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HomeMy WebLinkAboutContract 61353-A2CSC No. 61353-A2 AMENDMENT No.2 TO CITY SECRETARY CONTRACT No. 61353 WHEREAS, the City of Fort Worth (CITY) and Transystems Corporation dba Transystems Corporation Consultants, (CONSULTANT) made and entered into City Secretary Contract Number 61353 ("Contract") which was administratively authorized on the 1It day of May, 2024 in the amount of $95,000.00; and WHEREAS, the CITY and CONSULTANT made an amendment to the Contract which was authorized by M & C 24-0564 on the 25t" day of June 2024 in the amount of $1,295,000. WHEREAS, the CITY is requesting the CONSULTANT's assistance for the Strengthening Mobility and Revolutionizing Transportation Grant ("SMART Grant" CPN: 105688). WHEREAS, it has become necessary to execute Amendment No. 02 to the CONTRACT to include an increased scope of work, and revised fee and to include the SMART Grant terms and conditions for the portion of funds compensated by the SMART Grant. NOW THEREFORE, CITY and CONSULTANT, acting herein by and through their duly authorized representatives, enter into the following agreement, which amends the contract: 1. Article I of the CONTRACT is amended to include the additional services specified in the scope of work attached hereto and incorporated herein. The cost to the City for the additional, eligible services to be performed by CONSULTANT totals a fee not to exceed $90,000. 2. Article II of the CONTRACT is amended to provide for an increase in the fee to be paid to the CONSULTANT for all work and services performed under the SMART Grant portion of the CONTRACT, as amended, so that the total fee paid by the CITY for all work and services, including from the SMART Grant, shall be an amount of $1,480,000.00. 3. This amendment will add the General Terms and Conditions for the SMART Grant scope of work and funding to be paid to the CONSULTANT by the CITY. The SMART Grant General Terms City of Fort Worth, Texas Prof Services Agreement Template OFFICIAL RECORD Revision Date 03/08/2024 CITY SECRETARY Page 1 of 2 FT. WORTH, TX and Conditions are attached hereto and incorporated herein. All other provisions of the CONTRACT, which are not expressly amended herein, shall remain in full force and effect. EXECUTED and EFFECTIVE as of the date subscribed by the City's designated Assistant City Manager. APPROVED: City of Fort Worth Jesica McEachern Assistant City Manager DATE: Nov 7, 2024 44 b ATTEST: p o� FORrad� e moo o a0,o _Fa OVa o=d V ��4 TEXAS a dbnnoob°� a Jannette Goodall City Secretary APPROVED AS TO FROM and LEGALITY: fj Douglas Black (Oct 29, 2024 12:23 CDT) Douglas W. Black Sr. Assistant City Attorney City of Fort Worth, Texas Prof Services Agreement Template Revision Date 03/08/2024 Page 2of2 Transystems Corporation dba Transystems Corporation Consultants Chad Gaither„ P.E. Principal/Central Region Director 9-26-2024 DATE: M & C: N/A Date: N/A OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX 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 Staff Aucimentation for Permit Coordination CONSULTANT will provide staff augmentation for collaboration with all the permitting agencies required to implement the project scope. The CONSULTANT will participate in the monthly team meetings to provide comments about the project as it relates to their tasks II. The CONSULTANT will coordinate with TxDOT and obtain any required permitting, including preparing any lanes closure traffic control plans that may be required. III. The CONSULTANT will respond to questions associated with obtaining the NEPA clearance. IV. The CONSULTANT will coordinate with the City of Fort Worth for any street use or otherwise permits that be me required. V. The CONSULTANT will coordinate with any other agencies, and/or property owners whose permission is required to perform the duties of the grant scope. Task 2 Outreach and Collaboration The CONSULTANT will serve as staff augmentation for the general marketing, outreach and Collaboration efforts associated with the project scope. The CONSULTANT will schedule and host up to two (2) public meetings to provide an opportunity for public input. This work effort will include preparing project graphics and presentations for stakeholder meetings. Develop and provide project summary sheets, meeting agenda and meeting notes. II. The CONSULTANT will develop project information for inclusion on the City's web site, including graphics and project budget information. III. The CONSULTANT will prepare responds to public information requests. Task 3 Other Duties as Assicined The CITY will provide the following services to the CONSULTANT in the performance of the PROJECT uponrequest: City of Fort Worth, Texas Attachment A Revision Date July 22, 2021 Page 1 of 2 I. Provide any existing data the CITY has on file concerning the PROJECT including GIS data, aerial photography, and contour data, if available. II. Provide any available Record Drawings for existing streets and drainage facilities, if available and needed. III. Provide any available Record Drawings for existing water and sanitary sewer mains, if available and needed. IV. Assist the CONSULTANT, as necessary, in obtaining any required data and information from local franchise utility companies. V. Assist the CONSULTANT by coordinating with the franchise utility companies and addressing potential conflicts prior to field equipment installation. VI. Assist the CONSULTANT by requiring appropriate utility companies to expose underground utilities within the Right -Of -Way, if/when required. VII. Give prompt written notice to CONSULTANT whenever CITY observes or otherwise becomes aware of any development that affects the scope or timing of the CONSULTANT 's services. Task 4: Additional Services not included in the existinq 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 Attachment A Revision Date July 22, 2021 Page 2 of 2 ATTACHMENT B COMPENSATION Design Services for US DOT SMART Grant City Project No. 105688 Lump Sum Project Compensation A. The CONSULTANT shall be compensated a total lump sum fee of $90,000.00 as summarized in Exhibit B-1 — CONSULTANT 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 II - 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 Attachment B Revision Date December 9, 2022 Page 1 of 2 IV. Summary of Total Project Fees Firm Primary Responsibility Prime Consultant TranSystems Corporation Proposed MWBE Sub -Consultants Pavlik & Associates Non-MWBE Consultants Project Number & Name Not Applicable City MWBE Goal = 13% City of Fort Worth, Texas Attachment B Revision Date December 9, 2022 Page 2 of 2 Fee Amount $32,400 36% $57,600 64% TOTAL $ 90,000 100% Total Fee MWBE Fee MWBE % $ $ % Consultant Committed Goal = 15 % 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 Revolutionizng Transportation (SMART) Grant Program shown below. City of Fort Worth, Texas Attachment C Revision Date May 19, 2010 Page 1 of 1 Alliance Corridor SMART Implementation Support ID Task Task Name Duration Start Finish e Mode 1 + Grant Implementation Support 540 days Mon 9/9/24 Fri 10/2/26 2 yjR 1.0 Project Management 540 days Mon 9/9/24 Fri 10/2/26 3 W* 2.0 Monthly Progress Calls 510 days Mon 9/9/24 Fri 8/21/26 4 W4 3.0 Stakeholder Coordination / 540 days Mon 9/9/24 Fri 10/2/26 Public Outreach 5 ® 4.0 Permitting 90 days Mon 7/7/25 Fri 11/7/25 6 5.0 Quarterly Project Report 475 days Mon 12/9/24 Fri 10/2/26 Assist ATTACHMENT D Predecessors I4th Quarter 1st Quarter 12nd uartr 3rd Quarter I4th tarter 1st Quarter 12nd uartr 3rd Quartei 4th quarter Seo Oct Nov Dec Jan Feb Mar Aor Mav Jun Jul Auo Seo Oct Nov Dec lan Feb Mar Aor Mav Jun Jul l Aua Seo Oct Nov Dec Task Project Summary r r Manual Task Start -only E Deadline 1 Project: City Project # Split Inactive Task Duration -only Finish -only ] Progress Date: Mon 8/19/24 Milestone ♦ Inactive Milestone Manual Summary Rollup External Tasks Manual Progress Summary r r Inactive Summary ^ Manual Summary r I External Milestone Page 1 ATTACHMENT E TASK ORDER - PROJECT LOCATION for Project 105688 City of Fort Worth E .d / / • r / © RESILIENT INTEG/ INTE.-.. AL DEPOT WITH BNSF AL / ALLIANCE lecLe®awN I }TXAS w ST lw KE � r E �L x — i O EXHIBIT F 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 would 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 in 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 bythe commercial general liability or commercial umbrella liability insurance maintained in 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 c. 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 B: $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. c. 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 Page 2 of 3 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 worker'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 in 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 current A.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 would 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 consent to alternative coverage maintained through insurance pools or risk retention groups. Dedicated financial resources or letters of credit may also be acceptable to City. h. In 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. i. 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 coincident with 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. I. 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 Page 3 of 3 Rev. 5.04.21 DATE (MMIDDIYYYY) ACORO® CERTIFICATE OF LIABILITY INSURANCE 10/1/2024 4/4/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER 1_,ockton Companies I CONTACT NAME: 444 W. 47th Street, Suite 900 PHONE FAX A/C No. Ext): (A/C, No): Kansas City MO 64112-1906 E-MAIL (816)960-9000 ADDRESS: kcasu@lockton.com INSURED TRANSYSTEMS CORPORATION 1047806 DBA TRANSYSTEMS CORPORATION CONSULTANTS 500 W. 7TH STREET, SUITE 1100 FORT WORTH TX 76102 INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: The Continental Casualty Company 20443 INSURER B : INSURER C : INSURER D : I INSURER E : INSURER F : COVERAGES TRASY01 CERTIFICATE NUMBER: 20472112 REVISION NUMBER: XXXXXXX THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) COMMERCIAL GENERAL LIABILITY NOT APPLICABLE = CLAIMS -MADE F71 OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: � PRO - POLICY❑ LOC JECT OTHER: AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED AUTOS ONLY AUTOS ONLY UMBRELLA LAB HCLAIMS-MADE OCCUR EXCESS LAB DED I I RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECU I VE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below A PROFESSIONAL LIABILITY YIN ❑ N/A EACH OCCURRENCE $ XXXXXXX DAMAGE TO RENTED PREMISES (Ea occurrence) $ XXXXXXX MED EXP (Any one person) $ XXXXXXX PERSONAL & ADV INJURY $ XXXXXXX GENERAL AGGREGATE $ XXXXXXX PRODUCTS - COMP/OP AGG $ XXXXXXX NOT APPLICABLE (EaBINEDtSINGLE LIMIT $XXXXXXX BODILY INJURY (Per person) $ XXXXXXX BODILY INJURY (Per accident) $ XXXXXXX PROPERTY DAMAGE (Per accident) $XXXXXXX $XXXXXXX NOT APPLICABLE EACH OCCURRENCE $ XXXXXXX AGGREGATE $ XXXXXXX $XXXXXXX NOT APPLICABLE PER OTH- STATUTE I I ER E.L. EACH ACCIDENT $ XXXXXXX E.L. DISEASE - EA EMPLOYEE $ XXXXXXX E.L. DISEASE - POLICY LIMIT $ XXXXXXX N N AEH591904307 10/1/2023 10/1/2024 $1,000,000 EACH CLAIN & $2,000,000 IN ANNUAL AGGREGATE FOR ALL PROJECTS DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: B202230110 GENERAL CONSULTING CONTRACT CPN# 105288. CERTIFICATE HOLDER CANCELLATION See Attachment SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 20472112 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN THE CITY OF FORT WORTH ACCORDANCE WITH THE POLICY PROVISIONS. TRANSPORTATION AND PUBLIC WORKS 200 TEXAS AVE AUTHORIZED REPRESENTATIVg' FORTH WORTH TX 76102 Iff f� I © 1988 015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD Attachment Code: D480599 Certificate ID: 20472112 Professional Liability and Pollution Incident Liability Insurance Policy Endorsement Policy Number: AEH591904307 NOTICE ENDORSEMENT - NOTICE OF CANCELLATION, NON -RENEWAL OR REDUCTION IN LIMITS WHERE REQUIRED BY WRITTEN CONTRACT It is understood and agreed that if the Named Insured has agreed in a written contract with its client to provide such client with notice of cancellation or non -renewal of this Policy, or notice of a reduction in the Limits of Liability of this Policy by endorsement during the policy term, the Insurer will provide such notice of cancellation, non -renewal or reduction in Limits to the client as set forth herein. Within ten (10) business days of the Insurer's request, the Named Insured will deliver to the Insurer, or cause to be delivered by the broker or agent of record, a list acceptable to the Insurer containing the names and addresses of all entities entitled to receive notice. If the list is not provided to the Insurer within such time period, the Insurer will not provide notification. The Insurer will assume that the list provided to the Insurer by the Named Insured or the broker is a complete and accurate list of certificate holders. Only those persons or entities listed on the schedule will receive notification. The Insurer will keep no other record of any certificate holders in the Insurer's file. Such notice will be delivered to such client at the address recorded by certificate on file with the broker or agent of record and provided to the Insurer. With respect to cancellation or on -renewal of this Policy, the Insurer will provide the Named Insured's client with the greater of: (1) Thirty (30) days' notice; or (2) The number of days' notice set forth in the applicable State Provisions endorsement attached to this Policy in accordance with the Cancellation/Non-Renewal condition of the Policy. With respect to a reduction in the Limits of Liability of this Policy by endorsement during the policy term, the Insurer will provide the Named Insured's client with the lesser of: (1) Thirty (30) days' notice; or (2) The number of days' notice required in the Named Insured's contract with such client. The Insurer's failure to provide such notification will not extend the Policy cancellation date, negate cancellation or non -renewal of the Policy, invalidate any endorsement to the Policy or be cause for legal action against the Insurer. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy. Form No: CNA83699XX (11-2015) ® DATE (MM/DD/YYYY) ACORDCERTIFICATE OF LIABILITY INSURANCE �� 10/1/2024 I 4/4/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER LOckton Companies I CONTACT NAME: 444 W. 47th Street, Suite 900 I PHONE FAX LAICKansas City MO 64112-1906 I E-M No. Extl: (A/C, No): MAIL (816)960-9000 ADDRESS: kcasu@lockton.com I INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Zurich American Insurance Company 16535 INSURED T RANSYST.EMS CORPORATION INSURER B : 1079870 DBA TRANSYSTEMS CORPORATION CONSULTANTS I INSURER C : 500 W. 7TH STREET, SUITE 1100 I INSURER D : FORT WORTH TX 76102 I INSURER E : INSURER F : COVERAGES TRASY01 CERTIFICATE NUMBER: 20472064 REVISION NUMBER: XXXXXXX THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP WLIMITS LTR INSD WVD POLICY NUMBER (MM/DDIYYYYI (MMIDD/YYI A X COMMERCIAL GENERAL LIABILITY = CLAIMS -MADE Fx] OCCUR X SEVERABILITY X CLAUSE GEN'L AGGREGATE LIMIT APPLIES PER: POLICY � PRO ❑ LOC JECT OTHER: A AUTOMOBILE LIABILITY X ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS X HIRED NON -OWNED AUTOS ONLYAUTOS ONLY M UMBRELLA LAB OCCUR HCLAIMS-MADE EXCESS LIAB DED I I RETENTION $ Y Y GL03707153 Y y BAP3707150 WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? ❑ N / A (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below NOT APPLICABLE NOT APPLICABLE 10/1/2023 10/1/2024 1 EACH OCCURRENCE $ 2,000,000 DAMAGE TO RENTED PREMISES Ea occurrence) $ 1,000,000 MED EXP (Any one person) $ 25,000 PERSONAL & ADV INJURY $ 2,000,000 GENERAL AGGREGATE $ 4,000,000 PRODUCTS - COMP/OP AGG $ 4,000,000 10/1/2023 10/1/2024 COMBINED SINGLE LIMIT (Ea accident) $ 2,000,000 BODILY INJURY (Per person) $ XXXXXXX BODILY INJURY (Per accident) $ XXXXXXX PROPERTY DAMAGE (Per accident) $ XXXXXXX $XXXXXXX EACH OCCURRENCE $ XXXXXXX AGGREGATE $ XXXXXXX $XXXXXXX PER STATUTE ERH E.L. EACH ACCIDENT $ XXXXXXX E.L. DISEASE - EA EMPLOYEE $ XXXXXXX E.L. DISEASE - POLICY LIMIT $ XXXXXXX DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: B202230110 GENERAL CONSULTING CONTRACT CPN# 105288. THE CITY OF FORT WORTH, ITS EMPLOYEES, OFFICERS AND OFFICIALS ARE ADDITIONAL INSURED ON GENERAL LIABILITY AND AUTO LIABILITY, ON A PRIMARY, NON-CONTRIBUTORY BASIS, IF REQUIRED BY WRITTEN CONTRACT. WAIVER OF SUBROGATION IN FAVOR OF THE ADDITIONAL INSURED APPLIES ON GENERAL LIABILITY AND AUTO LIABILITY, IF REQUIRED BY WRITTEN CONTRACT AND WHERE ALLOWED BY LAW. COVERAGE IS SUBJECT TO THE TERMS AND CONDITIONS OF THE POLICY. CERTIFICATE HOLDER CANCELLATION See Attachments SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 20472064 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN THE CITY OF FORT, WORTH ACCORDANCE WITH THE POLICY PROVISIONS. TRANSPORTATION AND PUBLIC WORKS ,.,� 200 TEXAS AVE AUTHORIZED REPRESENTATIVE/ FORTH WORTH TX 76102 i © 1988-1015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Miscellaneous Attachment: M463275 Certificate ID: 20472064 POLICY NUMBER: GL03707153 Blanket Notification to Others of Cancellation 19 or Non -Renewal ZURICH THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part A. If we cancel or non -renew this Coverage Part by written notice to the first Named Insured, we will mail or deliver notification that such Coverage Part has been cancelled or non -renewed to each person or organization shown in a list provided to us by the first Named Insured if you are required by written contact or written agreement to provide such notification. However, such notification will not be mailed or delivered if a conditional notice of renewal has been sent to the first Named Insured. Such list: 1. Must be provided to us prior to cancellation or non -renewal; 2. Must contain the names and addresses of only the persons or organizations requiring notification that such Coverage Part has been cancelled or non -renewed; and 3. Must be in an electronic format that is acceptable to us. B. Our notification as described in Paragraph A. of this endorsement will be based on the most recent list in our records as of the date the notice of cancellation or non -renewal is mailed or delivered to the first Named Insured. We will mail or deliver such notification to each person or organization shown in the list: 1. Within seven days of the effective date of the notice of cancellation, if we cancel for non-payment of premium; or 2. At least 30 days prior to the effective date of: a. Cancellation, if cancelled for any reason other than nonpayment of premium; or b. Non -renewal, but not including conditional notice of renewal. C. Our mailing or delivery of notification described in Paragraphs A. and B. of this endorsement is intended as a courtesy only. Our failure to provide such mailing or delivery will not: 1. Extend the Coverage Part cancellation or non -renewal date; 2. Negate the cancellation or non -renewal; or 3. Provide any additional insurance that would not have been provided in the absence of this endorsement. D. We are not responsible for the accuracy, integrity, timeliness and validity of information contained in the list provided to us as described in Paragraphs A. and B. of this endorsement. All other terms and conditions of this policy remain unchanged. U-GL-1521-A CW (10/12) Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Miscellaneous Attachment: M463276 Certificate ID: 20472064 POLICY NUMBER: BAP3707150 Blanket Notification to Others of Cancellation or Non -Renewal THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial Automobile Coverage Part A. If we cancel or non -renew this Coverage Part by written notice to the first Named Insured, we will mail or deliver notification that such Coverage Part has been cancelled or non -renewed to each person or organization shown in a list provided to us by the first Named Insured if you are required by written contract or written agreement to provide such notification. However, such notification will not be mailed or delivered if a conditional notice of renewal has been sent to the first Named Insured. Such list: 1. Must be provided to us prior to cancellation or non -renewal; 2. Must contain the names and addresses of only the persons or organizations requiring notification that such Coverage Part has been cancelled or non -renewed; and 3. Must be in an electronic format that is acceptable to us. B. Our notification as described in Paragraph A. of this endorsement will be based on the most recent list in our records as of the date the notice of cancellation or non -renewal is mailed or delivered to the first Named Insured. We will mail or deliver such notification to each person or organization shown in the list: 1. Within ten days of the effective date of the notice of cancellation, if we cancel for non-payment of premium; or 2. At least 30 days prior to the effective date of: a. Cancellation, if cancelled for any reason other than nonpayment of premium; or b. Non -renewal, but not including conditional notice of renewal. C. Our mailing or delivery of notification described in Paragraphs A. and B. of this endorsement is intended as a courtesy only. Our failure to provide such mailing or delivery will not: 1. Extend the Coverage Part cancellation or non -renewal date; 2. Negate the cancellation or non -renewal; or 3. Provide any additional insurance that would not have been provided in the absence of this endorsement. D. We are not responsible for the accuracy, integrity, timeliness and validity of information contained in the list provided to us as described in Paragraphs A. and B. of this endorsement. All other terms and conditions of this policy remain unchanged. U-CA-388-A CW (07/94) Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Client#: 1890924 TRANSCOR9 YYYY) ACORDT. CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDDI4/04M/DD/ THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). PRODUCER I NAME: Janelle M. Darling USI Insurance Services, LLC I PHONE 952-322-9046 FAX 952-945-9477 (A/C No, Ext): (A/C, No): 8000 Norman Center Dr, Suite 400 E-M�IIL ADDRESS: Janelle.Darling@usi.com Bloomington, MN 55437 INSURER(S) AFFORDING COVERAGE NAIC # 612 509-1001 Zurich American Insurance Company 16535 INSURER A : p y INSURED INSURER B TranSystems Corporation dba TranSystems Corporation Consultants INSURER C 500 West Seventh Street, Suite 1100 INSURER D Fort Worth, TX 76102 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTRA R TYPE OF INSURANCE D SUB POLICY NUMBER POLICY EFF POLICY EXP LIMITS (MM/DD/YYYY) (MM/DD/YYYY) COMMERCIAL GENERAL LIABILITY ICLAIMS -MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY ECT LOC OTHER: AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED AUTOS ONLY AUTOS ONLY UMBRELLA LAB OCCUR EXCESS LAB CLAIMS -MADE DED RETENTION $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? F7N N / A (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS - COMP/OPAGG COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE $ (Per accident) EACH OCCURRENCE $ (AGGREGATE $ Y WC790204603 10/01/2023 10/01/202 X ISTATUTF FORH E.L. EACH ACCIDENT $2,000,000 All States except E.L. DISEASE - EA EMPLOYEE $2,000,000 ND, OH, WA and WY E.L. DISEASE - POLICY LIMIT $2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) All States coverage except in ND, OH, WA and WY. The workers compensation policy provides Blanket Waiver of Subrogation and Alternate Employer when required by written contract, except as prohibited by law. The workers compensation policy includes an endorsement providing that 30 days notice of cancellation for (See Attached Descriptions) CERTIFICATE HOLDER The City of Fort Worth Attn: Kelly Porter Transportation and Public Works 200 Texas Ave Fort Worth, TX 76102 CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) 1 of 2 The ACORD name and logo are registered marks of ACORD #S44340024/M42311676 PWSZP DESCRIPTIONS (Continued from Page 1) reasons other than non-payment of premium and 10 days notice of cancellation for non-payment of premium will be given to the Certificate Holder by the Insurance Carrier. The following endorsements apply to the names/projects/events listed below only if required by written contract or agreement or agreement: WC000313 Waiver of Our Right to Recover from Others Endorsement (Blanket Waiver of Subrogation) WC040306 Waiver of Our Right to Recover from Others Endorsement California (Blanket Waiver of Subrogation) WC420304B Texas Waiver of Our Right to Recover from Others Endorsement (Blanket Waiver of Subrogation) UWC3083ACW Broad Form Named Insured Endorsement WC000301A Alternate Employers Endorsement WC990635 Notification To Others Of Cancellation, Nonrenewal Or Reduction Of Insurance Endorsement WC990646 Illinois Blanket Notification To Others Of Cancellation or Nonrenewal Endorsement WC000311A Voluntary Compensation & Employers Liability Coverage Endorsement WC040305 Voluntary Compensation & Employers Liability Coverage Endorsement - California UWC198C Foreign Voluntary Compensation & Employers Liability Coverage Endorsement WC000106A Longshore & Harbor Workers' Compensation Act Coverage Endorsement WC040101A Longshore & Harbor Workers' Compensation Act Coverage Endorsement California The waiver of subrogation coverage indicated by the box checked above is provided by the forms listed that only extend coverage if required of the insured by a written contract or agreement. PROJECT NUMBER: B202230110 PROJECT NAME: General Consulting Contract CPN #105288 WAIVER OF SUBROGATION: The City of Fort Worth SAGITTA 25.3 (2016/03) 2 of 2 #S44340024/M42311676 WC790204603 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY U-WC-3083-A CW (08/17) BROAD FORM NAMED INSURED ENDORSEMENT The employer named in Item 1 of the Information Page includes any corporation, subsidiary, firm, organization, partnership or any other entity as existed, as now exists, or may hereafter be controlled, formed or acquired where the employer named in Item 1 of the Information Page has ownership or management control for providing insurance. This endorsement does not apply to bodily injury by accident or bodily injury by disease: a. If an insured under this policy is also an insured under another policy or would be an insured under such policy but for its termination or upon the exhaustion of its limits of insurance; or b. That results from an accident or disease that occurred before you acquired or formed the organization. All other terms, conditions, provisions and exclusions of this policy remain the same. U-WC-3083-A CW (08117) Page 1 of 1 This page has been left blank intentionally. WC790204603 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 01 06 A (Ed. 4-92) LONGSHORE AND HARBOR WORKERS' COMPENSATION ACT COVERAGE ENDORSEMENT This endorsement applies only to work subject to the Longshore and Harbor Workers' Compensation Act in a state shown in the Schedule. The policy applies to that work as though that state were listed in Item 3.A. of the Information Page. General Section C. Workers' Compensation Law is replaced by the following: C. Workers' Compensation Law Workers' Compensation Law means the workers or workmen's compensation law and occupational disease law of each state or territory named in Item 3.A. of the Information Page and the Longshore and Harbor Workers' Compensation Act (33 USC Sections 901-950). It includes any amendments to those laws that are in effect during the policy period. It does not include any other federal workers or workmen's compensation law, other federal occupational disease law or the provisions of any law that provide nonoccupational disability benefits. Part Two (Employers Liability Insurance), C. Exclusions., exclusion 8, does not apply to work subject to the Longshore and Harbor Workers' Compensation Act. This endorsement does not apply to work subject to the Defense Base Act, the Outer Continental Shelf Lands Act, or the Nonappropriated Fund Instrumentalities Act. Schedule Longshore and Harbor Workers' State Compensation Act Coverage Percentage AK 31 AL 31 AR 84 AZ 58 CO 84 CT 50 DC 25 DE 110.36 FL 58 GA 50 HI 57 IA 32 ID 82 IL 56 The rates for classifications with code numbers not followed by the letter 7" are rates for work not ordinarily subject to the Longshore and Harbor Workers' Compensation Act. If this policy covers work under such classifications, and if the work is subject to the Longshore and Harbor Workers' Compensation Act, those non-F classification rates will be increased by the Longshore and Harbor Workers' Compensation Act Coverage Percentage shown in the Schedule. WC 00 01 06 A (Ed. 4-92) Copyright 1983, 1991 National Council on Compensation Insurance. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 01 06 A (Ed. 4-92) LONGSHORE AND HARBOR WORKERS' COMPENSATION ACT COVERAGE ENDORSEMENT This endorsement applies only to work subject to the Longshore and Harbor Workers' Compensation Act in a state shown in the Schedule. The policy applies to that work as though that state were listed in Item 3.A. of the Information Page. General Section C. Workers' Compensation Law is replaced by the following: C. Workers' Compensation Law Workers' Compensation Law means the workers or workmen's compensation law and occupational disease law of each state or territory named in Item 3.A. of the Information Page and the Longshore and Harbor Workers' Compensation Act (33 USC Sections 901-950). It includes any amendments to those laws that are in effect during the policy period. It does not include any other federal workers or workmen's compensation law, other federal occupational disease law or the provisions of any law that provide nonoccupational disability benefits. Part Two (Employers Liability Insurance), C. Exclusions., exclusion 8, does not apply to work subject to the Longshore and Harbor Workers' Compensation Act. This endorsement does not apply to work subject to the Defense Base Act, the Outer Continental Shelf Lands Act, or the Nonappropriated Fund Instrumentalities Act. Schedule Longshore and Harbor Workers' State Compensation Act Coverage Percentage IN 84 KS 110 KY 56.8 LA 23 MA 19.6 MD 56.4 ME 32 MI 67 MN 47 MO 84 MS 81 MT 84 NC 58 NE 58 The rates for classifications with code numbers not followed by the letter 7" are rates for work not ordinarily subject to the Longshore and Harbor Workers' Compensation Act. If this policy covers work under such classifications, and if the work is subject to the Longshore and Harbor Workers' Compensation Act, those non-F classification rates will be increased by the Longshore and Harbor Workers' Compensation Act Coverage Percentage shown in the Schedule. WC 00 01 06 A (Ed. 4-92) Copyright 1983, 1991 National Council on Compensation Insurance. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 01 06 A (Ed. 4-92) LONGSHORE AND HARBOR WORKERS' COMPENSATION ACT COVERAGE ENDORSEMENT This endorsement applies only to work subject to the Longshore and Harbor Workers' Compensation Act in a state shown in the Schedule. The policy applies to that work as though that state were listed in Item 3.A. of the Information Page. General Section C. Workers' Compensation Law is replaced by the following: C. Workers' Compensation Law Workers' Compensation Law means the workers or workmen's compensation law and occupational disease law of each state or territory named in Item 3.A. of the Information Page and the Longshore and Harbor Workers' Compensation Act (33 USC Sections 901-950). It includes any amendments to those laws that are in effect during the policy period. It does not include any other federal workers or workmen's compensation law, other federal occupational disease law or the provisions of any law that provide nonoccupational disability benefits. Part Two (Employers Liability Insurance), C. Exclusions., exclusion 8, does not apply to work subject to the Longshore and Harbor Workers' Compensation Act. This endorsement does not apply to work subject to the Defense Base Act, the Outer Continental Shelf Lands Act, or the Nonappropriated Fund Instrumentalities Act. Schedule Longshore and Harbor Workers' State Compensation Act Coverage Percentage NH 46 NJ 50 NM 58 NV 31 NY 76.6 OK 82.7 OR 86 RI 84 Sc 25 SD 55.9 TN 110 TX 110 UT 84 VA 32 The rates for classifications with code numbers not followed by the letter 7" are rates for work not ordinarily subject to the Longshore and Harbor Workers' Compensation Act. If this policy covers work under such classifications, and if the work is subject to the Longshore and Harbor Workers' Compensation Act, those non-F classification rates will be increased by the Longshore and Harbor Workers' Compensation Act Coverage Percentage shown in the Schedule. WC 00 01 06 A (Ed. 4-92) Copyright 1983, 1991 National Council on Compensation Insurance. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 01 06 A (Ed. 492) LONGSHORE AND HARBOR WORKERS' COMPENSATION ACT COVERAGE ENDORSEMENT This endorsement applies only to work subject to the Longshore and Harbor Workers' Compensation Act in a state shown in the Schedule. The policy applies to that work as though that state were listed in Item 3.A. of the Information Page. General Section C. Workers' Compensation Law is replaced by the following: C. Workers' Compensation Law Workers' Compensation Law means the workers or workmen's compensation law and occupational disease law of each state or territory named in Item 3.A. of the Information Page and the Longshore and Harbor Workers' Compensation Act (33 USC Sections 901-950). It includes any amendments to those laws that are in effect during the policy period. It does not include any other federal workers or workmen's compensation law, other federal occupational disease law or the provisions of any law that provide nonoccupational disability benefits. Part Two (Employers Liability Insurance), C. Exclusions., exclusion 8, does not apply to work subject to the Longshore and Harbor Workers' Compensation Act. This endorsement does not apply to work subject to the Defense Base Act, the Outer Continental Shelf Lands Act, or the Nonappropriated Fund Instrumentalities Act. Schedule Longshore and Harbor Workers' State Compensation Act Coverage Percentage VT 32 WV 110 The rates for classifications with code numbers not followed by the letter 7" are rates for work not ordinarily subject to the Longshore and Harbor Workers' Compensation Act. If this policy covers work under such classifications, and if the work is subject to the Longshore and Harbor Workers' Compensation Act, those non-F classification rates will be increased by the Longshore and Harbor Workers' Compensation Act Coverage Percentage shown in the Schedule. WC 00 01 06 A (Ed. 492) Copyright 1983, 1991 National Council on Compensation Insurance. WC790204603 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 01 A (Ed. 2-89) ALTERNATE EMPLOYER ENDORSEMENT This endorsement applies only with respect to bodily injury to your employees while in the course of special or temporary employment by the alternate employer in the state named in Item 2 of the Schedule. Part One (Workers Compensation Insurance) and Part Two (Employers Liability Insurance) will apply as though the alternate employer is insured. If an entry is shown in Item 3 of the Schedule the insurance afforded by this endorsement applies only to work you perform under the contract or at the project named in the Schedule. Under Part One (Workers Compensation Insurance) we will reimburse the alternate employer for the benefits required by the workers compensation law if we are not permitted to pay the benefits directly to the persons entitled to them. The insurance afforded by this endorsement is not intended to satisfy the alternate employer's duty to secure its obligations under the workers compensation law. We will not file evidence of this insurance on behalf of the alternate employer with any government agency. We will not ask any other insurer of the alternate employer to share with us a loss covered by this endorsement. Premium will be charged for your employees while in the course of special or temporary employment by the alternate employer. The policy may be canceled according to its terms without sending notice to the alternate employer. Part Four (Your Duties If Injury Occurs) applies to you and the alternate employer. The alternate employer will recognize our right to defend under Parts One and Two and our right to inspect under Part Six. Schedule 1. Alternate Employer ANY PERSON OR ORGANIZATION TO WHOM OR TO WHICH YOU ARE REQUIRED TO ADD AS AN ALTERNATE EMPLOYER IN A WRITTEN CONTRACT OR WRITTEN AGREEMENT, EXCEPT WHERE SUCH CONTRACT OR AGREEMENT IS PROHIBITED BY LAW. Address WC AND OCCUPATIONAL DISEASE LAWS KANSAS CITY, MISSOURI 64108 2. State of Special or Temporary Employment 3. Contract or Project ALL PROJECTS. WC000301A (Ed. 2-89) © 1984, 1988 National Council on Compensation Insurance. This page has been left blank intentionally. WC790204603 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 11 A (Ed. 8-91) VOLUNTARY COMPENSATION AND EMPLOYERS LIABILITY COVERAGE ENDORSEMENT This endorsement adds Voluntary Compensation Insurance to the policy. A. How This Insurance Applies This insurance applies to bodily injury by accident or bodily injury by disease. Bodily injury includes resulting death. 1. The bodily injury must be sustained by an employee included in the group of employees described in the Schedule. 2. The bodily injury must arise out of and in the course of employment necessary or incidental to work in a state listed in the Schedule. 3. The bodily injury must occur in the United States of America, its territories or possessions, or Canada, and may occur elsewhere if the employee is a United States or Canadian citizen temporarily away from those places. 4. Bodily injury by accident must occur during the policy period. 5. Bodily injury by disease must be caused or aggravated by the conditions of your employment. The employee's last day of last exposure to the conditions causing or aggravating such bodily injury by disease must occur during the policy period. B. We Will Pay We will pay an amount equal to the benefits that would be required of you if you and your employees described in the Schedule were subject to the workers compensation law shown in the Schedule. We will pay those amounts to the persons who would be entitled to them under the law. C. Exclusions This insurance does not cover: 1. any obligation imposed by a workers compensation or occupational disease law, or any similar law. 2. bodily injury intentionally caused or aggravated by you. D. Before We Pay Before we pay benefits to the persons entitled to them, they must: 1. Release you and us, in writing, of all responsibility for the injury or death. 2. Transfer to us their right to recover from others who may be responsible for the injury or death. 3. Cooperate with us and do everything necessary to enable us to enforce the right to recover from others. If the persons entitled to the benefits of this insurance fail to do those things, our duty to pay ends at once. If they claim damages from you or from us for the injury or death, our duty to pay ends at once. E. Recovery From Others If we make a recovery from others, we will keep an amount equal to our expenses of recovery and the benefits we paid. We will pay the balance to the persons entitled to it. If the persons entitled to the benefits of this insurance make a recovery from others, they must reimburse us for the benefits we paid them. F. Employers Liability Insurance Part Two (Employers Liability Insurance) applies to bodily injury covered by this endorsement as though the State of Employment shown in the Schedule were shown in Item 3.A. of the Information Page. 1 of 2 0 1991 National Council on Compensation Insurance. WC 00 03 11 A WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY (Ed. 8-91) Employees ALL OFFICERS AND EMPLOYEES NOT SUBJECT TO THE WORKERS COMPENSATION LAW. Schedule State of Employment AZ, CA, CO, CT, FL, GA, IL, KS, MA, MO, NE, NJ, OH, PA, SC, TX, VA WC 00 03 11 A 2 of 2 (Ed. 8-91) 1991 National Council on Compensation Insurance. Designated Workers Compensation Law STATE WHERE THE INJURY TAKES PLACE, OR THE STATE OF HIRE. WC790204603 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule ALL PERSONS AND/OR ORGANIZATIONS THAT ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT WITH THE INSURED, EXECUTED PRIOR TO THE ACCIDENT OR LOSS, THAT WAIVER OF SUBROGATION BE PROVIDED UNDER THIS POLICY FOR WORK PERFORMED BY YOU FOR THAT PERSON AND/OR ORGANIZATION WC 00 03 13 (Ed. 4-84) © 1983 National Council on Compensation Insurance. This page has been left blank intentionally. WC790204603 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 0101 A LONGSHORE AND HARBOR WORKERS' COMPENSATION ACT COVERAGE ENDORSEMENT -CALIFORNIA This endorsement applies only to work subject to the Longshore and Harbor Workers' Compensation Act in California. The policy applies to that work as though California were listed in item 3.A. of the Information Page. General Section C. Workers' Compensation Lawis replaced by the following: C. Workers' Compensation Law Workers' Compensation Law means the workers' or workmen's compensation law and occupational disease law of each state or territory named in Item 3.A. of the Information Page and the Longshore and Harbor Workers' Compensation Act (33 USC Sections 901-950). It includes any amendments to those laws that are in effect during the policy period. It does not include any other federal workers' or workmen's compensation law, other federal occupational disease law or the provisions of any law that provide nonoccupational disability benefits. Part Two (Employers Liability Insurance), C. Exclusions., exclusion 8. does not apply to work subject to the Longshore and Harbor Workers' Compensation Act. This endorsement does not apply to work subject to the Defense Base Act, the Outer Continental Shelf Lands Act, or the Nonappropriated Fund Instrumentalities Act. The estimated premium for the Longshore and Harbor Workers' Compensation Act coverage provided by this endorsement is as shown in the Schedule below or item 4 of the Information Page. SCHEDULE ESTIMATED RATE PER ESTIMATED ANNUAL $100 OF ANNUAL CODE NO. CLASSIFICATION REMUNERATION REMUNERATION PREMIUM 8601U ENGINEERS- IF ANY 1.12 0 CONSULTING TOTAL ESTIMATED ANNUAL PREMIUM$ 0 This page has been left blank intentionally. WC790204603 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 05 (Ed. 1-85) VOLUNTARY COMPENSATION AND EMPLOYERS LIABILITY COVERAGE ENDORSEMENT - CALIFORNIA If the employer named in item 1 of the Information Page has in his employment persons not entitled to compensation under Division 4 of the Labor Code of the State of California, this policy shall operate as an election on the part of the employer to come under the compensation provisions of Division 4 with respect to those persons described in the Schedule below. This policy applies to those persons described in the Schedule below as employees Schedule EMPLOYEES: ALL OFFICERS AND EMPLOYEES NOT SUBJECT TO THE WORKERS COMPENSATION LAW. STATE OF EMPLOYMENT: ALL CALIFORNIA OPERATIONS. DESIGNATED WORKERS COMPENSATION LAW: STATE WHERE THE INJURY TAKES PLACE. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Policy No. Endorsement No. Insured Insurance Company WC 04 03 05 (Ed. 1-85) Countersigned By Premium $ Copyright 1998 by the Workers' Compensation Insurance Rating Bureau of California. Al rights reserved. From the WCIRB's California Workers' Compensation Insurance Forms Manual Copyright 1999. This page has been left blank intentionally. WC790204603 WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY INSURANCE POLICY WC 04 03 06 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT- CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be of the California workers' compensation pre-mium otherwise due on such remuneration. Schedule Person or Organization Job Description ALL PERSONS AND/OR ORGANIZATIONS THAT ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT WITH THE INSURED,EXECUTED PRIOR TO THE ACCIDENT OR LOSS, THAT WAIVER OF SUBROGATION BE PROVIDED UNDER THIS POLICY FOR WORK PERFORMED BY YOU FOR THAT PERSON AND/OR ORGANIZATION WC 252 (4-84) WC 04 03 06 (Ed. 4-84) Page 1 of 1 This page has been left blank intentionally. WC790204603 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 42 03 04 B (Ed. 6-14) TEXAS WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because Texas is shown in Item 3.A. of the Information Page We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule where you are required by a written contract to obtain this waiver from us. This endorsement shall not operate directly or indirectly to benefit anyone not named in the Schedule. The premium for this endorsement is shown in the Schedule. Schedule 1. (❑) Specific Waiver Name of person or organization (❑X) Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2. Operations: ALL PERSONS AND/OR ORGANIZATIONS THAT ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT WITH THE INSURED, EXECUTED PRIOR TO THE ACCIDENT OR LOSS, THAT WAIVER OF SUBROGATION BE PROVIDED UNDER THIS POLICY FOR WORK PERFORMED BY YOU FOR THAT PERSON AND/OR ORGANIZATION 3. Premium: The premium charge for this endorsement shall be percent of the premium developed on payroll in connection with work performed for the above person(s) or organization(s) arising out of the operations described. 4. Advance Premium: WC420304B (Ed. 6-14) © Copyright 2014 National Council on Compensation Insurance, Inc. All Rights Reserved. This page has been left blank intentionally. WC790204603 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 06 34 NOTIFICATION TO OTHERS OF CANCELLATION, NONRENEWAL OR REDUCTION OF INSURANCE ENDORSEMENT This endorsement is used to add the following to Part Six of the policy. PART SIX CONDITIONS A. If we cancel or non -renew this policy by written notice to you for any reason other than nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation or non -renewal to the name and address corresponding to each person or organization shown in the Schedule below. Notification to such person or organization will be provided at least 10 days prior to the effective date of the cancellation or non - renewal, as advised in our notice to you, or the longer number of days notice if indicated in the Schedule below. B. If we cancel this policy by written notice to you for nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation to the name and address corresponding to each person or organization shown in the Schedule below at least 10 days prior to the effective date of such cancellation. C. If coverage afforded by this policy is reduced or restricted, except for any reduction of Limits of Liability due to payment of claims, we will mail or deliver notice of such reduction or restriction to the name and address corresponding to each person or organization shown in the Schedule below. Notification to such person or organization will be provided at least 10 days prior to the effective date of the reduction or restriction, or the longer number of days notice if indicated in the Schedule below. D. If notice as described in Paragraphs A., B. or C. of this endorsement is mailed, proof of mailing will be sufficient proof of such notice. SCHEDULE Name and Address of Other Person(s) / Organization(s): ALL CERTIFICATE HOLDERS WHERE NOTICE OF CANCELLATION IS REQUIRED BY WRITTEN CONTRACT WITH THE NAMED INSURED All other terms and conditions of this policy remain unchanged. Number of Days Notice: 30 WC 99 06 34 (Ed. 05-10) Includes copyrighted material of National Council on Compensation Insurance, Inc. with its permission. Page 1 of 1 This page has been left blank intentionally. WC790204603 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 06 46 ILLINOIS BLANKET NOTIFICATION TO OTHERS OF CANCELLATION OR NONRENEWAL ENDORSEMENT This endorsement adds the following to Part Six of the policy. PART SIX CONDITIONS Blanket Notification to Others of Cancellation or Nonrenewal 1. If we cancel or non -renew this policy by written notice to you, we will mail or deliver notification that such policy has been cancelled or non -renewed to each person or organization shown in a list provided to us by you if you are required by written contract or written agreement to provide such notification. However, such notification will not be mailed or delivered if a notice of renewal has been sent to you. Such list: a. Must be provided to us prior to cancellation or non -renewal; b. Must contain the names and addresses of only the persons or organizations requiring notification that such policy has been cancelled or non -renewed; and c. Must be in an electronic format that is acceptable to us. 2. Our notification as described in Paragraph 1. above will be based on the most recent list in our records as of the date the notice of cancellation or non -renewal is mailed or delivered to you. We will mail or deliver such notification to each person or organization shown in the list: a. Within seven days of the effective date of the notice of cancellation, if we cancel for non-payment of premium; or b. At least 30 days prior to the effective date of: (1) Cancellation, if cancelled for any reason other than nonpayment of premium; or (2) Non -renewal. 3. Our mailing or delivery of notification described in Paragraphs 1. and 2. above is intended as a courtesy only. Our failure to provide such mailing or delivery will not: a. Extend the policy cancellation or non -renewal date; b. Negate the cancellation or non -renewal; or c. Provide any additional insurance that would not have been provided in the absence of this endorsement. 4. We are not responsible for the accuracy, integrity, timeliness and validity of information contained in the list provided to us as described in Paragraphs 1. and 2. above. All other terms and conditions of this policy remain unchanged. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Policy No. Endorsement No. Insured Premium $ Insurance Company WC 99 06 46 Page 1 of 1 (Ed. 01-13) Includes copyright material of the National Council on Compensation Insurance, Inc. used with its permission. © 2012 Copyright National Council on Compensation Insurance, Inc. All Rights Reserved. This page has been left blank intentionally. 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............................................................................. I GENERAL TERMS AND CONDITIONS UNDER THE STRENGTHENING MOBILITY AND REVOLUTIONIZING TRANSPORTATION (SMART) GRANT PROGRAM ............................1 GENERAL TERMS AND CONDITIONS....................................................................................... 4 ARTICLE7 PURPOSE..................................................................................................................... 5 ARTICLE 8 USDOT ROLE............................................................................................................. 6 8.1 Division of USDOT 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 PERFORMANCE REPORTING.............................................................................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 17.1 Recipient Monitoring and Record Retention................................................................................. 21 17.2 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 of Project Costs.................................................................................................................31 19.6 Timing of Payments to the Recipient............................................................................................ 31 19.7 Payment Method...........................................................................................................................32 19.8 Information Supporting Expenditures...........................................................................................32 ARTICLE20................................................................................................................................... 33 20.1 Liquidation of Recipient 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 ARTICLE 26 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 3 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. 12 ARTICLE 7 PURPOSE 7.1 Purpose. The purpose of this 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 USDOT ROLE 8.1 Division of USDOT Responsibilities. The Office of the Secretary of Transportation —Research and Technology (OST-R) is ultimately responsible for the USDOT's administration of the SMART Grant Program. USDOT Program Contacts. U.S. Department of Transportation Office of the Assistant Secretary for Research and Technology 1200 New Jersey Avenue, SE Washington, DC 20590 SMART@dot.gov ARTICLE 9 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 of the Recipient has authority to enter this agreement and make the statements in this Article 9 and in Section 24.7 on behalf of the Recipient. 9.3 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 USDOT 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 USDOT relied on statements of fact in both the Grant Application and this agreement to establish the terms of this agreement; and (d) the USDOT's selection of the 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 of this 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 of the 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 USDOT 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. 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 of the 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 of work 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 of the following conditions are satisfied, then the Recipient shall request an amendment of this 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 of Performance to continue after the period of performance end date listed in Section 2.4. For other schedule changes, the Recipient shall request an amendment of this agreement unless the USDOT has consented, in writing consistent with applicable requirements, to the change. 11.4 Budget Changes. (a) The Recipient acknowledges that if the cost of completing 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 of this award to address any funding shortfall. (b) The Recipient shall request an amendment of this agreement to update Section 3.2 and Attachment B if, in comparing the Project's budget to the amount listed in Section 3.2. 10 of 86 (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 of this agreement to update Section 3.2 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 of this 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) If the 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) if that amendment reduces this award and the USDOT had reimbursed costs exceeding the revised award, the Recipient shall request to add additional project work that is within the scope of this project. In this agreement, "Federal Share" means the sum of the "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 of a Federally approved audit of any expenditure of funds of $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 of the 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. 11 of 86 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. 12 of 86 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 of budget period start dates. Recipients shall submit quarterly 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. 13.2 Quarterly Financial Status. Recipient shall submit a Federal Financial Report using SF- 425 in accordance with specified due dates. 13 of 86 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 14 of 86 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 of this report is due at the end of the Period of Performance. 15 of 86 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 of performance. 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 of return 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. 16 of 86 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 USDOT must include an explanation of 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) If the USDOT notifies the Recipient of a proposed determination of 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 of noncompliance only: (1) after considering the Recipient's response under Section 15.1(b); or (2) if the 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) If the USDOT makes a final determination of noncompliance 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 of payments; disallowance of previously reimbursed costs, 17 of 86 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 of noncompliance under section 15.1(d). If it 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) of the 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 of this 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 of this 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 19 of 86 Closeout should occur no later than one year after the end of the Period of Performance. 16.3 Post -Termination Adjustments. The Recipient acknowledges that under 2 C.F.R. 200.345-200.346, termination of the 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 of 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. 20 of 86 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) If the 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 of the award funds, the total cost of the Project, and the amount or nature of that portion of the cost of the 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 of 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. 21 of 86 17.4 USDOT Record Access. The USDOT may access Recipient records related to this award under 2 C.F.R. 200.337. 22 of 86 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. If USDOT determines that a project is a "project for infrastructure," the recipient will comply with Build America Buy America requirements. If USDOT 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 of physical materials or a commitment to do so. 18.1 Build America, Buy America. This award term implements § 70914(a) of the 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. If USDOT determines that a project is a "project for infrastructure," the recipient will comply with Build America Buy America requirements. If USDOT 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 of physical 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 States this means the manufactured product was manufactured in the United States; and the cost of the components of 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 23 of 86 (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 of the 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 of no 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 of the following exceptions applies, the awarding official may waive the application of the 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 a satisfactory quality; or (c) the inclusion of iron, steel, manufactured products, or construction materials produced in the United States will increase the cost of the 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 h"s://www.transDortation.2ov/office-Dolicv/transportation-Dolicv/made-in-america. 24 of 86 Definitions "Construction materials" includes an article, material, or supply —other than an item of primarily 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 of the product and a good faith estimate of 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 of the Buy American Act, 41 U.S.C. §§ 8301-8305. For the purpose of Article 18 of this agreement, the Project is deemed a public work of the Federal Government under 41 U.S.C. § 8301. 25 of 86 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 if the 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 C.F.R. 25.104; and (d) the Recipient may use foreign construction materials if the USDOT has authorized their use under subsection (d) of Article 18. If the Recipient uses foreign construction material in violation of 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, if the USDOT 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) of Article 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 of the foreign and domestic construction materials, (b) unit of measure; (c) quantity; 26 of 86 (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 of the construction project, (g) name and address of the proposed supplier, (h) a detailed justification of the reason for use of foreign construction materials identifying the specific basis for an exception under subsection (d) of this 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 of the available domestic and foreign construction materials; and (j) if the 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 27 of 86 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 of components" means — (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 of the 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" means — (a) For construction material that does not consist wholly or predominantly of iron or steel or a combination of both— (1) 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 of both, a construction material manufactured in the United States if the cost of foreign iron and steel constitutes less than 5 percent of the cost of 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 of unknown origin are treated as foreign. If the 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 of the iron and steel content 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 of the product and a good faith estimate of the 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 of the 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. 29 of 86 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. 30 of 86 ARTICLE 19 COSTS, PAYMENTS, AND UNEXPENDED FUNDS 19.1 Limitation of Federal Award Amount. Under this award, the USDOT shall not provide 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 of performance. (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 31 of 86 in accordance with the contract provisions. 19.7 Payment Method. (a) If the USDOT Payment System identified in Section 5.2 is "DELPHI elnvoicing," then the Recipient shall use the DELPHI eInvoicing 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 USDOT may deny a payment request that is not submitted using the method identified in Section 5.2. 19.8 Information Supporting Expenditures. (a) If the 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 USDOT 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. 32 of 86 ARTICLE 20 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 of 2 C.F.R. 200.344-200.346. 33 of 86 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 party 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. 34 of 86 ARTICLE 22 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 of the Project. 35 of 86 ARTICLE 23 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. 36 of 86 ARTICLE 24 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 of Information 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 of 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 of 41 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 of the 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: 37 of 86 (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 of the 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 of 49 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). 38 of 86 ARTICLE 25 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. 39 of 86 ARTICLE 26 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 of USDOT. (b) A waiver granted by USDOT under this agreement on one occasion will not operate as a waiver on other occasions. (c) If USDOT fails to require strict performance of a provision of this agreement, fails to exercise a remedy for a breach of this agreement, or fails to reject a payment during a breach of this agreement, that failure does not constitute a waiver of that provision or breach. ARTICLE 27 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. 27.2 Environmental Review (a) In this section, "Environmental Review Entity" means: (1) if the 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) if the 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 of real property under 23 C.F.R. 710.501 or hardship and protective acquisitions of real 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. 41 of 86 (f) 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) if the USDOT 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 of the 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 of resources for the Project, or commence any part of final design, construction, or other activities that represent an irretrievable commitment of resources 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 of those 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. 42 of 86 (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 of the 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. 43 of 86 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 of this 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. ARTICLE 29 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 29.2 Exhibits. The following exhibits, which are in the document titled "Exhibits to Grant Agreements Under the SMART Grant Program", available at httDs://www.transi)ortation.aov/fzrants/SMART, are part of this agreement: Exhibit A Applicable Federal Laws and Regulations Exhibit B Additional Standard Terms Exhibit C Quarterly Reports and Recertifications: Format and Content Exhibit D Certification for Contracts, Grants, Loans, And Cooperative Agreements Exhibit E FAA Regulations Exhibit F Communications Technology Exhibit G Equipping or Retrofitting Motor Vehicles Exhibit H Eligible Cost Exhibit I Data Collection Requirements 29.3 Construction. (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 of the 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 of the Infrastructure Investment and Jobs Act, Pub. L. No. 117-58 (November 15, 2021), and all other provisions of that act that apply to amounts appropriated under that heading. "Project" means the project proposed in the Grant Application, as modified by the negotiated provisions of this 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 ARTICLE 30 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 of this 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 of the Period of Performance, USDOT reserves the right to require that the Recipient return to USDOT any of the funds reimbursed for expenses subsequently deemed ineligible. SMART Version 06102024 U.S. DEPARTMENT OF TRANSPORTATION EXHIBITS TO USDOT/OST GRANT AGREEMENTS UNDER THE SMART GRANT PROGRAM SMART Version 06102024 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 of Federal 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 Act — 42 U.S.C. §§ 7401, et. seq. h. Clean Water Act - 33 U.S.C. §§ 1251, et seq. i. Endangered Species Act-16 U.S.C. §§ 1531 et seq. j. Coastal Zone Management Act — 16 U.S.C. §§ 1451 et seq. k. Flood Disaster Protection Act of 1973 — 42 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. §§ 3 70 1, 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 of the 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. SMART Version 06102024 §§ 1101-1104 dd. Limitation on Use of Appropriated Funds to Influence Certain Federal Contracting and Financial Transactions — 31 U.S.C. § 1352 ee. Freedom of Information Act - 5 U.S.C. § 552, as amended ff. Magnuson -Stevens Fishery Conservation and Management Act — 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 of 2006, 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 of the 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 of Wetlands c. Executive Order 11988 — Floodplain Management d. Executive Order 12372 — Intergovernmental Review of Federal Programs e. Executive Order 12549 — Debarment and Suspension f. 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 of America by All of America's Workers j. Executive Order 14008 — Tackling the Climate Crisis at Home and Abroad SMART Version 06102024 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 of wage 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 f. 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 of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor (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 of the Department of Transportation — Effectuation of Title VI of the Civil Rights Act of 1964 — 49 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 m. DOT's implementation of DOJ's ADA Title II regulations compliance procedures for all programs, services, and regulatory activities relating to transportation under 28 C.F.R.Part 35 n. Enforcement of Nondiscrimination on the Basis of Handicap in Programs or Activities Conducted by the Department of Transportation — 49 C.F.R. Part 28 o. Denial of public works contracts to suppliers of goods and services of countries that deny procurement market access to U.S. contractors — 49 C.F.R. Part 30 p. Governmentwide 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 C.F.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 of this 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 SMART Version 06102024 EXHIBIT B ADDITIONAL STANDARD TERMS TERM B.1 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/Regulatonv 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 of race, color, national origin); • 49 C.F.R. Part 21 (entitled Non-discrimination in Federally -Assisted Programs of The Department of Transportation Effectuation of Title VI of the Civil Rights Act Of 1964); • 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 of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under any program or activity, "for which the Recipient receives Federal financial assistance from 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 of these 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 of the 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 the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 U.S.C. §§ 2000d to 2000d-4) and the Regulations, hereby notifies all bidders that it will affirmatively ensure that for 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 of race, color, or national origin in consideration for an award." 3. The Recipient will insert the clauses of Appendix A and E of this Assurance in every contract or agreement subject to the Acts and the Regulations. 4. The Recipient will insert the clauses of Appendix B of this 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 of this 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 of this contract. 2. Non-discrimination: The contractor, with regard to the work performed by it during the contract, will not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of 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 of materials 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 of the United States.. APPENDIX B 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 (DOPOST) 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 of the 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 a part 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 of 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 of the 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.) APPENDIX C 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 if the (lease, license, permit, etc.) had never been made or issued.* C. With respect to a deed, in the event of breach of any of 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 of the 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.) APPENDIX D 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 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) 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 VI.) APPENDIX E During the performance of this 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 of race, 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); • Airport and Airway Improvement Act of 1982, (49 U.S.C. § 471, Section 47123), 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 of Title VI of the 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 of disability in the operation of public 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 of limited 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). TERM B.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 more — 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 of participation 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). f. 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 of its principals, as well as the eligibility of any lower tier prospective participants, each participant may, but is not required to, check the System for Award Management website (httos://www.sam.2ov/), which is compiled by the General Services Administration. i. Nothing contained in the foregoing shall be construed to require the establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of the prospective participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business 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 of records, 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) of this 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. f. 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 of its principals, as well as the eligibility of any lower tier prospective participants, each participant may, but is not required to, check the System for Award Management website (httos://www.sam.2ov/), 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 of business 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 of this 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 of the statements in this certification, such prospective participant shall attach an explanation to this proposal. TERM B.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 of the 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 of the 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 of this 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 httn://www.sam.aov/ 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) If the 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 of that 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 USDOT under section 5. TERM BA 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 B.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 of this 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 off the roadway where it is safe and legal to remain stationary. For the purpose of this 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. EXHIBIT C QUARTERLY REPORTS AND RECERTIFICATIONS: FORMAT AND CONTENT 1. Purpose. The purpose of the 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 of the 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 of the 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 of the 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. f. 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 of cost 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 of 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 of the 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 of the award. The types of reports include financial, performance, and other types of required 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 IDue Date Milestone Progress Performance Reports Quarterly (or semi- annual if directed) 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) The Federal Financial Report (SF-425) is a financial reporting form used throughout the Federal Government Grant system. Recipients shall complete this form and attach it to each quarterly Milestone Progress Performance Reports. The form is available at httl)s://www.2rants.2ov/forms/post-award-renortin2-forms.html. Evaluation Plan The Recipient shall submit an evaluation plan and data management plan that provides an overview of how the project will be evaluated and how the 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 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. d. The baseline data for each performance measure that is identified in the Performance Measure Table in Attachment A and a detailed description of the data sources, assumptions, variability, and estimated levels of precision 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 of this 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 of published 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 2 Grant to update their Data Management Plan. Implementation Report Annual- Stage 1 grants require a Draft report The 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 if recommended for award and any challenges to continued maintenance and operations in stage 2. i 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 of return 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 If the total value of a selected applicant's currently active grants, cooperative agreements, and procurement contracts from all Federal awarding agencies exceeds $10,000,000 for any period of time during the period of performance of this Federal award, then the applicant during that period of 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 I I l- 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) The recipient must report on the status of personal 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) 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 The Recipient shall submit (in a format to be provided by DOT) the Recipient's assessment of the Grant Project to DOT within the Closeout process of the grant agreement. As applicable As applicable Final report shall be submitted not later than 120 days after the end of the period of performance Additional Reporting may be required As applicable EXHIBIT D 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: 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 of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of 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 EXHIBIT F 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. EXHIBIT G 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. EXHIBIT H 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 of real 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 of published data specifications and standards (formal and informal); increasing data discoverability and data sharing; and enabling interaction of systems, interoperability, and integration of data system. EXHIBIT J 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: httDs:Hforms.office.com/na2es/resDonseDa2e.asnx?id=WvTNxPBEIUOhaihl0li3i Wilbptwl VPia7KObn3D0I UOVRLRj VKSzBLR 1 YwWj OOMzMwUjRTN 1 UvUiOlOCNOPWcu 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(&dot. aov 3. Request for Reimbursement • You shall not submit request for reimbursement invoices more frequently than monthly. • Link to submit: httns://einvoice. esc. 2ov/ • Additional information: Delphi access must be requested by the person who will be submitting the Invoices. If there 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(adot. 2ov • Link to specific guidance on the completing the plan: httDs://www.transDortation. eov/sites/dot.2ov/files/2023- 10/SMART Grant Recipient Guidance Eval Plan Oct23.1)df • 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 portal @ https://dmptool.orp-/ • Link to specific guidance on the completing the plan: Grant Recipient Guidance DMP 508.pdf (transportation.aov) • 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: smartreports(a)dot. 2ov • Link to specific instructions: SMART Grant Recipient Guidance for the Implementation Report I US Department of Transportation