R2001-90 AUTHORIZING THE FILING AND EXECUTION OF CONTRACT

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Section 5310. Any reference in any law, regulation, document, paper, or other record of Section 16 or 16(B)(2) ' r shall be deemed a reference to 49 USC Section 5310. F. "Section 3" means Section 3 of the Federal Transit Act, as amended and now codified as 49 USC §5309. G. "Special Transportation Service" means transportation service designed to meet the special needs of elderly persons and persons with disabilities for whom ordinary mass transportation services are unavailable, insufficient or inappropriate. H. "Total Project CosY'means the,fair market value of the Project Asset(s). I. "Project Asset(s)"means the capital asset(s)being transferred from DONOR to DONEE. J. "Grantee"means DONEE. K. "Transfer date"means the date the Project Asset(s)is legally transferred from DONOR to DONEE. ITEM 16-DONEE'S UNDERTAKINGS 1. For only Project Asset(s) transferred, Grantee shall undertake to perform any and all grant terms, conditions, requirements, and other obligations transferred or relinquished to it by DONOR as approved in DONOR's grant applications and executed Grant Contract# 1024, (all on file with the Department), and in particular, agrees to assume and conform to any terms, conditions, and requirements of capital assistance grants entered into between DONOR and the Department as established by Board Resolution or Ordinance and to be bound by the terms thereof as if DONEE were a party to said agreements in lieu of DONOR. 2. DONEE agrees to execute this Agreement which specifically addresses the transfer and contract requirements. Should any differences exist between the original Agreement (Contract#1024)and this new Agreement, it is the intent of the parties involved that this new Agreement shall be controlling. 3. DONEE understands that it is receiving a Project Asset(s) and will continue to utilize and maintain it for its entire useful life as agreed to in this Agreement. DONEE understands that it will be responsible for arranging for the transfer of Project Asset(s)upon the transfer date or sooner, if agreed to by DONOR. 4. DONEE agrees to the value and methodology used to determine the fair market value of the Project Asset(s), which is detailed as Exhibit E. 5. DONEE agrees to accept the Project Asset(s) in °as is" condition, fully understanding the maintenance condition of the Project Asset(s), agrees to hold the Department and DONOR harmless for any claims the may arise during the operation or maintenance of said Project Asset(s). DONEE shall have adequate insurance from the beginning of the transfer date. � 6. DONEE agrees to pay all expenses associated with the assignment, conveyance, and transfer of title from the DONOR to the DONEE. ITEM 1C-THE DEPARTMENT'S ACCEPTANCE 1. For only the Project Asset(s)being transferred,the Department agrees to accept the liability of DONEE upon any and all continuing agreements or grants in lieu of the liability of DONOR and agrees to be bound by the terms of said agreements and grants in all respects as if DONEE was named in place of DONOR. The DepartmenYs acceptance of such temtis is expressly conditioned upon DONEE entering into this Agreement covering the identical Project but which may cover differing terms due to changes in state and federal regulations. DONOR understands that it is still liable for all grant compliance conditions affecting the transferred Project Asset(s) up through the transfer date and for any remaining Project Asset(s) not transferred. Asset Transfer Agreement page 5