R2001-90 AUTHORIZING THE FILING AND EXECUTION OF CONTRACT

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ITEM 14-PROJECT SETTLEMENT AND CLOSE-OUT ' / If applicable and either upon receipt of notice of successful completion of the Project or upon termination by the Department, the Department shall perform a final audit of the Project to determine the allowability of costs incurred, and shall make settlement of the State grant described in this Agreement. If the Department has made payment to the Grantee in excess of the total amount of such State grant, the Grantee shall promptly remit such excess to the State. The Project close-out occurs when the Department notifies the Grantee and forwards the final grant payment or when an appropriate refund of State grant funds has been received from the Grantee and acknowledged by the Department. Close-out shall be subject to any continuing obligations imposed on the Grantee by this Agreement or contained in the final notification or acknowledgment from the Department. ITEM 15-GRANTEE'S WARRANTIES Grantee agrees to initiate and consummate all actions necessary to enable it to enter into this Agreement. Grantee warrants that there is no provision of its charter,by-laws or any rules, regulations, or legislation which prohibits,voids, or otherwise renders unenforceable against Grantee any provision or clause of this Agreement. Grantee warrants further that it has paid all federal, state and local taxes levied or imposed and will continue to do so, excepting only those which may be contested in good faith, that Grantee has or will obtain all licenses, permits or other authorizations required to meet the obligations assumed hereunder and that Grantee will comply with all lawful statutes, ordinances, rules, and regulations as may apply to the obligations assumed hereunder. The purchase of all Project Asset(s), in whole or in par#, pursuant to this Agreement shall be in accordance with applicable state law and federal standards. Grantee agrees that upon execution of this Agreement,Grantee will deliver to the Department: A. An opinion of counsel, acceptable to the Department that Grantee is an eligible participant, that Grantee has complied fully with the pertinent requirements of state and federal law, its charter, bylaws and internal procedures;that there is no pending litigation concerning the authority of Grantee to enter into this Agreement, and that this Agreement is legally binding upon Grantee; and B. A certified copy of the resolution of its governing board, which is attached as Exhibit D, authorizing and approving execution of this Agreement and all other attachments. . C. An executed copy of the"the Department& FTA Assistance Programs Certifications and Assurances"which is attached as Exhibit F. ITEM 16-CONTRACTS OF THE GRANTEE Except as otherwise provided in Department guidelines or as otherwise specifically approved by the Department in writing, the Grantee shall not execute any contract or obligate itself in any other manner with any third party with respect to the Project. All subcontracts must be approved by the Department prior to the Grantee executing the subcontract. All subcontracts shall contain all applicable contract clauses pursuant to federal and state requirements. ITEM 17-ASSIGNMENT OF AGREEMENT The Grantee agrees that this Agreement shall not be assigned, transferred, conveyed, sublet or otherwise disposed of without the prior written consent of the Department. ITEM 18-INDEMNIFICATION AND INSURANCE The Grantee agrees to save harmless and indemnify the State from any and all losses,expenses,damages(including loss of use), demands and claims and shall defend any suit or action, whether at law or in equity, brought against it based on any such alleged injury (including death) or damage and shall pay all damages, judgments, costs and expenses, including attorney's fees, in connection with said demands and claims resulting therefrom.This Agreement to hold the State harmless shall not be applicable to the extent such loss or damage is attributable to the negligence of the State. The Grantee agrees that it will maintain or cause to be maintained,for the duration of the Project, such self-insurance or policies of insurance with limits and upon terms satisfactory to the Department as will protect the Grantee from any other claims for damages to property or for bodily injury including death, which may arise from or in connection with Asset Transfer Agreement page 13