agreement for the
Project. The Recipient also agrees that any deferred mitigation measures
will be incorporated by reference and made part of the Grant Agreement
or Cooperative Agreement for the Project as soon as agreement with the
Federal Government is reached. The Recipient agrees that those
mitigation measures agreed upon may not be modified or withdrawn without
the express written approval of the Federal Government.

**Section 26. Energy Conservation.**

The Recipient agrees to comply with any mandatory energy efficiency
standards and policies of applicable State energy conservation plans
issued in accordance with the Energy Policy and Conservation Act, as
amended, 42 U.S.C. §§ 6321 *et seq.,* except to the extent that the
Federal Government determines otherwise in writing. To the extent
applicable, the Recipient agrees to perform an energy assessment for any
building constructed, reconstructed, or modified with FTA assistance, as
provided in FTA regulations, "Requirements for Energy Assessments,"
49 C.F.R. Part 622, Subpart C.

**Section 27. State Management and Monitoring Systems.**

The Recipient agrees to comply with joint FHWA/FTA regulations,
\"Management and Monitoring Systems,\" 23 C.F.R. Parts 500, Parts A and
B, and FTA regulations, "Transportation Infrastructure Management,"
49 C.F.R. Part 614, to the extent applicable.

**Section 28. Charter Service Operations.**

The Recipient agrees that neither it nor any public transportation
operator performing work in connection with a Project financed under
49 U.S.C. chapter 53 or under 23 U.S.C. §§ 133 or 142 will engage in
charter service operations, except as authorized by 49 U.S.C. § 5323(d)
and FTA regulations, \"Charter Service,\" 49 C.F.R. Part 604, and any
subsequent Charter Service regulations or FTA directives that may be
issued, except to the extent that FTA determines otherwise in writing.
Any charter service agreement required by FTA regulations is
incorporated by reference and made part of the Grant Agreement or
Cooperative Agreement for the Project. The Recipient understands and
agrees that in addition to any remedy specified in the charter service
agreement, if a pattern of violations of that agreement is found, the
violator will be barred from receiving Federal transit assistance in an
amount to be determined by FTA or U.S. DOT.

**Section 29. School Transportation Operations.**

The Recipient agrees that neither it nor any public transportation
operator performing work in connection with a Project financed under
49 U.S.C. chapter 53, or under 23 U.S.C. §§ 133 or 142 will engage in
school transportation operations for the transportation of students or
school personnel exclusively in competition with private school
transportation operators, except as authorized by 49 U.S.C. §§ 5323(f)
or (g), as applicable, and FTA regulations, \"School Bus Operations,\"
49 C.F.R. Part 605, and any subsequent School Transportation Operations
regulations or FTA directives that may be issued, except to the extent
that FTA determines otherwise in writing. Any school transportation
operations agreement required by FTA regulations is incorporated by
reference and made part of the Grant Agreement or Cooperative Agreement
for the Project. The Recipient understands and agrees that if it or an
operator violates that school transportation operations agreement, the
violator will be barred from receiving Federal transit assistance in an
amount to be determined by FTA or U.S. DOT.

**Section 30. Metric System.**

To the extent U.S. DOT or FTA directs, the Recipient agrees to use the
metric system of measurement in its Project activities, in accordance
with the Metric Conversion Act, as amended by the Omnibus Trade and
Competitiveness Act, 15 U.S.C. §§ 205a *et seq.*; Executive Order
No. 12770, \"Metric Usage in Federal Government Programs,\" 15 U.S.C.
§ 205a note; and U.S. DOT or FTA regulations and directives. As
practicable and feasible, the Recipient agrees to accept products and
services with dimensions expressed in the metric system of measurement.

**Section 31. Substance Abuse.**

To the extent applicable, the Recipient agrees to comply with the
following Federal substance abuse regulations:

a\. [Drug-Free Workplace]{.underline}. U.S. DOT regulations,
"Governmentwide Requirements for Drug‑Free Workplace (Financial
Assistance), 49 C.F.R. Part 32, that implement the Drug‑Free Workplace
Act of 1988, 41 U.S.C. §§ 701 *et seq*.

b\. [Alcohol Misuse and Prohibited Drug Use]{.underline}. FTA
regulations, "Prevention of Alcohol Misuse and Prohibited Drug Use in
Transit Operations," 49 C.F.R. Part 655, that implement 49 U.S.C.
§ 5331.

**Section 32. State Safety Oversight of Rail Fixed Guideway Public
Systems.**

To the extent applicable, the Recipient agrees to comply with 49 U.S.C.
§ 5330, with FTA regulations, \"Rail Fixed Guideway Systems; State
Safety Oversight,\" 49 C.F.R. Part 659, and any Federal directives that
may be issued to implement 49 U.S.C. § 5330, and any subsequent
amendment or revision thereto. \[See, recent new regulations, "Rail
Fixed Guideway Systems; State Safety Oversight," 49 C.F.R. Part 659, at
70 *Fed. Reg*. 22562 *et seq*., April 29, 2005.\]

**Section 33. Seat Belt Use.**

In accordance with Executive Order No. 13043, "Increasing Seat Belt Use
in the United States," April 16, 1997, 23 U. S. C. § 402 note, the
Recipient is encouraged to adopt and promote on‑the‑job seat belt use
policies and programs for its employees and other personnel that operate
company‑owned, rented, or personally operated vehicles, and to include
this provision in any third party contracts, third party subcontracts,
or subagreements involving the Project.

**Section 34. Protection of Sensitive Security Information.**

To the extent applicable, the Recipient agrees to comply with 49 U.S.C.
§ 40119(b) and implementing U.S. DOT regulations, "Protection of
Sensitive Security Information," 49 C.F.R. Part 15, and with 49 U.S.C.
§ 114(s) and implementing U.S. Department of Homeland Security,
Transportation Security Administration regulations, "Protection of
Sensitive Security Information," 49 C.F.R. Part 1520.

**Section 35. Special Notification Requirements for States.**

To the extent required by Federal law, the State agrees that, in
administering any Federal assistance Program or Project supported by the
underlying Grant Agreement or Cooperative Agreement, any request for
proposals, solicitation, grant application, form, notification, press
release, or other publication involving the distribution of Federal
assistance for the Program or the Project shall indicate that FTA is the
Federal agency that is providing the Federal assistance, the Catalog of
Federal Domestic Assistance Number of the program from which the Federal
assistance is authorized, as applicable, and the amount provided.

**Section 36. Special Provisions for the Urbanized Area Formula
Program.**

The Recipient agrees that the following provisions apply to Urbanized
Area Formula Program assistance authorized under 49 U.S.C. § 5307, and
agrees to comply with the requirements thereof:

a\. [Fares and Services]{.underline}. Before increasing fares or
instituting a major reduction of service, the Recipient agrees to use
its established administrative process to solicit and consider public
comment.

b\. [Audit Requirements]{.underline}. The Recipient agrees that the
Federal Government may conduct, or may require the Recipient to engage
an independent entity to conduct, annual or more frequent reviews and
audits as required by 49 U.S.C. § 5307(h) and any applicable Federal
regulations or directives that may be issued. The Recipient agrees that
such audits will be conducted in accordance with U.S. GAO "Government
Auditing Standards."

c\. [Half-Fare Requirements]{.underline}. The Recipient agrees that the
fares or rates it charges elderly individuals and handicapped
individuals during nonpeak hours for public transportation using or
involving Project facilities and equipment will not exceed one‑half of
the rates that generally apply to other individuals at peak hours,
irrespective of whether the operation of Project facilities or equipment
is by the Recipient or by another entity connected with the Project
either through lease or otherwise. In addition, the Recipient agrees to
give the rate required herein to any individual presenting a Medicare
card duly issued to that individual pursuant to Title II or XVIII of the
Social Security Act, 42 U.S.C. §§ 401 *et seq.*, or 42 U.S.C. §§ 1395
*et. seq.*, respectively.

d\. [Use of Formula Assistance for Operations]{.underline}. A Recipient
authorized to use Federal assistance authorized under 49 U.S.C. § 5307
to support operations agrees as follows:

\(1\) The Recipient will comply with the restrictions of 49 U.S.C.
§§ 5307(b) and 5307(f) in using Urbanized Area Formula Program
assistance for operations, unless permitted otherwise by subsequent
Federal law, regulation, or directive.

\(2\) Federal assistance authorized by 49 U.S.C. § 5307 may be applied
to the Net Project Cost of the Recipient\'s operating expenses incurred
during the Project time period as set forth in the Approved Project
Budget and, with FTA approval, may be extended to a later date to the
extent permitted by law, provided that applicable operating assistance
limits are not exceeded.

e\. [Public Transportation Security]{.underline}. For each fiscal year,
the Recipient agrees to spend at least one (1) percent of its Federal
assistance authorized under 49 U.S.C. § 5307 for public transportation
security projects as described in 49 U.S.C. § 5307(d)(1)(J)(i), unless
the Recipient has determined that such expenditures for security
projects are not necessary. For a Recipient serving an urbanized area
with a population of 200,000 or more, only capital projects are eligible
for support with that Federal assistance.

f\. [Public Transportation Enhancements]{.underline}. If the Recipient
serves an urbanized area with a population of 200,000 or more, the
Recipient agrees to spend each fiscal year at least one (1) percent of
its Federal assistance authorized under 49 U.S.C. § 5307 for public
transportation enhancements as defined at 49 U.S.C. § 5302(a), and
submit an annual report listing the projects carried out in the
preceding fiscal year with that Federal assistance.

g\. [Reporting Requirements]{.underline}. For each fiscal year, the
Recipient agrees to conform, and assures that any public transportation
operator to which the Recipient provides Federal assistance authorized
under 49 U.S.C. § 5307 will conform, to the reporting system and the
uniform system of accounts and records required by 49 U.S.C. § 5335(a)
for FTA\'s national transit database. FTA regulations, \"Uniform System
of Accounts and Records and Reporting System,\" 49 C.F.R. Part 630, and
any subsequent reporting regulations and directives FTA may promulgate.

h\. [Participation of Subrecipients]{.underline}. The Recipient agrees
to enter into a written agreement with each subrecipient participating
in an Urbanized Area Formula Project, which agreement sets forth the
subrecipient's responsibilities, and includes appropriate clauses
imposing requirements necessary to assure that the subrecipient will not
compromise the Recipient's compliance with Federal requirements
applicable to the Project and the Recipient's obligations under the
Grant Agreement for the Project and this Master Agreement.

**Section 37. Special Provisions for the Elderly Individuals and
Individuals with Disabilities Formula Program and Pilot Program.**

The Recipient agrees that the following provisions apply to Elderly
Individuals and Individuals with Disabilities Formula Program and Pilot
Program assistance authorized under 49 U.S.C. § 5310 as amended by
SAFETEA‑LU and subsection 3012(b) of SAFETEA‑LU, 49 U.S.C. § 5310 note
respectively, and agrees to comply with the requirements thereof:

a\. [Eligible Subrecipients]{.underline}. The Recipient agrees to
provide Federal assistance authorized under 49 U.S.C. § 5310 or
subsection 3012(b) of SAFETEA‑LU, only to a subrecipient that qualifies
as: (1) a private nonprofit organization meeting the special needs of
elderly individuals and individuals with disabilities for whom public
transportation services are unavailable, insufficient, or inappropriate;
(2) a governmental authority approved by the State to coordinate
services for elderly individuals and individuals with disabilities; or
(3) a governmental authority that certifies to the Governor that there
are no nonprofit organizations in its area readily available to provide
service meeting the special needs of the elderly individuals and
individuals with disabilities.

b\. [State Procedures]{.underline}. The Recipient agrees to administer
each Project financed with Federal assistance authorized under the
Elderly Individuals and Individuals with Disabilities Formula Program in
accordance with 49 U.S.C. § 5310 as amended by SAFETEA‑LU. A Recipient
participating in the Elderly Individuals and Individuals with
Disabilities Pilot Program agrees to administer its Projects in
accordance with subsection 3012(b) of SAFETEA‑LU and applicable
provisions of 49 U.S.C. § 5310. Except to the extent that FTA determines
otherwise in writing, the provisions of FTA Circular 9070.1E, "Elderly
and Persons with Disabilities Program Guidance and Application
Instructions" including any revisions thereto, and other applicable FTA
laws, regulations, and directives, apply to the Project to the extent
the provisions of FTA Circular 9070.1E are consistent 49 U.S.C. § 5310
as amended by SAFETEA‑LU, or subection 3012(b) of SAFETEA‑LU, if
applicable. To the extent, however, that 49 U.S.C. § 5310 as amended by
SAFETEA‑LU, section 3012(b) of SAFETEA‑LU, or any existing or subsequent
Federal law or regulation conflicts with the provisions of FTA Circular
9070.1E or any subsequent revision thereto, the latest Federal law or
regulation will apply.

c\. [Participation of Subrecipients]{.underline}. The Recipient agrees
to enter into a written agreement with each subrecipient participating
in an Elderly Individuals and Individuals with Disabilities Formula
Project or Pilot Project, which agreement sets forth the subrecipient's
responsibilities, and includes appropriate clauses imposing requirements
necessary to assure that the subrecipient will not compromise the
Recipient's compliance with Federal requirements applicable to the
Project and the Recipient's obligations under the Grant Agreement for
the Project and this Master Agreement.

d\. [Eligible Project Activities]{.underline}. Federal assistance
authorized under 49 U.S.C. § 5310 may be used for a Project to meet the
special needs of elderly individuals and individuals with disabilities,
as follows:

\(1\) [Capital Projects]{.underline}. Except as set forth in Subsection
37.d(2) of this Master Agreement below, only capital projects are
eligible for Federal assistance authorized under 49 U.S.C. § 5310, and
may include meal delivery service to the extent permitted by 49 U.S.C.
§ 5310(g).

\(2\) [Operating Assistance Limitation]{.underline}. Only if the
Recipient is selected to participate in the Elderly Individuals and
Individuals with Disabilities Pilot Program established by
subsection 3012(b) of SAFETEA‑LU, 49 U.S.C. § 5310 note, may Federal
assistance authorized under 49 U.S.C. § 5310 be used to finance
operating expenses, and then only 33 percent of the funds apportioned to
that Recipient may be used to finance operating expenses for projects to
meet the special needs of elderly individuals and individuals with
disabilities.

e\. [Leasing of Vehicles]{.underline}. Vehicles acquired with Federal
assistance authorized under 49 U.S.C. § 5310 may be leased to local
governmental authorities to improve transportation services to meet the
special needs of elderly individuals and individuals with disabilities.

f\. [Transfer of Project Property]{.underline}. In addition to 49 U.S.C.
§ 5334(h), which authorizes the transfer of Project property, 49 U.S.C.
§ 5310(h) also authorizes the Recipient to transfer Project property
acquired with Federal assistance authorized under 49 U.S.C. § 5310 to
any entity eligible to receive assistance under 49 U.S.C. chapter 53,
provided the subrecipient currently possessing the Project property
consents to the transfer, and the transferred Project property will
continue to be used in accordance with the requirements of 49 U.S.C.
§ 5310.

**Section 38. Special Provisions for the New Freedom Program**

The Recipient agrees that the following provisions apply to New Freedom
Program assistance authorized under 49 U.S.C. § 5317, and agrees to
comply with the requirements thereof:

a\. [Genera]{.underline}l. The Recipient agrees to comply with the
requirements of 49 U.S.C. § 5317 and with other Federal laws that may be
applicable, as well as with implementing Federal regulations and
directives, when issued, except to the extent FTA determines otherwise
in writing.

b\. [Participation of Subrecipients]{.underline}. The Recipient agrees
to enter into a written agreement with each subrecipient participating
in a New Freedom Project, which agreement sets forth the subrecipient's
responsibilities, and includes appropriate clauses imposing requirements
necessary to assure that the subrecipient will not compromise the
Recipient's compliance with Federal requirements applicable to the
Project and the Recipient's obligations under the Grant Agreement or
Cooperative Agreement for the Project and this Master Agreement.

**Section 39. Special Provisions for the Nonurbanized Area Formula
Program.**

The Recipient agrees that the following provisions apply to Nonurbanized
Area Formula Program assistance authorized under 49 U.S.C. § 5311, and
agrees to comply with the requirements thereof:

a\. [Provisions Applicable to States]{.underline}.

\(1\) [State Procedures]{.underline}. The Recipient agrees to administer
each Project in accordance with 49 U.S.C. § 5311 as amended by
SAFETEA‑LU. Except to the extent that FTA determines otherwise in
writing, the provisions of FTA Circular 9040.1E, "Nonurbanized Area
Formula Program Guidance and Grant Application Instructions," including
any revisions thereto, and other applicable FTA laws, regulations, and
directives apply to the Project to the extent those provisions are
consistent with 49 U.S.C. § 5311 as amended by SAFETEA‑LU. To the
extent, however, that 49 U.S.C. § 5311 as amended by SAFETEA‑LU or any
existing or subsequent Federal law or regulation conflicts with the
provisions of FTA Circular 9040.1E or any subsequent revision thereto,
the latest Federal law or regulation will apply.

\(2\) [Participation of Subrecipients]{.underline}. The Recipient agrees
to enter into a written agreement with each subrecipient participating
in a Nonurbanized Area Formula Project, which agreement sets forth the
subrecipient's responsibilities, and includes appropriate clauses
imposing requirements necessary to assure that the subrecipient will not
compromise the Recipient's compliance with Federal requirements
applicable to the Project and the Recipient's obligations under the
Grant Agreement for the Project and this Master Agreement.

\(3\) [Eligible Project Activities]{.underline}. Federal assistance
provided for the Grant Agreement and subagreements may be used for
public transportation Projects in areas other than urbanized areas.
Projects financed with Federal assistance transferred from other Federal
programs must be eligible for Federal assistance authorized under
49 U.S.C. § 5311, and may include purchase of service agreements with
private providers of public transportation service, as well as capital
and operating assistance, and meal delivery service, to the extent
permitted by 49 U.S.C. § 5310(h).

\(4\) [Transfer of Project Property]{.underline}. In addition to
49 U.S.C. § 5334(h), which authorizes the Recipient to transfer Project
facilities and equipment, 49 U.S.C. § 5311(h) also authorizes the
Recipient to transfer Project property acquired with Federal assistance
authorized under 49 U.S.C. § 5311 to any entity eligible to receive
Federal assistance authorized under 49 U.S.C. chapter 53, provided that
the subrecipient currently in possession of the Project property
consents to the transfer, and the transferred Project property will
continue to be used in accordance with the requirements of 49 U.S.C.
§ 5311.

\(5\) [Restrictions on the Use of Nonurbanized Area Formula Assistance
for Operations]{.underline}. Nonurbanized Area Formula assistance
authorized 49 U.S.C. § 5311 to be used for operating assistance may be
applied to the Net Project Cost of the subrecipient\'s operating
expenses incurred during the Project time period specified for the
Project. With FTA approval, the Project time period may be extended to a
later date to the extent permitted by law.

\(6\) [Intercity Transportation]{.underline}. The Recipient agrees to
spend a minimum of at least fifteen (15) percent of its Federal
assistance authorized under 49 U.S.C. § 5311 each fiscal year for
intercity transportation Projects, unless the chief executive officer of
the State or duly authorized designee has certified to FTA that the
intercity bus service needs within the State are being adequately
fulfilled.

\(7\) [Reporting Requirements]{.underline}. As required by 49 U.S.C.
§§ 5311(b)(4) and 5335(a), the Recipient agrees to conform, and assures
that any public transportation operator to which the Recipient provides
Federal assistance authorized under 49 U.S.C. § 5311 will conform, to
the reporting system and the uniform system of accounts and records
required by 49 U.S.C. § 5335(a) for FTA\'s national transit database and
FTA regulations, \"Uniform System of Accounts and Records and Reporting
System,\" 49 C.F.R. Part 630, and any subsequent implementing
regulations and directives FTA may issue.

b\. [Provisions Applicable to Indian Tribes]{.underline}. In accordance
with 49 U.S.C. § 5311(c)(1), an Indian Tribe that is the Recipient of
Federal assistance authorized under 49 U.S.C. § 5311 agrees to comply
with terms and conditions that FTA has determined are applicable to it,
as the Recipient, and to its Project, except to the extent FTA
determines otherwise in writing.

**Section 40. Special Provisions for the Clean Fuels Grant Program.**

The Recipient agrees that the following provisions apply to Clean Fuels
Grant Program assistance authorized under 49 U.S.C. § 5308, and agrees
to comply with the requirements thereof:

a\. [Genera]{.underline}l. The Recipient agrees to comply with 49 U.S.C.
§ 5308, and with provisions of 49 U.S.C. § 5307, and other Federal laws
that may be applicable, as well as with implementing Federal regulations
and directives, when issued, except to the extent that FTA determines
otherwise in writing.

b\. [Participation of Subrecipients]{.underline}. The Recipient agrees
to enter into a written agreement with each subrecipient participating
in a Clean Fuels Grant Project, which agreement sets forth the
subrecipient's responsibilities, and includes appropriate clauses
imposing requirements necessary to assure that the subrecipient will not
compromise the Recipient's compliance with Federal requirements
applicable to the Project and the Recipient's obligations under the
Grant Agreement for the Project and this Master Agreement.

**Section 41. Special Provisions for Research, Development,
Demonstration, and Special Studies Projects.**

The Recipient agrees that the following provisions apply to Projects
financed with Federal assistance authorized under research, development,
demonstration or special studies projects, and agrees to comply with the
requirements thereof:

a\. [Project Report]{.underline}. The Recipient agrees to:

\(1\) Prepare and make available a comprehensive report of the results
of the Project, the conclusions reached, and the methods used.

\(2\) Include appropriate notice in the report that: (a) the report is
being disseminated under the sponsorship of the U.S. Department of
Transportation, Federal Transit Administration, in order to foster
information exchange, (b) the U.S. Government assumes no liability or
responsibility for the contents of that report or the use of that
report, (c) the U.S. Government is not endorsing any manufacturers,
products, or services cited in that report, and (d)  any trade name that
may appear in that report has been included only because it is essential
to the contents of that report.

b\. [Project Identification]{.underline}. The Recipient agrees that each
tangible product developed in the course of or resulting from the
Project shall contain or include an appropriate sign, designation, or
notification stating that the Project has been financed with Federal
assistance provided by the U.S. Department of Transportation, Federal
Transit Administration. Unless waived by FTA, this requirement applies
to all equipment, hardware, construction, reports, data, or any similar
items produced in the course of the Grant Agreement or Cooperative
Agreement for the Project.

c\. [Protection of Human Subjects]{.underline}. The Recipient agrees to
comply with the requirements of the National Research Act, Pub. L.
93‑348, July 12, 1974, as amended, 42 U.S.C. §§ 289 *et seq*., and
U.S. DOT regulations, \"Protection of Human Subjects,\" 49 C.F.R.
Part 11, pertaining to protections for human subjects participating in
or involved in research, development, and related activities in
connection with the Project.

d\. [Protection of Animals]{.underline}. The Recipient agrees to comply
with the requirements of the Laboratory Animal Welfare Act of 1966, as
amended, 7 U.S.C. §§ 2131 *et seq*., and U.S. Department of Agriculture
regulations, "Animal Welfare," 9 C.F.R. Subchapter A, Parts 1, 2, 3, and
4 pertaining to the care, handling, and treatment of warm blooded
animals involved in Project research, development, and related
activities.

e\. [Export Control]{.underline}. The Recipient agrees that any
technical information developed in the course of implementing the Grant
Agreement or Cooperative Agreement for the Project may be subject to
export control regulations promulgated by the U.S. Department of
Commerce, Bureau of Export Administration, and by other Federal
Government departments, including the U.S. Department of State, the
U.S. Department of the Treasury, and the U.S. Department of Defense.
Thus, the Recipient agrees that it will not export any technical
information or any direct product of that technical information that is
regulated by U.S. Export Control regulations, directly or indirectly, to
any countries or any foreign persons without first obtaining the
necessary Federal license(s) and complying with any applicable
U.S. Export Control regulations.

**Section 42. Special Provisions for the Medical Transportation
Demonstration Projects.**

The Recipient of Federal assistance under the Medical Transportation
Demonstration Program agrees to comply with 49 U.S.C. § 5314(a)(6) and
other applicable Federal laws, regulations, and directives, when issued,
except to the extent FTA determines otherwise in writing.

**Section 43. Special Provisions for the National Technical Assistance
Center for Senior Transportation.**

The Recipient of Federal assistance authorized to implement the National
Technical Assistance Center for Senior Transportation agrees to comply
with the requirements of 49 U.S.C. § 5314(c) and other applicable
Federal laws, and with FTA regulations and directives, when issued,
except to the extent that FTA determines otherwise in writing.

**Section 44. Special Provisions for Human Resources Fellowships.**

The Recipient agrees that the following provisions apply to Human
Resources Fellowships Program assistance authorized under 49 U.S.C.
§ 5322(b), and agrees to comply with the requirements thereof:

a\. [General]{.underline}. The Recipient agrees to comply with the
49 U.S.C. § 5322(b) and other applicable Federal regulations, and
directives, when issued, except to the extent that FTA determines
otherwise in writing.

b\. [Fellowship Awards]{.underline}. The Recipient agrees any individual
who receives a fellowship financed with Federal assistance under this
program will be selected on the basis of demonstrated ability and the
contribution the individual reasonably can be expected to make to an
efficient public transportation operation.

**Section 45. Special Provisions for Job Access and Reverse Commute
Formula Grant Program.**

The Recipient agrees that the following provisions apply to Job Access
and Reverse Commute Formula Grant Program assistance authorized under
49 U.S.C. § 5316, and agrees to comply with the requirements thereof:

a\. [Genera]{.underline}l. The Recipient agrees to comply with 49 U.S.C.
§ 5316, and provisions of 49 U.S.C. § 5307 and with other Federal laws
that may be applicable, and with Federal regulations and directives,
when issued, except to the extent that FTA determines otherwise in
writing.

b\. [Participation of Subrecipients]{.underline}. The Recipient agrees
to enter into a written agreement with each subrecipient participating
in a Job Access and Reverse Commute Project, which agreement sets forth
the subrecipient's responsibilities, and includes appropriate clauses
imposing requirements necessary to assure that the subrecipient will not
compromise the Recipient's compliance with Federal requirements
applicable to the Project and the Recipient's obligations under the
Grant Agreement and this Master Agreement.

**Section 46. Special Provisions for Over‑the‑Road Bus Accessibility
Projects.**

The Recipient agrees that the following provisions apply to Federal
assistance authorized under the Over‑the‑Road Accessibility Program
Grants, and agrees to comply with the requirements thereof:

a\. [General]{.underline}. Except to the extent that FTA determines
otherwise in writing, the Recipient agrees to comply with any applicable
Federal directives that may be issued to implement the Over‑the‑Road Bus
Accessibility Program authorized by section 3038 of TEA‑21, as amended
by section 3039 of SAFETEA‑LU, 49 U.S.C. § 5310 note.

b\. [Accessibility]{.underline}. The Recipient agrees to comply with the
\"Over‑the‑Road Buses,\" regulations within "U.S. DOT regulations,
\"Transportation Services for Individuals with Disabilities (ADA),\"
49 C.F.R. Part 37, Subpart H, and with joint U.S. ATBCB/U.S. DOT
regulations, \"Americans With Disabilities (ADA) Accessibility
Specifications for Transportation Vehicles,\" 36 C.F.R. Part 1192 and
49 C.F.R. Part 38.

c\. [FTA Notice]{.underline}. The provisions of the most recent
applicable FTA Notice pertaining to Over‑the‑Road Bus Accessibility
Program Grants, and any subsequent revision thereto, supersede
conflicting provisions of this Master Agreement.

**Section 47. Special Provisions for State Infrastructure Bank
Projects.**

The Recipient agrees that the following provisions apply to a Project
financed with Federal assistance deposited in a State Infrastructure
Bank, and agrees to comply with the requirements thereof:

a\. [General]{.underline}. The Recipient agrees to administer its
Project in accordance with applicable requirements of laws applicable to
the SIB that provides Federal assistance for the Project. Federal
requirements for the Project may be set forth in: (1) 23 U.S.C. § 610,
(2) section 1511 of TEA‑21, 23 U.S.C. § 181 note, (3) section 350 of the
National Highway System Designation Act of 1995, as amended, (NHS Act),
23 U.S.C. § 101 note, (4) any law amending any of the foregoing, and any
subsequent law applicable to the Project, (5) any other applicable
Federal directives that may be issued, except to the extent FTA
determines otherwise in writing, (6) the terms and conditions of
U.S. Department of Labor Certification(s) of Public Transportation
Employee Protective Arrangements, (7) the Cooperative Agreement
establishing the State Infrastructure Bank (SIB) program in the State
(entered into by the Federal Highway Administrator, Federal Transit
Administrator, and authorized State official), and (8) the FTA Grant
Agreement providing Federal assistance for the SIB Project; except,
however, any provision of this Master Agreement conflicting with
applicable Federal law, applicable Federal SIB Guidelines, the
Cooperative Agreement establishing the SIB program within the State, or
this Grant Agreement will not apply to the Grant Agreement or the
Project to the extent the SIB program is involved, except to the extent
FTA determines otherwise in writing.

b\. [Limitations on Accessing Federal Assistance in the Transit
Account]{.underline}. The Recipient understands that the total amount of
Federal assistance awarded under the Grant Agreement for the SIB may not
be available for immediate withdrawal. Thus, the State agrees to
restrict the amount of Federal assistance it withdraws to an amount not
exceeding the limitations specified in its Grant Agreement or the
Approved Project Budget for that Grant Agreement.

**Section 48. Special Provisions for TIFIA Projects.**

To the extent applicable, the Recipient agrees to administer each
Project financed with Federal assistance authorized under the
Transportation Infrastructure Finance and Innovation Act, as amended, in
accordance with: (1) 23 U.S.C. §§ 601 through 609, including any further
amendments thereto that may be enacted; (2) 49 U.S.C. §§ 5307, 5309, and
5323(o); (3) joint U.S. DOT/FTA regulations, \"Credit Assistance for
Surface Transportation Projects,\" 49 C.F.R. Part 80 and 49 C.F.R.
Part 640, to the extent those regulations have not been superseded by
SAFETEA‑LU, and any subsequent amendments to those regulations when
promulgated. Any provision of this Master Agreement that conflicts with
23 U.S.C. §§ 601 through 609, 49 U.S.C. §§ 5307, 5309, 5323(o), or the
foregoing joint U.S. DOT/FTA regulations, or amendments thereto will not
apply to the TIFIA Loan or Loan Guarantee for the Project. The Recipient
agrees that FTA may declare the Recipient in violation of the Master
Agreement if the Recipient has defaulted on a TIFIA Loan or a Loan
guaranteed under TIFIA and such default has not been cured within 90
days.

**Section 49. Disputes, Breaches, Defaults, or Other Litigation.**

The Recipient agrees that FTA has a vested interest in the settlement of
any dispute, breach, default, or litigation involving the Project.
Accordingly:

a\. [Notification to FTA]{.underline}. The Recipient agrees to notify
FTA in writing of any current or prospective major dispute, breach,
default, or litigation that may affect the Federal Government\'s
interests in the Project or the Federal Government\'s administration or
enforcement of Federal laws or regulations. If the Recipient seeks to
name the Federal Government as a party to litigation for any reason, in
any forum, the Recipient agrees to inform FTA in writing before doing
so. Each notice to FTA under this Section shall be sent, at a minimum,
to the FTA Regional Counsel within whose Region the grantee operates its
public transportation system.

b\. [Federal Interest in Recovery]{.underline}. The Federal Government
retains the right to a proportionate share, based on the percentage of
the Federal share awarded for the Project, of proceeds derived from any
third party recovery, except that the Recipient may return any
liquidated damages recovered to its Project Account in lieu of returning
the Federal share to the Federal Government.

c\. [Enforcement]{.underline}. The Recipient agrees to pursue all legal
rights provided within any third party contract.

d\. [FTA Concurrence]{.underline}. FTA reserves the right to concur in
any compromise or settlement of any claim involving the Project and the
Recipient.

e\. [Alternative Dispute Resolution]{.underline}. FTA encourages the
Recipient to use alternative dispute resolution procedures, as may be
appropriate.

**Section 50. Amendments to the Project.**

The Recipient agrees that a change in Project circumstances causing an
inconsistency with the terms of the Grant Agreement or Cooperative
Agreement for the Project or this Master Agreement will require an
amendment to the Grant Agreement or Cooperative Agreement for the
Project signed by the original signatories or their authorized designees
or successors. The Recipient agrees that a change in the fundamental
information submitted in its Application will also require an Amendment
to its Application or the Grant Agreement or Cooperative Agreement for
the Project.

**Section 51. FTA\'s Electronic Management System.**

a.  [Recipient Use]{.underline}. Unless FTA permits otherwise in
    writing, the Recipient agrees to use FTA\'s electronic management
    system to submit information and reports to FTA. FTA, however,
    reserves the right to determine the extent to which the Recipient
    may use FTA\'s electronic management system to execute legal
    documents pertaining to FTA Projects.

b.  [TEAM System Terminology]{.underline}. The Recipient and FTA agree
    that the terms used by FTA in its current Transportation Electronic
    Management (TEAM) system do not necessarily reflect, and are not
    intended to be treated as, the exclusive evidence of what the such
    matters as Project, its scope, activities, *etc* include, except to
    the extent FTA so states in writing. FTA reserves the right to treat
    information other than that reflected in the TEAM system as
    determinative of what constitutes the "Project," "Scope of the
    Project," and "Project Activities."

**Section 52. Information Obtained Through Internet Links.**

This Master Agreement may include electronic links to Federal laws,
regulations, and directives. FTA does not guarantee the accuracy of
information accessed through such links. Accordingly, the Recipient
agrees that information obtained through any electronic link within this
Master Agreement does not represent an official version of a Federal
law, regulation, or directive, and might be inaccurate. Thus,
information obtained through such links is neither incorporated by
reference nor made part of this Master Agreement. The Federal Register
and the Code of Federal Regulations are the official sources for
regulatory information pertaining to the Federal Government.

**Section 53. Severability.**

If any provision of the Grant Agreement or Cooperative Agreement for the
Project, or this Master Agreement is determined invalid, the remainder
of that Agreement shall not be affected if that remainder would continue
to conform to the requirements of applicable Federal laws or
regulations.