HomeMy WebLinkAboutContract 62154CSC No. 62154
CITY OF FORT WORTH, TEXAS
STANDARD AGREEMENT FOR GENERAL PROFESSIONAL SERVICES
This agreement ("Agreement") is between the City of Fort Worth, a Texas home -rule
municipality ("City"), and TruWeather Solutions, authorized to do business in Texas
("Consultant"), for a project generally described as: United States Department of
Transportation Strengthening Mobility and Revolutionizing Transportation Grant ("Project") -
Project No. 105688.
Article I
Scope of Services
(1) Consultant hereby agrees to perform professional services as set forth in this
Agreement and the Scope of Services, attached hereto as Attachment "A"
("Services"). These Services shall be performed in connection with the Project.
(2) Additional services, if any, will be memorialized by an amendment to this Agreement.
(3) All reports, whether partial or complete, prepared under this Agreement, including
any original drawings or documents, whether furnished by City, its officers, agents,
employees, consultants, or contractors, or prepared by Consultant, shall be or
become the property of City, and shall be furnished to the City, prior to or at the time
such services are completed, or upon termination or expiration of Agreement.
Article 1
Compensation
Consultant shall be compensated an amount up to $1,800,001.000 ("Contract Amount") in
accordance with the Fee Schedule shown in Attachment "B". Payment shall be considered
full compensation for all labor (including all benefits, overhead and markups), materials,
supplies, and equipment necessary to complete the Services.
Consultant shall provide monthly invoices to City. Payments for services rendered shall be
made in accordance with the Texas Prompt Payment Act (Texas Government Code Ch.
2251 �
Acceptance by Consultant of said payment shall release City from all claims or liabilities
under this Agreement for anything related to, performed, or furnished in connection with the
Services for which payment is made, including any act or omission of City in connection with
such Services.
Article III
Term OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
City of Fort Worth, Texas LS DOT SMART Grant
Standard Agreement for Professional Services CPN:105688
Revision Date: March 8, 2024
Page 1 of 9
Time is of the essence. The term of this Agreement shall commence on the Effective Date and
shall continue until the expiration of the funds or completion of the subject matter pursuant to
the schedule, whichever occurs first, unless terminated in accordance with the terms of this
Agreement. Unless specifically otherwise amended, the original term shall not exceed five
years from the original effective date.
Article IV
Independent Contractor
Consultant shall operate hereunder as an independent contractor and not as an officer, agent,
servant, or employee of City. Consultant shall have exclusive control of and the exclusive right
to control the details of the work to be performed hereunder and of all persons performing
same, and shall be solely responsible for the acts and omissions of its officers, agents,
employees, contractors and subcontractors. The doctrine of respondent superior shall not
apply as between City and Consultant, its officers, agents, employees, contractors, and
subcontractors, and nothing herein shall be construed as creating a partnership orjoint venture
between City and Consultant.
Article V
Professional Competence
Work performed by Consultant shall comply in all aspects with all applicable local, state and
federal laws and with all applicable, standards, codes, rules and/or regulations promulgated
by local, state and national boards, bureaus and agencies. Approval to proceed by City of
Consultant's work or work product shall not constitute or be deemed to be a release of the
responsibility and liability of Consultant or its officers, agents, employees, contractors and
subcontractors for the accuracy and competency of its performance of the Services.
Article VI
Indemnification
CONSULTANT, A T NO COST TO THE CITY, AGREES TO INDEMNIFYAND HOLD CITY,
ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, HARMLESS AGAINSTANY
AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS AND EXPENSES OF ANY KIND,
INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS
(INCLUDING ALLEGED DAMAGE OR LOSS TO CONSULTANT'S BUSINESS AND ANY
RESULTING LOSTPROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, THAT
MAYRELATE TO, ARISE OUT OF OR BE OCCASIONED B YCONSULTANT'S BREACH
OF (i) ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT OR (ii) ANY
NEGLIGENTACT OR OMISSION OR INTENTIONAL MISCONDUCT OF CONSULTANT,
ITS OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER
THAN THE CIM OR SUBCONTRACTORS RELATED TO THE PERFORMANCE OR
City of Fort Worth, Texas LS DOT SMART Grant
Standard Agreement for Professional Services CPN:105688
Revision Date: March 8, 2024
Page 2 of 9
NON-PERFORMANCE OF THIS AGREEMENT. THIS SECTION SHALL SURVIVE ANY
TERMINATION OR EXPIRATION OF THIS AGREEMENT.
Article VII
Insurance
Consultant shall not commence work under this Agreement until it has obtained all
insurance required under Attachment D and City has approved such insurance.
Article VIII
Force Majeure
City and Consultant shall exercise their best efforts to meet their respective duties and
obligations as set forth n this Agreement, but shall not be held liable for any delay or
omission in performance due to force majeure or other causes beyond their reasonable
control, including, but not limited to: acts of the public enemy, fires, strikes, lockouts, natural
disasters, epidemics/pandemics, wars, riots, material or labor restrictions by any
governmental authority and/or any other similar causes.
Article IX
Transfer or Assignment
Consultant, its lawful successors and assigns, shall not assign, sublet or transfer any interest
in this Agreement without prior written consent of City.
Article X
Termination of Contract
(1) City may terminate this Agreement for convenience by providing written notice to
Consultant at least 30-days prior to the date of termination, unless Consultant agrees
in writing to an earlier termination date.
(2) Either City or Consultant may terminate this Agreement for cause if either party fails
to substantially perform, through no fault of the other and the nonperforming party
does not commence correction of such nonperformance within 5 days after receipt of
written notice or thereafter fails to diligently pursue the correction to completion.
(3) If City chooses to terminate this Agreement, upon receipt of notice of termination by
Consultant, Consultant shall discontinue Services on the date such termination is
effective. City shall compensate Consultant for such services rendered based upon
Article II of this Agreement and n accordance with Exhibit "B".
Article XI
Right to Audit
City of Fort Worth, Texas l6 DOT SMART Grant
Standard Agreement for Professional Services CPN:105688
Revision Date: March 8, 2024
Page 3 of 9
(1) Consultant agrees that City shall, until the expiration of three (3) years after final
payment under Agreement, have access to and the right to examine any directly
pertinent books, documents, papers and records of Consultant involving transactions
relating to Agreement. Consultant agrees that City shall have access during normal
working hours to all necessary facilities and shall be provided adequate and appropriate
workspace in order to conduct audits in compliance with the provisions of this section.
City shall give Consultant reasonable advance notice of intended audits.
(2) Consultant further agrees to include in all its subcontracts hereunder, a provision to
the effect that the subcontractor agrees that City shall, until the expiration of three (3)
years after final payment under the subcontract, have access to and the right to
examine any directly pertinent books, documents, papers and records of such
subcontractor(s), involving transactions to the subcontract, and further, that City shall
have access during normal working hours to all subcontractor facilities, and shall be
provided adequate and appropriate work space n order to conduct audits in
compliance with the provisions of this article. City shall give Consultant and any
subcontractor reasonable advance notice of intended audit.
(3) Consultant and subcontractor(s) agree to photocopy such documents as may be
requested by City. City agrees to reimburse Consultant for the cost of copies at the rate
published in the Texas Administrative Code n effect as of the time copying is performed.
Article XII
Business Equity Participation
City has goals for the full and equitable participation of minority business and/or women
business enterprises in City contracts greater than $100,000. In accordance with City's
Business Equity Ordinance No. 25165-10-2021 (as codified in Chapter 20, Article X of the
City's Code of Ordinances, as amended, and any relevant policy or guidance documents),
Consultant acknowledges the MBE and WBE goals established for this Agreement and its
execution of this Agreement is Consultant's written commitment to meet the prescribed MBE
and WBE participation goals. Any misrepresentation of facts (other than a negligent
misrepresentation) and/or the commission of fraud by Consultant may result in the termination
of this Agreement and debarment from participating in City contracts for a period of time of not
less than three (3) years.
Article XIII
Observe and Comply
Consultant shall at all times observe and comply with all federal, state, and local laws and
regulations and with all City ordinances and regulations which in any way affect Agreement
and the work hereunder, and shall observe and comply with all orders, laws ordinances and
regulations which may exist or may be enacted later by governing bodies having jurisdiction or
authority for such enactment. No plea of misunderstanding or ignorance thereof shall be
City of Fort Worth, Texas LS DOT SMART Grant
Standard Agreement for Professional Services C PN :10 5 6 8 8
Revision Date: March 8, 2024
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considered. Consultant agrees to defend, indemnify and hold harmless City and all of its
officers, agents and employees from and against all claims or liability arising out of the violation
of any such order, law, ordinance, or regulation, whether it be by itself or its employees or its
subcontractor(s).
Article XIV
Immigration Nationality Act
Consultant shall verify the identity and employment eligibility of its employees and
employees of all subcontractor(s) who perform work under Agreement, including completing
the Employment Eligibility Verification Form (1-9). Upon request by City, Consultant shall
provide City with copies of all 1-9 forms and supporting eligibility documentation for each
employee who performs work under Agreement. Consultant shall adhere to all Federal and
State laws as well as establish appropriate procedures and controls so that no services will
be performed by any Consultant employee who is not legally eligible to perform such
services. CONSULTANT SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM
ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS
PARAGRAPH BY CONSULTANT, CONSULTANT'S EMPLOYEES,
SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Consultant,
shall have the right to immediately terminate Agreement for violations of this provision by
Consultant.
Article XV
Venue and Jurisdiction
If any action, whether real or asserted, at law or n equity, arises on the basis of any provision
of Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas
or the United States District Court for the Northern District of Texas - Fort Worth Division.
Agreement shall be construed in accordance with the laws of the State of Texas.
Article XVI
Contract Construction/No Waiver
The parties acknowledge that each Party and, if it so chooses, its counsel, have reviewed
and revised Agreement and that the normal rule of contract construction, to the effect that
any ambiguities are to be resolved against the drafting party, must not be employed in the
interpretation of Agreement or any amendments or exhibits hereto.
The failure of City or Consultant to insist upon the performance of any term or provision of
this Agreement or to exercise any right granted herein shall not constitute a waiver of City's
or Consultant's respective right to insist upon appropriate performance or to assert any such
right on any future occasion.
Article XVII
City of Fort Worth, Texas l6 DOT SMART Grant
Standard Agreement for Professional Services CPN:105688
Revision Date: March $ 2024
Page 5 of 9
Severability
The provisions of Agreement are severable, and if any word, phrase, clause, sentence,
paragraph, section or other part of Agreement or the application thereof to any person or
circumstance shall ever be held by any court of competent jurisdiction to be invalid or
unconstitutional for any reason, the remainder of Agreement and the application of such
word, phrase, clause, sentence, paragraph, section, or other part of Agreement to other
persons or circumstances shall not be affected thereby and Agreement shall be construed
as if such invalid or unconstitutional portion had never been contained therein.
Article XVIII
Notices
Notices regarding Articles IX or X are to be provided to the other Party by hand -delivery or
via U.S. Postal Service certified mail return receipt requested, postage prepaid, to the
address of the other Party shown below:
City of Fort Worth Attn:
Jesica McEachern
Transportation and Public Works
100 Fort Worth Trail
Fort Worth, Texas 76102
Consultant:
TruWeather Solutions
Attn: Howard M Loonan (Chief Financial Officer)
120 Stryker Lane, Suite 104
Hillsborough, NJ 08844
All other notices may be provided as described above or via electronic means.
Article XIX
Prohibition On Contracts With Companies Boycotting Israel
Consultant, unless a sole proprietor, acknowledges that n accordance with Chapter 2271 of
the Texas Government Code, if Consultant has 10 or more full time -employees and the
contract value is $100,000 or more, the City is prohibited from entering into a contract with
a company for goods or services unless the contract contains a written verification from the
company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of
the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed
to those terms n Section 808.001 of the Texas Government Code. By signing this
contract, Consultant certifies that Consultant's signature provides written verification
City of Fort Worth, Texas l6 DOT SMART Grant
Standard Agreement for Professional Services CPN:105688
Revision Date: March $ 2024
Page 6 of 9
to the City that if Chapter 2271, Texas Government Code applies, Consultant: (1) does
not boycott Israel; and (2) will not boycott Israel during the term of the contract.
City of Fort Worth, Texas L6 DOT SMART Grant
Standard Agreement for Professional Services CPN:105688
Revision Date: March 8, 2024
Page 7 of 9
Article XX
Prohibition on Boycotting Energy Companies
Consultant acknowledges that n accordance with Chapter 2276 of the Texas Government
Code, the City is prohibited from entering into a contract for goods or services that has a
value of $100,000 or more, which will be paid wholly or partly from public funds of the City,
with a company (with 10 or more full-time employees) unless the contract contains a written
verification from the company that it: (1) does not boycott energy companies; and (2) will not
boycott energy companies during the term of the contract. The terms "boycott energy
company" and "company" have the meaning ascribed to those terms by Chapter 2276 of the
Texas Government Code. To the extent that Chapter 2276 of the Government Code is
applicable to this Agreement, by signing this Agreement, Consultant certifies that
Consultant's signature provides written verification to the City that Consultant: (1)
does not boycott energy companies; and (2) will not boycott energy companies
during the term of this Agreement.
ArticleXXl
Prohibition on Discrimination Against Firearm and Ammunition Industries
Consultant acknowledges that except as otherwise provided by Chapter 2274 of the Texas
Government Code, the City is prohibited from entering into a contract for goods or services
that has a value of $100,000 or more which will be paid wholly or partly from public funds of
the City, with a company (with 10 or more full-time employees) unless the contract contains
a written verification from the company that it: (1) does not have a practice, policy, guidance,
or directive that discriminates against a firearm entity or firearm trade association; and (2)
will not discriminate during the term of the contract against a firearm entity or firearm trade
association. The terms "discriminate," "firearm entity" and "firearm trade association" have
the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code. To
the extent that Chapter 2274 of the Government Code is applicable to this Agreement,
by signing this Agreement, Consultant certifies that Consultant's signature provides
written verification to the City that Consultant: (1) does not have a practice, policy,
guidance, or directive that discriminates against a firearm entity or firearm trade
association; and (2) will not discriminate against a firearm entity or firearm trade
association during the term of this Agreement.
Article XXII
Headings
The headings contained herein are for the convenience in reference and are not intended to
define or limit the scope of any provision of Agreement.
Article XXIII
City of Fort Worth, Texas l6 DOT SMART Grant
Standard Agreement for Professional Services CPN:105688
Revision Date: March $ 2024
Page 8 of 9
Attachments, Schedules and Counterparts
This Agreement may be executed in one or more counterparts and each counterpart shall,
for all purposes, be deemed an original, but all such counterparts shall together constitute
but one and the same instrument.
The following attachments and schedules are hereby made a part of Agreement:
Attachment A - Scope of Services
Attachment B - Compensation
Attachment C - Changes to Agreement
Attachment D - Insurance Requirements
Duly executed by each party's designated representative to be effective on the date subscribed
by the City's designated Assistant City Manager.
BY:
CITY OF FORT WORTH
Jesica McEachern
Assistant City Manager
Date: Oct 21, 2024 a94oRnnIlB
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Jannette Goodall
City Secretary
APPROVED AS TO FORM AND LEGALITY
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Douglas W Black
Sr. Assistant City Attorney
City of Fort Worth, Texas
Standard Agreement for Professional Services
Revision Date: March 8, 2024
Page g of 9
BY:
CONSULTANT
TruWeather Solutions, INC
ffllap��
Howard M. Loon an
Chief Financial Officer
Date: 10/08/2024
M&C No: 24-0656
M&C Date: 08/13/2024
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
LS DOT SMART Grant
CPN: 105688
ATTACHMENT A- SCOPE of WORK
Professional Services for
US DOT SMART Grant
City Project No. 105688
The scope set forth herein defines the work to be performed by the CONSULTANT in completing the
project. Both the CITY and CONSULTANT have attempted to clearly define the work to be performed
and address the needs of the Project.
TASK 1 Project Manaqement
CONSULTANT will serve as staff augmentation for the duration of this project for an amount not to
exceed the amount listed in Attachment B.
I. Administrative Oversight
I. CONSULTANT and the CITY will perform project management functions to oversee the
development of this project.
Deliverables/Expectations may include items such as:
• Monthly status reports to track project progress.
TASK 2 Conduct Feasibilitv Studv and Select Sensor Complement
I. CONSULTANT, and CITY, and key partners and stakeholders to conduct a feasibility study
that identifies optimal locations for both the aviation and road weather sensors.
CONSULTANT will choose a partner to provide road weather sensors and road weather
model output and may choose other city -approved partners as needed.
II. This task will be conducted within months one through three of the execution of this
agreement.
Deliverables/Expectations may include items such as:
• Anticipated deliverables for the Task include a report detailing the results of this study and
the sensor complement to be purchased and deployed.
TASK 3 Deplov Sensors and Perform Road Weather Sensor and CASA Radar Inteqration
I. CONSULTANT will work with the CITY to deploy non-invasive road and aviation weather
sensors leveraging its current weather sensor interfaces. CONSULTANT will then expand its
IoT interface platform by developing the necessary components to receive real-time weather
data from the road -weather sensors and the CASA weather radars. CONSULTANT will act
as a curator for this data, making it and products derived from the data available through
industry standard protocols to key partners.
II. This task will be conducted within months four through six of the execution of this agreement.
Deliverables/Expectations may include items such as:
• Operational sensor complement and data (road -weather and aviation -weather) ingested by
CONSULTANT'S V360 service.
City of Fort Worth, Texas l6 DOT SMART Grant
Attachment A CPN: 105688
Revision Date: July 2M
Page 1 of 3
• CONSULTANT will be responsible for the project compliant purchase of all equipment and
supplies necessary for the deployment, performance, and testing of the sensors.
TASK 4 Integrate Advanced Weather Models and Road Weather Model outputs into V360
I. CONSULTANT will augment its Street -Scale Wind Analysis and Prediction System (SWAPS)
to produce micro -scale wind information for integration with other advanced weather models
and an advanced road weather model. The commensurate model outputs will be integrated
into CONSULTANT's suite of V360 decision tools to facilitate intermodal transit planning.
II. This task will be conducted within months seven through nine of the execution of this
agreement.
Deliverables/Expectations may include items such as:
• The availability of micro -scale wind fields, aviation weather data and products, and road
weather model data in the vicinity of the Alliance Smart Port ingested by CONSULTANT's
V360 service.
TASK 5 Conduct Svstems Test and Facilitate Kev Partner Integrations
I. CONSULTANT will conduct a robust set of test cases to thoroughly verify and validate the
integration of aviation and road -weather sensors. CONSULTANT will further test to ensure
proper weather model data integration into its suite of V360 decision tools. Upon completing
successful integration testing, CONSULTANT will work with its key partners to facilitate their
integration of CONSULTANT's APIs and/or web -based service to access its data and
products.
II. This task will be conducted within months ten through twelve of the execution of this
agreement.
Deliverables/Expectations may include items such as:
• Road -weather sensor interface validation, verification of all key partner interface integrations,
and the successful validation of road -weather model data interface.
TASK 6 Evaluate Performance under Operational Scenarios
I. CONSULTANT will work with key partners to develop key measures of performance and
measures of effectiveness to quantify the benefits of intermodal transit activities. Consultant
will collect these and other metrics over a variety of operational scenarios, thus establishing
a performance baseline. Additionally, notable events resulting in a divergence from this
baseline will be captured and assessed for inclusion in the final report.
II. This task will be conducted within months thirteen through fifteen of the execution of this
agreement.
Deliverables/Expectations may include items such as:
• Performance test results performed under various weather conditions for incorporation into a
final report.
• Sharing of the data and/or equipment is to be determined in a separate agreement.
City of Fort Worth, Texas US DOT SMART Grant
Attachment A CPN: 105688
Revision Date: July 2021
Page 2 of 3
TASK 7 Create all required Reports
I. Three months have been allocated to creating a comprehensive, conclusive final report
replete with business models, performance metrics, and key insights obtained from
incorporating aviation and road -weather information into intermodal transit planning. The
expectation is to propose a feasible approach to scaling the resultant Micro -Weather Sensing
System for the Intermodal Parkway or other roadway build -out in a follow-up Phase II.
II. CONSULTANT will prepare, and may subject, all required reports as listed in the general
terms and conditions of the project.
III. This task will be conducted within months one through the end of the contract period for the
execution of this agreement.
Deliverables/Expectations may include items such as:
• All reports including but not limited to Milestone progress reports, Federal Financial
Reports, Evaluation Plan, Data Management Plan, and Program Evaluation.
• Other required reports as applicable.
TASK 8: Additional Services not included in the existina scope of services -CITY and
CONSULTANT agree that the following services are beyond the scope of services described in the
tasks above. However, CONSULTANT can provide these services, if needed, upon the CITY's
written request. Any additional amounts paid to the CONSULTANT as a result of any material
change to the scope of the Project shall be agreed upon in writing by both parties before the
services are performed. These additional services include the following:
• Negotiation of property acquisition.
• Services related to development of the CITY's project financing and/or budget.
• Construction Management and Inspection services.
• Services necessary due to the default of the contractor.
• Services related to damages caused by fire, flood, earthquake or other acts of God.
• Services related to warranty claims, enforcement and inspection after final completion.
• Services to support, prepare, document, bring, defend, or assist in litigation undertaken or
defended by the CITY.
• Performance of miscellaneous and supplemental services related to the Project as
requested by the CITY.
City of Fort Worth, Texas LS DOT SMART Grant
Attachment A CPN: 105688
Revision Date: July 2021
Page 3 of 3
ATTACHMENT B
COMPENSATION
Professional Services for
US DOT SMART Grant
City Project No. 105688
Lump Sum Project
L Compensation
A. The CONSULTANT shall be compensated a total lump sum fee of $1,800,001.00 as
summarized in Exhibit B-1 - Engineer Invoice and Section IV - Summary of Total
Project Fees. The total lump sum fee shall be considered full compensation for the
services described in Attachment A, including all labor materials, supplies, and
equipment necessary to deliver the services.
B. The CONSULTANT shall be paid monthly payments as described in Section 11- Method
of Payment.
II. Method of Payment
A. Partial payment shall be made to the CONSULTANT monthly upon City's approval of
an invoice prepared and submitted by the CONSULTANT in the format and including
content as presented in Exhibit B-1, Progress Reports as required in item III. of this
Attachment B, and Schedule as required in Attachment D to this Agreement.
B. The estimated current physical percent complete as required on the invoice shall be
calculated from the progress schedule as required in Attachment D to this Standard
Agreement and according to the current version of the City of Fort Worth's Schedule
Guidance Document.
C. The cumulative sum of such monthly partial fee payments shall not exceed the total
current project budget including all approved Amendments.
D. Each invoice shall be verified as to its accuracy and compliance with the terms of this
Agreement by an officer of the CONSULTANT.
III. Progress Reports
A. The CONSULTANT shall prepare and submit to the designated
representative of the Transportation and Public Works Department,
monthly progress reports and schedules in the format required by the
City.
City of Fort Worth, Texas LS DOT SMART Grant
Attachment B CPN: 105688
Revision Date: December 09.2022
Page 1 of 3
IV. Summary of Total Project Fees
Firm Primary Responsibility
Prime Consultant
TruWeather Solutions,
Inc
Proposed MWBE Sub -Consultants
Non-MWBE Consultants
Project Number & Name
Not Applicable
City MWBE Goal = _ %
Fee Amount
$1,800,001.00
TOTAL $ 100%
Total Fee WBE Fee WBE%
LMM
$ %
Consultant Committed Goal = %
City of Fort Worth, Texas LS DOT SMART Grant
Attachment B CPN:105688
Revision Date: December 09.2022
Page 2 of 3
EXHIBIT "B-1"
CONSULTANT INVOICE
(Supplement to Attachment B)
Insert required invoice format following this page, including negotiated total budget and allocations of
budgets across work types and work phases.
IF IF TruWeather Solutions Invoice
TruVveather
Truweather Solutions, Inc.
Solutions 2Tower Place
I. J BEYOND OADINAAY 1400 Washington Ave.
Albany, W 12222
Oty of Fort Worth, TX
mm: Keay tOrrer
Transportation and Public Works
100 Fort Wolth Trail
Fort Wrnth, Texas 76102
Date of Iiwoice: 31-01 -2024
For the Period: October 1 - 31, 2024
Due Date: 30days
Invoice#: 20241031
United stated Department of Transportation Strengthening Mobility and Revolutionizing Transportation Grant - Project No. 105688
ITEM DESCRIPTION
TOTAL CHARGES
Notes:
Payment Instructions - Please pay n USD:
ACH Transfers: JPMorgan Chase Bank, Routing Number:
021202337, Account Number: 382691506
u.s Wire Transfers: JPMorgan Chase Bank, Routing Number:
021000021,For Benefit of TruWeather Solutions Inc, Account Number:
382691506
Intl Wire Transfers: JPMorgan Chase Bank SWIFT: CHASUS33, For
Benefit of-FruWeather Solutions Inc, Account Number: 382691506
Check: 120 Stryker Ln, Ste 104, Hillsborough, NI 08844
City of Fort Worth, Texas
AttachmentB
Revision Date: December 09.2022
Page 3 of 3
QUANTITY PRICE TOTAL
IS
LS DOT SMART Grant
CPN:105688
ATTACHMENT "C"
CHANGES AND AMENDMENTS TO STANDARD AGREEMENT
As a requirement of this grant all parties will adhere to the U.S. Department of Transportation
General Terms and Conditions under the Strengthening Mobility and
Revolutionizing Transportation (SMART) Grant Program shown below.
City of Fort Worth, Texas LS DOT SMART Grant
Attachment C CPN: 105688
Revision Date: May 19, 2010
Page 1 of 1
U.S. DEPARTMENT OF TRANSPORTATION
GENERAL TERMS AND CONDITIONS UNDER THE STRENGTHENING
MOBILITY AND REVOLUTIONIZING TRANSPORTATION (SMART)
GRANT PROGRAM
Contents
U.S. DEPARTMENT OF TRANSPORTATION............................................................................. 1
GENERAL TERMS AND CONDITIONS UNDER THE STRENGTHENING MOBILITY AND
REVOLUTIONIZING TRANSPORTATION (SMART) GRANT PROGRAM ............................
1
GENERAL TERMS AND CONDITIONS.......................................................................................
4
ARTICLE7 PURPOSE.....................................................................................................................
5
ARTICLE8 USDOTROLE.............................................................................................................
6
8.1 Division ofUSDOT Responsibilities..............................................................................................
6
ARTICLE 9 RECIPIENT ROLE......................................................................................................
7
9.4 Project Delivery...............................................................................................................................
7
ARTICLE10.....................................................................................................................................
9
10.2 Federal Obligations.........................................................................................................................
9
10.3 Budget Period..................................................................................................................................
9
10.4 Period of Performance.....................................................................................................................
9
ARTICLE11...................................................................................................................................
10
11.4 Budget Changes.............................................................................................................................
10
ARTICLE 12 GENERAL REPORTING TERMS..........................................................................
12
12.2 Paperwork Reduction Act Notice..................................................................................................
12
ARTICLE13...................................................................................................................................
13
ARTICLE 14 PERFORMANCEREPORTING.............................................................................
14
14.1 Evaluation and Data Management Plan .........................................................................................
14
14.2 Implementation Report ..................................................................................................................
14
14.3 Performance Reporting Survival...................................................................................................
16
14.4 Program Evaluation.......................................................................................................................
16
ARTICLE 15 NONCOMPLIANCE AND REMEDIES.................................................................
17
15.1 Noncompliance Determinations....................................................................................................
17
15.2 Remedies.......................................................................................................................................
17
15.3 Other Oversight Entities................................................................................................................
18
ARTICLE 16 AGREEMENT TERMINATION............................................................................
19
16.1 USDOT Termination.....................................................................................................................
19
16.2 Closeout Termination....................................................................................................................
19
16.4 Non -Terminating Events...............................................................................................................
20
ARTICLE17...................................................................................................................................21
171 Recipient Monitoring and Record Retention.................................................................................
21
172 Financial Records and Audits........................................................................................................
21
ARTICLE 18 CONTRACTING AND SUBAWARDS..................................................................
23
18.1 Build America, Buy America........................................................................................................
23
18.2 Buy American Act.........................................................................................................................
25
ARTICLE19...................................................................................................................................
31
19.3 Timing ofProject Costs.................................................................................................................
31
19.6 Timing ofPayments to the Recipient............................................................................................
31
19.7 Payment Method...........................................................................................................................
32
19.8 Information Supporting Expenditures...........................................................................................
32
ARTICLE20...................................................................................................................................
33
20.1 Liquidation ofRecipient Obligations............................................................................................
33
ARTICLE 21 AGREEMENT MODIFICATIONS.........................................................................
34
21.2 Unilateral Contact Modifications..................................................................................................
34
21.3 USDOT Unilateral Modifications..................................................................................................
34
2
ARTICLE22...................................................................................................................................
35
ARTICLE23...................................................................................................................................
36
ARTICLE24...................................................................................................................................
37
24.2 Federal Law and Public Policy Requirements...............................................................................
37
24.3 Federal Freedom of Information Act.............................................................................................
37
24.5 Whistleblower Protection..............................................................................................................
37
24.6 External Award Terms and Obligations........................................................................................
37
ARTICLE 25 ASSIGNMENT........................................................................................................
39
ARTICLE26 WAIVER..................................................................................................................
40
26.1 Waivers..........................................................................................................................................
40
ARTICLE27...................................................................................................................................
41
27.2 Environmental Review..................................................................................................................
41
27.3 Railroad Coordination...................................................................................................................
42
27.4 Relocation and Real Property Acquisition.....................................................................................
42
27.5 Equipment Disposition..................................................................................................................
43
ARTICLE 28 MANDATORY AWARD INFORMATION...........................................................
44
ARTICLE 29 CONSTRUCTION AND DEFINITIONS................................................................
45
29 3 Construction..................................................................................................................................
45
29.4 Integration.....................................................................................................................................
45
ARTICLE 30 AGREEMENT EXECUTION ANDEFFECTIVE DATE.........................................46
9
GENERAL TERMS AND CONDITIONS
The Infrastructure Investment and Jobs Act (Pub. L. 117-58, November 15, 2021; also referred
to as the "Bipartisan Infrastructure Law" or "BIL") established the Strengthening Mobility and
Revolutionizing Transportation (SMART) Discretionary Grant Program (BIL Section 25005)
and appropriated additional funds to the United States Department of Transportation (the
"USDOT") under Division J, Title VIII of BIL to implement the program. The funding will be
implemented, as appropriate and consistent with law, in alignment with the priorities in
Executive Order 14052, Implementation of the Infrastructure Investment and Jobs Act (86 FR
64355). The funds are available to conduct demonstration projects focused on advanced smart
city or community technologies and systems in a variety of communities to improve
transportation efficiency and safety. The program funds projects that are focused on using
technology interventions to solve real -world challenges and build data and technology capacity
and expertise in the public sector.
The USDOT published a Notice of Funding Opportunity (the "NOFO") to solicit applications
for Federal Financial assistance for the SMART program (87 FR 58187).
These general terms and conditions are incorporated by reference in a project -specific Financial
Assistance agreement under the SMART Grants Program. Articles 1-6 are in the project -
specific portion of the agreement. The term "Recipient" is defined in the project -specific portion
of the agreement. Attachments A through D are project -specific attachments.
4
ARTICLE?
PURPOSE
71 Purpose.
The purpose ofthis award is to is to conduct demonstration projects focused on advanced
smart city or community technologies and systems in a variety of communities to
improve transportation efficiency and safety. The program funds projects that are
focused on using technology interventions to solve real -world challenges and build data
and technology capacity and expertise in the public sector. The parties will accomplish
that purpose by achieving the following objectives:
(a) timely completing the Project; and
(b) ensuring that this award does not substitute for non -Federal investment in the
Project, except as proposed in the Grant Application, as modified by Section 3.3
and Attachment B.
ARTICLE 8
USDOTROLE
8.1 Division ofUSDOT Responsibilities.
The Office ofthe Secretary of Transportation -Research and Technology (OST-R) is
ultimately responsible for the USDOT's administration ofthe SMART Grant Program.
USDOT Program Contacts.
U.S. Department of Transportation
Office ofthe Assistant Secretary for Research and Technology
1200 New Jersey Avenue, SE
Washington, DC 20590
SMART@dot.gov
ARTICLE9
RECIPIENT ROLE
9.1 Statements on the Project.
The Recipient states that:
(a) all material statements of fact in the Grant Application were accurate when that
application was submitted; and
(b) Attachment B documents all material changes in the information contained in
that application.
9.2 Statements on Authority and Capacity.
The Recipient states that:
(a) it has the authority to receive Federal Financial Assistance under this agreement;
(b) it has the legal authority to complete the Project;
(c) it has the capacity, including institutional, managerial, and financial capacity, to
comply with its obligations under this agreement;
(d) not less than the difference between the "Total Eligible Project Cost" and the
"SMART Grant Amount" listed in Section 3.3 are committed to fund the Project;
(e) the individual executing this agreement on behalf ofthe Recipient has authority to
enter this agreement and make the statements in this Article 9 and in Section 24.7
on behalf ofthe Recipient.
93 USDOT Reliance.
The Recipient acknowledges that:
(a) the USDOT relied on statements of fact in the Grant Application to select the
Project to receive this award;
(b) the US DOT relied on statements of fact in both the Grant Application and this
agreement to determine that the Recipient and the Project are eligible under the
terms of the NOFO;
(c) the US DOT relied on statements of fact in both the Grant Application and this
agreement to establish the terms ofthis agreement; and
(d) the USDOT's selection ofthe Project to receive this award prevented awards under
the NOFO to other eligible applicants.
9.4 Project Delivery.
(a) the Recipient shall complete the Project under the terms ofthis agreement.
(b) the Recipient shall ensure that the Project is financed, constructed, operated, and
maintained in accordance with all applicable Federal laws, regulations, and policies.
7
(c) the Recipient shall provide any certifications or assurances deemed necessary by the
USDOT in ensuring the Recipient's compliance with all applicable laws,
regulations, and policies.
(d) the Recipient shall provide access to records as provided at 2 CFR 200.337.
9.5 Rights and Powers Affecting the Project.
(a) The Recipient shall not take or permit any action that deprives it of any rights or
powers necessary to the Recipient's performance under this agreement without
written approval ofthe USDOT.
(b) The Recipient shall act, in a manner acceptable to the USDOT, promptly to acquire,
extinguish, or modify any outstanding rights or claims of right of others that would
interfere with the Recipient's performance under this agreement.
(c) The Recipient shall ensure that the funds provided by US DOT are not
misappropriated or misdirected to any other account, need, project, line -item, or the
like.
9.6 Notification of Changes to Key Personnel.
The Recipient shall notify all USDOT representatives who are identified in Section 4.4 in
writing within 30 calendar days of any change in key personnel who are identified in
Section 4.3
ARTICLE 10
AWARD AMOUNT, OBLIGATION, AND TIME PERIODS
10.1 Federal Award Amount The USDOT hereby awards to the Recipient the amount
listed in Section 2.3 as the SMART Grant amount.
10.2 Federal Obligations.
This agreement obligates for the Period of Performance listed in Section 2.4.
10.3 Budget Period
The Budget Period for this award begins on the date of this agreement and ends on the
budget period end date as specified in Section 2.4, which shall be no later than 1.5 years
from the date of grant execution. In this agreement, 'Budget Period" is used as defined at
2 C.F.R. 200.1.
10.4 Period of Performance.
(a) This award begins on the "Effective date" and ends on the" End date" as
specified in Section 2.4.
(b) In this agreement, "Period of Performance" is used as defined at 2 C.F.R. 200.1.
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ARTICLE 11
STATEMENT OF WORK, SCHEDULE, AND BUDGET CHANGES
11.1 Notification Requirement.
The Recipient shall notify all USDOT representatives who are identified in Section 4.4
in writing within 30 calendar days of any change in circumstances or commitments that
adversely affect the Recipient's plan to complete the Project. In that notification, the
Recipient shall describe the change and what actions the Recipient has taken or plans to
take to ensure completion ofthe Project. This notification requirement under this Section
11.1 is separate from any requirements under this Article 11 that the Recipient request
amendment of this agreement.
11.2 Statement of Work Changes.
If the Project's activities differ from the statement ofwork that is described in Section 3.1
and Attachment B, then the Recipient shall request an amendment of this agreement to
update Section 3.1.
11.3 Schedule Changes.
If one or more o fthe following conditions are satisfied, then the Recipient shall
request an amendment ofthis agreement to update the relevant dates:
(a) a substantial completion date for the Project or a component of the Project is
listed in Section 3.2 and the Recipient's estimate for that milestone changes to a
date that is more than six months after the date listed in Section 3.2; or
(b) a schedule change would require the Period o f Performance to continue after the
period ofperformance end date listed in Section 2.4.
For other schedule changes, the Recipient shall request an amendment ofthis agreement
unless the USDOT has consented, in writing consistent with applicable requirements, to
the change.
11.4 Budget Changes.
(a) The Recipient acknowledges that ifthe cost ofcompleting the Project increases:
(1) that increase does not affect the Recipient's obligation under this agreement to
complete the Project; and
(2) the USDOT will not increase the amount ofthis award to address any funding
shortfall.
(b) The Recipient shall request an amendment ofthis agreement to update Section 32
and Attachment B if, in comparing the Project's budget to the amount listed in
Section 3.2.
(1) the "Non -Federal Funds" amount decreases; or
(2) the "Total Eligible Project Cost" amount decreases.
(c) For budget changes that are not identified in Section 11.4(b), the Recipient shall
request an amendment ofthis agreement to update Section 32 and Attachment B
unless the USDOT has consented, in writing consistent with applicable
requirements, to the change.
(d) If the actual eligible project costs are less than the "Total Eligible Project Cost"
that is listed in Section 3.2, then the Recipient may propose to the USDOT, in
writing consistent with applicable requirements, specific additional activities that
are within the scope ofthis award, as defined in Sections 7.1 and 3.1, and that the
Recipient could complete with the difference between the "Total Eligible Project
Cost" that is listed in Section 3.2 and the actual eligible project costs.
(e) Ifthe actual eligible project costs are less than the "Total Eligible Project Cost"
that is listed in Section 3.2 and either the Recipient does not make a proposal
under Section 11.4(d) or the USDOT does not accept the Recipient's proposal
under Section 11.4(d), then:
(1) in a request under Section 11.4(b), the Recipient shall reduce the Federal Share
by the difference between the "Total Eligible Project Cost" that is listed in
Section 3.3 and the actual eligible project costs; and
(2) ifthat amendment reduces this award and the US DOT had reimbursed costs
exceeding the revised award, the Recipient shall request to add additional
project work that is within the scope ofthis project.
In this agreement, "Federal Share" means the sum ofthe "SMART Action Plan or
Implementation Grant Amount" and the "Other Federal Funds" amounts that are listed in
Section 3.2.
(a) The Recipient acknowledges that amounts that are required to be refunded under
Section 11.4(e)(2) constitute a debt to the Federal Government that the USDOT
may collect under 2 C.F.R. 200.346 and the Federal Claims Collection Standards
(31 C.F.R. parts 900-999).
(b) The Recipient shall ensure compliance with Federal regulations requiring conduct
o f a Federally approved audit o f any expenditure o f funds o f $750,000 or more in
a year in Federal awards.
11.5 USDOT Acceptance of Changes.
The USDOT may accept or reject amendments requested under this Article 11, and in
doing so may elect to consider only the interests ofthe SMART grant program and the
USDOT. The Recipient acknowledges that requesting an amendment under this Article
11 does not amend, modify, or supplement this agreement unless the USDOT accepts
that amendment request and the parties modify this agreement under Section 21.1.
ARTICLE 12
GENERAL REPORTING TERMS
12.1 Report Submission.
The Recipient shall send all reports required by this agreement in accordance with the
instructions provided in the SMART Reporting Requirements Checklist.
12.2 Paperwork Reduction Act Notice.
Under 5 C.F.R. 1320.6, the Recipient is not required to respond to a collection of
information that does not display a currently valid control number issued by the Office of
Management and Budget (the "OMB"). Collections of information conducted under this
agreement are approved under OMB Control No. 2105-0520.
ARTICLE 13
PROGRESS AND FINANCIAL REPORTING
13.1 Quarterly Program Performance Reports.
The recipient shall submit to USDOT Quarterly Project Progress Reports in the
format and with the content described in Exhibit-C. Due dates for reporting periods
are 3/31, 6/30, 9/30, or 12/31, regardless ofbudget period start dates. Recipients shall
submit quarterly reports are no later than 30 days after the end ofthe reporting period.
Annual reports are due no later than 90 days after the end of the reporting period.
13.2 Quarterly Financial Status.
Recipient shall submit a Federal Financial Report using SF- 425 in accordance with
specified due dates.
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ARTICLE 14
PERFORMANCE REPORTING
14.1 Evaluation and Data Management Plans
The Recipient shall submit to the USDOT, not later than 90 days after receiving the grant
award, a report that provides an overview of how the project will be evaluated
(`Evaluation Plan') and a report that describes how the data collected will be managed
and stored (`Data management Plan') including:
(a) an overview of how the proof -of -concept or prototype will be evaluated and how
the data collected will be managed and stored;
(b) a description of the anticipated impact areas (i.e. goals) of the project if
implemented at scale and the methods that will be used to estimate the anticipated
benefits and costs associated with implementation;
(c) robust performance metrics and measurable targets based on the project goals to
inform whether the proof -of -concept or prototype meets expectations and whether
full implementation would meet program goals; and
(d) the baseline data for each performance measure that is identified in the
Performance Measure Table in Attachment A, accurate as of the Baseline
Measurement Date that is identified in Attachment A and a detailed description of
the data sources, assumptions, variability, and estimated levels of precision for
each performance measure that is identified in the Performance Measure Table in
Attachment A.
Guidance on the preparation and submission of each of these reports is available on the SMART
Grants website under `Resources for all Grantees'.
14.2 Implementation Report
The Recipient shall submit to the USDOT, not later than 1 year after receiving the grant
award, a report that describes, consistent with section 25005(f) of BIL:
(a) the deployment and operational costs of the project, as compared to the benefits
and savings from the project;
(b) the means by which the project has met the original expectation, as projected in
the SMART grant application, including data describing the means by which the
project met the specific goals for the project;
(c) lessons learned and recommendations for future deployment strategies to optimize
transportation efficiency and multimodal system performance; and
(d) a description of the requirements for a successful at -scale deployment, an
assessment of the feasibility of at -scale implementation, and an analysis of the
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success, challenges, and validity of the initial approach.
(e) the performance measurement data for each performance measure that is
identified in the Performance Measure Table in Attachment A.
This is known as the Draft Implementation Report. A final version o f this report is due at the end o f
the Period of Performance.
14.3 Performance Reporting Survival.
The data collection and reporting requirements in this Article 14 survive the termination
of this agreement which is three years post period o fperformance.
14.4 Program Evaluation.
As a condition of grant award, the recipient may be required to participate in an
evaluation undertaken by USDOT, or another agency or partner. The evaluation may
take different forms such as an implementation assessment across Grant recipients, an
impact and/or outcomes analysis of all or selected sites within or across grant recipients,
or a benefit/cost analysis or assessment o freturn on investment. The Department may
require applicants to collect data elements to aid the evaluation. As a part of the
evaluation, as a condition of award, grant recipients must agree to: (1) make records
available to the evaluation contractor or USDOT staff; (2) provide access to program
records, and any other relevant documents to calculate costs and benefits; (3) in the case
of an impact analysis, facilitate the access to relevant information as requested; and (4)
follow evaluation procedures as specified by the evaluation contractor or USDOT staff.
ARTICLE 15
NONCOMPLIANCE AND REMEDIES
15.1 Noncompliance Determinations.
(a) If the USDOT determines that the Recipient may have failed to comply with the
United States Constitution, Federal law, or any of the Terms and Conditions of
this agreement, the USDOT may notify the Recipient of a proposed
determination of noncompliance. For the notice to be effective, it must be written
and the US DOT must include an explanation o f the nature of the
noncompliance, describe a remedy, state whether that remedy is proposed or
effective at an already determined date, and describe the process through and
form in which the Recipient may respond to the notice.
(b) I f the US DOT notifies the Recipient o f a proposed determination o f
noncompliance under Section 15.1(a), the Recipient may, not later than 7 calendar
days after the notice, respond to that notice in the form and through the process
described in that notice. In its response, the Recipient may:
(1) accept the remedy;
(2) acknowledge the noncompliance, but propose an alternative remedy; or
(3) dispute the noncompliance.
To dispute the noncompliance, the Recipient must include in its response documentation
or other information supporting the Recipient's compliance.
(c) The USDOT may make a final determination ofnoncompliance only:
(1) after considering the Recipient's response under Section 15.1(b); or
(2) ifthe Recipient fails to respond under Section 15.1(b), after the time for that
response has passed.
(d) To make a final determination of noncompliance, the USDOT must provide a
notice to the Recipient that states the bases for that determination.
15.2 Remedies.
(a) Ifthe USDOT makes a final determination ofnoncompliance under Section
15.1(d), the USDOT may impose a remedy, including:
(1) additional conditions on the award;
(2) any remedy permitted under 2 C.F.R. 200.339-200.340, including
withholding ofpayments; disallowance ofpreviously reimbursed costs,
requiring refunds from the Recipient to USDOT; suspension or termination of
the award; or suspension and disbarment under 2 C.F.R. part 180; or
(3) any other remedy legally available.
(b) To impose a remedy, the USDOT must provide a written notice to the Recipient that
describes the remedy, but the USDOT may make the remedy effective before the
Recipient receives that notice.
(c) If the USDOT determines that it is in the public interest, the USDOT may impose a
remedy, including all remedies described in section 15.2(a), before making a final
determination ofnoncompliance under section 15.1(d). Ifit does so, then the notice
provided under section 15.1(d) must also state whether the remedy imposed will
continue, be rescinded, or modified.
(d) In imposing a remedy under this Section 15.2 or making a public interest
determination under Section 15.2(c), the USDOT may elect to consider the interests
of only the USDOT.
(e) The Recipient acknowledges that amounts that the USDOT requires the Recipient to
refund to the USDOT due to a remedy under this Section 15.2 constitute a debt to the
Federal Government that the USDOT may collect under 2 C.F.R. 200.346 and the
Federal Claims Collection Standards (31 C.F.R. parts 900-999).
15.3 Other Oversight Entities.
Nothing in this Article 15 limits any party's authority to report activity under this
agreement to the United States Department of Transportation Inspector General or other
appropriate oversight entities.
ARTICLE 16
AGREEMENT TERMINATION
16.1 USDOT Termination.
(a) The USDOT may terminate this agreement and all of its obligations under this
agreement if any of the following occurs:
(1) the Recipient fails to obtain or provide any non -SMART Grant contribution
(all eligible project costs other than the SMART Grant Amount, as described
in Section 3.2 table (a) ofthe grant agreement) or alternatives approved by the
USDOT as provided in this agreement and consistent with Article 3;
(2) a construction start date for the Project or Strategy is listed in Section 3.2 and
the Recipient fails to meet that milestone by six months after the date listed in
Section 3.2;
(3) a substantial completion date for the Project or Strategy is listed in Section 3.2
and the Recipient fails to meet that milestone by six months after the date
listed in Section 3.2;
(4) the Recipient fails to comply with the Terms and Conditions o fthis agreement,
including a material failure to comply with the schedule in Section 3.2 even if
it is beyond the reasonable control of the Recipient; or,
(5) the USDOT determines that termination ofthis agreement is in the public
interest.
(6) the Recipient fails to expend the funds within 2 years after the date on which
the government executes the grant agreement, which is the date funds are
provided for the project.
(b) In terminating this agreement under this section, the USDOT may elect to
consider only the interests of the USDOT.
(c) This Section 16.1 does not limit the USDOT' s ability to terminate this agreement
as a remedy under Section 15.2.
(d) The Recipient may request that the USDOT terminate the agreement under this
Section 16.1.
16.2 Closeout Termination.
(a) This agreement terminates on Project Closeout.
(b) In this agreement, "Project Closeout" means the date that the USDOT notifies
the Recipient that the award is closed out. Under 2 C.F.R. 200.344, Project
Closeout should occur no later than one year after the end o f the Period of
Performance.
16.3 Post -Termination Adjustments.
The Recipient acknowledges that under 2 C.F.R. 200.345-200.346, termination ofthe
agreement does not extinguish the USDOT' s authority to disallow costs, including
costs that USDOT reimbursed before termination, and recover funds from the
Recipient.
16.4 Non -Terminating Events.
(a) The end o f the Period of Performance described under Section 10.4 does not
terminate this agreement or the Recipient's obligations under this agreement.
(b) The liquidation of funds under Section 20.1 does not terminate this agreement or
the Recipient's obligations under this agreement.
16.5 Other Remedies.
The termination authority under this Article 16 supplements and does not limit the
USDOT' s remedial authority under Article 15 or 2 C.F .R part 200, including 2 C.F .R
200.339-200.340.
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ARTICLE 17
MONITORING, FINANCIAL MANAGEMENT, CONTROLS, AND RECORDS
17.1 Recipient Monitoring and Record Retention.
(a) The Recipient shall monitor activities under this award, including activities under
subawards and contracts, to ensure:
(1) that those activities comply with this agreement; and
(2) that funds provided under this award are not expended on costs that are not
allowable under this award or not allocable to this award.
(b) Ifthe Recipient makes a subaward under this award, the Recipient shall monitor
the activities of the subrecipient in compliance with 2 C.F.R. 200.332(d).
(c) The Recipient shall retain records relevant to the award as required under 2 C.F .R
200.334.
17 2 Financial Records and Audits.
(a) The Recipient shall keep all project accounts and records that fully disclose the
amount and disposition by the Recipient ofthe award funds, the total cost of the
Project, and the amount or nature of that portion of the cost ofthe Project supplied
by other sources, and any other financial records related to the project.
(b) The Recipient shall keep accounts and records described under Section 17.2(a) in
accordance with a financial management system that meets the requirements o f 2
C.F.R. 200.301-200.303, 2 C.F.R. part 200, subpart F, and title 23, United States
Code, and will facilitate an effective audit in accordance with 31 U.S.C. 7501-
7506.
(c) The Recipient shall separately identify expenditures under the SMART
program, a grants program in financial records required for audits under 31
U.S.C. 7501-7506. Specifically, the Recipient shall:
(1) list expenditures under that program separately on the schedule of
expenditures of Federal awards required under 2 C.F.R. part 200, subpart
F, including "DOT SMART" in the program name; and
(2) list expenditures under that program on a separate row under Part II, Item
1 ("Federal Awards Expended During Fiscal Period") of Form SF -SAC,
including "DOT SMART" in column c ("Additional Award
Identification").
17.3 Internal Controls.
The Recipient shall establish and maintain internal controls as required under 2
C.F.R. 200.303.
17.4 USDOT Record Access.
The USDOT may access Recipient records related to this award under 2 C.F.R. 200.337.
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ARTICLE 18
CONTRACTING AND SUBAWARDS
For domestic sourcing compliance purposes and to ensure proper procurement, recipients shall
coordinate with the SMART Program office to identify if their project is considered an
Infrastructure project. IfUSDOT determines that aproject is a "project for infrastructure," the
recipient will comply with Build America Buy America requirements. 1fUSDOT determines that
a project is not a "project for infrastructure," the recipient will comply with Buy American Act
requirements. The Recipient may participate in planning activities before project identification,
as long as it does not include the purchasing ofphysical materials or a commitment to do so.
18.1 Build America, Buy America.
This award term implements§ 70914(a) ofthe Build America, Buy America Act, Pub. L. No.
117-58, div. G, tit. IX, subtit. A, 135 Stat. 429, 1294 (2021) and Office of Management and
Budget (OMB) Memorandum M-22-11, "Initial Implementation Guidance on Application of
Buy America Preference in Federal Financial Assistance Programs for Infrastructure."
For BABA compliance purposes and to ensure proper procurement, recipients shall coordinate
with the SMART Program office to identify if their project is considered an Infrastructure
project. IfUSDOT determines that a project is a "project for infrastructure," the recipient will
comply with Build America Buy America requirements. 1fUSDOT determines that a project is
not a "project for infrastructure," the recipient will comply with Buy American Act requirements.
The Recipient may participate in planning activities before project identification, as long as it
does not include the purchasing ofphysical materials or a commitment to do so.
Requirement to Use Iron, Steel, Manufactured Products, and Construction Materials Produced
in the United States.
The Recipient shall not use funds provided under this award for a project for infrastructure
unless:
(a) all iron and steel used in the project are produced in the United States -this
means all manufacturing processes, from the initial melting stage through the
application of coatings, occurred in the United States;
(b) all manufactured products used in the project are produced in the United S t at e s -
this means the manufactured product was manufactured in the United States; and
the cost o f the components o f the manufactured product that are mined, produced,
or manufactured in the United States is greater than 55 percent of the total cost of
all components of the manufactured product; and
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(c) all construction materials are manufactured in the United States -this means that
all manufacturing processes for the construction material occurred in the United
States.
Inapplicability.
The domestic content procurement preference in this award term only applies to articles,
materials, and supplies that are consumed in, incorporated into, or affixed to an infrastructure
project. As such, it does not apply to tools, equipment, and supplies, such as temporary
scaffolding, brought to the construction site and removed at or before the completion of the
infrastructure project. Nor does a Buy America preference apply to equipment and furnishings,
such as movable chairs, desks, and portable computer equipment, that are used at or within the
finished infrastructure project but are not an integral part of the structure or permanently affixed
to the infrastructure project.
Waivers.
When necessary, the Recipient may apply for, and the USDOT may grant, a waiver from the
domestic content procurement preference in this award term.
A request to waive the application ofthe domestic content procurement preference must be in
writing. The USDOT will provide instructions on the waiver process and on the format, contents,
and supporting materials required for any waiver request. Waiver requests are subject to public
comment periods o fno less than 15 days and must be reviewed by the Office of Management
and Budget (OMB) Made in America Office.
When the USDOT has made a determination that one ofthe following exceptions applies, the
awarding official may waive the application ofthe domestic content procurement preference in
any case in which the USDOT determines that:
(a) applying the domestic content procurement preference would be inconsistent with
the public interest;
(b) the types of iron, steel, manufactured products, or construction materials are not
produced in the United States in sufficient and reasonably available quantities or
of satisfactory quality; or
(c) the inclusion of iron, steel, manufactured products, or construction materials
produced in the United States will increase the cost ofthe overall project by more
than 25 percent.
There may be instances where an award qualifies, in whole or in part, for an existing waiver
described at https ://www.transportation.gov/office-policv/transportation-policy/made-in-america.
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Definitions
"Construction materials" includes an article, material, or supply ---other than an item ofprimarily
iron or steel; a manufactured product; cement and cementitious materials; aggregates such as
stone, sand, or gravel; or aggregate binding agents or additives -that is or consists primarily of
• non-ferrous metals;
• plastic and polymer -based products (including polyvinylchloride, composite building
materials, and polymers used in fiber optic cables);
• glass (including optic glass);
• lumber; or
• drywall.
"Domestic content procurement preference" means all iron and steel used in the project are
produced in the United States; the manufactured products used in the project are produced in the
United States; or the construction materials used in the project are produced in the United States.
"Primarily iron or steel" means that the cost of the iron and steel content in the article, material,
or supply exceeds 50 percent of the total cost of all its components. The cost of iron and steel is
the cost of the iron or steel mill products (such as bar, billet, slab, wire, plate, or sheet), castings,
or forgings utilized in the manufacture o f the product and a good faith estimate o f the cost of iron
or steel components. The origin of the elements of the iron or steel is not relevant to the
determination of whether it is domestic or foreign.
"Project" means the construction, alteration, maintenance, or repair of infrastructure in the
United States.
(a) Construction materials used in the Project are subject to the domestic preference
requirement at § 70914 of the Build America, Buy America Act, Pub. L. No. 117-
58, div. G, tit. IX, subtit. A, 135 Stat. 429, 1294 (2021), as implemented by OMB,
USDOT, and FHWA. The Recipient acknowledges that this agreement is neither
a waiver of§ 70914(a) nor a finding under§ 70914(b).
(b) Under 2 C.F.R. 200.322, as appropriate and to the extent consistent with law, the
Recipient should, to the greatest extent practicable under this award, provide a
preference for the purchase, acquisition, or use of goods, products, or materials
produced in the United States. The Recipient shall include the requirements of 2
C.F.R. 200.322 in all subawards including all contracts and purchase orders for
work or products under this award.
18.2 Buy American Act
The Recipient shall apply, comply with, and implement all provisions ofthe Buy American Act,
41 U.S.C. §§ 8301-8305.
For the purpose ofArticle 18 ofthis agreement, the Project is deemed apublic work ofthe
Federal Government under 41 U.S.C. § 8301.
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Article 18 implements 41 U.S.C. §§ 8301-8305, the Buy American Act, by providing a
preference for domestic construction material.
The Recipient shall not use foreign construction materials in performing this agreement, except
that:
(a) the Recipient may use a commercially available off -the -shelf item under 41
U.S.C. § 1907 regardless of its components ifthe item is manufactured in the
United States;
(b) the Recipient may use information technology that is a commercial item;
(c) the Recipient may use foreign construction materials that are listed at 48 CF'.R
25.104; and
(d) the Recipient may use foreign construction materials ifthe USDOT has
authorized their use under subsection (d) of Article 18.
If the Recipient uses foreign construction material in violation o f Article 18, the USDOT may
disallow and deny reimbursement of costs incurred by the Recipient and take other remedial
actions under Article 15 and 2 C.F.R. 200.339.
The USDOT may authorize the Recipient to use foreign construction material, by modifying this
agreement under Section 21.1, ifthe US DOT determines that:
(a) applying the Buy American statute to the construction material would be
impracticable or inconsistent with the public interest;
(b) the construction material is not mined, produced, or manufactured in the United
States in sufficient and reasonably available commercial quantities of a
satisfactory quality; or
(c) the cost of domestic construction material is unreasonable. To determine if a cost
is unreasonable, the USDOT will follow processes described in 48 C.F.R.
25.106.
The Recipient may request that the USDOT authorize the Recipient to use foreign construction
material under subsection (d) ofArticle 18. If the Recipient makes a request under this
subsection (e), the Recipient shall provide adequate information for the USDOT to evaluate the
request, including:
(a) a description ofthe foreign and domestic construction materials,
(b) unit o f measure;
(C) quantity;
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(d) price, including all delivery costs to the construction site and any applicable duty
(whether or not a duty-free certificate may be issued),
(e) time of delivery or availability,
(f) location ofthe construction project,
(g) name and address ofthe proposed supplier,
(h) a detailed justification o f the reason for use of foreign construction materials
identifying the specific basis for an exception under subsection (d) ofthis term,
(i) if the Recipient requests authorization under subsection (d)(3) of Article 18, a
reasonable survey of the market and a full price comparison measuring the
relative costs ofthe available domestic and foreign construction materials; and
G) ifthe Recipient submits the request after contract award, an explanation why the
Recipient could not have, before contract award:
(1) reasonably foreseen the need for the determination and
(2) requested the determination.
The Recipient acknowledges that:
(a) this agreement is not a Government procurement contract;
(b) acquisitions of supplies, services, or construction materials by the Recipient under
this agreement are not acquisitions by the Government; and
(c) the Free Trade Agreement exceptions to the Buy American Act as provided by 48
C.F.R. Part 25, Subpart 25.4 are inapplicable to this agreement.
In Article 18, the following definitions apply: "commercially available off -the -shelf (COTS)
item"
(a) means any item of supply (including construction material) that is:
(1) a commercial item as defined by 48 C.F.R. § 2.101;
(2) sold in substantial quantities in the commercial marketplace; and
(3) offered to the Government, under an agreement, without modification, in the
same form in which it is sold in the commercial marketplace; and
(b) does not include bulk cargo, as defined in 46 U.S.C. § 40102(4), such as
agricultural products and petroleum products. "construction material' means an
article, material, or supply brought to the construction site by the Recipient for
incorporation into the building or work. The term also includes an item brought to
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the site preassembled from articles, materials, or supplies. However, emergency
life safety systems, such as emergency lighting, fire alarm, and audio evacuation
systems, that are discrete systems incorporated into a public building or work and
that are produced as complete systems, are evaluated as a single and distinct
construction material regardless of when or how the individual parts or
components of those systems are delivered to the construction site.
"cost o f components" m e an s-
(a) For components purchased by the Recipient, the acquisition cost, including
transportation costs to the place of incorporation into the construction material
(whether or not such costs are paid to a domestic firm), and any applicable duty
(whether or not a duty-free entry certificate is issued); or
(b) For components manufactured by the Recipient, all costs associated with the
manufacture ofthe component, including transportation costs as described in
paragraph (1) of this definition, plus allocable overhead costs, but excluding
profit. Cost of components does not include any costs associated with the
manufacture of the construction material.
"domestic construction material" me an s-
(a) For construction material that does not consist wholly or predominantly o f iron or
steel or a combination o fb o t h -
(I) An unmanufactured construction material mined or produced in the United
States; or
(2) A construction material manufactured in the United States, if:
(i) the cost of its components mined, produced, or manufactured in the United
States exceeds 60 percent of the cost of all its components, except that the
percentage will be 65 percent for items delivered in calendar years 2024
through 2028 and 75 percent for items delivered in calendar year 2029 or
later. Components of foreign origin of the same class or kind for which
nonavailability determinations have been made are treated as domestic;
or
(ii) the construction material is a COTS item manufactured in the United
States; or
(b) For construction material that consists wholly or predominantly of iron or steel or
a combination ofboth, a construction material manufactured in the United States
i f the cost o f foreign iron and steel constitutes less than 5 percent o fthe cost o f all
the components used in such construction material. The cost of foreign iron and
steel includes but is not limited to the cost of foreign iron or steel mill products
(such as bar, billet, slab, wire, plate, or sheet), castings, or forgings utilized in the
manufacture of the construction material and a good faith estimate of the cost of
all foreign iron or steel components excluding COTS fasteners. Iron or steel
components ofunknown origin are treated as foreign. Ifthe construction material
contains multiple components, the cost of all the materials used in such
construction material is calculated in accordance with the definition of "cost of
components" in this term.
"foreign construction material" means a construction material other than a domestic construction
material.
"predominantly of iron or steel or a combination of both" means that the cost o f the iron and
steel content exceeds 50 percent o fthe total cost of all its components. The cost of iron and steel
is the cost of the iron or steel mill products (such as bar, billet, slab, wire, plate, or sheet),
castings, or forgings utilized in the manufacture ofthe product and a good faith estimate ofthe
cost of iron or steel components excluding COTS fasteners.
"United States" means the 50 States, the District of Columbia, and outlying areas.
18.3 Small and Disadvantaged Business Requirements.
The Recipient shall expend all funds under this award in compliance with the
requirements at 2 C.F.R. 200.321 ("Contracting with small and minority businesses,
women's business enterprises, and labor surplus area firms").
18.4 Engineering and Design Services.
The Recipient shall award each contract or sub- contract for program management,
construction management, planning studies, feasibility studies, architectural services,
preliminary engineering, design, engineering, surveying, mapping, or related services
with respect to the project in the same manner that a contract for architectural and
engineering services is negotiated under 2 CFR 200.320or an equivalent qualifications -
based requirement prescribed for or by the Recipient.
18.5 Foreign Market Restrictions.
The Recipient shall not allow funds provided under this award to be used to fund the use
of any product or service of a foreign country during the period in which such foreign
country is listed by the United States Trade Representative as denying fair and equitable
market opportunities for products and suppliers ofthe United States in procurement and
construction.
18.6 Prohibition on Certain Telecommunications and Video Surveillance Services or
Equipment.
The Recipient acknowledges that Section 889 of Pub. L. No. 115-232, 2
C.F.R. 200.216 and 2 C.F.R. 200.471 prohibit the Recipient and all subrecipients from
procuring or obtaining certain telecommunications and video surveillance services or
equipment under this award.
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18.7 Recipient Responsibilities for Subawards.
If the Recipient makes a subaward under this award, the Recipient shall comply with
the requirements on pass -through entities under 2 C.F.R. parts 200 and 1201, including
2 C.F.R. 200.331-200.333.
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ARTICLE 19
COSTS, PAYMENTS, AND UNEXPENDED FUNDS
19.1 Limitation of Federal Award Amount.
Under this award, the USDOT shall not _Rrovide funding greater than the amount
obligated on the SMART Grant cover page, Item 11, Federal Funds Obligated. The
Recipient acknowledges that USDOT is not liable for payments exceeding that amount,
and the Recipient shall not request reimbursement of costs exceeding that amount.
19.2 Projects Costs.
This award is subject to the cost principles at 2 C.F.R. part 200 subpart E, including
provisions on determining allocable costs and determining allowable costs.
19.3 Timing of Project Costs.
(a) The Recipient shall not charge to this award costs that are incurred after the
period ofperformance.
(b) The Recipient shall not charge to this award costs that were incurred before the
effective date of award of this agreement,
19.4 Recipient Recovery of Federal Funds.
The Recipient shall make all reasonable efforts, including initiating litigation, if
necessary, to recover Federal funds if the USDOT determines, after consultation with the
Recipient, that those funds have been spent fraudulently, wastefully, or in violation of
Federal laws, or misused in any manner under this award. The Recipient shall not enter a
settlement or other final position, in court or otherwise, involving the recovery of funds
under the award unless approved in advance in writing by the USDOT.
19.5 Unexpended Federal Funds.
Any Federal funds that are awarded at Section 10.1 but not expended on allocable,
allowable costs remain the property of the United States.
19.6 Timing of Payments to the Recipient.
(a) When reimbursement is used, the Recipient shall not request reimbursement of a
cost before the Recipient has entered an obligation for that cost.
(b) Pursuant to 2 CFR 200.305, advance payments to Recipient must be limited to the
minimum amounts needed and be timed to be in accordance with the actual,
immediate cash requirements of the Recipient in carrying out the purpose of the
approved program or project. The timing and amount of advance payments must
be as close as is administratively feasible to the actual disbursements by the
Recipient for direct program or project costs and the proportionate share of any
allowable indirect costs. The Recipient must make timely payment to contractors
in accordance with the contract provisions.
19.7 Payment Method.
(a) Ifthe USDOT Payment System identified in Section 5.2 is "DELPHI elnvoicing," then the
Recipient shall use the DELPHI elnvoicing System to request reimbursement or advance
payment under this award unless the USDOT agreement officer provides written approval
for the Recipient to use a different request and payment method.
(b) The US DOT may deny a payment request that is not submitted using the method identified
in Section 5.2.
19.8 Information Supporting Expenditures.
(a) Ifthe USDOT Payment System identified in Section 5.2 is "DELPHI einvoicing,"
then when requesting reimbursement of costs incurred or credit for cost share
incurred, the Recipient shall electronically submit the SF-270 (Outlay Report and
Request for Advance or Reimbursement for Non -Construction Program) or the
SF-271 (Outlay Report and Request for Advance or Reimbursement for Non -
Construction Program) to identify the Federal share and the Recipient's share of
costs, and shall submit supporting cost detail to clearly document all costs
incurred. As supporting cost detail, the Recipient shall include a detailed
breakout of all costs incurred, including direct labor, indirect costs, other direct
costs, travel, etc.
(b) If the Recipient submits a request for reimbursement that the US DOT determines
does not include or is not supported by sufficient detail, the USDOT may deny the
request or withhold processing the request until the Recipient provides sufficient
detail.
19.9 Reimbursement Frequency.
If the USDOT Payment System identified in Section 5.2 is "DELPHI einvoicing," then
the Recipient shall not request reimbursement more frequently than monthly.
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ARTICLE20
LIQUIDATION, ADJUSTMENTS, AND FUNDS AVAILABILITY
20.1 Liquidation of Recipient Obligations.
(a) The Recipient shall liquidate all obligations of award funds under this agreement
not later than 120 days after the end of the Period of Performance.
(b) Liquidation of obligations and adjustment of costs under this agreement follow
the requirements o f2 C.F.R. 200.344--200.346.
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ARTICLE 21
AGREEMENT MODIFICATIONS
21.1 Bilateral Modifications.
The parties may amend, modify, or supplement this agreement by mutual agreement in
writing signed by the USDOT and the Recipient. Either parry may request to amend,
modify, or supplement this agreement by written notice to the other party.
21.2 Unilateral Contact Modifications.
(a) The USDOT may update the contacts who are listed in Sections 4.4 by written
notice to all of the Recipient contacts who are listed in Section 4.3.
21.3 USDOT Unilateral Modifications.
(a) The USDOT may unilaterally modify this agreement to comply with Federal law,
including the Program Statute.
(b) To unilaterally modify this agreement under this Section 21.3(a), the USDOT
must provide a notice to the Recipient that includes a description of the
modification and state the date that the modification is effective.
21.4 Other Modifications.
The parties shall not amend, modify, or supplement this agreement except as permitted
under Sections 21.1, 21.2, or 21.3. If an amendment, modification, or supplement is not
permitted under Section 21.1, not permitted under Section 21.2, and not permitted under
Section 21.3, it is void.
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ARTICLE22
CLIMATE CHANGE AND ENVIRONMENTAL JUSTICE
22.1 Climate Change and Environmental Justice.
Consistent with Executive Order 14008, "Tackling the Climate Crisis at Home and
Abroad" (Jan. 27, 2021), Attachment C documents the consideration of climate change
and environmental justice impacts ofthe Project.
ARTICLE23
RACIAL EQUITY AND BARRIERS TO OPPORTUNITY
23.1 Racial Equity and Barriers to Opportunity.
Consistent with Executive Order 13985, "Advancing Racial Equity and Support for
Underserved Communities Through the Federal Government" (Jan. 20, 2021),
Attachment D documents activities related to the Project to improve racial equity and
reduce barriers to opportunity.
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ARTICLE24
FEDERAL FINANCIAL ASSISTANCE, ADMINISTRATIVE, AND NATIONAL
POLICY REQUIREMENTS
24.1 Uniform Administrative Requirements for Federal Awards.
The Recipient shall comply with the obligations on non -Federal entities under 2 C.F.R.
parts 200 and 1201.
24.2 Federal Law and Public Policy Requirements.
(a) The Recipient shall ensure that Federal funding is expended in full accordance
with the United States Constitution, Federal law, and statutory and public policy
requirements: including but not limited to, those protecting free speech, religious
liberty, public welfare, the environment, and prohibiting discrimination.
(b) The failure of this agreement to expressly identify Federal law applicable to the
Recipient or activities under this agreement does not make that law inapplicable.
24.3 Federal Freedom of Information Act.
(a) The USDOT is subject to the Freedom oflnformation Act, 5 U.S.C. 552.
(b) The Recipient acknowledges that the Technical Application and materials
submitted to the USDOT by the Recipient related to this agreement may become
USDOT records subject to public release under 5 U.S.C. 552.
24.4 History of Performance.
Under 2 C.F.R 200.206, any Federal awarding agency may consider the Recipient's
performance under this agreement when evaluating the risks o f making a future Federal
financial assistance award to the Recipient.
24.5 Whistleblower Protection.
(a) The Recipient acknowledges that it is a "grantee" within the scope of41 U.S.C.
4712, which prohibits the Recipient from taking certain actions against an
employee for certain disclosures of information that the employee reasonably
believes are evidence of gross mismanagement of this award, gross waste of
Federal funds, or a violation of Federal law related this this award.
(b) The Recipient shall inform its employees in writing ofthe rights and remedies
provided under 41 U.S.C. 4712, in the predominant native language of the
workforce.
24.6 External Award Terms and Obligations.
(a) In addition to this document and the contents described in Article 29,
this agreement includes the following additional terms as integral parts:
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(1) Appendix A to 2 C.F.R. part 25: System for Award Management and
Universal Identifier Requirements;
(2) Appendix A to 2 C.F.R. part 170: Reporting Subawards and Executive
Compensation;
(3) 2 C.F.R 175.15(b): Trafficking in Persons; and
(4) Appendix XII to 2 C.F.R. part 200: Award Term and Condition for Recipient
Integrity and Performance Matters.
(b) The Recipient shall comply with:
(1) 49 C.F.R. part 20: New Restrictions on Lobbying;
(2) 49 C.F.R. part 21: Nondiscrimination in Federally -Assisted Programs ofthe
Department of Transportation -Effectuation of Title VI of the Civil Rights
Act of 1964;
(3) 49 C.F.R. part 27: Nondiscrimination on the Basis of Disability in Programs
or Activities Receiving Federal Financial Assistance; and
(4) Subpart B of49 C.F.R. part 32: Governmentwide Requirements for Drug -free
Workplace (Financial Assistance).
24.7 Incorporated Certifications.
The Recipient makes the statements in the following certifications, which are
incorporated by reference:
(a) Appendix A to 49 CFR part 20 (Certification Regarding Lobbying).
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ARTICLE25
ASSIGNMENT
25.1 Assignment Prohibited.
The Recipient shall not transfer to any other entity any discretion granted under this
agreement, any right to satisfy a condition under this agreement, any remedy under this
agreement, or any obligation imposed under this agreement.
ARTICLE26
WAIVER
26.1 Waivers.
(a) A waiver granted by USDOT under this agreement will not be effective unless it
is in writing and signed by an authorized representative ofUSDOT.
(b) A waiver granted by USDOT under this agreement on one occasion will not
operate as a waiver on other occasions.
(c) IfUSDOT fails to require strict performance ofaprovision of this agreement,
fails to exercise a remedy for a breach of this agreement, or fails to reject a
payment during abreach of this agreement, that failure does not constitute a
waiver of that provision or breach.
ARTICLE27
ADDITIONAL TERMS AND CONDITIONS
27.1 Disclaimer of Federal Liability.
The USDOT shall not be responsible or liable for any damage to property or any injury
to persons that may arise from, or be incident to, performance or compliance with this
agreement.
272 Environmental Review
(a) In this section, "Environmental Review Entity" means:
(1) ifthe Project is located in a State that has assumed responsibilities for
environmental review activities under 23 U.S.C. 326 or 23 U.S.C. 327 and the
Project is within the scope of the assumed responsibilities, the State; and
(2) for all other cases, an operating agency within the Department of
Transportation will be identified to conduct NEPA evaluations.
(b) Except as authorized under section 27.3(c), the Recipient shall not begin final
design; acquire real property, construction materials, or equipment; begin
construction; or take other actions that represent an irretrievable commitment of
resources for the Project unless and until:
(1) the Environmental Review Entity complies with the National Environmental
Policy Act, 42 U.S.C. 4321 to 4370m-12, and any other applicable
environmental laws and regulations; and
(2) ifthe Environmental Review Entity is not the Recipient, the Environmental
Review Entity provides the Recipient with written notice that the
environmental review process is complete.
(c) If the Recipient is using procedures for early acquisition ofreal property under 23
C.F.R. 710.501 or hardship and protective acquisitions ofreal property 23 C.F.R.
710.503, the Recipient shall comply with 23 C.F.R. 771.113(d)(1).
(d) The Recipient acknowledges that:
(1) the Environmental Review Entity's actions under section 27.3(a) depend on
the Recipient conducting necessary environmental analyses and submitting
necessary documents to the Environmental Review Entity; and
(2) applicable environmental statutes and regulation may require the Recipient to
prepare and submit documents to other Federal, State, and local agencies.
(e) Consistent with 23 C.F.R. 771.105(a), to the extent practicable and consistent
with Federal law, the Recipient shall coordinate all environmental investigations,
reviews, and consultations as a single process.
(fJ The activities described in this agreement may inform environmental decision -
making processes, but the parties do not intend this agreement to document the
alternatives under consideration under those processes. If a build alternative is
selected that does not align information in this agreement, then:
(1) the parties may amend this agreement under section 21.1 for consistency with
the selected build alternative; or
(2) ifthe US DOT determines that the condition at section 16.1(a)(5) is satisfied,
the USDOT may terminate this agreement under section 16.1(a)(5).
(g) The Recipient shall complete any mitigation activities described in the
environmental document or documents for the Project, including the terms and
conditions contained in the required permits and authorizations for the Project.
(h) The Recipient may not expend any of the funds provided in this Agreement or
incur expenses under this Agreement on final design, construction, or other
activities that represent an irretrievable commitment of resources unless and until
it complies with the National Environmental Policy Act (42 U.S.C. § 4321 et seq.)
("NEPA"), Section 106 ofthe National Historic Preservation Act (16 U.S.C. §
470f) ("NHPA"), and any other applicable environmental laws and regulations,
and DOT has provided the Recipient with a written notice that the environmental
review process is complete. At that time, DOT may authorize the distribution and
expenditure of funds. The Recipient may not obligate or expend any funds
(federal, state or private) for final design, construction, or other activities that
represent an irretrievable commitment ofresources for the Project, or commence
any part of final design, construction, or other activities that represent an
irretrievable commitment ofresources for the Project or any component of the
Project, without receiving such written confirmation from DOT. The Recipient
may participate in planning activities, as long as they do not constitute an
irretrievable commitment to a specific course of action. Depending on the
outcome of the environmental review process, DOT may rescind this Agreement
or may pursue any other permissible remedy under 2 C.F.R. § 200.338-200.342.
27.3 Railroad Coordination.
(a) If the agreement includes one or more milestones identified as a "Railroad
Coordination Agreement," then for each ofthose milestones, the Recipient shall
enter a standard written railroad coordination agreement, consistent with 23
C.F.R 646.216(d), no later than the deadline date identified for that milestone,
with the identified railroad for work and operation within that railroad's right-of-
way.
27.4 Relocation and Real Property Acquisition.
(a) The Recipient shall comply with the land acquisition policies in 49 C.F.R. part 24
subpart B and shall pay or reimburse property owners for necessary expenses as
specified in that subpart.
(b) The Recipient shall provide a relocation assistance program offering the services
described in 49 C.F.R. part 24 subpart C and shall provide reasonable relocation
payments and assistance to displaced persons as required in 49 C.F.R. part 24
subparts D-E.
(c) The Recipient shall make available to displaced persons, within a reasonable
period of time prior to displacement, comparable replacement dwellings in
accordance with 49 C.F .R part 24 subpart E.
27.5 Equipment Disposition.
(a) In accordance with 2 C.F.R. 200.313 and 1201.313, if the Recipient or a
subrecipient acquires equipment under this award, then when that equipment is no
longer needed for the Project that entity shall request disposition instructions from
the awarding agency.
(b) In accordance with 2 C.F.R. 200.443(d), the distribution ofthe proceeds from the
disposition of equipment must be made in accordance with 2 C.F.R. 200.313-
200.316 and 2 C.F.R. 1201.313.
(c) The Recipient shall ensure compliance with this Section 27.6 for all tiers of
subawards under this award.
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ARTICLE 28
MANDATORY AWARD INFORMATION
28.1 Information Contained in a Federal Award. For 2 C.F.R. 200.211:
(a) the "Federal Award Date" is the date ofthis agreement, as defined under Section
30.2;
(b) the "Assistance Listings Number" is 20.941 and the "Assistance Listings Title" is
"Strengthening Mobility and Revolutionizing Transportation (SMART) Grants
Program"; and
(c) this award is not for research and development.
ARTICLE29
CONSTRUCTION AND DEFINITIONS
29.1 Attachments.
This agreement includes the following attachments as integral parts:
Attachment A Performance Measurement Information
Attachment B Changes from Application
Attachment C Climate Change and Environmental Justice Impacts
Attachment D Racial Equity and Barriers to Opportunity Attachment
E Labor and Workforce
Attachment F Critical Infrastructure Security and Resilience
292 Exhibits.
The following exhibits, which are in the document titled "Exhibits to Grant Agreements
Under the SMART Grant Program", available at
httns://www.transnortation.2ov/grants/SMART, are part of this agreement:
Exhibit A
Exhibit B
Exhibit C
Exhibit D
Exhibit E
Exhibit F
Exhibit G
Exhibit H
Exhibit I
29.3 Construction.
Applicable Federal Laws and Regulations
Additional Standard Terms
Quarterly Reports and Recertifications: Format and Content
Certification for Contracts, Grants, Loans, And Cooperative Agreements
FAA Regulations
Communications Technology
Equipping or Retrofitting Motor Vehicles
Eligible Cost
Data Collection Requirements
(a) If a provision in the exhibits or the attachments conflicts with a provision in
articles 1-30, then the provision in articles 1-30 prevails. If a provision in the
attachments conflicts with a provision in the exhibits, then the provision in the
attachments prevails.
29.4 Integration.
(a) This agreement constitutes the entire agreement of the parties relating to the
SMART grant program and awards under that program and supersedes any
previous agreements, oral or written, relating to the SMART grant program and
awards under that program.
29.5 Definitions.
SMART Version 06102024
In this agreement, the following definitions apply:
"Program Statute" means the BIL Section 25005 ofthe Infrastructure Investment and Jobs
Act (Pub. L. 117-58, November 15, 2021; and statutory text under the heading
"Strengthening mobility and revolutionizing transportation grant program" in title I of
division J ofthe Infrastructure Investment and Jobs Act, Pub. L. No. 117-58 (November
15, 2021), and all other provisions ofthat act that apply to amounts appropriated under
that heading.
"Project" means the project proposed in the Grant Application, as modified by the
negotiated provisions ofthis agreement, including article 3 and Attachments A-E.
"SMART Grant" means an award of funds that were made available under the NOFO.
"Grant Application" means the application identified in section 2.1, including Standard
Form 424 and all information and attachments submitted with that form through
Grants.gov.
SMART Version 06102024
ARTICLE30
AGREEMENT EXECUTION AND EFFECTIVE DATE
30.1 Counterparts. This agreement may be executed in counterparts, which constitute one
document. The parties intend each countersigned original to have identical legal effect.
30.2 Effective Date. The agreement will become effective when all parties have signed it. The
date ofthis agreement will be the date this agreement is signed by the last parry to sign it.
This instrument constitutes a SMART Grant when the USDOT's authorized representative
signs it.
30.3 Termination. Should this Grant Agreement be terminated prior to the end date ofthe
Period of Performance, US DOT reserves the right to require that the Recipient return to
US DOT any of the funds reimbursed for expenses subsequently deemed ineligible.
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U.S. DEPARTMENT OF TRANSPORTATION
EXHIBITS TO USDOT/OST GRANT AGREEMENTS UNDER
THE SMART GRANT PROGRAM
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EXHIBIT A
APPLICABLE FEDERAL LAWS AND REGULATIONS
By entering into this agreement for a SMART Grant, the Recipient assures and certifies, with respect
to this Grant, that it will comply with all applicable Federal laws, regulations, executive orders,
policies, guidelines, and requirements as they relate to the application, acceptance, and use ofFederal
funds for this Project. Performance under this agreement shall be governed by and in compliance with
the following requirements, as applicable, to the type of organization of the Recipient and any
applicable sub -recipients. The applicable provisions to this agreement include, but are not limited to,
the following:
General Federal Legislation
a. Federal Fair Labor Standards Act - 29 U.S.C. §§ 201, et seq.
b. Hatch Act - 5 U.S.C. §§ 1501, et seq.
c. Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 - 42
U.S.C. §§ 4601, et seq.
d National Historic Preservation Act of 1966 - 54 U.S.C. § 306108
e. Archeological and Historic Preservation Act of 1974 - 54 U.S.C. §§ 312501, et seq.
f Native American Graves Protection and Repatriation Act- 25 U.S.C. §§ 3001, et seq.
g. Clean Air A c t - 4 2 U.S.C. §§ 7401, et. seq.
h. Clean Water Act - 33 U.S.C. §§ 1251, et seq.
i. Endangered Species A c t -16 U.S.C. §§ 1531 et seq.
J Coastal Zone Management A c t - 16 U.S.C. §§ 1451 et seq.
k. Flood Disaster Protection Act of 1973 - 4 2 U.S.C. §§ 4001 et seq.
1. Age Discrimination Act of 1975, as amended- 42 U.S.C. §§ 6101, et seq.
m. American Indian Religious Freedom Act, 42 U.S.C. 1996
n. Drug Abuse Office and Treatment Act of 1972, as amended, 21 U.S.C. §§ 1101, et seq.
o. The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and
Rehabilitation Act of 1970, P.L. 91-616, as amended- 42 U.S.C. §§ 4541, et seq.
p. Sections 523 and 527 of the Public Health Service Act of 1912, as amended, 42 U.S.C.
§§ 290dd through 290dd-2
q. Architectural Barriers Act of 1968 - 42 U.S.C. §§ 4151, et seq.
r. Power Plant and Industrial Fuel Use Act of 1978, P.L. 100-42 - Section 403 - 42 U.S.C.
§ 8373
s. Contract Work Hours and Safety Standards Act - 40 U.S.C. §§ 3701, et seq.
t Copeland Anti -kickback Act, as amended- 18 U.S.C. § 874 and 40 U.S.C. § 3145
u. National Environmental Policy Act of 1969 - 42 U.S.C. §§ 4321, et seq.
v. Wild and Scenic Rivers Act-16 U.S.C. §§ 1271, et seq.
w. Federal Water Pollution Control Act, as amended- 33 U.S.C. 1251-1376
x. Single Audit Act of 1984 - 31 U.S.C. §§ 7501, et seq.
y. Americans with Disabilities Act of 1990 - 42 U.S.C. § 12101, et seq.
z. Title IX of the Education Amendments of 1972, as amended - 20 U. S.C. §§ 1681-1683 and
§§ 1685-1687
aa. Section 504 ofthe Rehabilitation Act of 1973, as amended - 29 U.S.C. § 794
bb. Title VI of the Civil Rights Act of 1964 - 42 U.S.C. §§ 2000d, et seq.
cc. Title IX of the Federal Property and Administrative Services Act of 1949 - 40 U.S.C.
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§§ 1101-1104
dd. Limitation on Use of Appropriated Funds to Influence Certain Federal Contracting and
Financial Transactions - 31 U.S.C. § 1352
ee. Freedom oflnformation Act - 5 U.S.C. § 552, as amended
ff. Magnuson -Stevens Fishery Conservation and Management A c t - 16 U. S.C. §§ 1801, et seq.
gg. Farmland Protection Policy Act of 1981 - 7 U.S.C. §§ 4201, et seq.
hh. Noise Control Act of 1972-42 U.S.C. §§ 4901, et seq.
ii. Fish and Wildlife Coordination Act of 1956- 16 U.S.C. §§ 661, et seq.
jJ. Section 9 of the Rivers and Harbors Act and the General Bridge Act of 1946 - 33 U.S.C.§§ 401
and 525
kk. Section 4(f) of the Department of Transportation Act of 1966, 49 U.S.C. § 303 and 23 U.S.C. §
138
11. Comprehensive Environmental Response, Compensation, and Liability Act of 1980
(CERCLA)-42 U.S.C. §§ 9601, et seq.
mm.mm.Safe Drinking Water Act-42 U.S.C. §§ 300f, et seq.
nn. The Wilderness Act-16 U.S.C. §§ 1131, et seq.
oo. Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of
1976-42 U.S.C. 6901, et seq.
pp. Migratory Bird Treaty Act 16 U.S.C. §§ 703, et seq.
qq. The Federal Funding Transparency and Accountability Act of2006, as amended (Pub. L. 109-
282, as amended by section 6202 of Public Law 110-252)
rr. Cargo Preference Act of 1954 - 46 U.S.C. § 55305
ss. Build America, Buy America Act -Pub. L. No. 117-58, div. G, tit. IX, subtit. A, 135 Stat.
429, 1298
tt. Section 889 ofthe John D. McCain National Defense Authorization Act for Fiscal Year 2019,
Pub. L. 115-232
Executive Orders
a. Executive Order 11246 - Equal Employment Opportunity
b. Executive Order 11990 - Protection o f Wetlands
c. Executive Order 11988 - Floodplain Management
d Executive Order 12372 - Intergovernmental Review of Federal Programs
e. Executive Order 12549 - Debarment and Suspension
£ Executive Order 12898-Federal Actions to Address Environmental Justice in Minority
Populations and Low -Income Populations
g. Executive Order 13166 - Improving Access to Services for Persons with Limited English
Proficiency
h Executive Order 13985 - Advancing Racial Equity and Support for Underserved
Communities Through the Federal Government
i. Executive Order 14005 - Ensuring the Future is Made in All o fAmerica by All of
America's Workers
j . Executive Order 14008-Tackling the Climate Crisis at Home and Abroad
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General Federal Regulations
a Uniform Administrative Requirements, Cost Principles, and Audit Requirements for
Federal Awards - 2 C.F.R. Parts 200, 1201
b. Non -procurement Suspension and Debarment-2 C.F.R. Parts 180, 1200
c. Investigative and Enforcement Procedures - 14 C.F.R_ Part 13
d Procedures for predetermination ofwage rates - 29 C.F.R. Part 1
e. Contractors and subcontractors on public building or public work financed in whole or part
by loans or grants from the United States - 29 C.F.R_ Part 3
£ Labor standards provisions applicable to contracts governing federally financed and assisted
construction (also labor standards provisions applicable to non -construction contracts subject to
the Contract Work Hours and Safety Standards Act)-29 C.F.R. part 5
g. Office ofFederal Contract Compliance Programs, Equal Employment Opportunity,
Department ofLabor (Federal and federally assisted contracting requirements) - 41
C.F.R. Parts 60, et seq.
h New Restrictions on Lobbying- 49 C.F.R. Part 20
i. Nondiscrimination in Federally Assisted Programs ofthe Department of Transportation -
Effectuation of Title VI of the Civil Rights Act of 19 64 -4 9 C.F.R. Part 21
j. Uniform relocation assistance and real property acquisition for Federal and Federally
assisted programs - 49 C.F.R_ Part 24
k. Nondiscrimination on the Basis of Sex in Education Programs or Activities Receiving
Federal Financial Assistance-49 C.F.R. Part 25
1. Nondiscrimination on the Basis of Handicap in Programs and Activities Receiving or
Benefiting from Federal Financial Assistance- 49 C.F.R. Part 27
in. DOT's implementation ofDOJ's ADA Title H regulations compliance procedures for all
programs, services, and regulatory activities relating to transportation under 28 C.F.R.Part 35
n. Enforcement ofNondiscrimination on the Basis ofHandicap in Programs or Activities
Conducted by the Department of Transportation- 49 C.F.R. Part 28
o. Denial o fpublic works contracts to suppliers of goods and services of countries that deny
procurement market access to U.S. contractors - 4 9 C.F.R. Part 30
p. Govemmentwide Requirements for Drug -Free Workplace (Financial Assistance)-49 C.F.R. Part
32
q DOT's implementing ADA regulations for transit services and transit vehicles, including the
DOT's standards for accessible transportation facilities in Part 37, Appendix A - 49 CT R
Parts 37 and 38
r. Participation by Disadvantaged Business Enterprises in Department of Transportation
Financial Assistance Programs-49 C.F.R. Part 26 (as applicable under section 18.3 ofthis
agreement)
Specific assurances required to be included in the SMART Grant agreement by any of the above laws,
regulations, or circulars are hereby incorporated by reference into this agreement
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EXHIBITB
ADDITIONAL STANDARD TERMS
TERM BA TITLE VI ASSURANCE
(Implementing Title VI of the Civil Rights Act of 1964, as amended)
ASSURANCE CONCERNING NONDISCRIMINATION IN FEDERALLY -ASSISTED
PROGRAMS AND ACTIVITIES RECEIVING OR BENEFITING FROM FEDERAL
FINANCIAL ASSISTANCE
(Implementing the Rehabilitation Act of 1973, as amended, and the Americans with Disabilities Act, as
amended)
49 C.F.R. Parts 21, 25, 27, 37 and 38
The United States Department of Transportation {USDOT)
Standard Title VI/Non-Discrimination Assurances
DOT Order No. 1050.2A
By signing and submitting the Technical Application and by entering into this agreement under the
SMART Grant Program, the Recipient HEREBY AGREES THAT, as a condition to receiving any
Federal financial assistance from the U.S. Department of Transportation (DOT), through the Office of
the Secretary (OST), it is subject to and will comply with the following:
Statutorv/Regulatory Authorities
• Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits
discrimination on the basis ofrace, color, national origin);
• 49 C.F.R. Part 21 (entitled Non-discrimination in Federally -Assisted Programs o fThe Department
o fTransportation-Effectuation o fTitle VI o fthe Civil Rights Act Of1964);
• 28 C.F.R. section 50.3 (U.S. Department of Justice Guidelines for Enforcement of Title VI of the
Civil Rights Act of 1964);
The preceding statutory and regulatory cites hereinafter are referred to as the "Acts" and "Regulations,"
respectively.
General Assurances
In accordance with the Acts, the Regulations, and other pertinent directives, circulars, policy,
memoranda, and/or guidance, the Recipient hereby gives assurance that it will promptly take any
measures necessary to ensure that:
'No person in the United States shall, on the grounds o frace, color, or national origin, be excluded
from participation in, be denied the benefits of, or be otherwise subjected to discrimination under
anyprogram or activity, 'for which the Recipient receives Federalfinancial assistancefrom DOT.
The Civil Rights Restoration Act of 1987 clarified the original intent of Congress, with respect to
Title VI and other Non-discrimination requirements (The Age Discrimination Act of 1975, and
Section 504 of the Rehabilitation Act of 1973), by restoring the broad, institutional -wide scope and
coverage ofthese non-discrimination statutes and requirements to include all programs and activities
of the Recipient, so long as any portion of the program is Federally assisted.
SMART Grant recipients should demonstrate compliance with civil rights obligations and
nondiscrimination laws, including Title VI of the Civil Rights Act of 1964, the Americans with
Disabilities Act of 1990 (ADA), Section 504 o fthe Rehabilitation Act, and implementing regulations.
This should include a current Title VI plan, completed Community Participation Plan, and a plan to
address any legacy infrastructure or facilities that are not compliant with ADA standards. The
Department's and the applicable Operating Administrations' Offices of Civil Rights may work with
awarded grant recipients to ensure full compliance with Federal civil rights requirements.
Specific Assurances
More specifically, and without limiting the above general Assurance, the Recipient agrees with and
gives the following Assurances with respect to its Federally -assisted SMART Grant program:
1. The Recipient agrees that each "activity," "facility," or "program," as defined in§ § 21.23
(b) and 21.23 (e) of 49 C.F.R. § 21 will be (with regard to an "activity") facilitated, or will be
(with regard to a "facility") operated, or will be (with regard to a "program") conducted in
compliance with all requirements imposed by, or pursuant to the Acts and the Regulations.
2. The Recipient will insert the following notification in all solicitations for bids, Requests For
Proposals for work, or material subject to the Acts and the Regulations made in connection with
the SMART Grant and, in adapted form, in all proposals for negotiated agreements regardless
of funding source:
"The Recipient, in accordance with theprovisions o fTitle Ho fthe CivilRights Act o f1964
(78 Stat. 252, 42 U.S.C. §§ 2000d to 2000d-4) and the Regulations, hereby notifies all
bidders that it will affirmatively ensure thatfor any contract entered into pursuant to this
advertisement, disadvantaged business enterprises will be afforded full and fair
opportunity to submit bids in response to this invitation and will not be discriminated
against on the grounds o frace, color, or national origin in considerationfo r an award. "
3. The Recipient will insert the clauses o fAppendix A and E o fthis Assurance in every contract
or agreement subject to the Acts and the Regulations.
4. The Recipient will insert the clauses ofAppendix B ofthis Assurance, as a covenant running with
the land, in any deed from the United States effecting or recording a transfer of real property,
structures, use, or improvements thereon or interest therein to a Recipient.
5. That where the Recipient receives Federal Financial Assistance to construct a facility, or part of
a facility, the Assurance will extend to the entire facility and facilities operated in connection
therewith.
6. That where the Recipient receives Federal Financial Assistance in the form, or for the
acquisition of real property or an interest in real property, the Assurance will extend to rights
to space on, over, or under such property.
7. That the Recipient will include the clauses set forth in Appendix C and Appendix D of this
Assurance, as a covenant running with the land, in any future deeds, leases, licenses, permits, or
similar instruments entered into by the Recipient with other parties:
a for the subsequent transfer of real property acquired or improved under the applicable
activity, project, or program; and
b. for the construction or use of, or access to, space on, over, or under real property acquired or
improved under the applicable activity, project, or program.
8. That this Assurance obligates the Recipient for the period during which Federal Financial
Assistance is extended to the program, except where the Federal Financial Assistance is to
provide, or is in the form of, personal property, or real property, or interest therein, or structures
or improvements thereon, in which case the Assurance obligates the Recipient, or any transferee
for the longer of the following periods:
a the period during which the property is used for a purpose for which the Federal
financial assistance is extended, or for another purpose involving the provision of similar
services or benefits; or
b. the period during which the Recipient retains ownership or possession of the
property.
9. The Recipient will provide for such methods of administration for the program as are found by
the Secretary of Transportation or the official to whom he/she delegates specific authority to give
reasonable guarantee that it, other recipients, sub -recipients, contractors, subcontractors,
consultants, transferees, successors in interest, and other participants of Federal financial
assistance under such program will comply with all requirements imposed or pursuant to the Acts,
the Regulations, and this Assurance.
10. The Recipient agrees that the United States has a right to seek judicial enforcement with regard
to any matter arising under the Acts, the Regulations, and this Assurance.
11. The Recipient shall retain all documents relevant to this Grant Agreement and the Grant Project
for a period of three (3) years after completion of all projects undertaken pursuant to the Grant
Agreement and receipt of final reimbursement from the U.S. Treasury, whichever is later. It shall
furnish DOT, upon request, all documents and records pertaining to the determination of the
amount of the Federal share or to any settlement, litigation, negotiation, or other efforts taken to
recover such funds.
All settlements or other final positions of the Recipient, in court or otherwise, involving
the recovery of such Federal share shall be approved in advance by DOT.
By signing this ASSURANCE, the Recipient also agrees to comply (and require any sub- recipients,
contractors, successors, transferees, and/or assignees to comply) with all applicable provisions
governing DOT/OST's access to records, accounts, documents, information, facilities, and staff. You
also recognize that you must comply with any program or compliance reviews, and/or complaint
investigations conducted by DOT/OST. You must keep records, reports, and submit the material for
review upon request to DOT/OST, or its designee in a timely, complete, and accurate way.
Additionally, you must comply with all other reporting, data collection, and evaluation requirements,
as prescribed by law or detailed in program guidance.
The Recipient gives this ASSURANCE in consideration of and for obtaining any Federal grants, loans,
contracts, agreements, property, and/or discounts, or other Federal -aid and Federal financial assistance
extended after the date hereof to the recipients by the U.S. Department of Transportation under the
SMART Grant Program. This ASSURANCE is binding on the Recipient, other recipients, sub -
recipients, contractors, subcontractors and their subcontractors', transferees, successors in interest, and
any other participants in the SMART Grant Program.
APPENDIX A
During the performance ofthis contract, the contractor, for itself, its assignees, and successors in interest
(hereinafter referred to as the "contractor") agrees as follows:
1. Compliance with Regulations: The contractor (hereinafter includes consultants) will comply with
the Acts and the Regulations relative to Non-discrimination in Federally- assisted programs of the
U.S. Department of Transportation, (DOT/OST), as they may be amended from time to time, which
are herein incorporated by reference and made a part ofthis contract.
2. Non-discrimination: The contractor, with regard to the work performed by it during the contract,
will not discriminate on the grounds o frace, color, or national origin in the selection and retention of
subcontractors, including procurements o f materials and leases of equipment. The contractor will not
participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations,
including employment practices when the contract covers any activity, project, or program set forth
in Appendix B of 49 C.F.R. Part 21.
3. Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In all
solicitations, either by competitive bidding, or negotiation made by the contractor for work to be
performed under a subcontract, including procurements of materials, or leases of equipment, each
potential subcontractor or supplier will be notified by the contractor of the contractor's obligations
under this contract and the Acts and the Regulations relative to Non-discrimination on the grounds of
race, color, or national origin.
4. Information and Reports: The contractor will provide all information and reports required by the
Acts, the Regulations, and directives issued pursuant thereto and will permit access to its books,
records, accounts, other sources of information, and its facilities as may be determined by the
Recipient or DOT/OST to be pertinent to ascertain compliance with such Acts, Regulations, and
instructions. Where any information required of a contractor is in the exclusive possession of another
who fails or refuses to furnish the information, the contractor will so certify to the Recipient or
DOT/OST, as appropriate, and will set forth what efforts it has made to obtain the information.
5. Sanctions for Noncompliance: In the event of a contractor's noncompliance with the Non-
discrimination provisions of this contract, the Recipient will impose such contract sanctions as it or
DOT/OST may determine to be appropriate, including, but not limited to:
a withholding payments to the contractor under the contract until the contractor complies;
and/or
b. cancelling, terminating, or suspending a contract, in whole or in part.
6. Incorporation of Provisions: The contractor will include the provisions of paragraphs one through
six in every subcontract, including procurements o fmaterials and leases of equipment, unless exempt
by the Acts, the Regulations and directives issued pursuant thereto. The contractor will take action
with respect to any subcontract or procurement as the Recipient or DOT/OST may direct as a means
of enforcing such provisions including sanctions for noncompliance. Provided, that if the contractor
becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such
direction, the contractor may request the Recipient to enter into any litigation to protect the interests
of the Recipient. In addition, the contractor may request the United States to enter into the litigation
to protect the interests o f the United States -
APPENDIXB
CLAUSES FOR DEEDS TRANSFERRING UNITED STATES PROPERTY
The following clauses will be included in deeds effecting or recording the transfer of real property,
structures, or improvements thereon, or granting interest therein from the United States pursuant to the
provisions of Specific Assurance 4:
NOW, THEREFORE, the U.S. Department of Transportation as authorized by law and upon the
condition that the Recipient will accept title to the lands and maintain the project constructed thereon in
accordance with the Consolidated Appropriations Act, 2022 (Pub. L. 116-260, Dec. 27, 2020) the
Regulations for the Administration of the SMART Grant Program, and the policies and procedures
prescribed by the Maritime Administration (DOT/OST) of the U.S. Department of Transportation in
accordance and in compliance with all requirements imposed by Title 49, Code of Federal Regulations,
U.S. Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Non-discrimination in
Federally -assisted programs o fthe U.S. Department of Transportation pertaining to and effectuating the
provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252; 42 U.S.C. § 2000d to 2000d-4),
does hereby remise, release, quitclaim and convey unto the Recipient all the right, title and interest of
the U.S. Department of Transportation in and to said lands described in Exhibit A attached hereto and
made apart hereof.
(HABENDUM CLAUSE)
TO HAVE AND TO HOLD said lands and interests therein unto Recipient and its successors forever,
subject, however, to the covenants, conditions, restrictions and reservations herein contained as follows,
which will remain in effect for the period during which the real property or structures are used for a
purpose for which Federal financial assistance is extended or for another purpose involving the
provision of similar services or benefits and will be binding on the Recipient, its successors and assigns.
The Recipient, in consideration of the conveyance of said lands and interests in lands, does hereby
covenant and agree as a covenant running with the land for itself, its successors and assigns, that
(1) no person will on the grounds of race, color, or national origin, be excluded from participation in,
be denied the benefits of, or be otherwise subjected to discrimination with regard to any facility located
wholly or in part on, over, or under such lands hereby conveyed [,] [and]* (2) that the Recipient will
use the lands and interests in lands and interests in lands so conveyed, in compliance with all
requirements imposed by or pursuant to Title 49, Code of Federal Regulations, U.S. Department of
Transportation, Subtitle A, Office of the Secretary, Part 21, Non- discrimination in Federally -assisted
programs of the U.S. Department of Transportation, Effectuation of Title VI of the Civil Rights Act of
1964, and as said Regulations and Acts may be amended[, and (3) that in the event o f breach of any of
the above -mentioned non-discrimination conditions, the Department will have a right to enter or re-
enter said lands and facilities on said land, and that above described land and facilities will thereon
revert to and vest in and become the absolute property ofthe U.S. Department of Transportation and its
assigns as such interest existed prior to this instruction].*
(*Reverter clause and related language to be used only when it is determined that such a clause is necessary in
order to make clear the purpose of Title VI.)
APPENDIXC
CLAUSES FOR TRANSFER OF REAL PROPERTY ACQUIRED OR IMPROVED UNDER
THE ACTIVITY, FACILITY, OR PROGRAM
The following clauses will be included in deeds, licenses, leases, permits, or similar instruments entered
into by the Recipient pursuant to the provisions of Specific Assurance 7(a):
A. The (Recipient, lessee, permittee, etc. as appropriate) for himself/herself, his/her heirs, personal
representatives, successors in interest, and assigns, as a part of the consideration hereof, does
hereby covenant and agree [in the case of deeds and leases add "as a covenant running with the
land"] that:
1. In the event facilities are constructed, maintained, or otherwise operated on the property
described in this (deed, license, lease, permit, etc.) for a purpose for which a
U.S. Department of Transportation activity, facility, or program is extended or for another purpose
involving the provision of similar services or benefits, the (Recipient, licensee, lessee, permittee, etc.)
will maintain and operate such facilities and services in compliance with all requirements imposed by
the Acts and Regulations (as may be amended) such that no person on the grounds of race, color, or
national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected
to discrimination in the use of said facilities.
B. With respect to licenses, leases, permits, etc., in the event of breach of any of the above Non-
discrimination covenants, Recipient will have the right to terminate the (lease, license, permit,
etc.) and to enter, re-enter, and repossess said lands and facilities thereon, and hold the same as
ifthe (lease, license, permit, etc.) had never been made or issued.*
C. With respect to a deed, in the event o f breach o f any o f the above Non-discrimination covenants,
the Recipient will have the right to enter or re-enter the lands and facilities thereon, and the above -
described lands and facilities will there upon revert to and vest in and become the absolute
property ofthe Recipient and its assigns. *
(*Reverter clause and related language to be used only when it is determined that such a clause is
necessary to make clear the purpose of Title VI.)
APPENDIXD
CLAUSES FOR CONSTRUCTION/USE/ACCESS TO REAL PROPERTY ACQUIRED
UNDER THE ACTIVITY, FACILITY OR PROGRAM
The following clauses will be included in deeds, licenses, permits, or similar instruments/agreements
entered into by Recipient pursuant to the provisions of Specific Assurance 7(b):
A. The (Recipient, licensee, permittee, etc., as appropriate) for himself/herself, his/her heirs,
personal representatives, successors in interest, and assigns, as a part ofthe consideration hereof,
does hereby covenant and agree (in the case of deeds and leases add, "as a covenant running with
the land") that (1) no person on the ground of race, color, or national origin, will be excluded
from participation in, denied the benefits of, or be otherwise subjected to discrimination in the
use of said facilities, (2) that in the construction of any improvements on, over, or under such
land, and the furnishing of services thereon, no person on the ground of race, color, or national
origin, will be excluded from participation in, denied the benefits of, or otherwise be subjected
to discrimination, (3) that the (Recipient, licensee, lessee, permittee, etc.) will use the premises
in compliance with all other requirements imposed by or pursuant to the Acts and Regulations,
as amended, set forth in this Assurance.
B. With respect to (licenses, leases, permits, etc.), in the event of breach of any of the above Non-
discrimination covenants, Recipient will have the right to terminate the (license, permit, etc., as
appropriate) and to enter or re-enter and repossess said land and the facilities thereon, and hold
the same as if said (license, permit, etc., as appropriate) had never been made or issued.*
C. With respect to deeds, in the event of breach of any of the above Non-discrimination covenants,
Recipient will there upon revert to and vest in and become the absolute property of Recipient and
its assigns. *
(*Reverter clause and related language to be used only when it is determined that such a clause is
necessary to make clear the purpose of Title V1.)
APPENDIXE
During the performance o fthis contract, the contractor, for itself, its assignees, and successors in interest
(hereinafter referred to as the "contractor") agrees to comply with the following non- discrimination
statutes and authorities; including but not limited to:
A. Pertinent Non -Discrimination Authorities:
• Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits
discrimination on the basis ofrace, color, national origin); and 49 C.F.R. Part 21.
• The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42
U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been
acquired because of Federal or Federal -aid programs and projects);
• Federal -Aid Highway Act of 1973, (23 U.S.C. § 324 et seq), (prohibits discrimination on the
basis of sex);
• Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq), as amended,
(prohibits discrimination on the basis of disability); and 49 C.F.R. Part 27;
• The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq), (prohibits
discrimination on the basis of age);
• AirportandAirwayimprovementActofl982, (49U.S.C. § 471, Section47123), as amended,
(prohibits discrimination based on race, creed, color, national origin, or sex);
• The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and
applicability ofTitle VI ofthe Civil Rights Act of 1964, The Age Discrimination Act of 1975
and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms
"programs or activities" to include all of the programs or activities of the Federal -aid
recipients, sub -recipients and contractors, whether such programs or activities are Federally
funded or not);
• Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the
basis o f disability in the operation o fpublic entities, public and private transportation systems,
places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131 - 12189)
as implemented by Department of Transportation regulations at 49
C.F.R. Parts 37 and 38;
• The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. § 47123)
(prohibits discrimination on the basis of race, color, national origin, and sex);
• Executive Order 12898, Federal Actions to Address Environmental Justice in Minority
Populations and Low -Income Populations, which ensures nondiscrimination against minority
populations by discouraging programs, policies, and activities with disproportionately high
and adverse human health or environmental effects on minority and low-income populations;
• Executive Order 13166, Improving Access to Services for Persons with Limited English
Proficiency, and resulting agency guidance, national origin discrimination includes
discrimination because oflimited English proficiency (LEP). To ensure compliance with Title
VI, you must take reasonable steps to ensure that LEP persons have meaningful access to
your programs (70 Fed. Reg. at 74087 to 74100);
• Title IX of the Education Amendments of 1972, as amended, which prohibits you from
discriminating because of sex in education programs or activities (20 U.S.C. § 1681 et seq).
TERMB.2
CERTIFICATION REGARDING DEBARMENT, SUSPENSION, AND OTHER
RESPONSIBILITY MATTERS — PRIMARY COVERED TRANSACTIONS
2 C.F.R. Parts 180 and 1200
These assurances and certifications are applicable to all Federal -aid construction contracts, design -build
contracts, subcontracts, lower -tier subcontracts, purchase orders, lease agreements, consultant contracts
or any other covered transaction requiring DOT/OST approval or that is estimated to cost $25,000 or
in o r e - as defined in 2 C.F.R. Parts 180 and 1200.
By signing and submitting the Technical Application and by entering into this agreement under the
SMART grant program, the Recipient is providing the assurances and certifications for First Tier
Participants and Lower Tier Participants in the SMART Grant, as set out below.
1. Instructions for Certification - First Tier Participants:
(Applicable to all first -tier subawards regardless of potential value and require first tier- subrecipients
and lower -tier subrecipients to similarly check SAM.gov; and, for all first -tier procurement contracts
with a value of $25,000 or more and all lower tiers of subcontracts under covered non -procurement
transactions (2 CFR § 180.220).
a. The prospective first tier participant is providing the certification set out below.
b. The inability of a person to provide the certification set out below will not necessarily result
in denial o fparticipation in this covered transaction. The prospective first tier participant shall
submit an explanation of why it cannot provide the certification set out below. The
certification or explanation will be considered in connection with the department or agency's
determination whether to enter into this transaction. However, failure of the prospective first
tier participant to furnish a certification or an explanation shall disqualify such a person from
participation in this transaction.
c. The certification in this clause is a material representation of fact upon which reliance was
placed when the contracting agency determined to enter into this transaction. If it is later
determined that the prospective participant knowingly rendered an erroneous certification, in
addition to other remedies available to the Federal Government, the contracting agency may
terminate this transaction for cause of default.
d The prospective first tier participant shall provide immediate written notice to the contracting
agency to whom this proposal is submitted if any time the prospective first tier participant
learns that its certification was erroneous when submitted or has become erroneous by reason
of changed circumstances.
e. The terms "covered transaction," "civil judgment," "debarred," "suspended," "ineligible,"
"participant," "person," "principal," and "voluntarily excluded," as used in this clause, are
defined in 2 C.F.R. Parts 180 and 1200. "First Tier Covered Transactions" refers to any
covered transaction between a Recipient or subrecipient of Federal funds
and a participant (such as the prime or general contract). "Lower Tier Covered Transactions" refers to
any covered transaction under a First Tier Covered Transaction (such as subcontracts). "First Tier
Participant" refers to the participant who has entered into a covered transaction with a Recipient or
subrecipient of Federal funds (such as the prime or general contractor). "Lower Tier Participant" refers
to any participant who has entered into a covered transaction with a First Tier Participant or other Lower
Tier Participants (such as subcontractors and suppliers).
£ The prospective first tier participant agrees by submitting this proposal that, should the
proposed covered transaction be entered into, it shall not knowingly enter into any lower tier
covered transaction with a person who is debarred, suspended, declared ineligible, or
voluntarily excluded from participation in this covered transaction, unless authorized by the
department or agency entering into this transaction.
g. The prospective first tier participant further agrees by submitting this proposal that it will
include the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and
Voluntary Exclusion -Lower Tier Covered Transactions," provided by the department or
contracting agency, entering into this covered transaction, without modification, in all lower
tier covered transactions and in all solicitations for lower tier covered transactions exceeding
the $25,000 threshold.
h. A participant in a covered transaction may rely upon a certification of a prospective
participant in a lower tier covered transaction that is not debarred, suspended, ineligible, or
voluntarily excluded from the covered transaction, unless it knows that the certification is
erroneous. A participant is responsible for ensuring that its principals are not suspended,
debarred, or otherwise ineligible to participate in covered transactions. To verify the
eligibility o f its principals, as well as the eligibility o f any lower tier prospective participants,
each participant may, but is not required to, check the System for Award Management website
(htti)s://www.sam.izovO, which is compiled by the General Services Administration.
i. Nothing contained in the foregoing shall be construed to require the establishment ofa system
of records in order to render in good faith the certification required by this clause. The
knowledge and information ofthe prospective participant is not required to exceed that which
is normally possessed by a prudent person in the ordinary course ofbusiness dealings.
J Except for transactions authorized under paragraph (f) of these instructions, if a participant
in a covered transaction knowingly enters into a lower tier covered transaction with a person
who is suspended, debarred, ineligible, or voluntarily excluded from participation in this
transaction, in addition to other remedies available to the Federal Government, the department
or agency may terminate this transaction for cause or default.
Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion - First
Tier Participants:
a. The prospective first tier participant certifies to the best of its knowledge and belief, that it
and its principals:
1) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or
voluntarily excluded from participating in covered transactions by any Federal
department or agency;
2) Have not within a three-year period preceding this proposal been convicted of or had a
civil judgment, including a civil settlement, rendered against them for commission of
fraud or a criminal offense in connection with obtaining, attempting to obtain, or
performing a public (Federal, State or local) transaction or contract under a public
transaction; violation of Federal or State antitrust statutes or commission of
embezzlement, theft, forgery, bribery, falsification or destruction ofrecords, making false
statements, or receiving stolen property;
3) Are not presently indicted for or otherwise criminally or civilly charged by a
governmental entity (Federal, State or local) with commission of any of the offenses
enumerated in paragraph (a)(2) ofthis certification; and
4) Have not within a three-year period preceding this application/proposal had one or more
public transactions (Federal, State or local) terminated for cause or default.
b. Where the prospective participant is unable to certify to any of the statements in this
certification, such prospective participant shall attach an explanation to this proposal.
2. Instructions for Certification - Lower Tier Participants:
(Applicable to all subcontracts, purchase orders and other lower tier transactions requiring prior
DOT/OST approval or estimated to cost $25,000 or more - 2 C.F.R. Parts 180 and 1200)
a. The prospective lower tier participant is providing the certification set out below.
b. The certification in this clause is a material representation of fact upon which reliance was
placed when this transaction was entered into. If it is later determined that the prospective
lower tier participant knowingly rendered an erroneous certification, in addition to other
remedies available to the Federal Government, the department, or agency with which this
transaction originated may pursue available remedies, including suspension and/or
debarment.
c. The prospective lower tier participant shall provide immediate written notice to the person to
which this proposal is submitted if at any time the prospective lower tier participant learns
that its certification was erroneous by reason of changed circumstances.
d The terms "covered transaction," "civil settlement," "debarred," "suspended," "ineligible,"
"participant," "person," "principal," and "voluntarily excluded," as used in
this clause, are defined in 2 C.F.R. Parts 180 and 1200. You may contact the person to which this
proposal is submitted for assistance in obtaining a copy of those regulations. "First Tier Covered
Transactions" refers to any covered transaction between a Recipient or subrecipient of Federal funds
and a participant (such as the prime or general contract). "Lower Tier Covered Transactions" refers to
any covered transaction under a First Tier Covered Transaction (such as subcontracts). "First Tier
Participant" refers to the participant who has entered into a covered transaction with a Recipient or
subrecipient of Federal funds (such as the prime or general contractor). "Lower Tier Participant" refers
any participant who has entered into a covered transaction with a First Tier Participant or other Lower
Tier Participants (such as subcontractors and suppliers).
e. The prospective lower tier participant agrees by submitting this proposal that, should the
proposed covered transaction be entered into, it shall not knowingly enter into any lower tier
covered transaction with a person who is debarred, suspended, declared ineligible, or
voluntarily excluded from participation in this covered transaction, unless authorized by the
department or agency with which this transaction originated.
£ The prospective lower tier participant further agrees by submitting this proposal that it will
include this clause titled "Certification Regarding Debarment, Suspension, Ineligibility and
Voluntary Exclusion -Lower Tier Covered Transaction," without modification, in all lower
tier covered transactions and in all solicitations for lower tier covered transactions exceeding
the $25,000 threshold.
g. A participant in a covered transaction may rely upon a certification of a prospective
participant in a lower tier covered transaction that is not debarred, suspended, ineligible, or
voluntarily excluded from the covered transaction, unless it knows that the certification is
erroneous. A participant is responsible for ensuring that its principals are not suspended,
debarred, or otherwise ineligible to participate in covered transactions. To verify the
eligibility o f its principals, as well as the eligibility o f any lower tier prospective participants,
each participant may, but is not required to, check the System for Award Management website
(htti)s://www.sam.aovO, which is compiled by the General Services Administration.
h. Nothing contained in the foregoing shall be construed to require establishment of a system of
records in order to render in good faith the certification required by this clause. The
knowledge and information of participant is not required to exceed that which is normally
possessed by a prudent person in the ordinary course ofbusiness dealings.
i. Except for transactions authorized under paragraph e of these instructions, if a participant in
a covered transaction knowingly enters into a lower tier covered transaction with a person
who is suspended, debarred, ineligible, or voluntarily excluded from participation in this
transaction, in addition to other remedies available to the Federal Government, the department
or agency with which this transaction originated may pursue available remedies, including
suspension and/or debarment.
Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion
— Lower Tier Participants:
1. The prospective lower tier participant certifies, by submission o fthis proposal, that neither
it nor its principals is presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded from participating in covered transactions by any
Federal department or agency.
2. Where the prospective lower tier participant is unable to certify to any ofthe statements in
this certification, such prospective participant shall attach an explanation to this proposal.
TERMB.3
REQUIREMENTS REGARDING DELINQUENT TAX LIABILITY OR A FELONY
CONVICTION UNDER ANY FEDERAL LAW
As required by sections 744 and 745 of Title VII, Division E of the Consolidated Appropriations Act,
2023 (Pub. L. 116-260), and implemented through USDOT Order 4200.6, the funds provided under this
award shall not be used to enter into a contract, memorandum of understanding, or cooperative
agreement with, make a grant to, or provide a loan or loan guarantee to, any corporation that:
1. Has any unpaid Federal tax liability that has been assessed, for which all judicial and
administrative remedies have been exhausted or have lapsed, and that is not being paid in a
timely manner pursuant to an agreement with the authority responsible for collecting the tax
liability, where the awarding agency is aware of the unpaid tax liability, unless a Federal
agency has considered suspension or debarment ofthe corporation and made a determination
that suspension or debarment is not necessary to protect the interests of the Government; or
2. Was convicted of a felony criminal violation under any Federal law within the preceding 24
months, where the awarding agency is aware of the conviction, unless a Federal agency has
considered suspension or debarment of the corporation and made a determination that
suspension or debarment is not necessary to protect the interests ofthe Government.
The Recipient therefore agrees:
1. Definitions. For the purposes of this exhibit, the following definitions apply: "Covered
Transaction" means a transaction that uses any funds under this award
and that is a contract, memorandum of understanding, cooperative agreement, grant, loan, or loan
guarantee.
"Execution of Grant Agreement" Signing ofthis Grant Agreement by DOT and the Recipient.
"Felony Conviction" means a conviction within the preceding 24 months of a felony criminal violation
under any Federal law and includes conviction of an offense defined in a section of the United States
Code that specifically classifies the offense as a felony and conviction of an offense that is classified as
a felony under 18 U.S.C. 3559.
"Participant" means the Recipient, an entity who submits a proposal for a Covered Transaction, or an
entity who enters into a Covered Transaction.
"Tax Delinquency" means an unpaid Federal tax liability that has been assessed, for which all judicial
and administrative remedies have been exhausted, or have lapsed,
and that is not being paid in a timely manner pursuant to an agreement with the authority responsible
for collecting the tax liability.
2. Mandatory Check in the System for Award Management. Before entering a Covered
Transaction with another entity, a Participant shall check the System for Award
Management (the "SAM") at httD://www.sam.fzov/ for an entry describing that entity.
3. Mandatory Certifications. Before entering a Covered Transaction with another entity, a
Participant shall require that entity to:
1) Certify whether the entity has a Tax Delinquency; and
2) Certify whether the entity has a Felony Conviction.
4. Prohibition. If
1) the SAM entry for an entity indicates that the entity has a Tax Delinquency or a Federal
Conviction;
2) an entity provides an affirmative response to either certification in section 3; or
3) an entity's certification under section 3 was inaccurate when made or became inaccurate
after being made
then a Participant shall not enter or continue a Covered Transaction with that entity unless the USDOT
has determined in writing that suspension or debarment of that entity are not necessary to protect the
interests of the Government.
5. Mandatory Notice to the USDOT.
1) Ifthe SAM entry for a Participant indicates that the Participant has a Tax Delinquency or
a Felony Conviction, the Recipient shall notify the USDOT in writing ofthat entry.
2) If a Participant provides an affirmative response to either certification in section 1, the
Recipient shall notify the USDOT in writing of that affirmative response.
3) If the Recipient knows that a Participant's certification under section 1 was inaccurate
when made or became inaccurate after being made, the Recipient shall notify the USDOT
in writing of that inaccuracy.
6. Flow Down. For all Covered Transactions, including all tiers of subcontracts and
subawards, the Recipient shall:
a. require the SAM check in section 2;
b. require the certifications in section 3;
c. include the prohibition in section 4; and
d require all Participants to notify the Recipient in writing of any information that would
require the Recipient to notify the US DOT under section 5.
TERMBA
RECIPIENT POLICY TO BAN TEXT MESSAGING WHILE DRIVING
Definitions. The following definitions are intended to be consistent with the definitions in DOT Order
3902.10, Text Messaging While Driving (Dec. 30, 2009) and Executive Order 13513, Federal
Leadership on Reducing Text Messaging While Driving (Oct. 1, 2009). For clarification purposes, they
may expand upon the definitions in the executive order.
For the purpose of this Term 13.3, "Motor Vehicles" means any vehicle, self-propelled or drawn by
mechanical power, designed and operated principally for use on a local, State or Federal roadway, but
does not include a military design motor vehicle or any other vehicle excluded under Federal
Management Regulation 102-34-15.
For the purpose ofthis Term 13.3, "Driving" means operating a motor vehicle on a roadway, including
while temporarily stationary because of traffic congestion, a traffic signal, a stop sign, another traffic
control device, or otherwise. It does not include being in your vehicle (with or without the motor
running) in a location off the roadway where it is safe and legal to remain stationary.
For the purpose of this Term 13.3, "Text messaging" means reading from or entering data into any
handheld or other electronic device (including, but not limited to, cell phones, navigational tools, laptop
computers, or other electronic devices), including for the purpose of Short Message Service (SMS)
texting, e-mailing, instant messaging, obtaining navigational information, or engaging in any other form
of electronic data retrieval or electronic data communication. The term does not include the use of a cell
phone or other electronic device for the limited purpose of entering a telephone number to make an
outgoing call or answer an incoming call, unless this practice is prohibited by State or local law. The
term also does not include glancing at or listening to a navigational device that is secured in a
commercially designed holder affixed to the vehicle, provided that the destination and route are
programmed into the device either before driving or while stopped in a location offthe roadway where
it is safe and legal to remain stationary.
For the purpose ofthis Term 13.3, the "Government" includes the United States Government and State,
local, and tribal governments at all levels.
Workplace Safety. In accordance with Executive Order 13513, Federal Leadership on Reducing Text
Messaging While Driving (Oct. 1, 2009) and DOT Order 3902.10, Text Messaging While Driving (Dec.
30, 2009), the Recipient, subrecipients, contractors, and subcontractors are encouraged to:
(1) adopt and enforce workplace safety policies to decrease crashes caused by distracted drivers
including policies to ban text messaging while driving-
(i) Company -owned or -rented vehicles or Government -owned, leased or rented vehicles; or
(ii) Privately -owned vehicles when on official Government business or when performing
any work for or on behalf of the Government.
(2) Conduct workplace safety initiatives in a manner commensurate with the size of the business, such
as-
(i) Establishment of new rules and programs or re-evaluation of existing programs to prohibit
text messaging while driving; and
(ii) Education, awareness, and other outreach to employees about the safety risks associated
with texting while driving.
(c) Subawards and Contracts. To the extent permitted by law, the Recipient shall insert the substance
of this exhibit, including this paragraph (c), in all subawards, contracts, and subcontracts under this
award that exceed the micro -purchase threshold, other than contracts and subcontracts for the
acquisition of commercially available off -the -shelf items.
EXHIBITC
QUARTERLY REPORTS AND RECERTIFICATIONS: FORMAT AND CONTENT
1. Purpose. The purpose ofthe Quarterly Reports and Recertifications under this agreement for the
SMART Grant Program are to ensure that the project scope, schedule, and budget will be
maintained to the maximum extent possible.
2. Format and Content. The Recipient shall produce a quarterly cost, schedule, and status report
that contains the sections enumerated in the following list. At the discretion of the USDOT,
modifications or additions can be made to produce a quarterly reporting format that will most
effectively serve both the Recipient and the USDOT. Some projects will have a more extensive
quarterly status than others. For smaller projects, the USDOT may determine that the content of
the quarterly reports will be streamlined, and project status meetings will be held on a less -
frequent basis.
a Project Overall Status. This section provides an overall status ofthe project's scope,
schedule and budget. The Recipient shall note and explain any deviations from the scope
of work, the schedule, or the budget that are described in this agreement.
b. Project Significant Activities and Issues. This section provides highlights of key
activities, accomplishments, and issues occurring on the project during the previous
quarter. Activities and deliverables to be reported on should include meetings, audits and
other reviews, design packages submitted, advertisements, awards, construction
submittals, construction completion milestones, submittals related to any applicable
requirements, media or Congressional inquiries, value engineering/constructability
reviews, and other items of significance. This section should specifically address progress
towards compliance and issues related to the National Environmental Policy Act (NEPA),
the Build America Buy America Act, and the high labor standards prioritized in Executive
Order 14052, "Implementation ofthe Infrastructure Investments and Jobs Act."
c. Action Items/Outstanding Issues. This section should draw attention to, and track the
progress of, highly significant or sensitive issues requiring action and direction in order
to resolve. The Recipient should include administrative items and outstanding issues that
could have a significant or adverse effect on the project's scope, schedule, or budget.
Status, responsible person(s), and due dates should be included for each action
item/outstanding issue. Action items requiring action or direction should be included in
the quarterly status meeting agenda. The action items/outstanding issues may be dropped
from this section upon full implementation of the remedial action, and upon no further
monitoring anticipated.
d. Project Scope Overview. The purpose of this section is to provide a further update
regarding the project scope. If the original scope contained in the grant agreement is still
accurate, this section can simply state that the scope is unchanged.
e. Project Schedule. An updated master program schedule reflecting the current status of
the program activities should be included in this section. The quarterly reporting format
currently requests this in the form ofthe ten major project milestones. It is imperative that
the master program schedule be integrated, i.e., the individual contract milestones tied to
each other, such that any delays occurring in one activity will be reflected throughout the
entire program schedule, with a realistic completion date being reported. This section
should also detail the current schedule status, delays and potential exposures, and
recovery efforts - The following information should also be included:
• Current overall project completion percentage vs. latest plan percentage.
• Completion percentages vs. latest plan percentages for major activities such as
right-of-way, major or critical design contracts, major or critical construction
contracts, and significant force accounts or task orders. A schedule status
description should also be included for each of these major or critical elements.
• Any delays or potential exposures to milestone and final completion dates. The
delays and exposures should be quantified, and overall schedule impacts assessed.
The reasons for the delays and exposures should be explained, and initiatives
being analyzed or implemented in order to recover the schedule should be detailed.
£ Project Cost. An updated cost spreadsheet reflecting the current forecasted cost vs. the
latest approved budget vs. the baseline budget should be included in this section. One way
to track project cost is to show: (1) Baseline Budget, (2) Latest Approved Budget, (3)
Current Forecasted Cost Estimate, (4) Expenditures or Commitments to Date, and (5)
Variance between Current Forecasted Cost and Latest Approved Budget. Line items
should include all significant cost centers, such as prior costs, right-of-way, preliminary
engineering, environmental mitigation, general engineering consultant, section design
contracts, construction administration, utilities, construction packages, force
accounts/task orders, wrap-up insurance, construction contingencies, management
contingencies, and other contingencies. The line items can be broken -up in enough detail
such that specific areas of cost change can be sufficiently tracked, and future
improvements made to the overall cost estimating methodology. A Program Total line
should be included at the bottom of the spreadsheet. Narratives, tables, and/or graphs
should accompany the updated cost spreadsheet, basically detailing the current cost status,
reasons for cost deviations, impacts ofcost overruns, and efforts to mitigate cost overruns.
The following information should be provided:
• Reasons for each line -item deviation from the approved budget, impacts resulting
from the deviations, and initiatives being analyzed or implemented in order to
recover any cost overruns.
• Transfer of costs to and from contingency line items, and reasons supporting the
transfers.
• Speculative cost changes that potentially may develop in the future, a quantified
dollar range for each potential cost change, and the current status o f the
speculative change. Also, a comparison analysis to the available contingency
amounts should be included, showing that reasonable and sufficient amounts of
contingency remain to keep the project within the latest approved budget.
• Detailed cost breakdown ofthe general engineering consultant (GEC) services (if
applicable), including such line items as contract amounts, task orders issued
(amounts), balance remaining for tasks, and accrued (billable) costs.
• Federal obligations and/or disbursements for the project, compared to planned
obligations and disbursements.
g. Certifications.
i. A certification that the Recipient is in compliance with 2 C.F.R. 200.303 (Internal
Controls) and 2 C.F.R. Part 200, Subpart F (Audit Requirements).
ii. The certification required under 2 C.F.R. 200.415(a).
3. Recipients are required to complete post -award reports per the terms and conditions o fthe award.
The types ofreports include financial, performance, and other types ofrequired reports.
4. End dates for reporting periods are 3/31, 6/30, 9/30, or 12/31, regardless of budget period start
dates. Deadlines for quarterly and semi-annual reports are no later than 30 days after the end of
the reporting period. Annual reports are due no later than 90 days after the end of the reporting
period. The Recipient shall provide all reporting deliverables detailed below:
Deliverable
Milestone Progress Performance Reports
Submit progress reports to monitor project progress and ensure
accountability and financial transparency, as well as to document activities
performed, anticipated activities, and any changes to schedule or
anticipated issues.
Federal Financial Report (FFR) (SF-425)
[ h e Federal Financial Report (SF-425) is a financial reporting form used
hroughout the Federal Government Grant system. Recipients shall
K:omplete this form and attach it to each quarterly Milestone Progress
!Performance Reports. The form is available at
his://www.l! rants.l! ov/forms/oost-award-reoorfnl!-forms.html.
Evaluation Plan
IDue Date
Quarterly (or semi-
annual if directed)
[ h e Recipient shall submit an evaluation plan and data management plan
hat provides an overview of how the project will be evaluated and how
he data collected will be managed and stored. The Evaluation plan and
Data Management plan shall include the following three sections:
a An overview of how fue proof -of -concept or prototype will be
evaluated and how fue data collected will be managed and stored.
b. A description of the anticipated impact areas (i.e. goals) of the
project if implemented at scale and the methods that will be used
to estimate the anticipated benefits and costs associated with
implementation.
c. Robust performance metrics and measurable targets based on the
project goals to inform whether the proof -of -concept or prototype
meets expectations and whether fu11 implementation would meet
program goals.
d The baseline data for each performance measure feat is identified
in the Performance Measure Table in Attachment A and a detailed
description of the data sources, assumptions, variability, and
estimated levels ofprecision for each performance measure.
Quarterly (or semi-
annual if directed)
Within 90 calendar days
after execution of this
Agreement.
Data Management Plan Within 90 calendar days
after execution ofthis
!Applicants are expected to account for data and performance reporting Agreement
including:
• Default to open access when appropriate (exceptions include
protecting personally identifiable information [PII], Indigenous
data sovereignty, or confidential business information [CBI]).
' Protect PII, intellectual property rights, and CBI.
' Utilize, when possible, open licenses and protect USDOT's non-
exclusive copyright to data and corresponding outputs.
' Make the source code or tools necessary to analyze the data
available to the public, if relevant.
• Provide relevant metadata (in a DCAT-US file, and, optionally, a
discipline -appropriate metadata standard file), and data
documentation (README.txt files, data dictionaries, code books,
supporting files, imputation tables, etc.); and,
' Where applicable, consider contributing data to voluntary
resources such as NHTSA's AV TEST Initiative.
' Projects should implement data management best practices
including, but not limited to, implementation ofpublished data
specifications and standards (formal and informal); increasing
data discoverability and data sharing; and enabling interaction of
systems, interoperability, and integration of data system
further guidance will be provided to assist applicants selected for a Stage
Grant to update their Data Management Plan.
Implementation Report Annual- Stage 1 grants
require a Draft report
[ he Recipient shall submit an Implementation report that assesses the due within 1 year of the
anticipated costs and benefits of the project and demonstrates the grant award.
feasibility of at -scale implementation. The Implementation Report shall
include the following five sections:
a A description of the anticipated deployment and operational
costs of the project as compared to the benefits and savings
from the project if implemented at scale.
b. The means by which the project has met the original
expectation, as projected in the grant application, including data
describing the means by which the project met the specific
goals.
c. Lessons learned and recommendations for future deployment
strategies to optimize transportation efficiency and multimodal
system performance.
d A description of the requirements for a successful at -scale
deployment and an assessment of the feasibility of at -scale
implementation.
e. An analysis of the success, challenges and validity of the initial
approach, any changes or improvements they would make in
Stage 2 ifrecommended for award and any challenges to
continued maintenance and operations in stage 2.
£ The performance measurement data for each performance
measure that is identified in the Performance Measure Table in
Attachment A.
Program Evaluation
As a condition of grant award, grant recipients may be required to
participate in an evaluation undertaken by USDOT or another agency or
partner. Evaluation may take different forms such as an implementation
assessment across grant recipients, an impact and/or outcomes analysis
of all the selected sites within or across grant recipients, or a benefit/cost
analysis or assessment ofreturn on investment. As a part of the
evaluation, as a condition of award, grant recipients must agree to
a Make records available to the evaluation contractor or USDOT
staff.
b. Provide access to program records, and any other relevant
documents to calculate costs and benefits.
c. In case of an impact analysis, facilitate the access to relevant
information as requested.
d Follow evaluation procedures as specified by the evaluation
contractor or USDOT staff.
As applicable
Reporting of Matters Related to Recipient Integrity and As applicable
Performance
Ifthe total value of selected applicant's currently active grants,
cooperative agreements, and procurement contracts from all Federal
awarding agencies exceeds $10,000,000 for any period o f time during
the period ofperformance ofthis Federal award, then the applicant
during that period o f time must maintain the currency of information
reported to the SAM that is made available in the designated integrity
and performance system (currently FAPIIS) about civil, criminal, or
administrative proceedings described in paragraph 2 of this award term
and condition.
This is a statutory requirement under section 872 of Public Law 110-
417, as amended (41 U.S.C. 2313). As required by section 3010 of
Public Law 111- 212, all information posted in the designated integrity
and performance system on or after April 15, 2011, except past
performance reviews required for Federal procurement contracts, will be
publicly available.
Tangible Personal Property Report (SF-428) As applicable
The recipient must report on the status ofpersonal property in which the
Federal Government retains an interest. Interim property reports may be
required at DOT discretion. A final personal property report is required
at closeout.
Real Property Status Report (SF-429) As applicable
The report is a multi -purpose form that DOT may require for general
reporting about real property acquired or constructed under a federal
award, as well as for recipients to make a request related to acquisition
or improvement of real property or to request disposition instructions. If
applicable, recipients shall submit this report in accordance with the
terms provided in 2 CFR § 200.329, no less frequently than annually.
Final Report Final report shall be
The Recipient shall submit (in a format to be provided by DOT) the submitted not later than
Recipient's assessment ofthe Grant Project to DOT within the Closeout 120 days after the end of
Process of the grant agreement. the period of
performance
Additional Reporting may be required As applicable
EXHIBITD
CERTIFICATION REGARDING INFLUENCING ACTIVITIES
CERTIFICATION FOR CONTRACTS, GRANTS, LOANS, AND COOPERATIVE
AGREEMENTS
The undersigned 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 any 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 influencing or attempting to influence 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
Influencing Activities," in accordance with its instructions.
3. The undersigned shall require that the language ofthis 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 Section 1352, Title 31, U.S. Code. Any person who fails to
file the required certification shall be subj ect to a civil penalty o f not less than $10,000 and not more
than $100,000 for each such failure.
EXHIBIT E FAA REGULATIONS
Innovative aviation projects must comply with all FAA and other federal, state, and local regulations
relevant to the technologies and usages thereof. For instance, in the case of innovative aviation projects
involving small, unmanned aircraft systems (UAS), applicants are responsible for complying with
regulations which may include, and are not limited to the following, as necessary to achieve desired
outcomes:
14 CFR Part 91 General Operating and Flight Rules
14 CFR Part 107 small UAS rule; Small UAS
UAS Operations over People rule; Operations Over People General Overview
UAS Remote identification rule; UAS Remote Identification Overview
Proponents of innovative aviation projects are also responsible for using U.S. government tools and
resources which may include, and are not limited to the following, as necessary to fulfill requirements
to operate technologies and achieve desired outcomes:
• FAA DroneZone, used to register UAS
• FAA Low Altitude Authorization and Notification Capability (LAANC), used to obtain
airspace authorization to fly in controlled airspace
• Part 107 Waiver Resources, used to enable more complex UAS operations
EXHIBITF
Communications Technology
Projects that use communications technologies must either:
1) use Vehicle -to -Everything (V2X) services that utilize Cellular Vehicle -to -Everything
(C-V2X) based technology designed to operate within the 30 MHz of spectrum (5.895 - 5.925
GHz) that are consistent with the rules established in waivers associated with Federal
Communications Commission (FCC) ET Docket No. 19-138 and future Report and Orders
effective at the time when the Department selects projects for funding under the FY22 SMART
Grants Program; -or
2) leverage other communications technologies that can support V2X services and
operate in spectrum outside of the 5.895 -5.925 GHz range.
EXHIBITG
Equipping or Retrofitting Motor Vehicles
Projects that involve equipping or retrofitting motor vehicles with additional technologies are only
eligible if the vehicles are publicly owned, leased, or used in a contracted service; equipping
privately owned and operated vehicles outside of a leased or contracted service is not an eligible
activity. Projects involving motor vehicles must involve only vehicles that comply with all
applicable Federal Motor Vehicle Safety Standards (FMVSSs) and Federal Motor Carrier Safety
Regulations (FMCSRs), or vehicles that are exempt from the requirements in a manner that allows
for the legal acquisition and operation of the vehicles in the proposed project.
EXHIBITH
Eligible Costs
Broadly, eligible activity costs must comply with the cost principles set forth in 2 CFR Part 200,
Subpart E (i.e., 2 CFR § 200.403 and § 200.405). USDOT reserves the right to make cost eligibility
determinations on a case -by -case basis. Eligible development and construction activities for grant
funding are the following:
• planning;
• feasibility analyses;
• revenue forecasting;
• environmental review;
• permitting;
• preliminary engineering and design work;
• systems development or information technology work;
• acquisition ofreal property (including land and improvements to land relating to an
eligible project);
• construction;
• reconstruction;
• rehabilitation;
• replacement;
• environmental mitigation;
• construction contingencies; and
• acquisition of equipment, including vehicles.
The following are not eligible costs for SMART Grants Program funding:
• reimbursement of any pre -award costs or application preparation costs of the SMART
grant application;
• traffic or parking enforcement activity; or
• purchase or lease of a license plate reader.
Federal funds may not be used to support or oppose union organizing, whether directly or as an offset for
other funds.
EXHIBIT I
Data Collection Requirements Data
Management
To fulfill the reporting requirements and in accordance with the USDOT Public Access Plan, award
recipients must consider, budget for, and implement appropriate data management for data and
information outputs acquired or generated during the grant. Applicants are expected to account for
data and performance reporting in their budget submission. Projects must:
• Defaulting to open access when appropriate (exceptions include protecting personally
identifiable information [PII], Indigenous data sovereignty, or confidential business
information [CBI]);
• Protecting PII, intellectual property rights, and CBI;
• Utilize, when possible, open licenses and protect USDOT' s non-exclusive copyright to
data and corresponding outputs;
• Make the source code or tools necessary to analyze the data available to the public, if
relevant;
• Provide relevant metadata (in a DCAT-US file, and, optionally, a discipline -appropriate
metadata standard file), and data documentation (README.txt files, data dictionaries,
code books, supporting files, imputation tables, etc.); and
• Where applicable, consider contributing data to voluntary resources such as NHTSA's
AV TEST Initiative.
Projects should implement data management best practices including, but not limited to,
implementation ofpublished data specifications and standards (formal and informal); increasing data
discoverability and data sharing; and enabling interaction of systems, interoperability, and integration
of data system.
EXHIBITJ
REPORTING REQUIREMENTS AND DUE DATES
1. Milestone Progress Performance Report (MPPR)
Quarterly, no later than 30 days after the reporting period end date. (Reporting period end
dates are 3/31, 6/30, 9/30, and 12/31).
Link to complete the report:
httos:Hforms.office.com/-Daces/resi)onseDaae.aspx?id=WvTNxPBEIUOhclihI0li3i Wilbptwl
VPig7K0bn3D0 IUOVRLRi VKSzBLRI YwWi OOMzMwUiRTNI UvUiOIOCNOPWcu
While you might not have detailed milestones to include in your first Q-MPPR, it is
recommended that you complete the report to the best of your ability. Additional details can
be included in the future Q-MPPR's.
2. Federal Financial Reports (FFRs) and
• Quarterly, no later than 30 days after the reporting period end date. (Reporting period end
dates are 3/31, 6/30, 9/30, and 12/31).
• Submit to:
smartreports(adot. Qov
3. Request for Reimbursement
• You shall not submit request for reimbursement invoices more frequently than monthly.
Link to submit:
httus://einvoice.esc. 2ov/
• Additional information:
Delphi access must be requested by the person who will be submitting the Invoices.
I fthere is the need to change the person who has access to Delphi, you must notify the SMART
Grant Manager, and provide the information in the exact format below:
PO NUMBER:
Company Name:
First and Last Name:
Email Address:
Agency: OST
You must include the SF270 for Non -construction or SF271 for Construction with your
reimbursement invoices to identify the Federal share and the recipient's share of costs,
together with supporting cost detail to clearly document all costs incurred.
If a request for reimbursement does not include or is not supported by sufficient details, the
USDOT may deny the request or withhold processing the request until you provide sufficient
detail.
If you have any issues with Delphi, or need additional assistance, contact Delphi customer
service at 1-866-641-3500, option 4, then option 3.
4. Evaluation Plan
• 90 days from the Period of Performance start date.
• Submit to:
smartreports(&,dot. gov
• Link to specific guidance on the completing the plan:
httDs://www.transt)ortation.2ov/sites/dot.2ov/files/2023 -
10/SMART Grant Recipient Guidance Eval Plan Oct23.Ddf
If you are unable to submit the report by the deadline, you must notify the SMART Grant
manager and request approval for an extension. You must identify the new date by which the
Plan would be submitted.
5. Data Management Plan
• 90 days from the Period of Performance start date.
• Submit to the online i)ortal(d),,httos://dmptool.org/
• Link to specific guidance on the completing the plan:
Grant Recinient_Guidance DMP 508.Ddf(transDortation.2ov)
• If you are unable to submit the report by the deadline, you must notify the SMART Grant
manager and request approval for an extension. You must identify the new date by which the
Plan would be submitted.
6. Implementation Report
• A draft version is due no later than 1 year from the Period of Performance start date.
• Submit to:
smartreDorts(&dot. 2ov
• Link to specific instructions:
SMART Grant ReciD_ Tent Guidance for the Implementation ReD_ ort I US Department of
Transportation
EXHIBIT D
CITY OF FORT WORTH
STANDARD INSURANCE REQUIREMENTS
(1) INSURANCE LIMITS
a. Commercial General Liability - Insured shall maintain commercial general
liability (CGL) and, if necessary, commercial umbrella insurance as follows:
$1,000,000 each occurrence
$2,000,000 aggregate
If such Commercial General Liability insurance contains a general aggregate
limit, it shall apply separately to this Project or location.
City shall be included as an additional insured with all rights of defense
under the CGL, using ISO additional insured endorsement or a
substitute providing equivalent coverage, and under the commercial
umbrella, if any. This insurance shall apply as primary insurance with
respect to any other insurance or self-insurance programs afforded to
City. The Commercial General Liability insurance policy shall have no
exclusions or endorsements that WOUId alter or nullify:
premises/operations, products/completed operations, contractual,
personal injury, or advertising injury, which are normally contained
within the policy, unless City specifically approves such exclusions h
writing.
ii. Insured waives all rights against City and its agents, officers, directors
and employees for recovery of damages to the extent these damages
are covered by the commercial general liability or commercial umbrella
liability insurance maintained h accordance with Agreement.
b. Business Auto - Insured shall maintain business auto liability and, if
necessary, commercial umbrella liability insurance as follows:
$1,000,000 each accident (or reasonably equivalent limits
of coverage if written on a split limits basis).
Such insurance shall cover liability arising out of "any auto", including owned,
hired, and non -owned autos, when said vehicle is used in the course of Insured's
business and/or the Project. If Insured owns no vehicles, coverage for hired or
non -owned autos is acceptable.
Insured waives all rights against City and its agents, officers, directors and
employees for recovery of damages to the extent these damages are
covered by the business auto liability or commercial umbrella liability
insurance obtained by Insured pursuant to this Agreement or under any
applicable auto physical damage coverage.
CFW Standard Insurance Requirements Page 1 of 3
Rev. 5.04.21
o Workers' Compensation - Insured shall maintain workers compensation and
employer's liability insurance and, if necessary, commercial umbrella liability
insurance as follows:
Coverage A statutory limits
Coverage D $100,000 each accident
$500,000 disease - policy limit
$100,000 disease - each employee
Insured waives all rights against City and its agents, officers, directors and
employees for recovery of damages to the extent these damages are
covered by workers compensation and employer's liability or commercial
umbrella insurance obtained by Insured pursuant to this Agreement.
d. Professional Liability (Errors & Omissions) - Insured shall maintain
professional liability insurance as follows:
$1,000,000 - Each Claim Limit
$2,000,000 - Aggregate Limit
Professional Liability coverage may be provided through an endorsement to
the Commercial General Liability policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other
requirements. Coverage shall be written on a claims -made basis, and
maintained for the duration of the contractual agreement and for five (5) years
following completion of services provided. The policy shall contain a retroactive
date prior or equal to the Effective Date of the Agreement or the first date of
services to be performed, whichever is earlier. An annual certificate of insurance
shall be submitted to City to evidence coverage.
(2) GENERAL INSURANCE REQUIREMENTS
a. Certificates of insurance evidencing that Insured has obtained all required
insurance shall be attached to Agreement concurrent with its execution. Any
failure to attach the required insurance documentation hereto shall not
constitute a waiver of the insurance requirements.
b. Applicable policies shall be endorsed to name City as an Additional Insured,
as its interests may appear, and must afford the City the benefit of any
defense provided by the policy. The term City shall include its employees,
officers, officials, and agents as respects the contracted services. Applicable
policies shall each be endorsed with a waiver of subrogation in favor of City
with respect to the Project.
a Certificate(s) of insurance shall document that insurance coverage limits
specified in this Agreement are provided under applicable policies
documented thereon. Insured's insurance policy(s) shall be endorsed to
provide that said insurance is primary protection and any self -funded or
CFW Standard Insurance Requirements Page2of3
Rev. 5.04.21
commercial coverage maintained by City shall not be called upon to
contribute to loss recovery. Insured's liability shall not be limited to the
specified amounts of insurance required herein.
d. Other than VII'Orker's compensation insurance, in lieu of traditional
insurance, City may consider alternative coverage or risk treatment
measures through insurance pools or risk retention groups. City must
approve in writing any alternative coverage for it to be accepted.
e. A minimum of thirty (30) days' notice of cancellation or material change h
coverage shall be provided to City. A ten (10) days' notice shall be acceptable
in the event of non-payment of premium.
f. Insurers must be authorized to do business in the State of Texas and have a
currentA.M. Best rating of A:VII or equivalent measure of financial strength
and solvency as determined by the City's Risk Management division.
g. Any deductible or self -insured retention in excess of $25,000 that \40uld
change or alter the requirements herein is subject to approval in writing by
City, if coverage is not provided on a first -dollar basis. City, at its sole
discretion, may consentto alternative coverage maintained through insurance
pools or risk retention groups. Dedicated financial resources or letters of credit
may also be acceptable to City.
h. h the course of the Agreement, Insured shall report, in a timely manner, to
City's Risk Management Department with additional notice to the Contract
Compliance Manager, any known loss or occurrence which could give rise
to a liability claim or lawsuit against City or which could result in a property
loss.
L City shall be entitled, upon its request and without incurring expense, to
review Insured's insurance policies including endorsements thereto and, at
City's discretion, Insured may be required to provide proof of insurance
premium payments.
j. Lines of coverage, other than Professional Liability, underwritten on a claims -
made basis, shall contain a retroactive date coincidentwith or priorto the date
of this Agreement. The certificate of insurance shall state both the retroactive
date and that the coverage is claims -made.
k Coverages, whether written on an occurrence or claims -made basis, shall be
maintained without interruption nor restrictive modification or changes from
date of commencement of the Project until final payment and termination of
any coverage required to be maintained after final payments.
L City shall not be responsible for the direct payment of any insurance
premiums required by Agreement.
m. Subcontractors of Insured shall be required by Insured to maintain the same
or reasonably equivalent insurance coverage as required for Insured. Upon
City's request, Insured shall provide City with documentation thereof.
CFW Standard Insurance Requirements Page3of3
Rev. 5.04.21
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 08/13/24 M&C FILE NUMBER: M&C 24-0656
LOG NAME: 20US DOT SMART GRANT PROJECT
SUBJECT
(CD 10) Authorize Execution of a Professional Services Agreement with TruWeather Solutions. Inc. in an Amount Up to $1,800,001.00 to
Administer the Strengthening Mobility and Revolutionizing Transportation Grant
RECOMMENDATION:
It is recommended that the City Council authorize execution of a professional services agreement with TruWeather Solutions, Inc. in the amount up
to $1,800,001.00 to administer the Strengthening Mobility and Revolutionizing Transportation Grant project (City Project No.105688).
DISCUSSION:
In March of 2024, the United States Department of Transportation (US DOT) awarded the City of Fort Worth a $2,000,000.00 grant for the US DOT
Strengthening Mobility and Revolutionizing Transportation (SMART) Grant Project (M&C 24-0573). The SMART Grant is part of the Bipartisan
Infrastructure Bill and was awarded to 34 agencies across the country, with Fort Worth being the only city in Texas to receive the grant. The projects
funded by this grant aim to advance smart infrastructure and improve transportation efficiency and safety by deploying and testing weatherization
sensors in the autonomous corridor for autonomous freight and advanced air mobility. The goal is to demonstrate how a network of low -altitude,
and surface weather sensors can be integrated into micro -weather models, providing a refined and consistent picture of air and road conditions
for efficient intermodal routing decisions.
TruWeather Solutions Inc. is the initiator of the approved grant and the creator of the software necessary to administer the grant as proposed. They
qualify for the Sole Source Exemption listed under Texas Local Government Code 252. The 252 exemption form has been approved and signed
by the City Attorney.
Funding is budgeted in the Transportation and Public Works Departments Grants Operating Fund for the purpose of the US DOT SMART
WEATHERIZATION Grant, as appropriated.
Business Equity Goal was waived due to the sole sourcing nature of the project scope.
The US DOT SMART Grant is located in Council District 10.
FISCAL INFORMATION/ CERTIFICATION:
The Director of Finance certifies that funds are available in the current operating budget, as previously appropriated, in the Grants Operating
Federal Fund to support the approval of the above recommendation and execution of a professional services agreement. Prior to any expenditure
being incurred, the Transportation and Public Works Department has the responsibility to validate the availability of funds. This is a reimbursement
grant.
Submitted for Citv Manaaer's Office bv: Jesica McEachern 5804
Originatina Business Unit Head: Lauren Prieur 6035
Additional Information Contact: Monty Hall 8662
Kelly Porter 7259
Expedited
105688-EPAG- US DOT SMART
WEATHERIZATION
Final Audit Report
Created: 2024-10-09
By: Barbara Pryor (Barbara.Pryor@fortworthtexas.gov)
Status: Canceled / Declined
Transaction ID: CBJCHBCAABAAnZgYXov1 ildNJpZFprVBGeACBKCoY_Cz
2024-10-18
"105688-EPAG- US DOT SMART WEATHERIZATION" History
Document created by Barbara Pryor (Barbara.Pryor@fortworthtexas.gov)
2024-10-09 - 3:37:27 PM GMT- IP address: 204.10.90.100
Form filled by Barbara Pryor (Barbara.Pryor@fortworthtexas.gov)
Form filling Date: 2024-10-09 - 3:46:34 PM GMT - Time Source: server- IP address: 204.10.90.100
Document emailed to Armond Bryant (armond.bryant@fortworthtexas.gov) for filling
2024-10-09 - 3:46:36 PM GMT
Email viewed by Armond Bryant (armond.bryant@fortworthtexas.gov)
2024-10-09 - 4:03:49 PM GMT- IP address: 204.10.90.100
Form filled by Armond Bryant (armond.bryant@fortworthtexas.gov)
Form filling Date: 2024-10-09 - 4:04:01 PM GMT - Time Source: server- IP address: 204.10.90.100
e. Document emailed to Kelly Porter (kelly.porter@fortworthtexas.gov) for filling
2024-10-09 - 4:04:04 PM GMT
Email viewed by Kelly Porter (kelly.porter@fortworthtexas.gov)
2024-10-09 - 4:12:27 PM GMT- IP address: 204.10.90.100
Oc, Form filled by Kelly Porter (kelly.porter@fortworthtexas.gov)
Form filling Date: 2024-10-09 - 4: 12:42 PM GMT - Time Source: server- IP address: 204.10.90.100
e. Document emailed to Jesica McEachern Uesica.mceachern@fortworthtexas.gov) for signature
2024-10-09 - 4:12:44 PM GMT
Email viewed by Jesica McEachern Uesica.mceachern@fortworthtexas.gov)
2024-10-18 - 3:35:06 PM GMT- IP address: 204.10.90.100
A Document declined by Jesica McEachern Uesica.mceachern@fortworthtexas.gov)
Decline reason: Please see e-mail to Barbara Pryor for corrections. Thank you, JLM
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FORT WORTH.
Routing and Transmittal Slip
Transportation & Public Works
Department
DOCUMENT TITLE• Professional Servies Agreement with TruWeather Solutions
M&C:
24-0656 CPN:
105288 CSO:
DOC#:
Date:
To:
Name
Department
Initials
Date Out
Howard M. Loonan
1.
Howard.LoonanOtruweathersolutions.com Vendor
Signed 10/8/24
2.
Armond Bryant
PM Initial
15 AE
Oct 9, 2024
3.
Kelly Porter
Program Manager Initial
OCt 9, 2024
4.
Lauren Prieur
Director Initial
Approved in Agiloft
10/8/24
5.
Jesica McEachern
ACM
GW`
OCt 21, 2024
6.
Doug Black
Legal
Oct 21, 2024
PB�
7.
Jannette Goodall
CSO
J�
OCt 21, 2024
8.
9.
10.
DOCUMENTS FOR CITY MANAGER'S SIGNATURE: All documents received from any
and all City Departments requesting City Manager's signature for approval MUST BE ROUTED
TO THE APPROPRIATE ACM for approval first. Once the ACM has signed the routing slip,
David will review and take the next steps.
NEEDS TO BE NOTARIZED: ❑YES ®No
RUSH: ❑YES ®No SAME DAY: ❑YES ❑No NEXT DAY: ❑YES ❑No
ROUTING TO CSO: ❑YES ❑No
Action Required:
❑ As Requested
❑ For Your Information
® Signature/Routing and or Recording
❑ Comment
❑ File
❑ Attach Signature, Initial and Notary Tabs
Return To: TPWContracts(a)FortWorthTexas.�zov at ext. 7233 or 8363, for pick up when
completed. Thank you!
Updated 0111212024 mdhm