Board of Selectmen Regular Budget Meeting Materials (linked)

Cindy Dupointe
From: Lisa Cappuccio
Sent: Monday, March 1, 2021 3:52 PM
To: Cindy Dupointe
Subject: FW: Section 5310 Agreement Package for Signature 1.06-23(21) Town of Waterford
Lisa L. Cappuccio, Director
Waterford Senior Services
15 Rope Ferry Road
Waterford, CT 06385
860-444-5839
www.waterfordct.org
From: Alasso, Amy R <Amy.Alasso@ct.gov>
Sent: Monday, March 01, 2021 11:38 AM
To: Lisa Cappuccio <Icappuccio@waterfordct.org>
Subject: RE: Section 5310 Agreement Package for Signature 1.06-23(21) Town of Waterford
! CAUTION: This email originated from outside of the organization.
I Do not click links or open attachments unless you recognize the sender’ s email address and know the |
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Good Morning Lisa,
You do not need to fill out any of the info on the pages you mentioned below. The First Selectman needs to only fill out
the signature page (page 11).
Thanks,
Amy Alasso
Transportation Planner |
Bureau of Public Transportation
Office of Transit & Ridesharing
2800 Berlin Turnpike I Newington, CT 06111
860-594-2137
From: Lisa Cappuccio <Icappuccio@waterfordct.org>
Sent: Monday, March 01, 2021 11:33 AM
To: Alasso, Amy R <Amy.Alasso@ct.gov>
Subject: RE: Section 5310 Agreement Package for Signature 1.06-23(21) Town of Waterford
EXTERNAL EMAIL: This email originated from outside of the organization. Do not click any links or open any attachments unless you
trust the sender and know the content is safe.
Hi Amy,

Agreement No. 1.06-23(21)
Core No. 21DOTO089AA
Duns No. 083343038
AGREEMENT
BETWEEN THE STATE OF CONNECTICUT
AND
TOWN OF WATERFORD
FOR A CASH GRANT TOWARD THE
PURCHASE OF WHEELCHAIR-ACCESSIBLE MOTOR VEHICLE(S)
FOR ELDERLY AND/OR DISABLED PERSONS TRANSPORTATION PROGRAMS
THIS AGREEMENT, concluded at Newington, Connecticut, this
day of , 20___, by and between the State of Connecticut,
Department of Transportation, Joseph J. Giulietti, Commissioner, acting herein by Dennis
Solensky, Transit Administrator, Bureau Chief, duly authorized, hereinafter referred to as
the “State”, and Town of Waterford, eligible public body federally approved pursuant to
Section 5310 of the Federal Transit Act, as amended, having its principal place of
business at 15 Rope Ferry Road, Waterford, CT 06385, acting herein by Robert Brule,
First Selectman, hereunto duly authorized, hereinafter referred to as the “Second Party”,
collectively the “Parties”.
WITNESSETH, THAT:
WHEREAS, Section 5310 of the Federal Transit Act, as amended, 49 U.S.C. 5310,
authorizes the formula assistance program for Enhanced Mobility of Seniors and
Individuals with Disabilities Program and provides formula funding to States and
designated recipients to improve mobility for seniors and individuals with disabilities; and
WHEREAS, the Federal Transit Administration (hereinafter referred to as “FTA”)
has designated the State as a grant recipient for capital grants under FTA Section 5310 of
the Federal Transit Act, as amended; and
WHEREAS, the Governor of the State of Connecticut, in accordance with a request
by the FTA, has designated the Commissioner of the Department of Transportation to
evaluate and select projects proposed by eligible public bodies and private nonprofit
organizations and to coordinate the grant applications; and
WHEREAS, the Second Party shall adhere to the guidelines outlined in the Grant
Application, filed with and approved by the State, such Grant Application is hereto and
hereby made a part of this Agreement and incorporated by reference herein; and
WHEREAS, the State and the Second Party desire to secure and utilize federal
grant funds for the transportation needs of the elderly and/or disabled citizens of the State
of Connecticut; and

WHEREAS, the State, pursuant to Subsection (a) of Section 13b-34 of the
Connecticut General Statutes, as revised, is authorized to enter into an Agreement with
the Second Party providing for the distribution of Federal and State funds (if available) to
enable the Second Party to purchase equipment solely for the hereinabove stated
purpose.
NOW, THEREFORE, the parties hereto mutually agree as follows:
DEFINITIONS:
The following definitions shall apply to this Agreement:
The term “Claim or Claims” as used herein is defined as all actions, suits, claims,
demands, investigations and proceedings of any kind, open, pending or threatened,
whether mature, unmatured, contingent, known or unknown, at law or in equity, in any
forum.
The term “Second Party Parties” as used herein is defined as a Second Party’s
members, directors, officers, shareholders, partners, managers, principal officers,
representatives, agents, servants, consultants, employees or any one of them or any other
person or entity with whom the Second Party is in privity of oral or written contract and the
Second Party intends for such other person or entity to perform under the Agreement in
any capacity.
The term “Records” as used herein is defined as all working papers and such other
information and materials as may have been accumulated by the Second Party in
performing the Agreement, including but not limited to, documents, data, plans, books,
computations, drawings, specifications, notes, reports, records, estimates, summaries,
memoranda and correspondence, kept or stored in any form.
The term “State” as used herein is defined as State of Connecticut, including the
Department of Transportation (“Department”), and any office, department, board, council,
commission, institution or other agency or entity of the State.
1. Agreement of the Parties: The purpose of this Agreement is to provide for the
undertaking of transportation services for the elderly and/or disabled individuals by the
Second Party or a contractor thereof (hereinafter referred to as the "Project"), as described
in the Second Party's Grant Application, which is incorporated herein by reference, and to
state the terms, conditions and mutual understanding of the Parties as to the manner in
which the Project will be undertaken and continued.
2. Term of Agreement: This Agreement shall commence January 1, 2021 and
extend through December 31, 2027, unless previously terminated in accordance with any
other provision of this Agreement. The State reserves the right to continue this Agreement

in full force and effect for a maximum period of one (1) year beyond the expiration date
upon written notice to the Second Party.
The parties agree that if the Second Party requests any changes pertaining to the
total amount specified in Article 5 of this Agreement, the requested change(s) shall be
submitted in writing to the State for its prior approval and the Parties shall execute a
supplemental agreement to make the change(s).
3. State Requirements: The Second Party agrees to comply with all applicable
State Requirements, referred to in Appendix “A”, attached hereto and hereby made a
part of this Agreement.
4. Federal Requirements: The Second Party agrees to comply with all applicable
Federal Requirements, referred to in Appendix “B”, and the “Title VI Contractor
Assurances/DOT Order No. 1050.2A” attached hereto and hereby made a part of this
Agreement.
5. Scope of Project: The Second Party hereby agrees to accept, subject to all
herein-contained terms and conditions, a Cash Grant not to exceed the amount of Fifty-
two Thousand Dollars ($52,000), as determined by the Program Guidelines described in
the Application, hereinafter referred to as the "Grant", to be used exclusively to purchase
one (1) wheelchair accessible motor vehicle(s), including certain specialized accessories
and related equipment, hereinafter referred to as the “Project Equipment”. — In
consideration thereof, the Second Party agrees to undertake and implement the Project in
the manner described in the Application and attested to in the Acceptance Certification,
both herewith incorporated by reference, filed with and approved by the State, and in
accordance with the terms and conditions of this Agreement.
The Second Party shall undertake and implement the Project pursuant to the terms
of this Agreement for the duration of the useful life of the Project Equipment with all
practical dispatch, in a sound, economical, and efficient manner. "Useful life" in regards to
vans shall mean four (4) years of project operation or 100,000 miles; in regards to small
buses, five (5) years of project operation or 150,000 miles.
6. Purchase of Project Equipment: The purchase of all Project Equipment
financed in whole or in part pursuant to this Agreement shall be undertaken by the Second
Party, and shall be purchased in accordance with applicable State laws and the standards
set forth in the Office of Management and Budget (OMB) Circular A-102, incorporated
herein by reference.
The Second Party shall have ninety (90) calendar days from the date of receipt of a
fully executed Agreement to forward to the State a written confirmation that the bid
process for the purchase of Project Equipment has been initiated, either individually or
through a locai transit district. The Second Party shall utilize the Procurement Procedures
set forth in Attachment_1 of this Agreement if (a) the Second Party is a private nonprofit
organization, or (b) the Second Party is an eligible public body federally approved pursuant

to Section 5310 of the Federal Transit Act and the purchase price is One Hundred
Thousand Doilars ($100,000) or less.
In the event the Second Party opts to utilize an existing motor vehicle as a trade-in,
the trade-in allowance, as determined by the vendor, should be used toward any additional
costs the Second Party may incur with the purchase of the Project Equipment. The State
will provide a Cash Grant for eighty percent (80%) of the total Project Equipment cost not
to exceed Fifty-two Thousand Dollars ($52,000).
The Second Party may order the Project Equipment in advance of receipt of a fully
executed Agreement in order to expedite delivery of the Project Equipment; however, this
action shall be taken entirely at the risk of the Second Party. Payment for the Project
Equipment will be made in accordance with Article 7. The State shall not incur any
liability under this Agreement until it has issued its written approval of the purchase,
including such conditions as it deems appropriate. The failure of the Second Party to
comply with the conditions set forth in the written approval relieves the State from any and
all liability under this Agreement.
Proof of purchase shall consist of a dated manufacturer's or vendor's invoice
naming the Second Party as recipient of the Project Equipment, fully identifying the Project
Equipment, marked as “Paid in Full" and signed by an official representative of the
manufacturer or dealer.
Failure to meet any conditions imposed by this Agreement or the written approval
will result in a return of the Grant funds to the State by the Second Party.
7. Payment to the Second Party Related to the Project Equipment: Upon full
and proper execution of this Agreement, delivery, and acceptance of Project Equipment
(including a completed vehicle acceptance form), a manufacturer's/vendor's invoice, and a
completed State reimbursement form (the “Invoice Summary and Processing Form” (ISP)
or its replacement), as well as receipt by the State of a certificate of origin and a completed
Certificate of Insurance, the State will provide payment in the form of a check.
The State will issue payment within fifteen (15) business days after receipt of the
required documents. However, if the request for payment is received between June 21
and July 20 of the calendar year, the State will issue payment by August 4 of the calendar
year. The Grant represents eighty percent (80%) of the total Project Equipment cost nat to
exceed Fifty-two Thousand Dollars ($52,000).
The Grant will be the maximum contribution by the State for the Project Equipment.
Additional costs for the Project Equipment will be borne by the Second Party.
The Second Party agrees that the receipt of funds under this Agreement is subject
to all controls and conditions imposed by this Agreement and the relevant Federal and/or
State regulations.

The Second Party agrees that the terms of this Agreement do not constitute a loan
but rather a grant for the specific purposes contained herein.
The Second Party agrees it is not authorized to allow funds appropriated under this
Agreement to be used to pay its creditors unless the creditor incurred an expense
specifically authorized by this Grant and relevant Federal and/or State regulations.
The Second Party agrees that the funds provided under this Agreement and
proceeds from the sale of any Project Equipment purchased with such funds during the
useful life of such Project Equipment shall remain the property of the State for use in the
Federal Section 5310 Program.
The Second Party agrees to make payment to the manufacturer/vendor within three
(3) business days of receiving the Grant funds from the State or the monies must be
returned to the State. Proof of vendor payment-must be kept on file by the Second Party
for the duration of the useful life of the Project Equipment.
8. Ownership, Title and Registration of Project Equipment: The Second Party
shall assume ownership of Project Equipment in trust for the State and such Project
Equipment shail be in the name of the Second Party subject to the restrictions on use and
disposition of the Project Equipment set forth herein. The Second Party shall not transfer
ownership of the Project Equipment to any third party without prior, written approval of the
State. The State shall be listed as first lien holder on the motor vehicle registration(s) for
the vehicle(s). Vehicle(s) title(s) shall be retained by the State.
At its discretion, the State may, under the terms and conditions of this Agreement,
designate the Second Party as a lead coordinating entity within a region. As such, the
Second Party may, as necessary and with the written approval of the State, assume
ownership in trust for the State and custody of any Project Equipment transferred from
other Section 5310 organizations or other providers of elderly/disabled transportation, to
effect continued regional coordination of transportation services to the elderly and disabled
individuals.
The Second Party shall hold the Project Equipment purchased under this
Agreement as the trustee and custodian for the State. The Second Party agrees that it
lacks any beneficial interest in the Project Equipment purchased under this Agreement
and that it acts as an agent of the State solely for the purpose of disbursing the Grant
funds provided under this Agreement.
The Project Equipment shall, during the useful life of the vehicle(s), be registered in
accordance with all applicable rules and regulations of the Connecticut Department of
Motor Vehicles.
9. Use of Project Equipment: The Second Party agrees that the Project
Equipment shall be used for the provision of transportation service in the area and in the
manner described in the Project Description of its above-mentioned Application for the

duration of its useful life. If during such period, the Project Equipment is not used in this
manner or is withdrawn from transportation service or the Second Party becomes
insolvent, the Second Party shall immediately notify the State and ownership and
possession of the Project Equipment shall revert to the State. If this Agreement is
terminated at any time during the Project Equipment’s useful life, the Project Equipment
must be returned to the State. If the Project Equipment is out of service for more than
sixty (60) days, the Second Party shall immediately notify the State, and the State shall
take appropriate action to reclaim said Project Equipment at the expense of the Second
Party. After the Project Equipment has reached the limits of its useful life, as specified in
Article 5, the State shall have no further interest in the Project Equipment.
In further consideration of the use of said Project Equipment, the Second Party
shall:
(a) | Guarantee that, at no cost or expense to the State, said Project Equipment
shali be properly operated in a safe condition and regularly maintained
throughout the term of this Agreement in accordance with the maintenance
and inspection schedule supplied by the manufacturer of the Project
Equipment.
(b) Guarantee that any and all repairs to the Project Equipment are
accomplished by a certified mechanic. Receipts for said repairs shall be
forwarded to the State.
(c) Guarantee that, the interior or exterior of said Project Equipment shall not be
modified, including modification by the addition of advertising or additional
signage to the vehicle, without prior written approval of the State. The State
has the authority to approve or decline such modification of the Project
Equipment.
(d) Guarantee that the Project Equipment will be housed and utilized primarily in
the region through which the application was made.
(e) Establish and maintain throughout the term of this Agreement, including
supplements thereto and renewals thereof, if any, separate and complete
accounting records of all costs associated with the Project.
(A During the useful life of the Project Equipment, any and all payments made
tothe Second Party as a result of material damage to the Project
Equipment, whether paid by an insurance company or any private agency
or party, shall be returned to the State, unless:
(1) The Second Party demonstrates, by proof of invoice, that the
payments received were utilized to repair the Project Equipment so
as to keep it in service or return it to service. Repairs to the Project

Equipment must be scheduled no later than thirty (30) days after
receiving insurance or private party proceeds. or
(2) Upon prior written approval from the State, the Second Party
purchases suitable replacement equipment of similar quality and
remaining useful life. in the event replacement equipment is
purchased, the State may retain its proportioned interest in the
equipment beyond the original expiration date of this Agreement.
The purchase of suitable replacement equipment must be in
accordance with Article 6 hereof. The purchase of suitable
replacement equipment must be initiated within fourteen (14) days
after receiving insurance or private party proceeds.
10. Disposition of Project Equipment: After Project Equipment has reached the
end of its useful life as stipulated in Article 5 of this Agreement; the State shall, upon
confirmation that the Project Equipment has reached the end of its useful life, return the
title pertaining to the Project Equipment to the Second Party. The Second Party may then
elect to continue to use or dispose of the Project Equipment; however, proceeds from the
sale of said Equipment must remain in use for program purposes.
If the subject vehicle is sold for more than $5,000, the Second Party must reimburse the
Federal Transit Administration a proportionate share (80%) of the fair market value or
the net sales proceeds. The Second Party must notify the Department if a vehicle is
sold for more than $5,000 in order to arrange to return the funds to the Federal Transit
Administration.
11. Records and Reports: The Second Party shall advise the State regarding the
progress of the Project at such time and in such manner as the State requires, including,
but not limited to, meetings and interim reports.
The Second Party shall collect and submit to the State at such time as the State
may require, such financial statements, operations data, records, contracts, and other
documents related to the Project as may be deemed necessary by the State. This shall
include, but not be limited to:
(a) Submitting quarterly operating reports (on forms supplied by the State) for
the previous three (3) months of operation.
(b) — Reporting all minor motor vehicle accidents involving the Project Equipment
to the State within ten (10) days of the occurrence; any incident which
results in an injury to a driver or passenger, or which results in property
damage of over Two Thousand Five Hundred Dollars ($2,500), shall be
reported to the State within twenty-four hours.

(c) Certifying annually, in writing, that said Project Equipment is still being used
in accordance with the terms and conditions set forth in this Agreement.
(d) Responding to and maintaining records of any survey forms requested by
the State or its Representatives.
12. Termination: The State reserves the right to terminate this Agreement:
(a) without cause with sixty (60) days prior written notice to the Second Party; or
(b) with cause, forthwith, upon delivery to the Second Party of written notice of
termination, citing any one or more of the following reasons:
(1) the Second Party discontinues the operation of the said Project
Equipment in providing transportation to the elderly and/or disabled;
or
(2) the Second Party takes any action and/or fails to take required action
pursuant to the terms of this Agreement without the required
approval(s) of the State; or
(3) the Second Party being declared by competent authority to be
incapable of operation under this Agreement.
Upon termination of this Agreement as provided in Article 12 (a) or Article 12(b),
the Second Party shall forthwith return ownership and possession of the said Project
Equipment to the State, in as good condition as it was purchased by the Second Party,
with normal wear and depreciation expected. It is understood and agreed by the Parties
hereto that if this return cannot be made by the Second Party, the Second Party may, at
the discretion of the State, be assessed all or a proportionate share of the then current
market value of the said Project Equipment. {f, however, It is clear to the State that the
Second Party has not made a demonstrated effort to operate the Project Equipment as
described in the application and required under this Agreement, at the State’s discretion, it
may require the return of the Project Equipment.
13. Prohibited Interest: No member, officer, or employee of the Second Party
during his/her tenure or one year thereafter shall have any interest, direct or indirect, in this
Agreement or the proceeds thereof. The Second Party warrants that it has not employed
or retained any company or person other than bona fide employees working solely for the
Second Party to solicit or secure this Agreement and that it has not paid or agreed to pay
any company or person other than bona fide employees working solely for the Second
Party any fee, commission, percentage, brokerage fee, gift, or any other consideration,
contingent upon or resulting from the award or making of this Agreement. For breach or
violation of the above stipulation, the State shall have the right to terminate this Agreement
without liability, or in its discretion, to deduct from the agreed price or consideration, or

otherwise recover the full amount of such fee, commission, percentage, brokerage fee, or
contingent fee.
14. Official Notices: Any “Official Notice” from one such party to the other such
party (or Parties), in order for such Notice to be binding thereon, shall:
(a) Be in writing (hardcopy) addressed to:
(1) When the State is to receive such Notice -
Commissioner of Transportation
Connecticut Department of Transportation
P. O. Box 317546
2800 Berlin Turnpike
Newington, Connecticut 06131-7546;
(2) | When the Second Party is to receive such Notice -
The person(s) acting herein as signatory for the Second Party receiving
such Notice;
(b) Be delivered in person with acknowledgement of receipt or be mailed by the
United States Postal Service - "Certified Mail" to the address recited herein as
being the address of the party(ies) to receive such Notice; and
(c) | Contain complete and accurate information in sufficient detail to properly and
adequately identify and describe the subject matter thereof.
The term "Official Notice", as used herein, shall be construed to include but not be
limited to any request, demand, authorization, direction, waiver, and/or consent of the
party(ies) as well as any document(s), including any electronically-produced versions,
provided, permitted, or required for the making or ratification of any change, revision,
addition to or deletion from the document, contract, or agreement in which this “Official
Notice” specification is contained.
Further, it is understood and agreed that nothing hereinabove contained shall
preclude the Parties hereto from subsequently agreeing, in writing, to designate alternate
persons (by name, title, and affiliation) to which such Notice(s) is (are) to be addressed;
alternate means of conveying such Notice(s) to the particular party(ies); and/or alternate
locations to which the delivery of such Notice(s) is (are) to be made, provided such
subsequent agreement(s) is (are) concluded pursuant to the adherence to this
specification.
15. Liquidation of Indebtedness: The State may refuse at any time to make
payments under this Agreement if (a) the Second Party has failed to comply with the terms
of this Agreement or any applicable State law or regulation, or (b) the Second Party is

indebted to the State of Connecticut and the collection of the indebtedness will not impair
accomplishment or the objectives of this Agreement. Under such conditions, the State will
inform the Second Party in writing, that payment will not be made after a specified date
until the noncompliance described in such notice is corrected or the indebtedness is
liquidated.
16. Contracts Under this Agreement/Subcontracts: Unless otherwise authorized
in writing by the State, the Second Party shall not assign any portion of the work to be
performed under this Agreement, or execute any contract, amendment or change order
thereto, or obligate itself in any manner with any third party with respect to its rights and
responsibilities under this Agreement. The Second Party shall include in all subcontracts
entered into pursuant to this Agreement ail of the above-required clauses.
17. Inspections and Site Visits: The State shall have the right to inspect the
Second Party's Project Equipment, facilities, and records with respect thereto as shali be
reasonably necessary to confirm the proper operational and administrative upkeep of such
assets purchased and/or being subsidized with federal and/or state funds.
18. Environmental Law Compliance: The Second Party shall be responsible for
complying with all federal and state environmental laws and regulations pertaining to the
operation of transit motor buses and/or facilities, owned and/or leased by the Second
Party, including but not limited to, pollutants emissions control, storage and/or disposal or
waste, fluids, fuels, oil, and chemicals in general. The Second Party shall be responsible
for compliance with all Occupational Safety and Health Administration (OSHA) regulations.
The Second Party will hold the State harmless of any lawsuits and/or fines with respect to
any environmental and/or OSHA regulations violations.
19. Facsimile Agreement: The Parties agree that facsimile, email, or photocopies
of signatures and initials are acceptable and shall be binding and construed as if originals.
10

The Parties hereto have set their hands on the day and year indicated.
STATE OF CONNECTICUT
Department of Transportation
By:
Dennis Solensky
Transit Administrator
Bureau of Public Transportation
Date:
Town of Waterford
By:
Robert Brule
First Selectman
Date:
APPROVED AS TO FORM:
Attorney General
State of Connecticut
Date:
11

ATTACHMENT 1
The following information is provided to explain the options available for procurement of vehicles
when Federal Transit Administration (FTA) funding is involved. it is NOT an official regulation, but an
attempt to explain in plain language the options available to FTA grant subrecipients for the Section 5310
program.
Subrecipients can procure their vehicles through:
Option A ~ Purchase from vehicle options available on contract procured using an FTA
compliant competitive process.
Option B - Conducting a small purchase procurement for less than $100,000
Option C - Conducting a procurement for over $100,000
Many of the requirements do not take effect until the procurement is greater than $100,000. But,
even though the Federal Grant awarded may be less than $100,000, if the items being procured are
included in a purchase for more than $100,000, then option B can no longer be used.
Option A_ Purchasing a vehicle off of a contract procured using an FTA compliant competitive process.
Some transit districts in Connecticut procure small buses and vans using a competitive process that is
reviewed by FTA and include an allowance for other public and non-profit entities using FTA funding
(grantees) to purchase off of their contract. The advantage is that the process is already in place, so it is
relatively easy for the grantee to procure a vehicle without dealing with the extra burden of ensuring
compliance with the federal procurement requirements. There may also be an advantage to being part of a
larger vehicle order, with set prices which may be lower than if purchasing only one or two vehicles.
Disadvantages are that grantees can only choose from the vehicle types (small bus or converted high-top
vans) and options available on the contract.
Option B = Conducting your own procurement for less than $100,000
If the total procurement is not greater than $100,000, the grant recipient may follow the small purchase
process which is described below:
1. The Second Party shall develop a generic specification which will encourage participation by as
many vendors as possible. Specifications must include all applicable federal mandates. The Second Party
must ensure that the specifications have not been written with a specific vehicle or vendor in mind.
2. The Second Party shall select a minimum of three (3) (if available) reputable prospective
manufacturers/vendors and shall secure formal written quotes from them. These quotes:
must be attached to the vehicle specifications.
must itemize any vehicle options.
must be signed by the manufacturer/vendor.
must include a statement with the price quote which attests that the prices are valid for a minimum
of ninety (90) days.

3. The Second Party must be able to demonstrate that contact has been made with several
manufacturers/vendors extending beyond the Second Party’s immediate area.
4. All information shail be forwarded to the State for comparison to price quotes received by purchasers
of similar vehicles before initiating a purchase. At this time, the Second Party shall indicate the
manufacturer/vendor from which the vehicle will be purchased. If bids come in over $100,000, another
procurement process must take place (See Option C), but documentation should still be forwarded to the
State of the process that was followed and the bids received.
5. The State then can either provide a written approval or discuss the matter further with the Second
Party until a resoiution is reached and a written approval can be sent.
6. Once the procurement is approved by the State, a confirmed purchase order must be provided to the
State within ninety (90) days, unless specified otherwise by the State. Purchase orders must state model,
make, year, delivery price, options floor plan and vehicle identification number.
Option © = Conducting your own procurement for more than $100,000
« Sealed Bids
« Competitive proposals
e Noncompetitive proposals (sole source)
For any of these processes, please review FTA Circular 4220.1F November 1, 2008, rev. March 18, 2013
as well as FTA’s” Best Practices Procurement Manual, which can be found at
https:/Avww.transit.dot.gov/funding/procurement/best-practices-procurement-manual.
Additional Options
Additional options for procurement may be available, such as purchasing off of the contracts in place with
the Connecticut Department of Administrative Services or by purchasing off of a contract in another state
(similar to Option A). Each of these options would require determining whether those contracts contain all
the applicable FTA and State requirements.
Documentation — (How to satisfy an auditor, the State, and the FTA)
1. Vehicle procurement
The requisition (or purchase request).
What specifications were used?
When were quotes requested?
From whom were the quotes requested?
When were quotes received?
What quotes were received?
Copy of the written approval from the State.
Copy of the purchase order,
sare aggD

2. Reimbursement from the State
There must be a fully executed Agreement between the State and the Second Party, and the vehicle
must be delivered before payment can be requested. Information on the documentation required to request
payment from the State for the vehicle is summarized below and is subject to change:
An executed Agreement between the State of Connecticut and the recipient.
A Receipt of Vehicle Delivery.
A completed and signed Invoice Summary Processing (ISP) Form.
A completed and signed Vehicle Acceptance Form.
A copy of the manufacturer/vendor invoice.
A completed Post-Delivery Federal Motor Vehicle Safety Standards Certification Requirement form.
A completed Post-Delivery Purchaser's Requirements Certification form.
A completed Post-Delivery Buy America Certification Requirement form.
A completed “ACORD” Certificate of Insurance form.
10. Two copies of the Certificate of Origin(s) — one from the manufacturer and one from the procurer.
CONOARWN >=

APPENDIX “A”
Administrative and Statutory Requirements
1.insurance, With respect to the operations performed by the Second Party under the terms of this
Agreement and also those performed for the Second Party by its subcontractor(s), the Second Party will be
required to carry, and it shall ensure its subcontractor(s) carry, the insurance coverage included in
paragraphs (a), (b) and (c) below, for the duration of this Agreement, and any supplements thereto, with the
State being named as an additional insured party for paragraphs (a) and/or (b) below, at no direct cost to
the State. In the event the Second Party secures excess or umbrella liability insurance to meet the
minimum requirements specified in paragraphs (a) and (b) below, the State of Connecticut shall be named
as an additional insured.
(a) Commercial General Liability Insurance, including Contractual Liability Insurance, providing for
a total limit of not less than One Million Dollars ($1,000,000) single limit for all damages arising out of bodily
injuries to or death of all persons in any one accident or occurrence, and for all damages arising out of
injury to or destruction of property in any one accident or occurrence, and, subject to that limit per accident
or occurrence, a total (or aggregate) limit of Two Million Dollars ($2,000,000) for all damages arising out of
bodily injuries to or death of all persons in all accidents or occurrences and out of injury to or destruction of
property during the policy period.
(b) The operation of all motor vehicles, including those hired or borrowed, used in connection
with the Agreement shall be covered by Automobile Liability Insurance providing for a total limit of (a) One
Million Dollars ($1,000,000) for vehicles with a seating capacity of ten (10) or less passengers, (b) One
Million Five Hundred Thousand Dollars ($1,500,000) for vehicles with a seating capacity of eleven (11)
through fourteen (14) passengers, and (c) Five Million Dollars ($5,000,000) for vehicles with a seating
capacity of fifteen (15) passengers or mare, for all damages arising out of bodily injuries to or death of all
persons in any one accident or occurrence, and for all damages arising out of injury to or destruction of
property in any one accident or occurrence, and such insurance shall include comprehensive and collision
coverage to provide for repair and replacement of vehicle(s) funded under this Agreement.
(c) Workers’ Compensation Insurance and, as applicable, insurance required in accordance with
the U.S. Longshore and Harbor Workers’ Compensation Act, in accordance with the requirements of the
laws of the State of Connecticut and the laws of the United States respectively.
In conjunction with the above, the Second Party agrees to furnish to the State a Certificate of
insurance on a form or forms acceptable to the State, fully executed by an insurance company or
companies satisfactory to the State, for the insurance policy or policies required hereinabove, which policy
or policies shall be in accordance with the terms of said Certificate of Insurance.
The Second Party shall produce, within five (5) business days, a copy, or copies of all
applicable insurance policies requested by the State. In providing said policies, the Second Party may
redact provisions of the policy that are proprietary. This provision shall survive the suspension, expiration,
or termination of this Agreement.
With respect to activities performed directly and exclusively by the Second Party, the Second
Party may request that the State accept coverage provided under a self-insurance program. The Second
Party shall submit to the State a notarized statement, by an authorized representative:

a) certifying that the Second Party is self-insured;
b) describing its financial condition and self-insured funding mechanism;
c) specifying the process on how to file a claim against the Second Party’s self insurance
program, including information of the name, title and address of the person to be notified in the event of a
claim; and
d) agreeing to indemnify and save harmless the State of Connecticut, its officials, agents, and
employees from all claims, suits, actions, damages, and costs of every name and description resulting
from, or arising out of, activities performed by the Second Party under this Agreement with the State.
if requested by the State, the Second Party must provide any additional evidence of its status
as a self-insured entity. If such self-insurance program is acceptable to the State, in its sole discretion,
then the Second Party shall assume any and all claims as a self-insured entity.
2. Indemnification.
(a) The Second Party shall indemnify, defend and hold harmless the State and its officers,
representatives, agents, servants, employees, successors and assigns from and against any and all (1)
Claims arising, directly or indirectly, in connection with the Agreement, including the acts of commission
or omission (collectively, the "Acts") of the Second Party or Second Party Parties; and (2) liabilities,
damages, losses, costs and expenses, including but not limited to, attorneys' and other professionals'
fees, arising, directly or indirectly, in connection with Claims, Acts or the Agreement. The Second Party
shall use counsel reasonably acceptable to the State in carrying out its obligations under this section.
The Second Party’s obligations under this section to indemnify, defend and hold harmless against
Claims includes Claims concerning confidentiality of any part of or all of the Second Party’s bid, proposal
or any Records, any intellectual property rights, other proprietary rights of any person or entity,
copyrighted or uncopyrighted compositions, secret processes, patented or unpatented inventions,
articles or appliances furnished or used in the performance.
(b) The Second Party shall not be responsible for indemnifying or holding the State harmless from any
liability arising due to the negligence of the State or any third party acting under the direct control or
supervision of the State.
(c) The Second Party shall reimburse the State for any and all damages to the real or personal property
of the State caused by the Acts of the Second Party or any Second Party Parties. The State shall give
the Second Party reasonable notice of any such Claims.
(d) The Second Party’s duties under this section shall remain fully in effect and binding in accordance
with the terms and conditions of the Agreement, without being lessened or compromised in any way,
even where the Second Party is alleged or is found to have merely contributed in part to the Acts giving
rise to the Claims and/or where the State is alleged or is found to have contributed to the Acts giving rise
to the Claims.
(e) The Second Party shall carry and maintain at all times during the term of the Agreement, and during
the time that any provisions survive the term of the Agreement, sufficient general liability insurance to
satisfy its obligations under this Agreement. The Second Party shall name the State as an additional
insured on the policy. The State shall be entitled to recover under the insurance policy even if a body of
competent jurisdiction determines that the State or the State of Connecticut is contributorily negligent.
(f} This section shall survive the termination of the Agreement and shail not be limited by reason of any
insurance coverage.

3. Governmental Immunity. Nothing in this Agreement shail preclude the Second Party from asserting its
Governmental Immunity rights in the defense of third party claims. The Second Party’s Governmental
immunity defense against third party claims, however, shall not be interpreted or deemed to be a limitation
or compromise of any of the rights or privileges of the State, at law or in equity, under this Agreement,
including, but not limited to, those relating to damages.
4. Code of Ethics Policy. The Second Party hereby acknowledges and agrees to comply with the policies
enumerated in "Connecticut Department of Transportation Policy Statement No. F&A-10 Subject: Code of
Ethics Policy’, June 1, 2007, a copy of which is attached hereto and made part hereof.
The Second Party shall comply with the provisions contained in Section 1-86e of the
Connecticut General Statutes, which provides as foilows:
(a) No person hired by the State as a consultant or independent contractor
shall:
(1) Use the authority provided to the person under the contract, or any confidential
information acquired in the performance of the contract, to obtain financial gain for the
person, an employee of the person or a member of the immediate family of any such
person or employee;
(2) Accept another State contract that would impair the independent judgment of the
person in the performance of the existing contract; or
(3) Accept anything of value based on an understanding that the actions of the person on
behalf of the State would be influenced.
(b} No person shall give anything of value to a person hired by the State as a consultant or
independent contractor based on an understanding that the actions of ihe consultant or
independent contractor on behalf of the State would be influenced.
5. Executive Orders. This Agreement is subject to the provisions of Executive Order No. Three of
Governor Thomas J. Meskill, promulgated June 16, 1971, concerning labor employment practices,
Executive Order No. Seventeen of Governor Thomas J. Meskill, promulgated February 15, 1973,
concerning the listing of employment openings and Executive Order No. Sixteen of Governor John G.
Rowland promulgated August 4, 1999, concerning violence in the workplace, all of which are incorporated
into and are made a part of the Agreement as if they had been fully set forth in it. The Agreement may also
be subject to Executive Order No. 14 of Governor M. Jodi Rell, promulgated April 17, 2006, concerning
procurement of cleaning products and services and to Executive Order No. 49 of Governor Dannet P.
Malloy, promulgated May 22, 2015, mandating disclosure of certain gifts to public employees and
contributions to certain candidates for office. If Executive Order 14 and/or Executive Order No. 49 are
applicable, they are deemed to be incorporated into and are made a part of the Agreement as if they had
been fully set forth in it. At the Second Party’s request, the State shall provide a copy of these orders to the
Second Party.
6. Litigation. The Second Party agrees that the sole and exclusive means for the presentation of any
claim against the State arising from or in connection with this Agreement shall be in accordance with
Chapter 53 of the Connecticut General Statutes (Claims against the State) and the Second Party further
agrees not to initiate legal proceedings in any State or Federal Court in addition to, or in Neu of, said
Chapter 53 proceedings.

7. Eorce Majeure. The term Force Majeure as employed herein shall mean acts of God, riots, embargoes,
wars, blockades, insurrections, strikes and work stoppages, fires, snow, ice, floods, governmental orders or
regulations, accidents and other contingencies beyond the reasonable control of the Second Party and which
by the exercise of due diligence the Second Party is unable to prevent or overcome.
in the event that the Second Party is rendered unable wholly or in part by a Force Majeure, as
defined herein, to carry out its obligations under this Agreement, it is agreed that on notice to the State setting
forth the particulars of such Force Majeure, in writing, the obligations of the Second Party to the extent affected
by such Force Majeure shall be suspended during the continuance of any inability so caused but for no longer
period, and such cause shall as far as possible be remedied with all reasonable dispatch.
8. Jurisdiction and Forum. The Parties deem the Agreement to have been made in the City of Hartford,
State of Connecticut. Both Parties agree that it is fair and reasonable for the validity and construction of the
Agreement to be, and it shall be, governed by the laws and court decisions of the State of Connecticut,
without giving effect to its principles of conflicts of laws. To the extent that any immunities provided by
Federal law or the laws of the State of Connecticut do not bar an action against the State, and to the extent
that these courts are courts of competent jurisdiction, for the purpose of venue, the complaint shall be
made returnable to the Judicial District of Hartford only or shall be brought in the United States District
Court for the District of Connecticut only, and shall not be transferred to any other court, provided, however,
that nothing here constitutes a waiver or compromise of the sovereign immunity of the State Connecticut.
The Second Party waives any objection which it may now have or will have to the laying of venue of any
Claims in any forum and further irrevacably submits to such jurisdiction in any suit, action or proceeding.
9. Non-waiver of State’s Immunities. The Parties acknowledge and agree that nothing in the Agreement
shall be construed as a modification, compromise or waiver by the State of any rights or defenses of any
immunities provided by Federal law or the laws of the State of Connecticut to the State or any of its officers
and employees, which they may have had, now have or will have with respect to all matters arising out of
the Agreement. To the extent that this section conflicts with any other section, this section shall govern.
10. Core Agreement/Contract Purchase Order. The Agreement itself is not an authorization for the
Second Party to provide goods or begin performance in any way. The Second Party may provide goods or
begin performance only after it has received a duly issued purchase order against the Agreement. The
Second Party providing goods or commencing performance without a duly issued purchase order in
accordance with this section does so at the Second Party's own risk.
The Department shall issue a purchase order against the Agreement directly to the Second Party
and to no other party.
11. Connecticut Required Contract/Aqreement Provisions. When the Second Party receives State of
Federal funds it shall incorporate the “Connecticut Required Contract/Agreement Provisions, Specific Equal
Employment Opportunity Responsibilities” (SEEOR), dated March 3, 2009, as may be amended from time
to time, as a material term of any contracts/agreements it enters into with its contractors, consulting
engineers or other vendors, and shall require the contractors, consulting engineers or other vendors to
include this requirement in any of its subcontracts. The Second Party shall also attach a copy of the
SEEOR, as part of any contracts/agreements with contractors, consulting engineers or other vendors and
require that the contractors, consulting engineers or other vendors attach the SEEOR to its subcontracts.

12. Maintenance and Audit of Records. The second party receiving federal funds must comply with the
Federal Single Audit Act of 1984, P.L. 98-502 and the Amendments of 1996, P.L. 104-156. The second party
receiving state funds must comply with Connecticut General Statutes (C.G.S.) § 7-396a, and the State Single
Audit Act, §§ 4-230 through 236 inclusive, and regulations promulgated thereunder.
FEDERAL SINGLE AUDIT: Each second party that expends a total amount of federal awards: 1) Equal
to or in excess of $750,000 in any fiscal year shall have either a single audit made in accordance with OMB
Circular A-133, “Audits of States, Local Governments and Non-Profit Organizations or a program specific audit
(i.e. an audit of one federal program); 2) Less than $750,000 shall be exempt for such fiscal year.
STATE SINGLE AUDIT: Each second party that expends a total amount of State financial assistance: 1)
Equal to or in excess of $300,000 in any fiscal year shall have an audit made in accordance with the State
Single Audit Act, Connecticut General Statutes (C.G.S.) §§ 4-230 to 4-236, hereinafter referred to as the State
Single Audit Act or a program audit; 2) Less than $300,000 in any fiscal year shall be exempt for such fiscal
year.
REQUESTS FOR EXTENSION In the event the second party is unable to submit their annual audit
report to the State within the timeframe required by State jaw and regulations, the second party must request
an approval for an extension beyond that deadline by submitting a written request for an extension, prior to the
deadline, to:
State of Connecticut
Department of Transportation
Division of internal Audits
Accounting