The URL can be used to link to this page

Metro ~ AG203001 ~ Tigard-Tualatin Schools Safe Routes To School Metro 600 NE Grand Ave. Portland,OR 97232.2736 Grant Agreement Metro Grant 936342 Project: Tigard-Tualatin Schools Safe Routes to School THIS AGREEMENT is between Metro, a metropolitan service district organized under the laws of the State of Oregon and the Metro Charter, located at 600 N.E. Grand Avenue, Portland, Oregon 97232-2736, and City of Tigard, referred to herein as"Grantee,"located at 13126 S.W. Hall Boulevard,Tigard,Oregon 97223. A. Recitals 1. Metro and its Regional Travel Option's(RTO)program is the recipient of Federal Transit Administration("FTA) Congestion Mitigation and Air Quality(CMAQ)and Surface Transportation Block Grant(STSG)grant funds, and wishes to enter into this Agreement with the Grantee, utilizing these federal funds. 2 Metro considers the Grantee to be a subreciplent of federal funds, Funding for this project is obtained from a Grant Agreement between Metro and the FTA, utilizing Congestion Mitigation and Air Quality(CMAQ)or Surface Transportation Block Grant(STSG)funds, CFDA No.20.507. As federal funds are involved in the Agreement, Exhibit C--Federal Clauses,Attachments A and B and Exhibit D—Department of Labor Clauses are attached hereto and by this reference made a part of this Agreement as if set forth in full. 3. The Regional Travel Options Program,hereinafter referred to as the"RTO Program"is a program of Metro designed to assist local governments and non-profit agencies in managing demand on the transportation system and increasing use of travel options. 4. Metro selected Grantee, through a competitive process,to receive partial funding for the purpose of supporting the Tigard Tualatin Schools Safe Routes to School program. This project is expected to further the RTO Program effort toward accomplishing Regional Transportation Plan modal target of 40%non-SOV trips or higher,by the year 2040. The work plan elements outlined here are elements of a much larger Grantee work plan that is being partially funded using requested METRO RTO Program grant dollars for Metro fiscal years 19-20 through 21-22. B. Effective Date and Duration The beginning date of this Agreement is July 1, 2019, and shall remain in effect until and including July 31,2022 unless terminated or extended as provided in this Agreement. Costs incurred on or after July 1,2099 which are deemed allowable costs for this project,will be reimbursed once all parties have signed this Agreement and Metro has been presented with the appropriate invoice and documentation. C. Scope of Work Grantee shall provide all services and materials specified in the attached"Exhibit A—Scope of Work,"which is incorporated into this Agreement by this reference as if set forth in full. Grantee in accordance with the Scope of Work shall provide all services and materials,in a competent and professional manner. To the extent that the Scope of Work contains additional Agreement provisions or waives any provision in the body of this Agreement,the Scope of Work shall control. D. Compensation The total Agreement amount is ONE HUNDRED SIXTY-SEVEN THOUSAND ONE HUNDRED SIXTY-EIGHT AND NO/100""DOLLARS($167,188.00). This amount includes(1) FTA GRANT funds to be dispersed to Grantee not to exceed ONE HUNDRED FIFTY THOUSAND AND NOI100thsDOLLARS($150,000.00); (2)Grantee's non federal local match of SEVENTEEN THOUSAND ONE HUNDRED SIXTY-EIGHT AND NOMOO"'s DOLLARS ($17,168.00). 1 of 44 Revised,lune 2019 OMAlMB Metro 606 Nie Orand Ave. Grant Agreement Portland,OR 97232.2736 Metro Grant 936342 E. Payment 1. All invoice payments are conditional upon Metro's Project Manager approval of the Quarterly Progress Reports. Grantee shall present cost reports, reimbursement requests and progress reports to Metro's RTO Program Project Manager on a quarterly basis. 2. Qualified costs are direct project costs, incurred by the Grantee and personal services contractor(s)during the term of this Agreement that are eligible for federal funds, Metro shall reimburse Grantee for qualified costs for work described in Exhibit A, in accordance with: • 2 CFR 200- Uniform Guidance--Super Circular 3. Invoices shall display one hundred percent(100%)of the total project costs incurred during the period of the invoice, and identify any required matching amounts, if applicable. If Metro requests documentation, including without limitation copies of receipts for expenditures,timesheets,or system-generated accounting reports documenting the actual expense, Metro must receive the documentation before Metro makes payment. F. Subcontracts 1. Grantee shall not enter into any subcontract for any of the Services required by this Agreement without Metro`s prior written consent, Upon approval by Metro of a subcontract,the parties will amend the Agreement to include provisions related to the subcontract. 2. Metro's consent to any subcontract shall not relieve Grantee of any of its duties or obligations under this Agreement. Payment under the terms of this Agreement will be made to the Grantee and subcontractors have no right to payment directly from the Metro. 3. Grantee is solely responsible for paying Grantee's subcontractors and nothing contained herein shall create or be construed to create any contractual relationship between any subcontractor and Metro. G. Records Maintenance--Access 1. Grantee shall maintain all fiscal records relating to this Agreement in accordance with generally accepted accounting principles('GAAP"). In addition,Grantee shall maintain any other records pertinent to this Agreement in such a manner as to clearly document Grantee's performance. 2. Grantee acknowledges and agrees that Metro,the FTA,the Comptroller General of the United States and/or their duly authorized representatives shall have access to such fiscal records and other books,documents,timesheets, papers, plans and writings of Grantee that are pertinent to this Agreement to perform examinations and audits and make excerpts and transcripts. 3. Grantee shall retain and keep accessible all such fiscal records, books,documents,timesheets, papers, plans,and writings for a minimum of six(6)years,or such longer period as may be required by applicable law,following final payment and termination of this Agreement, or until the conclusion of any audit,controversy or litigation arising out of or related to this Agreement,whichever date is later, 2 of 44 Revised June 2018 OMA/MB Metro 600 NE Grand Ave. Grant Agreement Portland,OR 97232-2736 Metro Grant 936342 H. Indemnity Grantee is an independent contractor and assumes full responsibility for the performance of the Scope of Work and the content of its work and performance. Grantee agrees to indemnify and defend Metro and hold Metro, its agents, employees and elected officials harmless from any and all claims, demands,damages,actions, losses,and expenses, including attorney's fees at trial and on appeal, arising out of or in any way connected with its performance of this Agreement. I. Termination Metro may terminate this Agreement for cause or convenience. In the event of termination,Grantee shall be entitled to payment for qualified costs incurred before the date of termination. Metro shall not be liable for indirect or consequential damages. Termination by Metro shall not waive any claim or remedies it may have against Grantee, J. Insurance 1. Grantee shall purchase and maintain at Grantee's expense,the following types of insurance,covering Grantee, its employees,and agents: a) The most recently approved 150(insurance Services Office) Commercial General Liability policy, or its equivalent,written on an occurrence basis,with limits not less than $1,000,000.00 per occurrence and$1,000,000.00 aggregate. The policy will include coverage for bodily injury,property damage,personal injury, contractual liability, premises and products1completed operations. Grantee's coverage will be primary as respects Metro b) Automobile insurance with coverage for bodily Injury and property damage and with limits not less than minimum of$1,000,000.00 per occurrence c) Workers'Compensation insurance meeting Oregon statutory requirements including Employer's Liability with limits not less than$500,000.00 per accident or disease. 2. Metra,its elected officials, departments, emp1gyees, and agents shall be named as ADDITIONAL INSUREDS on Commercial General Liability and Automobile policies. 3. Grantee shall provide to Metro thirty(30)days'written notice of any material change or policy cancellation. 4. Grantee shall provide Metro with a Certificate of Insurance complying with this article upon return of the Grantee's signed Agreement to Metro. The Certificate of Insurance shall identify the Metro Grant number(936342). 3 o1`44 Revised June 2019 OMAIMB Metro 600 NF Grand Ave. Portland,4R 97232.2736 Grant Agreement Metro Grant 936342 K. Right to Wlthhold Payments Metro shall have the right to withhold from payments due Grantee such sums as necessary, in Metro's sole opinion,to protect Metro against any loss,damage or claim which may result from Grantee's performance or failure to perform under this Agreement or the failure of Grantee to make proper payment to any suppliers or subcontractors. Metro shall withhold 20%of the FTA grant funds,which it will release to Grantee after Metro accepts Grantee's final report. L. Federal,State,and Local Law Compliance 1. Grantee shall comply with the public contracting provisions of ORS chapters 279A,279B and 2790 and the recycling provisions of QRS 2798.025 to the extent those provisions apply to this Agreement. All such provisions required to be included in this Agreement are incorporated herein by reference. Grantee shall comply with all applicable requirements of slate civil rights and rehabilitation statutes, rules and regulations. 2. This Agreement is subject to a financial assistance agreement between Metro and the Federal Transit Administration (FTA), Grantee shall comply with all applicable federal laws,regulations, executive orders, rules, policies,procedures and directives,whether or not expressly set forth in this Agreement, including but not limited to the following,which are incorporated into and made a part hereof: the terms and conditions applicable to a"recipient"set forth in the October 1,2018 FTA Master Agreement[FTA MA 25)or most recent between Metro and the FTA FTA Circular 5010.1 E, Grant Management Requirements • FTA Circular 4220.1 F, 3`d Party Procurement Requirements • 2 CFR 200-Uniform Guidance--Super Circular 3. Grantee also shall comply with federal,state, and local laws,statutes, and ordinances relative to, but is not limited to, non-discrimination, safety and health,environmental protection,waste reduction and recycling,fire protection,permits,fees and similar subjects. M. Discrimination Prohibited No recipient or proposed recipient of any services or other assistance under the provisions of this Agreement or any program related to this Agreement may be excluded from participation in,be denied the benefits of,or be subjected to discrimination under any program or activity funded in whole or in part with the funds made available through this Agreement on the grounds of race,calor,or national origin,42 U.S.C. §2000d(Title VI),or on the grounds of religion,sex, ancestry, age,or disability as that term is defined in the Americans with Disabilities Act. For purposes of this section,"program or activity"is defined as any function conducted by an identifiable administrative unit of the Grantee receiving funds pursuant to this Agreement. 4 of a4 Revised June 2019 OMAlMs Metro 600 hal;Grand Ave, Portland,OR 97232-2736 Grant Areement Metro Grant 936342 N. Ownership of Documents and Credit to Metro I. All documents of any nature including, but not limited to, reports,drawings,works of art and photographs, produced by Grantee pursuant to this Agreement are the property of Metro,and it is agreed by the parties that such documents are works made for hire. Grantee hereby conveys, transfers,and grants to Metro all rights of reproduction and the copyright to all such documents. 2. Grantee shall ensure that all communications tools related to work performed under this Agreement including without limitation brochures and advertisements, Include language found in Exhibit B—"Partnership Requirements"which is attached hereto and by this reference made a part of this Agreement as if set forth in full. O. Project Information Grantee shall share all project information and fully cooperate with Metro, Informing Metro of all aspects of the project including actual or potential problems or defects. Grantee shall abstain from releasing any information or project news without the prior and specific written approval of Metro. P. Independent Contractor Status 1. Grantee shall bean independent Contractor for all purposes and shall be entitled only to the compensation provided for in this Grant. Under no circumstances shall Grantee be considered an employee of Metro. 2. Grantee shall provide all tools or equipment necessary to carry out this Grant,and shall exercise complete control in achieving the results specified in the Scope of Work. 3. Grantee is solely responsible for its performance under this Grant and the quality of its work;for obtaining and maintaining all licenses and certifications necessary to carry out this Grant;for payment of any fees,taxes, royalties,or other expenses necessary to complete the work except as otherwise specified in the Scope of Work;and for meeting all other requirements of law in carrying out this Grant. 4. Grantee shall identify and certify tax status and identification number through execution of IRS form W-9 prior to submitting any request for payment to Metro. Q. Assignment Grantee may not assign or transfer this Agreement without written permission from Metro. R. Choice of Law The situs of this Agreement is Portland,Oregon. Any litigation over this Grant shall be governed by the laws of the State of Oregon and shall be conducted in the Circuit Court of the State of Oregon for Multnomah County,or,if jurisdiction is proper, in the U.S. District Court for the District of Oregon. S. No Waiver of Claims The failure to enforce any provision of this Agreement shall not constitute a waiver by Metro of that or any other provision. s of 44 Revised June 2019 OMA/MB Metro 600 Nt Grand Ave, Grant Agreement Portland,OR 97232-27N Metro Grant 936342 T. Modification Notwithstanding and succeeding any and all prior agreements or practices,this Agreement constitutes the entire Agreement between the parties, and may only be expressly modified in writing,signed by both parties. U. Severability If any clause, sentence or any other portion of the terms and conditions of this Grant Agreement becomes illegal, null or void for any reason,the remaining portions will remain in full force and effect to the fullest extent permitted by law. V. No Special or Consequential Damages Grantee expressly waives any claims against Metro regarding the Scope of Work under this Agreement. Metro's liability under this Agreement shall be limited to payment of the Grant Funds,to the extent that Grantee has fully and completely complied with all terms and conditions of this Agreement. In no event shall Metro be liable for and the Grantee specifically releases Metro from any liability for special, punitive, exemplary, consequential, incidental or indirect losses or damages (in tort, contract or otherwise) under or in respect of this Agreement or for any failure of performance related to the Scope of Work or this Agreement,however caused,whether or not arising from Metro's sole,joint or concurrent negligence. GRANTEE, BY EXECUTION OF THIS AGREEMENT TO AGREE, HEREBY ACKNOWLEDGES THAT GRANTEE HAS READ THIS AGREEMENT TO AGREE, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. City of Tigard n Metro By: -�'' / By: Printed: oyil t"- �: Printed: l _ Title: i�Vt�i �t �� s r Title: Date: Date: } Overhead Rate Negotiated ;(requires documentation) (filled in by Metra} 6 of 44 Revised June 2019 QMAIMB Metro WO fYt 04nd Ave. Portland,OR 97232.2736 Exhibit A Scope of Work Metro Grant 936342 Safebutes Tigard Safe Routes to School Tigard-Tualatin Safe Routes to School Is UA F1 sck)pr� of Wo rk PROJECT DESCRIPTION This project will fund a Safe Routes to School(SRTS) Coordinator position for schools in the Tigard-Tualatin School District(TTSD), housed by the City of Tigard and coordinating with partners including TTSD,the Cities of Tualatin and King City, as well as other regional SRTS practitioners. The Coordinator will be the hub of local efforts to promote walking, bicycling, and busing for school and other trips. By working directly with individual schools, Tigard-Tualatin SRTS will foster a culture of active transportation among students and their families district-wide.Already a model for more suburban SRTS programs,Tigard-Tualatin SRTS will also prioritize sharing materials and lessons learned with other communities throughout the region. MAJOR PROJECT TASKS Task 1.Outreach and Administration 1.9 Maintain the SRTS Coordinator Staff Position The Coordinator will be the main point of contact between schools, school volunteers,and the Cities of Tigard,Tualatin, and King City.They will be responsible for organizing SRTS events and activities, presenting to school community members,and developing new outreach materials. Tina Skiles will continue in the role of the SRTS Coordinator,The following scope of work outlines her work plan for the 2019-2022 fiscal years. It lays out specific activities for the 2019-2020 school year,while providing more general direction and focus in subsequent years, allowing flexibility to take advantage of unforeseen opportunities and respond to issues that may arise. Deliverables • Ongoing activities and products from the SRTS Coordinator 1.2 Convene a Distrietwide SRTS Committee The Distdctwide SRTS Committee brings together representatives from TTSD,schools,cities,Washington County, SRTS National Partnership,school community members,and other stakeholders to strategize efficient ways of reaching students, delivering programming,and working with partners.The SRTS Coordinator will outreach directly to stakeholders Revised June 2017 OMA/MB 7 of 44 Metro Work 600 NE Grand Ave. Exhibit A --� Scope of VVork Portland,OR97232-2736 Metro Grant 938342 and current community volunteers to build on the existing Tigard SRTS Committee, as well as working with individual schools to identify and retain parent and teacher volunteer School Champions. The Committee will meet quarterly to update all stakeholders on activities and to coordinate between jurisdictions and other partners. In winter 19-20,the Committee will confirm major activities and commitments within short(2019-2020 school year), medium (2020-2022 school year), and long (through 2024)time frames. Deliverables • Quarterly SRTS Committee meeting agendas, minutes, and sign-in sheets 1.3 Collaborate Regionally With the new regional SRTS Coordinator at Metro, as well as several Washington County practitioners,there are new opportunities for collaborating and sharing with other professionals implementing SRTS activities.The Tigard-Tualatin SRTS program is poised to leverage the new Metro regional SRTS Coordinator and participate in collaboration between SRTS practitioners.The materials previously developed translate SRTS concepts and approaches to a more suburban community.Tigard SRTS has demonstrated eagerness to share materials and resources,from sharing the bike fleet with Wilsonville,to offering Poster Contest sample materials for Clackamas County SRTS to pilot in Molalla,to attending the Portland Area SRTS Practitioners meetings and contributing lessons learned.Tigard SRTS is in collaboration with other Washington County SRTS providers on initiatives such as a bike fleet and traffic garden. The SRTS Coordinator will collaborate with other SRTS coordinators to promote and support SRTS across the region. They will attend SRTS meetings and share resources developed through the Tigard-Tualatin program with other programs. Deliverables • Meeting attendance and resource sharing at Portland area SRTS meetings • Meeting attendance and resource sharing at Washington County and Oregon SRTS meetings Task 2. Education Task 2.1 Develop and Implement.Rolling &Strolling Elementary Physical Education(PE)Curriculum Pedestrian traffic safety education is an essential component of a SRTS program and builds important skills for students to feel comfortable traveling by foot.The SRTS Coordinator will work with TTSD PE teachers to refine existing curriculum to provide pedestrian, bicycle, and scooter safety education through elementary school PE classes.The Coordinator will organize and facilitate the training, and help interested teachers serve all schools in the program. Deliverables • Refined Rolling & Strolling Curriculum for pedestrian/bicycle/scooter safety education in elementary school PE programs • Rolling&Strolling Curriculum taught at three or more schools Revised June 2017 OMA/MS 8 of 44 Metro 600 NE Grind Ave, Portland,OR 07232-2736 Exhibit A -- Scope of Work Metro Grant 936342 Task 2.2 Conduct Bicycle Safety Education Bicycle safety education is particularly beneficial for older elementary and middle school students,who can travel further than younger students and who may be trusted to get to school on their own.This age group can make decisions about bicycling on low-traffic streets, if they are aware of the proper rules of the road and comfortable riding a bicycle while being aware of their surroundings. The last RTO grant cycle funded a fleet of 30 bicycles and trailer for TTSD schools,which the program will continue to use to teach bicycle safety education.The student education component will include in-classroom lessons and on-bicycle`bike rodeos'focused on upper elementary and middle school students.With assistance from The Street Trust andlor WashCo Bikes,the SRTS Coordinator will continue to support Metzger ES and Fowler MS teachers deliver bicycle safety education classes. SRTS Coordinator will also provide logistical support and start-up assistance for other TTSD schools implementing in-school or after-school bicycle safety programs,with highest priority given to Title 1A schools. In addition,the SRTS Coordinator will work with TTSD schools to pursue the opportunity of repainting a playground to include a traffic garden, or a street grid for teaching traffic safety. Metzger Park may be a good candidate,due to a reciprocal use agreement already in place with the school. Deliverables • Bike education available for at least three Tigard and Tualatin schools • Bike rodeos offered as a SRTS menu option • Evaluate the opportunity for a future traffic garden Task 2.3 Parent Education and Outreach to Parents Parent trainings educate parents about the SRTS program, benefits of participating, and how they can get involved. Trainings will provide parents with information they will need to safely walk and bicycle with their children to school and will address common concerns parents may have.Trainings will also highlight specific SRTS activities,such as Walking School Buses and Bike Trains, which can overcome parents'concerns about supervision,traffic safety,and stranger danger,as well as smaller events that parents can organize to build on school-based events. Outreach to parents will leverage the SRTS Champion program previously initiated to identify, support,and nurture volunteers at participating schools.The program is designed to foster participation from multiple volunteers and to facilitate Champion transitions as needed. Deliverables • Parent presentations at five to six schools each year • Annual Breakfast of Safe Routes Champions Task 2.4 Conduct Bus Education and Encouragement New for the 2019-2022 RTO grant cycle,the SRTS Coordinator and partners will encourage school bus use and promote safe behaviors on the bus. Key elements of this promotion include: Revised.June 2017 OMAIMB 9 of 44 Metro 664 NE Grand Ave. Exhibit A — Scope of Work Portland,OR 97232-2736 Metro Grant 936342 • Mapping existing bus routes with bus stops in GIS. The City will create maps for TTSD that show bus stop locations for district planning purposes, as well as bus route and stop maps for each school, to communicate routes with parents. • Surveying school bus drivers to identify safety concerns at school bus stops. • Inventorying pedestrian infrastructure along the routes to bus stops. Planners at the City of Tigard will use the new bus stop maps to consider and prioritize infrastructure needs along the routes to school bus stops. • Surveying bus riders to determine their concerns and opportunities to better support safe bus riding behaviors and promote bus riding. • Encouraging and Incentivizing school bus riders similarly to walkers and bikers, as part of regular SRTS activities and events. This may include specific activities and incentives for bus riders, identifying options for students who miss the bus, and communicating appropriate bus riding behaviors. Responses from the surrey will guide the specific implementation activities at each school. Deliverables • TTSD Transportation Manager provided external access to SRTS layer in Tigard Maps (GIS) including current streets, bus stops, and sidewalk presence to assist TTSD in planning safe bus stops and routes • School bus route maps for all schools in TTSD • Bus rider survey and responses • Activities to encourage and incentivize riding the school bus Task 3. Encouragement Task 3.1 Host District-wide Walk+Roll to School Days Kicking off the school year with a district-wide coordinated event helps families establish active transportation patterns for the whale year.These events can launch the SRTS program for the year and generate excitement at new schools.The SRTS Coordinator will work with PSOs and school staff at schools that have been participating in SRTS, to promote local implementation of international Walk to School Day on the first Wednesday in October and Walk+Roll Challenge In May. The Coordinator will focus on schools newer to the program,to explain the benefits of encouragement days and SRTS in general, and helping organize specific activities at Interested schools. For both events,the Coordinator will coordinate with Washington County, Metro, ODOT, and other resources that are available for incentives and activities to support the event. The SRTS Coordinator will work with the SRTS Committee to identify volunteers, plan events,coordinate distribution of resources, and solicit media attention to publicize Walk+Roll to School Days.The SRTS Coordinator will draft a press release for Cities of Tigard, Tualatin, and King City to release, and will help coordinate media attention at Walk+Roll to School Days throughout the Tigard-Tualatin area. Deliverables • Annual Fall International Walk+Roll to School Day, outreach materials,participation numbers and success stories • Annual Spring Walk+Roti to School Challenge,outreach materials, participation numbers and success stories Revised June 2017 MAIMS 10 of 44 Metro 600 NE Grand Ave. Exhibit A — Scope of Work Portland.f)R 93232-2738 Metro Grant 936342 Task 3.2 Organize Annual Bike Rodeo Through the current grant, Tigard is hosting an annual Bike Rodeo, promoting safe bicycling to families throughout the city.TriSports and the WashCo Bikes provided Instructor and mechanic support. In the 2019-2022 cycle, the SRTS Coordinator will continue organizing this annual event, hosted by the City of Tigard. Starting in Spring 2021,the SRTS Coordinator will begin working with the City of Tualatin to host a similar bike rodeo event. It may offer a bicycle safety check,a helmet pledge, skills stations, and an obstacle course. Deliverables • Annual bike rodeo for Tigard New bike rodeo for Tualatin Task 3.3 Promote Encouragement Events and Activities Tigard SRTS's Menu of SRTS Activities helps schools and families determine how to engage with SRTS in their school communities.The Menu provides a brief explanation of what activities are and why the community might select each one. Recognizing that SRTS efforts are more effective when schools and volunteers have the flexibility to implement activities and events particularly interesting to them,the SRTS Coordinator will support volunteers in developing and establishing a range of programs.The SRTS Coordinator will continue to work with participating schools to determine specific activities that local volunteers are interested in leading,with Coordinator support. In the new grant cycle,the SRTS Coordinator will emphasize ongoing activities that foster behavior change. Schools will be encouraged to select a day each week or an entire week or month for additional Walk+Roll events,such as Walk+Roll Wednesdays, or Feet-First Fridays,Walktober, Bike Month,etc. Encouragement programs will make use of readily- available resources,such as the Monthly Walk and Bike Themes available from the Oregon SRTS website. Finally,the SRTS Coordinator will work with local businesses and Parent Support Organizations(PSO)to solicit incentives to offer participating students and families. Incentives as simple as coffee and muffins can encourage parents to walk to school and visit with other parents,while larger donations can be sponsorship and advertising opportunities for local businesses.The Coordinator will also take advantage of free incentives,such as those available through ODOT, Metro, and others. Deliverables • Menu of activities • Tracking activities at each school(Golden Sneaker,Art Contest, Bike Fairy, etc.) • Participation numbers • Incentives donated and handed out Task 3.4 Engage High School Youth Nigh school youth can get engaged in SRTS programs by organizing Walk+Roll events at their school or other local middle and high schools.They can participate in walk audits and learn about the process for how cities invest in infrastructure improvements.They can promote walking,biking,busing, and carpooling to their pears,fostering a school culture of active and shared transportation. Revised June 2017 OMA/MB 11 of 44 Metro 600 N6 Grand Ave. Exhibit A — Scope of Work Portland,OR P232-2736 Metro Grant 936342 To kick off this work,the SRTS Coordinator will hold a focus group with students to discuss their transportation habits, challenges with active and shared options, and opportunities to integrate travel options into their daily lives. Events and activities focused on older elementary and middle school involvement will take a more leadership-focused approach. Based on feedback from students,the SRTS Coordinator will plan follow-up events and work with other youth program providers to implement key recommendations. Deliverables • Student focus groups with agendas and notes Student-led eventlactivities at both high schools Task 4.Enforcement Task 4.1 Train Crossing Guards The Tigard-Tualatin School District currently pays for nine crossing guards to help children safely cross the street at key locations.They help raise the visibility of pedestrians and bicyclists, as well as reinforcing appropriate transportation behaviors_ However, training for crossing guards varies by school, and the role is not consistent throughout TTSD. In fall 2019,the SRTS Coordinator will develop a crossing guard training, based on existing training videos and presentations.An annual Crossing Guard training will be offered during a TTSD inservice day_ Deliverables • Training presentation, invitation,agenda, notes, sign-in sheet Task S. Engineering Task 6.1 Develop School Action Plans&Suggested Route Maps The SRTS Coordinator has organized and lead walk audits at all six elementary schools in Tigard, as well as at two middle schools and beer Greek Elementary in Icing City. City staff have participated and developed infrastructure recommendations to improve walking and biking access to the schools, and the SRTS coordinator is completing school Action Plans at all 9 schools where walk audits have been held(anticipated completion June 2019). In the new grant cycle,the SRTS Coordinator will orchestrate the completion of Action Plans at Tigard High School, coordinated with Task 3.4 High School Youth Engagement.This may involve students in walk audits and observation as part of classes. The SRTS Coordinator will further work with the City of Tualatin to begin working with five schools in Tualatin.This will be most successful once the Coordinator has laid groundwork for SRTS programs, and is proposed for the second or third year of the grant. In particular,there is an opportunity to conduct walk audits in conjunction with the City's upcoming Transportation System Plan update,which would integrate school access improvements into the City's greater plan and process for foster safe walking and bicycling. Using the information compiled from the Action Pians and community feedback, staff will develop a Suggested Walking and Biking Route map for each school that has a completed Action Plan,which shows the bicycle and pedestrian facilities Revised dune 2017 OMA MB 12 of 44 Metro 600 N4 Grand Avg. Portland,4R 97232.2736 Exhibit A — Scope-off Work Metro Grant 936342 and access within a mile or less of the school.The map will show crossing guard locations,crosswalks,traffic signals, sidewalk locations,trails,bike parking, and other facilities. DaNverables • Now walk audits and Action Plan at Tigard High School • Coordination with Tualatin at five schools • School access considered in Tualatin planning efforts Task 5.2 Integrate SRTS into Planning Processes The SRTS Coordinator will work with city staff and SRTS partners to begin implementation of the school Action Plans. The City of Tigard will prepare a sidewalk gap analysis to determine pedestrian access needs near schools throughout the city. The SRTS Coordinator will also conduct an inventory of bicycle parking at all schools in the district, considering quantity, type, location,covering,and signage.This process will help TTSD and cities prioritize which schools should receive new bike racks,or support future grant applications for funding bike parking improvements. The SRTS Coordinator will be available to review development pre-applications or sidewalk and trails projects that may impact school commutes.The Coordinator will support other staff in Community Development and Public Works in evaluation of capital improvement projects for their impact on school travel. Deliverables • Sidewalk gap analysis for City of Tigard • Bike rack inventory • Review pre-applications Task 6. Evaluation The evaluation approach will conform to the National Center for SRTS (NG-SRTS)guidelines and will include the student hand tallies,parent surveys, and participation tracking previously discussed. Task 6.1 Collect Handl Tallies The SRTS Coordinator will work with teachers at each school to administer the tallies to their classrooms in the spring of each year of the program.Tally methodology will follow the NC-SRTS recommended data collection methods, and tallies will be entered into the Data Center to be used by regional and statewide evaluation efforts.While the NC-SRTS methodology requires tallies from two classrooms per grade per school,this effort will collect information from as many classrooms as possible. Deliverables • Hand tally data from each school, using NC-SRTS data collection methods,entered into the Data Center Revised June 2017 OMA/MB 13 of 44 Metro 00 INIF r4mnd AVV. Exhibit A — Scope of Work Portland,4R 97232-2736 Metro Grant 936342 Task 6.2 Collect Parent Surveys To comply with best practices and other evaluation efforts,the Tigard-Tualatin SRTS program will be evaluated using the NC-SRTS parent/guardian surveys and following the approved NC-SRTS data collection methodology.A superior Spanish language parent/guardian survey has been developed as part of Washington County's SRTS program,which can be used by Tigard. Parent surveys will be administered in spring 2020 to schools that are newly entering the program,and again in spring 2022 to compare with the previously-collected surveys to analyze before and after perceptions of the benefits of active transportation and continuing barriers to walking and bicycling. Deliverables • Baseline parent surveys at new schools • Follow up parent surveys at each school Task 6.3 Track Participation Because mode shift is a long-term goal that may take years to realize,the program will also track student and parent participation in SRTS activities and events,to assess the number of people reached by the program and number of events offered.Surveys or evaluation forms will be used to solicit success stories or ether feedback,which can be used to gauge interest in and perceptions about the program. The City will use a shared GoogleDoc or other simple online spreadsheet to easily track events and activities. Parent Champions and others involved with implementing SRTS activities will be trained to update information as applicable. Deliverables • Catalogue of activities at each school,with dates, participation numbers Task 6.4 Develop Evaluation Report The data collected in the hand tallies, parent surveys, and participation numbers from school events will be combined with narrative about successes to develop a one-page Report Card that summarizes the SRTS program at the school, as well as a final Evaluation Report that summarizes the program's activities over the course of the grant. The SRTS Coordinator will work with the schools to produce a summary report each year that displays evaluation results in a visual and graphical format to promote the program within the community.The aforementioned data collection will be combined into a report that will track program progress toward goals. Results will be presented for the overall program as well as highlights at each school.The report will be a resource for educating the public about the benefits of SRTS in Tigard and how the community as a whole profits from the programming. The SRTS Coordinators, along with City of Tigard, City of Tualatin, and City of King City, school, and District staff,will be invited to review and provide insights and feedback on the draft report. Deliverables • Yearly annual report • Final Evaluation Report Revised June 2017 OMAIMB 14 of 44 Metro 600 NE Grand Ave. Exhibit A — Scope of Work Portland,aR 97232.2736 Metro Grant 936342 Estimated Budget: Coordinator Tota[ Task 1 Task 2 Task 3 Task 4 Task 6 Task 6 $167,168 $33,434 $41,792 $41,792 $3,343 $33,434 $13,373 Note: Metro acknowledges the schedule of the project timeline and budget is an approximation used for initial planning and budgeting purposes. Any significant changes to the above schedule and budget must be made in writing and approved in writing by the Metro project manager. (1) FTA GRANT funds to be dispersed to Grantee not to exceed($150,000.00) The amount the Grantee is required to spend to match Metro's grant: (2)Grantee's non federal local match(10.27%)of($17,158.00). Grantee's invoices shall include: * Metro Grant number(935342) * Grantee name * remittance address * invoice date * invoice number invoice amount * Local Match amount * itemized statement of work performed and expenses incurred during the invoice period Required to be submitted quarterly and uploaded into ZoomGrants Revised June 2017 OMA1MB 15 of 44 Metro ro B 600 N�Grand Ave, Exhibit v Portland,OR 07232.2736 Partnership Requirements Partnership Requirements All grantees, including all project or program team members,engage in a partnership with Metro,RTO Program staff and other RTO program partners. Partnership multiplies the benefits of an RTO Program grant by applying current strategies and brands while incorporating lessons iearned. The purpose of partnership requirements are to set up partners for success in their grant projects. These requirements help partners produce solid evidence of the efficient and effective use of their regional funds. RTO Program is available to support partners by providing tools and guidance to achieve a successful grant project starting at project planning and even after the grant cycle is completed. Grantees must consider the Partnership Requirements during the planning, measurement,and reporting of their grants and include steps during these processes to complete the requirements where appropriate. Partners are responsible for communicating these requirements to appropriate staff members. Partnership requirements apply to anything included in the grant agreement or made possible by the grant agreement_ Exceptions to the requirements can be requested by.emailing RTO Program staff and if agreeable, may be granted with confirmation provided in writing by RTO Program staff. Instructions: Read and initial Applying Strategies and Collaborating with RTO Partners Grantee will review the 2018 RTO Program Strategy and the RTO Program Marketing Strategy and use messages,approaches,and techniques with applicable audiences. Grantee will participate in the RTO Program Collaborative Marketing Group and RTO Basecamp, including attending bi-monthly meetings, sharing successful projects, and implementing regional marketing campaigns when applicable. Resources can be found online at oregonmetro.gov/collaborativemarketing. Basecamp invites are sent after grants are awarded. If the grant is focused on commute options,grantee will coordinate frequently with employer outreach partners affected by this project scope or located in the project geographic area to exchange existing tools,campaigns, and support ECO surveys. Project Materials Grantee will attribute credit to the Federal Transit Administration and Metro on all project materials, such as reports, booklets, brochures,web pages, and social media posts.Attribution on materials must read "Made possible with support from Metro and the Federal Transit Administration." If marketing is done with audio only,spoken attribution language must be"This project is made possible by a partnership with Metro,with support by the Federal Transit Administration." Grantee will include the Metro logo on all print ads, banners,flyers, posters, signage,and videos. Grantee will include the Metro logo on all marketing and advertising materials, both print and online(size permitting). Grantees will seek Metro approval through the grant manager of any materials where the Metro logo is included to ensure proper logo design and placement. Metro logos and usage guidelines can be found in the RTO Program Basecamp. For non-commercial promotional photo needs, grantee will browse the existing RTO Program Flickr account, linked on the RTO Program Basecamp. Grantee will refer to each photo's guidance for determining attribution and any use restrictions.Grantee will share project photos, flyers,and any other items that have potential value to partners to the RTO Program Basecamp. For wayfinding signage,grantee will apply the Intertwine design guidelines, linked on the RTO Program Basecamp. For web-based resources needed for biking and walking info, grantee will include a link to Getting Around(oregonmetro.gov/gettingaround). Revised June 2017 OMA/MB 16 of 44 Metro B 600 hits Grand Ave_ Exhibit B Portland,OR 97232--2736 Partnership Requirements Events and Media Grantee will inform an RTO Program staff member of any event needs 90 days in advance. Grantee will mention support provided by Metro and the Federal Transit Administration in press releases and social media. Grantee will contact RTO Program staff as soon as possible if a reporter or media outlet inquires about efforts related to this grant project in order to consider partnership highlights.Grantee will contact RTO Program staff as soon as possible for any events or ceremonies in order to discuss if a Metro official should attend an event. Measurement and Evaluation Grantee will communicate, monitor and track progress,demonstrate impact, document lessons learned, and be accountable and transparent to Metro, partners and the benefiting communities.Grantee will review the Multiple Accounts Evaluation(MAE)framework at the beginning of the grant cycle,prioritize measurement efforts, collect qualitative and quantitative project data,and incorporate it into the tasks and deliverables throughout the grant cycle. Grantee will utilize qualitative data.The purpose of qualitative data is to help illustrate the impact of a project(the how and why), based on background information, descriptive text, and visuals.Stakeholder engagement can be a vital part of the qualitative process.We encourage grantees to engage with stakeholders, seek advice from RTO, and use resources from the RTO Program Basecamp. Grantee will utilize quantitative data.The purpose of quantitative data is to help illustrate the impact of a project based on comparable values. Grantee will use tools available on the RTO Program Basecamp when calculating vehicle miles reduced, emissions reduced,gas savings or other numeric MAE metrics to ensure consistent methods. If collecting automated data(for example, bikelped counters),grantee will add the data to the PSU Bike-Ped Data Archive, linked on the RTO Program Basecamp. If the project includes conducting a survey,grantee will contact RTO Program staff for assistance and provide a draft to RTO Program staff. Grantee will meet with RTO Program staff for a yearly check-in.The grantee shall update RTO Program staff with details confirming that the groundwork Is set for this grant project to deliver measured results. Use of ZoomGrants Grantee will keep the application ownership up-to-date with staff turnover and coordinate with RTO Program staff to update the application in the event of a grant amendment. Grantee will use help.zoomgrants.com for troubleshooting before emailing RTO Program staff for assistance.Grantee will maintain the ZoomGrants application throughout the grant cycle to ensure reports and invoices are completed on time and accurately through the ZoomGrants platform. Grantee will thoroughly, consistently, and accurately complete and submit quarterly reports by the required due date via ZoomGrants. If reports will be late,grantee will contact RTO Program staff to discuss an extension. Reminder emails are sent 14 days before the due date, and each week if report is late. Quarterly invoices cannot be paid until quarterly reports are up-to-date. Grantee will submit a final grant report, summarizing the grant activity for the entire cycle, via ZoomGrants by the date set forth in the grant agreement.The final report will be consistent with the initial grant application as well as the outcomes and deliverables in the Scope of Work. Once the final report is submitted,the final invoice in ZoomGrants will be processed. �,, Initlal Here Revised June 2017 OMA/MB 17 of 44 Metro Exhibit C — Federal Clauses 600 NE Grand Ave. $100,000 and above Portland,OR U232-2736 Metro Grant 936342 The Grantee agrees to comply with all applicable Federal Clauses as outlined in the October 1, 2018 FTA Master Agreement[FTA MA 251, or most recent, including, but not limited to,the following: A. Ap dicatian of Federal,State,_and Local Laws, Regulations and Guidance. For purposes of this Master Agreement: (1) Federal re uirement. A Federal requirement includes, but is not limited to a: (a) An applicable Federal law, (b) Applicable Federal regulation, (c) Provision of the Recipient's Underlying Agreement, or (d) Provision of this Master Agreement, (2) Federal guidance, Federal guidance includes, but is not limited to: (a) Federal guidance such as a: 1 Presidential Executive Order, 2 Federal order that applies to entities other than the Federal Government, 3 Federal published policy, 4 Federal administrative practice, 5 Federal guideline, 6 Letter signed by an authorized Federal official,and 7 Other applicable Federal guidance as defined at section 1,j of this Master Agreement, or (b) Other Federal publications or documents providing official instructlons or advice about a Federal program that: 1 Are not designated as a"Federal Requirement" in section 2.c(1)of this Master Agreement,and 2 Are signed by an authorized Federal official, (3) Compliance. The Recipient understands and agrees that: (a) Federal Requirements. It must comply with all Federal requirements that apply to Itself and its Project, (b) Federal Guidance. FTA strongly encourages the Recipient and each of its Third Party Participants to follow Federal guidance as described in the preceding section 2.c(2)of this Master Agreement to ensure satisfactory compliance with Federal requirements, (c) Alternative Actions. It may violate Federal requirements if it: 1 Adopts an alternative course of action not expressly authorized by the Federal Revised June 2017 OMAlMB 18 of 44 Metra Exhibit C — Federal Clauses 6i30NPOrandAve, $100,000 and above Portland,t?R9723z•7736 Metro Grant 936342 Government in writing, and 2 Has not first secured FTA's approval of that alternative in writing, [FTA MastarAgreement§2.c(1)(2) (3)] B. No Federal Government Obligations to Third Parties. Except as the Federal, Government expressly consents in writing,the Recipient agrees that; (1) The Federal Government shall not be subject to any obligations or liabilities related to: (a) The Project, (b) Any Third Party Participant at any tier, or (c) Any other person or entity that is not a party(Recipient or FTA)to the underlying Agreement for the Project, and (2) Notwithstanding that the Federal Government may have concurred in or approved any solicitation or third party agreement at any tier that has affected the Project,the Federal Government shall not have obligation or liability to any: (a) Third Party Participant,or (b) Other entity or person that is not a party(Recipient or FTA)to the Underlying Agreement. [FTA MasterAgreement, §2.t] C. False or Fraudulent Statements or Claims. (1) Civil Fraud. The Recipient acknowledges and agrees that: (a) Federal law and regulations applyto itself and its Project,including: (1) The Program Fraud Civil Remedies Act of 1986,as amended, 31 U,S.C. §3801 et seq., and (2) U.S.DOT regulations, "Program Fraud Civil Remedies,"49 C.F.R. Part 31, (b) By executing the Underlying Agreement,the Recipient certifies and affirms the: (1) Truthfulness and accuracy of any (a) Claim, (b) Statement, (c) Submission, (d) Certification, (e) Assurance,or (f) Representation, and (2) For which the Recipient has made, makes, or will make to the Federal Government,and (c) The Recipient acknowledges that the Federal Government may impose the penalties of the Program Fraud Civil Remedies Act of 1986, as.amended,and other applicable penalties if the Recipient: Devised June 2097 OMA1MB 19 or44 0 Metro Exhibit C -- Federal Clauses 600 N�Grand Ave, $100,000 and above Portia nd,OR 07232-2736 Metro Grant 935342 (1) Presents,submits,or makes available any information in connection with any: (a) Claim (b) Statement (c) Submission (d) Certification (e) Assurance, or (f) Representation, and (2) That information is false,fictitious, or fraudulent, (2) Criminal_Fraud, The Recipient acknowledges that 49 U.S.C. §5323 (1) (1), authorizes the Federal Government to impose the penalties authorized by 18 U.S.C. § 1001 if the Recipient: (1) Presents, submits,or makes available any information in connection with any: (a) Claim (b) Statement (c) Submission (d) Certification (e) Assurance,or (f) Representation, and (2) That information is false,fictitious, or fraudulent, [FTA Master Agreement§3.0 D. Procurement. Access to Third Party Contract Records. The Recipient agrees to require,and assures that its Subrecipients will require,its Third Party Contractors at each tier,to provide: (1) The U.S. Secretary of Transportation and the Comptroller General of the United States,the State, or their duly authorized representatives, access to all third party contract records(at any tier) as required by 49 U.S.C.§5325(g), and (2) Sufficient access to all third party contract records (at any tier)as needed for compliance with applicable Federal laws and regulations or to assure proper Project management as determined by FTA. [PTA Master Agreement§I7(u)] E. Protect Implementation. Changes to Federal Requirements and Guidance. (1) Requirements and Guidance. New Federal Requirements and Guidance may: Revised June 2017 OMAlMB 20 of 44 0 Metra Exhibit G -- Federal Clauses 600 NEOrandAve. $100,000 and above Portland,OR97232^2736 Metro Grant 936342 a. Become effective after the FTA Authorized Official signs the Recipient's Underlying Agreement awarding funds for the Project, and L Apply to the Recipient or its Project, IFTA Master Agreement, §2.d(l)] F. Civil Rights. The Recipient understands and agrees that it must comply with applicable Federal civil rights laws and regulations, and follow applicable Federal guidance, except as the Federal Government determines otherwise in writing. Specifically: a. Nondiscrimination—Title VI of the Civil Rights Act. The Recipient agrees to,and assures that each Third Party Participant will: (1) prohibit discrimination based on: (a) race, (b) color,or (c) national origin (2) Comply with: (a) Title VI of the Civil Rights Act of 1964,as amended,42 U.S.C.2000d et seq., (b) U.S. DOT regulations,"Nondiscrimination in Federally-Assisted Programs of the Department of Transportation--Effectuation of Title VI of the Civil Rights Act of 1954," 49 G.F.R.Part 21 and (c) Federal transit law,specifically 49 U.S.C. §5332,as stated in the previous section 13.a of this Master Agreement,and (3) Except as FTA determines otherwise in writing,follow (a) The most recent edition of FTA Circular 4702.1 A,"Title VI and Title VI-Dependent Guidelines for Federal Transit Administration Recipients,"to the extent consistent with applicable Federal laws, regulations,and guidance. (b) U.S. DOJ,"Guidelines for the enforcement of Title VI, Civil Rights Act of 1984,28 C.F.R. §50.3,and (c) other applicable Federal guidance that may be issued, c. Equal Employment Opportunity. (1) Federal Requirements and Directives. The Recipient agrees to,and assures that each Third Party Participant will, prohibit discrimination on the basis of race, color,religion,sex, or national origin, and: (a) Comply with Title Vil of the Civil Rights Act of 1964, as amended,42 U.S.C. 20006 et seq. Revised June 2017 OMA1MB 21 of 44 ISI et ro Exhibit C -- Federal Clauses 600 NE Grand Ave, $100,000 and above Portland,011872W-2n6 Metro Grant 936342 (b) Facilitate compliance with 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. §2000e note, (c) Comply with Federal transit law, specifically 49 U.S.C. §5332, as stated in Section 13.a of this Master Agreement, and, (d) Comply with other applicable EEO laws and regulations, as provided in Federal guidance, including laws and regulations prohibiting discrimination on the basis of disability, except as the Federal Government determines otherwise in writing. (2) General. Recipient agrees to (a) Ensure that applicants for employment and employees are treated during employment without discrimination on the basis of their: 1 Race, 2 Color, 3 Religion, 4 Sex, 5 Disability, 6 Age,or 7 National origin. (b) Take affirmative action that includes, but is not limited to; 1 Recruitment advertising, 2 Recruitment, 3 Employment, 4 Rates of pay, 5 Other forms of compensation, 6 Selection for training, including apprenticeship, 7 Upgrading, 8 Transfers, 9 Demotions, 10 Layoffs, and 11 Terminations. (3) Equal Employment Opgortunity Recuirements for Construction Activities. In addition to the foregoing,when undertaking"construction"as recognized by the U.S. Department of Labor(U.S. DOL), the Recipient agrees to comply, and assures the compliance of each Third Party Participant,with: (a) U.S. DOL regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor,"41 C.F.R. chapter 60,and (b) 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. §2000e note, Revised June 2017 OMAIMB 22 of 44 Metro Exhibit C — Federal Clauses 600 Ne Gr4ndAve. $100,000 and above Podland,OR97232273fi Metro Grant 936342 d. Disadvantaged Business Enterprise. To the extent authorized by f=ederal law,the Recipient agrees to facilitate, and assures that each Third Party Participant will facilitate, participation by small business concerns owned and controlled by socially and economically disadvantaged individuals, also referred to as"Disadvantaged Business Enterprises"(DBEs), in the Project as follows: (1) Reauiremenfs. The Recipient agrees to comply with: (a) Section 1101(b)of MAP-21,23 U.S.C.§ 101 note, (b) U.S. DOT regulations, "Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs,"49 C.F.R. Part 26 and (c) Federal transit law,specifically 49 U.S.G. §5332, as stated in Section 13a. of this Master Agreement, (2) Assurance. As required by 49 C.F.R.§26.13(a),the Recipient provides assurance that: The Recipient shall not discriminate on the basis of race, color, national origin,or sex in the award and performance of any DOT-assisted contract or in the administration of its DBI; program or the requirements of 49 G.F.R. part 26. The Recipient shall take all necessary and reasonable steps under 49 C.F.R. part 26 to ensure nondiscrimination In the award and administration of ROT-assisted contracts. The Recipient's DBE program, as required by 49 C.F.R_part 26 and as approved by DOT, is incorporated by reference in this agreement. Implementation of this program is a legal obligation and failure to carry out its terms shall be treated as a violation of this agreement. Upon notification to the Recipient of its failure to carry out its approved program,the Department 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 of 1986,31 U.S.C.§3801 et seq., g. Nondiscrimination of the Basis of Disability. The Recipient agrees to comply with the following Federal prohibitions pertaining to discrimination against seniors or individuals with disabilities: (1) Federal laws, including: (a) Section 604 of the Rehabilitation Act of 1973,as amended,29 U.S.C.§794, which prohibits discrimination on the basis of disability in the administration of federally funded programs or activities, (b) 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; (c) 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; (d) Federal transit law, specifically 49 U.S.C. §5332, which now includes disability as a prohibited basis for discrimination, and (e) Other applicable laws and amendments pertaining to access for elderly individuals or individuals with disabilities, Revised June 2017 OMA/MB 23 of 44 Metro Exhibit C — Federal Clauses 600 NE Grand Ave, $100,000 and above Portland,097232.2738 Metro Grant 936342 (2) The following Federal regulations including: (a) U.S. DOT regulations, "Transportation Services for Individuals with Disabilities(ADA),"49 C.F.R. Part 37, (b) U.S. DOT regulations, "Nondiscrimination on the Basis of Disability in Programs and Activities Receiving or Benefiting from Federal Financial Assistance,"49 C.F.R. part 27, (c) U. S. DOT regulations"Transportation for Individuals with Disabilities: Passenger Vessels,"49 C.F.R. part 39, (d) Joint U.S.Architectural and Transportation Barriers Compliance Board (U.S.ATBCB) and U.S. DOT regulations, "Americans With Disabilities(ADA)Accessibility Specifications for Transportation Vehicles,"36 C.F.R. part 1192 and (e) U.S. DOJ regulations, "Nondiscrimination on the Basis of Disability in State and Local Government Services,"26 C.F.R. part 35, (f) U.S. DOJ regulations, "Nondiscrimination on the Basis of Disability by Public Accommodations and in Commercial Facilities,"28 C.F.R. part 36, (g) U.S. EEOC, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act,"29 C.F.R. part 1630, (h) U.S. Federal Communications Commission regulations,"Telecommunications Relay Services and Related Customer Premises Equipment for Persons with Disabilities,"47 C.F.R. part 64, Subpart 1`, (i) U.S.ATBCB regulations,"Electronic and Information Technology Accessibility Standards,"36 C.F.R. part 1194, and ()) FTA regulations, "Transportation for Elderly and Handicapped Persons,"49 C.F.R. part 609, and (1) Other applicable Federal civil rights and nondiscrimination guidance, [FTA Master Agreement§13(b) (c) (d) (g)] G. Private Enterprise. The Recipient agrees to protect the interests of private enterprise affected by Federal public transportation programs by: a. Participation. Encouraging private enterprise to participate in the planning of public transportation and the programs that provide public transportation, to the extent permitted by (1) 49 U.S.C. § 5306, [FTA Master Agreement§15(a)] H. Right of the f=ederal Government to Terminate. Revised June 2017 OMAIMB 24 of 44 Meer Exhibit C — Federal Clauses 600 NE Grand Am $� 00,000 and above partlar�d,i7E797T322736 Metro Grant 936342 a. Justification. After providing notice, the Federal Government may suspend, suspend then terminate,or terminate all or any part of the Federal funding awarded for the Project if: (1) The Recipient has violated the Underlying Agreement or this Master Agreement, especially if that violation would endanger substantial performance of the Project, (2) The Recipient has failed to make reasonable progress on the Project, (3) The Federal Government determines that the continuation of the Federal funding for the Project does not adequately serve the purposes of the law authorizing the Project. b. Financial implications. (1) In general,termination of Federal funding for the Project will not invalidate obligations properly incurred before the termination date to the extent those obligations cannot be canceled, and (2) The Federal Government may: (a) Recover Federal funds it has provided for the Project if It determines that the Recipient has willfully misused Federal funds by: 1 Failing to make adequate progress, 2 Failing to make appropriate use of Project property, or 3 Failing to comply with the underlying Agreement or this Master Agreement (b) Require the Recipient to refund 1 The entire amount of Federal funds provided for the Project,or 2 Any lesser amount as the Federal Government may determine, and c. Expiration of Project Time Period. Except for a Full Funding Grant Agreements, expiration of any Project time period established for the Project does not,by itself, constitute an expiration or termination of the underlying Agreement. IFTA MasterAgreement§12] Revised.lune 2097 OMAIMB 25 of 44 0 Metro Exhibit C — Federal Clauses 600 NE Grarid Aw. $100,000 and above Portland,DR 972322736 Metro Grant 936342 I. Debarment and Suspension. The Recipient agrees that: (1) It will not engage Third Party Participants that are debarred or suspended except as authorized by: (a) U.S. DOT regulations,"Nonprocurement Suspension and Debarment,"2 C.F.R. Part 9200, (b) U.S. OMB,"Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement), 2 C.F.R. Part 180, including any amendments thereto,and (c) Executive Orders Nos. 12549 and 12689. "Debarment and Suspension,"31 U.S,C. §6101 note, (2) It will review the"Excluded Parties Listing System"at http llepls.goyl(to be transferred to https://www.sam.gov), if required by U.S. DOT regulations, 2 C.F.R. Part 1200, and (3) It will include,and require its Third Party Participants to include a similar condition in each lower tier covered transaction, assuring that all lower tier Third Party Participants: (a) Will comply with Federal debarment and suspension requirements, and (b) Review the"Excluded Parties Listing System" at http:tlwww,epl§.gov/(to be transferred to https:/Iwww.sam.gov), if necessary to comply with U.S. DOT regulations 2 C.F.R. part 1200. (FTA Master Agreement§3.bj J. Preference for United States Products and Services. Except as the Federal Government determines otherwise in writing,the Recipient agrees to comply with FTA's U. S. domestic preference requirements and follow Federal guidance, including: a. Buy America. Domestic preference procurement requirements of: (1) 5323 Q),as amended by MAP-21, and (2) FTA regulations,"Buy America Requirements,"49 C.F.R. part 661,to the extent consistent with MAP-21 b. Fly America. Air transportation requirements of.- (1) f:(1) Section 5 of the International Air Transportation Fair Competitive Practices Act of 1974, as amended,49 U.S.C. §40118,and (2) U.S. GSA regulations, "Use of United States Flag Air Carriers,"41 C.F.R. §§301-10.131 - 301-10.143. (FTA Master Agreement§16(a)(c)]r K. Disputes, Breaches Defaults or Other Litigation. The Recipient understands and agrees that: a. FTA Interest. FTA has a vested interest in the settlement of any disagreement involving the Project including, but not limited to: (1) a major dispute, (2) A breach, Revised June 2017 OMAJMB 26 of 44 0 Metro Exhibit C — Federal Clauses 600 NE Grand A". $100,000 and above Portland,OR 97232.2736 Metro Grant 936342 (3) A default,or (4) Litigation, b. Notification to FTA. If a current or prospective legal matter that may affect the Federal Government emerges: (1) The Recipient agrees to notify immediately: (a) The FTA Chief Counsel,or (b) The FTA Regional Counsel for the Region in which the Recipient is located, (2) The types of legal matters that require notification include, but are not limited to: (a) A major dispute, (b) A breach, (c) A default, (d) Litigation,or (e) Naming the Federal Government as a party to litigation or a legal disagreement in any forum for any reason, and(3) The types of matters that may affect the Federal Government include, but are not limited to: (a) The Federal Government's interests in the Project, or (b) The Federal Government's administration or enforcement of Federal laws or regulations, c. Federal Interest in Recovery. (1) General. The Federal Government retains the right to a proportionate share of any proceeds recovered from any third party, based on the percentage of the Federal share for the Project, but (1) Liquidated Damages. Notwithstanding the preceding section 96.c(1)of this Master Agreement, the Recipient may return all liquidated damages it receives to its Project Account rather than return the Federal share of those liquidated damages to the Federal Government, Revised June 2017 OMA1M6 27 of 44 9Metro Exhibit C — Federal Clauses 600 NE1G rand Ave. $100,000 and above Porkland,OR97232.2736 Metro Grant 936342 d. Enforcement. The Recipient agrees to pursue its legal rights and remedies available under: (1) Any third party agreement, (2) Any Federal law or regulation, (3) Any State law or regulation, or (4) Any local law or regulation, e. FTA Concurrence. If a legal matter described in section 88(2)and (3)of this Master Agreement involves the Project or the Recipient, FTA reserves the right to concur in any: (1) Compromise, or (2) Settlement, and f. Alternative Dispute Resolution. FTA encourages the Recipient to use alternative dispute resolution procedures, as may be appropriate. [FTA Master Agreement§96 L. Lobbying Restrictions. The Recipient agrees that, as provided by 31 U.S.C. §1352(x): (1) Prohibition on Use of Federal Funds, It will not use Federal funds (a) To influence any, 1. Officer or employee of a Federal Agency 2. Member of Congress, 3. Officer or employee of Congress, or 4. Employee of a Member of Congress (b) To take any action involving the Project or the Underlying Agreement for the Project, including any: 1. Award, 2. Extension, or 3. Modification (2) Laws and Regulations. It will comply,and will assure that each Third Party Participant complies with: (a) 31 U.S.C. § 1352 as amended, (b) U.S. DOT regulations,"New Restrictions on Lobbying,"49 C.F.R. part 20,to the extent consistent with as necessary by 31 U.S.C. § 1352, as amended, and (c) Other applicable Federal laws and regulations prohibiting the use of Federal funds for any activity concerning legislation or appropriations designed to influence: Revised June 2017 OMAIM B 28 of 44 Metro Exhibit C — Federal Clauses 600NEGrand Ave, 27315 $100,000 and above Poiand.OR> x z Metro Grant 935342 1. The U.S. Congress,or 2. A State legislature, but (3) Exception. The prohibitions of the preceding section 3.d(1)—(2)of this Master Agreement do not apply to any activity that is undertaken through proper official channels,if permitted by the underlying law or regulations, [FTA Master Agreement§3.d(9)(2)1 M. Environmental Protections. a. Air Quality. The Recipient agrees to, and assures that its Third Party Participants will, comply with the Clean Air Act, as amended,42 U.S.C.§§7401 -7671% and implementing Federal regulations, as provided in Federal guidance,except as the Federal Government determines otherwise in writing. Among its responsibilities,the Recipient agrees that; (1) Public Transportation Operators. It will comply with: (a) U.S. EPA regulations, "Control of Air Pollution from Mobile Sources,'40 C.F.R.Part 85; (b) U.S. EPA regulations"Control of Emissions from New and In-Use Highway Vehicles and Engines,"40 C.F.R. Part 86,and (c) U.S. EPA regulations"Fuel Economy and Greenhouse Gas Exhaust Emissions of Motor Vehicles,"40 C.F.R. Part 600 and any revisions to these regulations. (2) State Implementation Plans. It will support State Implementation Plans by; (a) Implementing each air quality mitigation or control measure incorporated in the documents accompanying the approval of the Project, (b) Assuring that any Project identified as a Transportation Control Measure in its State Implementation Plan will be wholly consistent with the design concept and scope of the Project described in the State Implementation Plan,and (c) Complying with: 1. Subsection 176(c)of the Clean Air Act,42 U.S.C.§7506(c), 2. U.S. EPA regulations,"Conformity to State or Federal Implementation Plans of Transportation Plans, Programs,and Projects developed, Funded or Approved Under Title 23, U. S. C. or the Federal Transit Laws,"40 C.F.R. Part 93, subpart A, and 3. Other applicable Federal conformity regulations that may be promulgated at a later date, and (3) Violating Facilities. It will.- (a) ill:(a) Comply with the notice of violating facility provisions of section 306 in the Clean Air Act, as amended, 42 U.S.C.§7414,and (b) Facilitate compliance with Executive Order No. 11738, " Providing for 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. Revised June 2017 QMNMB 29 of 44 0 Metro Exhibit C -- Federal Clauses 600 NE Crand Ave, $100,000 and above Portland,OR 97232-2736 Metro Grant 936342 b. Clean Water. The Recipient agrees to, and assures that its Third Party Participants will,comply with the Clean Water Act, as amended, 33 U.S.C. §§ 1251 —1377, and implementing Federal regulations,and follow Federal implementing guidance, except as the Federal Government determines otherwise in writing. Among its responsibilities,the Recipient agrees that: (2) Drinking Water. It will protect underground sources of drinking water in compliance with the Safe Drinking Water Act of 1974, as amended, 42 U.S.C. §§300f-300j-6. (3) Violating Facilities. It will. (a) Comply with the notice of violating facility provisions in section 508 of the Clean Water Act, as amended, 33 U.S.C, § 1368, and (b) Facilitate compliance with Executive Order No. 11738, 'Providing for 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. (FTA Master Agreement§29(c),(d)] N. Employee Protections. The Recipient agrees to comply,and assures that each Third Party Participant will comply,with all of the following: a. Construction Activities. Federal laws and regulations providing protections for construction employees involved in Project activities, including: (1) Prevailing Wage Requirements. (a) Federal transit laws, specifically 49 U.S.C. §5333(a), (FTA's"Davis-Bacon Related Act"), (b) The Davis-Bacon Act,40 U.S.C. §§3141 —3144, 3146, and 3147,and (c) U.S. DOL regulations, "Labor Standards Provisions Applicable to Contracts Covering 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) Wage and Flour Requirements. (a) Section 102 of the Contract Work Hours and Safety Standards Act, as amended, 40 U,S.C. §3702, and other relevant parts of that Act,40 U.S.C_§3701 of seq., and (b) U.S. DOL regulations, "Labor Standards Provisions Applicable to Contracts Covering 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, Revised June 2417 OMAIMB 30 of 44 Metro Exhibit C — Federal Clauses 600 Ne Grand Ave, $100,000 and abase F'prtland,OR9723Z-77J5 Metro Grant 936342 (3) "Anti-Kickback" Prohibitions. (a) Section 1 of the Copeland"Anti-Kickback"Act, as amended, 18 U.S.C. §874, (b) Section 2 of the Copeland"Anti-Kickback"Act, as amended,44 U.S.C. § 3145, and (c) 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, (4) Safety at the Construction Site. (a) Section 107 of that Contract Work Hours and Safety Standards Act,as amended, U. S.C.§3704,and other relevant parts of that Act,40 U.S.C.§3701 at seq.,and (b) U.S. DOL regulations, "Safety and Health Regulations for Construction,"29 C.F,R. part 1926, IFTA Master Agreement§28.a] Q. Energy Conservations. The Recipient agrees to and assures its Subreciplents will: a. State Energy Conservation Plans. Comply with the mandatory energy standards and policies of its State energy conservation plans under the Energy Policy and Conservation Act, as amended,42 U.S.C. 6321 at seq.,except as the Federal Government determines otherwise in writing, and b. Energy Assessment,. Perform an energy assessment for any building constructed, reconstructed,or modified with FTA funds required under FTA regulations,"Requirements for Energy Assessments,"49 C.F.R. Part 622, Subpart C. [FTA Master Agreement§301 Revised June 2017 OMAlMB 31 of 44 6 Metro Exhibit C, Attachment A 600 NE Grand Ave. Portland,OR 97232.2736 Debarment Certification Metro Grant 936342 CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION -LOWER TIER COVERED TRANSACTION This Agreement is a covered transaction for purposes of 49 CFR Part 29, As such, the Grantee is required to verify that none of the Grantee, its principals, as defined at 49 CFR 29.995,or affiliates, as defined at 49 CFR 29.905, are excluded or disqualified as defined at 49 CFR 29.940 and 29.945. The Grantee is required to comply with 49 CFR 29, Subpart C and must include the requirement to comply with 49 CFR 29, Subpart C in any lower tier covered transaction it enters into. By signing and submitting this Agreement, the Grantee cortifies as follows: The certification in this clause is a material representation of fact relied upon by Metro. If it is later determined that the Grantee knowingly rendered an erroneous certification, in addition to remedies available to Metro,the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. The Grantee agrees to comply with the requirements of 49 CFR 29, Subpart C throughout the period of this Agreement. The Grantee further agrees to include a provision requiring such compliance in its lower tier covered transactions. Signature Name � ` �}�� /�� Title f '' Organization G� Date j r , 2. 1 Revised June 2017 OMAIMS 32 of 44 Metro Exhibit C, Attachment B 600 NE Grand Ave, Portland,OR 97232.2736 _Lobbying Certification I I YYIIIIIIIIII IIIIIIIIYWYWIYWWI Metro Grant 936342 CERTIFICATION REGARDING LOBBYING Certification for Contracts, Grants,Loans and Cooperative Agreements The undersigned Grantee certifies,to the best of his or her knowledge and belief,that; (1)No Federal appropriated funds have been paid or will be paid,by or on behalf of the undersigned,to any person for influencing or attempting to influence an officer or employee of an agency,a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract,the making of any Federal grant,the making of any Federal loan,the entering into of any cooperative agreement,and the extension,continuation, renewal, amendment,or modification of any Federal contract, grant, loan,or cooperative agreement. (2)If any funds other than Federal appropriated funds have been paid or will be paid to any person for making lobbying contacts to an officer or employee of any agency, a Member of Congress,an officer or employee of Congress, or an employee of a Member of Congress In connection with this Federal contract,grant, loan, or cooperative agreement,the undersigned shall complete and submit Standard Form--LLL,"Disclosure Form to Report Lobbying,"in accordance with its instructions[as amended by "Government wide Guidance for New Restrictions on Lobbying,"61 Fed. Reg. 1413(1119196). Note: Language in paragraph (2)herein has been modified in accordance with Section 10 of the Lobbying Disclosure Act of 1995(P.L. 104-65, to be codified at 2 U.S.C. 1601, et seq.)] (3) The undersigned shalt require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements)and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31, U.S.C. § 1352(as amended by the Lobbying Disclosure Act of 1995).Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000.00 and not more than $100,000.00 for each such failure. Note: Pursuant to 31 U.S.C.§ 1352(c)(1)-(2)(A), any person who makes a prohibited expenditure or fails to file or amend a required certification or disclosure form shall be subject to a civil penalty of not less than$10,000.00 and not more than$100,000.00 for each such expenditure or failure. The Grantee,City of Tigard,certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition,the Grantee understands and agrees that the provisions of 31 U.S.C. A 3801, at seq., apply to this certification and disclosure, if any. Signature ofrante`e's, Authorized Official Name(Printed) lMLI Title e-) 7 Y;, 2,0 f 7 _ Date Revised June 2017 OKWMB 33 of 44 Metro Exhibit D 600 NE Grand Ave, Portland,OR 97232-2736 Department of Labor Clauses Metro Grant 936342 UNIFIED PROTECTIVE ARRANGEMENT For Application to Capital and Operating Assistance Projects PURSUANT TO SECTION 5333(b) OF TITLE 49 OF THE U.S. CODE, CHAPTER 53 January 3, 2011 The following language shall be made part of the Department of Transportation's contract of assistance with the Grantee, by reference; The terms and conditions set forth below shall apply for the protection of the transportation related employees In the transportation service area of the Project.As a precondition of the release of assistance by the Grantee to any additional Recipient under the grant, the Grantee shall incorporate this arrangement into the contract of assistance between the Grantee and the Recipient, by reference, binding the Recipient to these arrangements. These protective arrangements are intended for the benefit of transit employees in the service area of the project, who are considered as third-party beneficiaries to the employee protective arrangements incorporated by reference in the grant contract between the U.S. Department of Transportation and the Grantee, and the parties to the contract so signify by executing that contract.Transit employees are also third-party beneficiaries to the protective arrangements incorporated in subsequent contracts of assistance, pursuant to the Department's certification, between the Grantee and any Recipient. Employees may assert claims through their representative with respect to the protective arrangements under this provision. This clause creates no independent cause of action against the United States Government, The term "service area,"as used herein, includes the geographic area over which the Project is operated and the area whose population is served by the Project, including adjacent areas affected by the Project. The term "Union," as used herein, refers to any labor organization representing employees providing public transportation services in the service area of a Project assisted under the grant, including both employees of the Recipient and employees of other public transportation providers. The term "Recipient," as used herein, shall refer to any employer(s) receiving transportation assistance under the grant. The term "Grantee," as used herein, shall refer to the applicant for assistance; a Grantee which receives assistance is also a Recipient. (1) The Project shall be carried out in such a manner and upon such terms and conditions as will not adversely affect employees of the Recipient and of any other surface public transportation provider in the transportation service area of the Project. It shall be an obligation of the Recipient to assure that any and all transportation services assisted by the Project are contracted for and operated in such a manner that they do not impair the rights and interests of affected employees. The term "Project,"as used herein, shall not be limited to the particular facility, service, or operation assisted by Federal funds, but shall include any changes, whether organizational, operational, technological, or otherwise, which are a result of the assistance provided. The phrase"as a result of the Project,"shall,when used in this arrangement, include events related to the Project occurring in anticipation of, during, and subsequent to the Project and any program of efficiencies or economies related thereto; provided, however, that volume rises and falls of business, or changes in volume and character of employment brought about solely by causes other than the Project(including any economies or efficiencies unrelated to the Project) are not within the purview of this arrangement. An employee covered by this arrangement, who is not dismissed, displaced or otherwise worsened in his/her position with regard to employment as a result of the Project, but who is dismissed, displaced or otherwise worsened solely because of the total or partial termination of the Project or exhaustion of Revised June 2017 OMAlMB 34 of 44 D 9Metro ExhibD it 600 NE Grand Ave. Portland,OR 97232.2736 Department of Labor Clauses Metro Grant 936342 Project funding shall not be deemed eligible for a dismissal or displacement allowance within the meaning of paragraphs(6)and (7)of this arrangement. (2) Where employees of a Recipient are represented for collective bargaining purposes, all Project services provided by that Recipient shall be provided under and in accordance with any collective bargaining agreement applicable to such employees which is then in effect. This Arrangement does not create any collective bargaining relationship where one does not already exist or between any Recipient and the employees of another employer.Where the Recipient has no collective bargaining relationship with the Unions representing employees in the service area,the Recipient will not take any action which impairs or interferes with the rights, privileges, and benefits and/or the preservation or continuation of the collective bargaining rights of such employees. (3) All rights, privileges,and benefits(including pension rights and benefits)of employees covered by this arrangement(including employees having already retired)under existing collective bargaining agreements or otherwise, or under any revision or renewal thereof, shall be preserved and continued; provided, however,that such rights, privileges and benefits which are not foreclosed from further bargaining under applicable law or contract may be modified by collective bargaining and agreement by the Recipient and the Union involved to substitute other rights, privileges and benefits. Unless otherwise provided,nothing in this arrangement shall be deemed to restrict any rights the Reclpient may otherwise have to direct the working forces and manage its business as it deems best, in accordance with the applicable collective bargaining agreement. (4) The collective bargaining rights of employees covered by this arrangement, including the right to arbitrate labor disputes and to maintain union security and check off arrangements,as provided by applicable laws,policies and/or existing collective bargaining agreements, shall be preserved and continued. Provided, however,that this provision shall not be interpreted so as to require the Recipient to retain any such rights which exist by virtue of a collective bargaining agreement after such agreement is no longer in effect. The Recipient agrees that It will bargain collectively with the Union or otherwise arrange for the continuation of collective bargaining, and that it will enter into agreements with the Union or arrange for such agreements to be entered into, relative to all subjects which are or may be proper subjects of collective bargaining. If, at any time, applicable law or contracts permit or grant to employees covered by this arrangement the right to utilize any economic measures, nothing in this arrangement shall be deemed to foreclose the exercise of such right. (5)(a) The Recipient shall provide to all affected employees sixty (60) days' notice of intended actions which may result in displacements or dismissals or rearrangements of the working forces as a result of the Project. In the case of employees represented by a Union, such notice shall be provided by certified mail through their representatives, The notice shall contain a full and adequate statement of the proposed changes, and an estimate of the number of employees affected by the intended changes, and the number and classifications of any jobs within the jurisdiction and control of the Recipient, including those in the employment of any entity bound by this arrangement pursuant to paragraph (21),available to be filled by such affected employees. (5)(b) The procedures of this subparagraph shall apply to cases where notices, provided under subparagraph S (a), involve employees represented by a Union for collective bargaining purposes. At the request of either the Recipient or the representatives of such employees, negotiations for the purposes of reaching agreement with respect to the application of the terms and conditions of this arrangement shall commence Immediately. These negotiations shall include determining the selection of forces from among the mass transportation employees who may be affected as a result of the Project, to establish which such employees shall be offered employment for which they are qualified or can be trained. If no Revised June 2017 aMAJMB 35 of 44 Metro Exhibit D 600 NE Grand Ave, Portland,OR 97232-2736 Department of Labor Clauses Metro Grant 936342 agreement is reached within twenty (20) days from the commencement of negotiations, any party to the dispute may submit the matter to dispute settlement procedures in accordance with paragraph (15)of this arrangement. Unless the parties otherwise mutually agree in writing, no change in operations, services, facilities or equipment within the purview of this paragraph(5)shall occur until after either: 1) an agreement with respect to the application of the terms and conditions of this arrangement to the intended change(s) is reached; 2) the decision has been rendered pursuant to the dispute resolution procedures in accordance with paragraph (15)of this arrangement; or 3) an arbitrator selected pursuant to Paragraph (15) of this arrangement determines that the intended change(s) may be instituted prior to the finalization of implementing arrangements. (5)(c) In the event of a dispute as to whether an intended change within the purview of this paragraph(5) may be instituted at the end of the 60-day notice period and before an implementing agreement is reached or a final dispute resolution determination is rendered pursuant to subparagraph (b), any involved party may immediately submit that issue to the dispute resolution process under paragraph (15) of this arrangement. In any such dispute resolution procedure, the neutral shall rely upon the standards and criteria utilized by the Surface Transportation Board (and its predecessor agency, the interstate Commerce Commission) to address the "preconsummation" issue in cases involving employee protections pursuant to 49 V.S.C. Section 11326 (or Its predecessor, Section 5(2)(0 of the Interstate Commerce Act, as amended). If the Recipient demonstrates, as a threshold matter in any such dispute resolution process, that the intended action is a trackage rights, lease proceeding or similar transaction, and not a merger, acquisition, consolidation, or other similar transaction, the burden shall then shift to the involved labor organization( s) to prove that under the standards and criteria referenced above, the intended action should not be permitted to be instituted prior to the effective date of a negotiated or arbitrated implementing agreement. If the Recipient fails to demonstrate that the intended action is a trackage rights, lease proceeding, or similar transaction, it shall be the burden of the Recipient to prove that under the standards and criteria referenced above, the intended action should be permitted to be instituted prior to the effective date of a negotiated or arbitrated implementing agreement. For purposes of any such dispute resolution procedure, the time period within which the parties are to respond to the list of potential neutrals submitted by the American Arbitration Association shall be five (5) days, the notice of hearing may be given orally or by facsimile, the hearing will be held promptly, and the award of the neutral shall be rendered promptly and, unless otherwise agreed to by the parties, no later than fourteen (14) days from the date of closing the hearings, with five (5) additional days if post hearing briefs are submitted by either party. the intended change shall not be instituted during the pendency of any dispute resolution proceedings under this subparagraph (c). (5)(d) If an intended change within the purview of this paragraph (5) is instituted before an implementing agreement is reached or a final decision is rendered pursuant to subparagraph (b), all employees affected shall be kept financially whole, as if the noticed and implemented action has not taken place, from the time they are affected until the effective date of an implementing agreement or final decision. This protection shall be in addition to the protective period defined in paragraph (14) of this arrangement, which period shall begin on the effective date of the implementing agreement or final dispute resolution determination rendered pursuant to subparagraph (b). An employee selecting, bidding on, or hired to fill any position established as a result of a noticed and implemented action prior to the consummation of an implementing agreement or final dispute resolution determination shall accumulate no benefits under this arrangement as a result thereof during that period prior to the consummation of an implementing agreement or final decision pursuant to subparagraph(b). (6)(a) Whenever an employee retained in service, recalled to service, or employed by the Recipient pursuant to paragraphs (5), (7) (e), or (18) hereof is placed in a worse position with respect to Revised June 2017 ONIA/MB 36 of 44 Metro Exhibit D 600 NE Grand Aw. Portland,OR 97232.2n6 Department of Labor Clauses Metro Grant 936342 compensation as a result of the Project, the employee shall be considered a "displaced employee", and shall be paid a monthly "displacement allowance" to be determined in accordance with this paragraph. Said displacement allowance shall be paid to each displaced employee during the protective period SQ long as the employee is unable, in the exercise of his/her seniority rights, to obtain a position producing compensation equal to or exceeding the compensation the employee received in the position from which the employee was displaced, adjusted to reflect subsequent general wage adjustments, including cost of living adjustments where provided for, (6)(b) The displacement allowance shall be a monthly allowance determined by computing the total compensation received by the employee, Including vacation allowances and monthly compensation guarantees, and his/her total time paid for during the last twelve (12) months in which the employee performed compensated service more than fifty per centum of each such months, based upon the employee's normal work schedule, immediately preceding the date of his/her displacement as a result of the Project, and by dividing separately the total compensation and the total time paid for by twelve, thereby producing the average monthly compensation and the average monthly lime paid for. Such allowance shall be adjusted to reflect subsequent general wage adjustments, including cost of living adjustments where provided for. If the displaced employee's compensation in his/her current position is less in any month during his/her protective period than the aforesaid average compensation(adjusted to reflect subsequent general wage adjustments, including cost of living adjustments where provided for), the employee shall be paid the difference, less compensation for any time lost on account of voluntary absences to the extent that the employee is not available for service equivalent to his/her average monthly time, but the employee shall be compensated in addition thereto at the rate of the current position for any time worked in excess of the average monthly time paid for. If a displaced employee fails to exercise his/her seniority rights to secure another position to which the employee is entitled under the then existing collective bargaining agreement, and which carries a wage rate and compensation exceeding that of the position which the employee elects to retain, the employee shall thereafter be treated,for the purposes of this paragraph,as occupying the position the employee elects to decline. (6)(c) The displacement allowance shall cease prior to the expiration of the protective period in the event of the displaced employee's resignation, death, retirement, or dismissal for cause in accordance with any labor agreement applicable to his/her employment. (7)(a) Whenever any employee is laid off or otherwise deprived of employment as a result of the Project, in accordance with any collective bargaining agreement applicable to his/her employment, the employee shall be considered a "dismissed employee" and shall be paid a monthly dismissal allowance to be determined in accordance with this paragraph. Said dismissal allowance shall first be paid to each dismissed employee on the thirtieth (30th) day following the day on which the employee is "dismissed" and shall continue during the protective period, as follow: Employee's length of service Period of protection Prior to adverse effect 1 day to 6 years equivalent period 6 years or more 8 years The monthly dismissal allowance shall be equivalent to one-twelfth (1/ 12th) of the total compensation received by the employee in the last twelve (12) months of his/her employment in which the employee performed compensation service more than fifty per centum of each such month based on the employee's normal work schedule to the date on which the employee was first deprived of employment as a result of the Project. Such allowance shall be adjusted to reflect subsequent general wage adjustments, including cost of living adjustments where provided for. Revised June 2017 OMAIMB 37 of 44 Metra Exhibit D s0arEGrand Ave. Portland,OR 97232-2736 Department of Labor Clauses Metro Grant 936342 (7)(b) An employee shall be regarded as deprived of employment and entitled to a dismissal allowance when the position the employee holds is abolished as a result of the Project, or when the position the employee holds is not abolished but the employee loses that position as a result of the exercise of seniority rights by an employee whose position is abolished as a result of the Project or as a result of the exercise of seniority rights by other employees brought about as a result of the Project, and the employee is unable to obtain another position, either by the exercise of the employee's seniority rights, or through the Recipient, in accordance with subparagraph (e). In the absence of proper notice followed by an agreement or decision pursuant to paragraph (5) hereof, no employee who has been deprived of employment as a result of the Project shall be required to exercise his/her seniority rights to secure another position in order to qualify for a dismissal allowance hereunder. (7)(c) Each employee receiving a dismissal allowance shall keep the Recipient informed as to his/her current address and the current name and address of any other person by whom the employee may be regularly employed, or if the employee is self-employed. (7)(d) The dismissal allowance shall be paid to the regularly assigned incumbent of the position abolished. If the position of an employee is abolished when the employee is absent from service, the employee will be entitled to the dismissal allowance when the employee is available for service. The employee temporarily filling said position at the time it was abolished will be given a dismissal allowance on the basis of that position, until the regular employee is available for service, and thereafter shall revert to the employee's previous status and will be given the protections of the agreement in said position, if any are due him/her. , (7)(e) An employee receiving a dismissal allowance shall be subject to call to return to service by the employee's former employer, after being notified in accordance with the terms of the then-existing collective bargaining agreement. Prior to such call to return to work by his/her employer, the employee may be required by the Recipient to accept reasonably comparable employment for which the employee is physically and mentally qualified, or for which the employee can become qualified after a reasonable training or retraining period, provided it does not require a change In residence or infringe upon the employment rights of other employees under then-existing collective bargaining agreements. (7)(f) When an employee who is receiving a dismissal allowance again commences employment in accordance with subparagraph (e) above, said allowance shall cease while the employee is so reemployed, and the period of time during which the employee is so reemployed shall be deducted from the total period for which the employee is entitled to receive a dismissal allowance. During the time of such reemployment, the employee shall be entitled to the protections of this arrangement to the extent they are applicable. (7)(g) The dismissal allowance of any employee who is otherwise employed shall be reduced to the extent that the employee's combined monthly earnings from such other employment or self-employment, any benefits received from any unemployment insurance law, and his/her dismissal allowance exceed the amount upon which the employee's dismissal allowance is based. Such employee, or his/her union representative, and the Recipient shall agree upon a procedure by which the Recipient shall be kept currently informed of the earnings of such employee in employment other than with the employee's former employer, including self-employment, and the benefits received. (7)(h) The dismissal allowance shall cease prior to the expiration of the protective period in the event of the failure of the employee without good cause to return to service in accordance with the applicable labor agreement, or to accept employment as provided under subparagraph (e) above, or in the event of the employee's resignation, death, retirement, or dismissal for cause in accordance with any labor agreement applicable to his/her employment. Revised June 2017 OMA1MS 38 of 44 0�/ y, Metro Exhibit ❑ 600 NE Grand Ave, Portland,OR W232-2736 Department of Labor Clauses Metro Grant 936342 (7)(i) A dismissed employee receiving a dismissal allowance shall actively seek and not refuse other reasonably comparable employment offered him/her for which the employee is physically and mentally qualified and does not require a change in the employee's place of residence. Failure of the dismissed employee to comply with this obligation shall be grounds for discontinuance of the employee's allowance; provided that said dismissal allowance shall not be discontinued until final determination is made either by agreement between the Recipient and the employee or his/her representative, or by final and binding dispute resolution determination rendered in accordance with paragraph (15) of this arrangement that such employee did not comply with this obligation. (8) In determining length of service of a displaced or dismissed employee for purposes of this arrangement, such employee shall be given full service credits in accordance with the records and labor agreements applicable to him/her and the employee shall be given additional service credits for each month in which the employee receives a dismissal or displacement allowance as if the employee were continuing to perform services in his/her former position. (9) No employee shall be entitled to either a displacement or dismissal allowance under paragraphs(6) or(7)hereof because of the abolishment of a position to which, at some future time,the employee could have bid, been transferred,or promoted. (10) No employee receiving a dismissal or displacement allowance shall be deprived, during the employee's protected period, of any rights, privileges,or benefits attaching to his/her employment, including, without limitation,group life insurance, hospitalization and medical care,free transportation for the employee and the employee's family, sick leave,continued status and participation under any disability or retirement program, and such other employee benefits as Railroad Retirement, Social Security,Workmen's Compensation, and unemployment compensation, as well as any other benefits to which the employee may be entitled under the same conditions and so long as such benefits continue to be accorded to other employees of the bargaining unit, in active service or furloughed as the case may be. (111)(x)Any employee covered by this arrangement who is retained in the service of his/her employer, or who is later restored to service after being entitled to receive a dismissal allowance, and who is required to change the point of his/her employment in order to retain or secure active employment with the Recipient in accordance with this arrangement, and who is required to move his/her place of residence, shall be reimbursed for all expenses of moving his/her household and other personal effects, for the traveling expenses for the employee and members of the employee's immediate family, including living expenses for the employee and the employee's immediate family, and for his/her own actual wage loss during the time necessary for such transfer and for a reasonable time thereafter, not to exceed five (5) working days. The exact extent of the responsibility of the Recipient under this paragraph, and the ways and means of transportation, shall be agreed upon in advance between the Recipient and the affected employee or the employee's representatives. (111)(b) If any such employee is laid off within three (3) years after changing his/her point of employment in accordance with paragraph (a) hereof, and elects to move his/her place of residence back to the original point of employment,the Recipient shall assume the expenses, losses and costs of moving to the same extent provided in subparagraph(a)of this paragraph(11)and paragraph(12) (a)hereof. (11)(c) No claim for reimbursement shall be paid under the provisions of this paragraph unless such claim is presented to the Recipient in writing within ninety(90) days after the date on which the expenses were incurred. Revised June 2017 OMA/M6 39 of 44 Metro Exhibit D 600 NE Grand Ave. Portland,OR 07232.2736 Department of Labor Clauses Metro Grant 936342 (11)(d) Except as otherwise provided in subparagraph (b), changes in place of residence, subsequent to the initial changes as a result of the Project, which are not a result of the Project but grow out of the normal exercise of seniority rights, shall not be considered within the purview of this paragraph. (12)(a)The following conditions shall apply to the extent they are applicable in each instance to any employee who is retained in the service of the employer(or who is later restored to service after being entitled to receive a dismissal allowance),who is required to change the point of his/her employment as a result of the Project, and is thereby required to move his/her place of residence. If the employee owns his/her own home in the locality from which the employee is required to move,the employee shall, at the employee's option, be reimbursed by the Recipient for any loss suffered in the sale of the employee's home for less than its fair market value, plus conventional fees and closing costs,such loss to be paid within thirty(30)days of settlement or closing on the sale of the home. In each case,the fair market value of the home in question shall be determined, as of a date sufficiently prior to the date of the Project, so as to be unaffected thereby. The Recipient shall, in each instance,be afforded an opportunity to purchase the home at such fair market value before itis sold by the employee to any other person and to reimburse the seller for his/her conventional fees and closing costs. If the employee is under a contract to purchase his/her home,the Recipient shall protect the employee against loss under such contract, and in addition, shall relieve the employee from any further obligation there under. If the employee holds an unexpired lease of a dwelling occupied as the employee's home,the Recipient shall protect the employee from all loss and cost in securing the cancellation of said lease. (12)(b) No claim for loss shall be paid under the provisions of this paragraph unless such claim is presented to the Recipient in writing within one year after the effective date of the change in residence. (12)(c) Should a controversy arise in respect to the value of the home,the loss sustained in its sale,the loss under a contract for purchase, loss and cost in securing termination of a lease,or any other question in connection with these matters, it shall be decided through a joint conference between the employee, or his/her union, and the Recipient. In the event they are unable to agree,the dispute or controversy may be referred by the Recipient or the union to a board of competent real estate appraisers selected in the following manner: one(1)to be selected by the representatives of the employee, and one(1) by the Recipient,and these two, if unable to agree within thirty(30)days upon the valuation, shall endeavor by agreement with ten(10)days thereafter to select a third appraiser, or to agree to a method by which a third appraiser shall be selected, and failing such agreement,either party may request the State and local Board of Real Estate Commissioners to designate within ten (10)days a third appraiser,whose designation will be binding upon the parties and whose jurisdiction shall be limited to determination of the issues raised in this paragraph only. A decision of a majority of the appraisers shall be required and said decision shall be final, binding, and conclusive. The compensation and expenses of the neutral appraiser including expenses of the appraisal board shall be borne equally by the parties to the proceedings. All other expenses shall be paid by the party incurring them,including the compensation of the appraiser selected by such party. (12)(d) Except as otherwise provided in paragraph (11)(b) hereof, changes in place of residence, subsequent to the initial changes as a result of the Project, which are not a result of the Project but grow out of the normal exercise of seniority rights, shall not be considered within the purview of this paragraph. (12)(e)"Change in residence"means transfer to a work location which is either: Revised June 2017 OMAlMB 40 of 44 Metro Exhibit D 600 Ne Grand Ave. Portland,OR 977232.2733 Department of Labor Clauses Metro Grant 936342 (A) outside a radius of twenty (20) miles of the employee's former work location and farther from the employee's residence than was his/her former work location,or (B) is more than thirty (30) normal highway route miles from the employee's residence and also farther from his/her residence than was the employee's former work location. (13)(a) A dismissed employee entitled to protection under this arrangement may, at the employee's option within twenty-one (21) days of his/her dismissal, resign and (in lieu of all other benefits and protections provided in this arrangement) accept a lump sum payment computed in accordance with section (9)of the Washington Job Protection Agreement of May 1936: Lenth of Service Se oration Allowance 1 year and less than 2 ears 3 month's pay 2 years and less than 3 years 6 month's pay 3 years and less than 5 years 9 month's pay 5 ears and less than 10 years 12 month's pay 10 ears and less than 15 years 12 month's pay 15 Vears and over 12 month's pay In the case of an employee with less than one year's service,five days' pay,computed by multiplying by 5 the normal daily earnings (including regularly scheduled overtime, but excluding other overtime payments) received by the employee in the position last occupied, for each month in which the employee performed service,will be paid as the lump sum. Length of service shall be computed as provided in Section 7(b) of the Washington Job Protection Agreement, as follows: For the purposes of this arrangement,the length of service of the employee shall be determined from the date the employee last acquired an employment status with the employing carrier and the employee shall be given credit for one month's service For each month in which the employee performed any service (in any capacity whatsoever) and twelve (12) such months shall be credited as one year's service. The employment status of an employee shall not be interrupted by furlough in instances where the employee has a right to and does return to service when called. In determining length of service of an employee acting as an officer or other official representative of an employee organization, the employee will be given credit for performing service while so engaged on leave of absence from the service of a carrier. (13)(b) One month's pay shall be computed by multiplying by 30 the normal daily earnings (including regularly scheduled overtime, but excluding other overtime payments) received by the employee in the position fast occupied prior to time of the employee's dismissal as a result of the Project. (14) Whenever used herein, unless the context requires otherwise, the terra "protective period" means that period of time during which a displaced or dismissed employee is to be provided protection hereunder and extends from the date on which an employee is displaced or dismissed to the expiration of six(6) years there from, provided, however, that the protective period for any particular employee during which the employee is entitled to receive the benefits of these provisions shall not continue for a longer period following the date the employee was displaced or dismissed than the employee's length of service, as shown by the records and labor agreements applicable to his/her employment prior to the date of the employee's displacement or dismissal. (15) Any dispute, claim, or grievance arising from or relating to the interpretation, application or enforcement of the provisions of this arrangement, not otherwise governed by paragraph 12(c) of this Revised June 2017 QMNMB 41 of 44 Metro Exhibit D 600NF0rand Ave. Portland,OR 97232-2736 Department of Labor Clauses Metro Grant 936342 arrangement,the Labor-Management Relations Act, as amended, the Railway labor Act,as amended, or by impasse resolution provisions in a collective bargaining or protective arrangement involving the Recipient(s) and the Union(s), which cannot be settled by the parties thereto within thirty (30) days after the dispute or controversy arises, may be submitted at the written request of the Recipient(s) or the Union(s) in accordance with a final and binding resolution procedure mutually acceptable to the parties. Failing agreement within ten (10) days on the selection of such a procedure, any party to the dispute may request the American Arbitration Association to furnish an arbitrator and administer a final and binding arbitration under its Labor Arbitration Rules. The parties further agree to accept the arbitrator's award as final and binding. The compensation and expenses of the neutral arbitrator, and any other jointly incurred expenses, shall be borne equally by the Union(s) and Recipient(s), and all other expenses shall be paid by the party incurring them. In the event of any dispute as to whether or not a particular employee was affected by the Project, it shall be the employee's obligation to identify the Project and specify the pertinent facts of the Project relied upon. It shall then be the burden of the Recipient to prove that factors other than the Project affected the employee. The claiming employee shall prevail if it is established that the Project had an effect upon the employee even if other factors may also have affected the employee (See Hodgson's Affidavit in Civil Action No. 825-71). (16)The Recipient will be financially responsible for the application of these conditions and will make the necessary arrangements so that any employee affected, as a result of the project, may file a written claim through his/her Union representative with the Recipient within sixty(60) days of the date the employee is terminated or laid off as a result of the Project, or within eighteen (18) months of the date the employee's position with respect to his/her employment is otherwise worsened as a result of the Project. In the latter case, if the events giving rise to the claim have occurred over an extended period,the 18-month limitation shall be measured from the last such event. No benefits shall be payable for any period prior to six (6) months from the date of the filing of any claim. Unless the claim is filed with the Recipient within said time limitations,the Recipient shall thereafter be relieved of all liabilities and obligations related to the claims. The Recipient will fully honor the claim, making appropriate payments, or will give written notice to the claimant and his/her representative of the basis for denying or modifying such claim, giving reasons therefore. In the event the Recipient fails to honor such claim, the Union may invoke the following procedures for further joint investigation of the claim by giving notice in writing of its desire to pursue such procedures. Within ten (10) days from the receipt of such notice, the parties shall exchange such factual material as may be requested of them relevant to the disposition of the claim and shall jointly take such steps as may be necessary or desirable to obtain from any third party such additional factual materials as may be relevant. In the event the claim is so rejected by the Recipient, the claim may be processed in accordance with the final and binding resolution procedures described in paragraph(15). (17) Nothing in this arrangement shall be construed as depriving any employee of any rights or benefits which such employee may have under existing employment or collective bargaining agreements or otherwise; provided that there shall be no duplication of benefits to any employee, and,provided further,that any benefit under this arrangement shall be construed to include the conditions, responsibilities,and obligations accompanying such benefit, This arrangement shall not be deemed a waiver of any rights derived from any other agreement or provision of federal, state or local law. (18) During the employee's protective period, a dismissed employee shall, if the employee so requests,in writing, be granted priority of employment or reemployment to fiil any vacant position within the jurisdiction and control of the Recipient reasonably comparable to that which the employee held when dismissed, including those in the employment of any entity bound by this arrangement pursuant to Revised June 2077 WNW 42 of 44 0Metro Exhibit D 60ONEGrand Aw. Portland,OR 97232-2736 Department of Labor Clauses Metro Grant 936342 paragraph (21)hereof,for which the employee is, or by training or retraining can become,qualified; not, however,in contravention of collective bargaining agreements related thereto. In the event such employee requests such training or re-training to fill such vacant position,the Recipient shall provide for such training or re-training at no cost to the employee, The employee shall be paid the salary or hourly rate provided for in the applicable collective bargaining agreement for such position, plus any displacement allowance to which the employee may be otherwise entitled_ If such dismissed employee who has made such request fails, without good cause,within ten(10)days to accept an offer of a position comparable to that which the employee held when dismissed for which the employee is qualified, or for which the employee has satisfactorily completed such training,the employee shall,effective at the expiration of such ten-day period,forfek all rights and benefits under this arrangement. As between employees who request employment pursuant to this paragraph, the following order where applicable shall prevail in hiring such employees: (a) Employees in the craft or class of the vacancy shall be given priority over employees without seniority in such craft or class; (b) As between employees having seniority in the craft or class of the vacancy, the senior employees,based upon their service in that craft or class, as shown on the appropriate seniority roster, shall prevail over junior employees; (c) As between employees not having seniority in the craft or class of the vacancy,the senior employees, based upon their service in the crafts or classes in which they do have seniority as shown on the appropriate seniority rosters,shall prevail over junior employees. (19) The Recipient will post, in a prominent and accessible place, a notice stating that the Recipient has received federal assistance under the Federal Transit statute and has agreed to comply with the provisions of 49 U.S.C., Section 5333(b). This notice shall also specify the terms and conditions set forth herein for the protection of employees. The Recipient shall maintain and keep on file all relevant books and records in sufficient detail as to provide the basic information necessary to the proper application, administration, and enforcement of this arrangement and to the proper determination of any claims arising there under. (20) In the event the Project is approved for assistance under the statute,the foregoing terms and conditions shall be made part of the contract of assistance between the federal government and the Grantee and between the Grantee and any Recipient; provided, however, that this arrangement shall not merge into the contract of assistance,but shall be independently binding and enforceable by and upon the parties thereto, and by any covered employee or his/her representative, in accordance with its terms, nor shall any other employee protective agreement merge into this arrangement, but each shall be independently binding and enforceable by and upon the parties thereto, in accordance with its terms. (21) This arrangement shall be binding upon the successors and assigns of the parties hereto, and no provisions,terms,or obligations herein contained shall be affected, modified, altered,or changed in any respect whatsoever by reason of the arrangements made by or for the Recipient to manage and operate the system. Any person, enterprise, body, or agency, whether publicly or privately owned, which shall undertake the management, provision and/or operation of the Project services or the Recipient's transit system, or any part or portion thereof, under contractual arrangements of any form with the Recipient, its successors or assigns, shall agree to be bound by the terms of this arrangement and accept the responsibility with the Recipient for full performance of these conditions. As a condition precedent to any such contractual arrangements, the Recipient shall require such person, enterprise, body or agency to so agree in writing. Revised June 2017 OWNS 43 of 44 0Metro Exhibit D 600 NE Grand Ave. Portland,4R 97282-27$6 De artment of Labor Clauses Metro Grant 936342 Transit employees in the service area of the project are third-party beneficiaries to the terms of this protective arrangement,as incorporated by reference in the contractual agreement. (22) In the event of the acquisition,assisted with Federal funds,of any transportation system or services, or any part or portion thereof,the employees of the acquired entity shall be assured employment, in comparable positions,within the jurisdiction and control of the acquiring entity, including positions in the employment of any entity bound by this arrangement pursuant to paragraph(21). All persons employed under the provisions of this paragraph shall be appointed to such comparable positions without examination,other than that required by applicable federal,state or local law or collective bargaining agreement, and shall be credited with their years of service for purposes of seniority, vacations, and pensions in accordance with the records of their former employer and/or any applicable collective bargaining agreements, (23) The employees covered by this arrangement shall continue to receive any applicable coverage under Social Security, Railroad Retirement,Workmen's Compensation, unemployment compensation, and the like. In no event shall these benefits be worsened as a result of the Project, (24) In the event any provision of this arrangement is held to be invalid,or otherwise unenforceable under federal, state, or local law, in the context of a particular Project,the remaining provisions of this arrangement shall not be affected and the invalid or unenforceable provision shall be renegotiated by the Recipient and the interested Union representatives of the employees involved for purpose of adequate replacement under Section 5333(b). If such negotiation shall not result in mutually satisfactory agreement any party may invoke the jurisdiction of the Secretary of Labor to determine substitute fair and equitable employee protective arrangements for application only to the particular Project,which shall be incorporated in this arrangement only as appliedto that Project,and any other appropriate action, remedy, or relief. (25) If any employer of the employees covered by this arrangement shall have rearranged or adjusted its work force(s) in anticipation of the Project,with the effect of depriving an employee of benefits to which the employee should be entitled under this arrangement,the provisions of this arrangement shall apply to such employee as of the date when the employee was so affected. Revised June 2047 OMAIMB 44 of 44