18-06-REVISED Exhibit D 33.D Rev 10.14.25.pdf

Solicitation No. P-2093872

DART Form 33D Page 1 of 15 Exhibit D

Revised dated 10/14/25

DALLAS AREA RAPID TRANSIT

EXHIBIT D

SPECIAL PROVISIONS

Table of Contents

1 ADDITIONAL DEFINITIONS (D-200.11A, AUG 90)

2 DEFINITE DELIVERY/INDEFINITE QUANTITY

3 CANCELLATION OF ITEMS (6-203.04, OCT 24)

4 NOTICE TO PROCEED (D-200.02A, MAR 02)

5 TERM OF CONTRACT (D-200.03A, JUN 06)

6 OPTION TO EXTEND SERVICES (6-303.01, FEB 04)

7 DELIVERY (D-200.04, JAN 02)

8 INVOICING AND PAYMENT

9 INSURANCE REQUIREMENTS FOR SUPPLY/SERVICES CONTRACTS (D-200.08A, MAR 02)

10 COMMUNICATIONS (D-200.21B, JAN 02)

11 COMMERCIAL TRADE AND RESALE AUTHORITY (D-200.16A, JAN 02)

12 CONTRACT IDENTIFICATION NUMBER (D-200.21A, AUG 04)

13 DISCLOSURE OF INTERESTED PARTIES (D-700.03, FEB 16)

14 DRUG AND ALCOHOL TESTING, NON-CONSTRUCTION (D-200.22A, OCT 24)

15 FIVE STAR CUSTOMER SERVICE (D-700.01, APR 15)

16 KEY PERSONNEL (D-200.25, MAR 25)

17 STATE OF TEXAS PUBLIC TRANSPORTATION CONTRACT (D-200.10C, FEB 91)

18 U.S. DEPARTMENT OF HOMELAND SECURITY’S E-VERIFY SYSTEM (D-700.02, APR 15)

19 PROTECTION OF AUTHORITY PROPERTY (6-203.11, OCT 24)

20 AUTHORITY PROPERTY (6-203.12, FEB 04)

21 CERTIFICATE OF CONFORMANCE (6-203.13, OCT 24)

22 WARRANTY OF SERVICES (6-303.10, OCT 24)

23 PERFORMANCE BOND (5-302, OCT 24)

24 PAYMENT BONDS (5-303, OCT 24)

25 TARIFFS AND DUTIES

26 PRICING OF ADJUSTMENTS (6-203.01, OCT 24)

27 D3 RIN PRICE DETERMINATION AND REPORTING

28 D3 RIN FLOOR PRICING

29 D3 RIN REVENUE SHARE

DART Form 33D Page 2 of 15 Exhibit D

1 Additional Definitions (D-200.11A, AUG 90)

As used throughout this contract, the following terms shall have the meaning as set forth below.

(a) D/FW Consolidated Metropolitan Statistical Area (D-200.11B, AUG 90)

The D/FW CMSA (Dallas/Fort Worth Consolidated Metropolitan Statistical Area) includes the following nine

(9) Texas counties: Collin, Dallas, Denton, Ellis, Johnson, Kaufman, Parker, Rockwall and Tarrant.

(b) DART Service Area (D-200.11C, SEP 96)

The DART Service Area includes the following thirteen (13) Texas cities: Addison, Carrollton, Cockrell Hill, Dallas, Farmers Branch, Garland, Glenn Heights, Highland Park, Irving, Plano, Richardson, Rowlett, and University Park.

(c) Work Day (D-200.11D, NOV 05)

“Work day” is defined as any day Monday through Friday, except Authority designated holidays. Holidays that fall on a Saturday are observed on the Friday before the holiday. Holidays that fall on a Sunday are observed the following Monday.

2 Definite Delivery/Indefinite Quantity

This is an definite delivery, indefinite quantity contract for the supplies or services specified elsewhere in the contract. The quantities of supplies and services specified are estimates only and are not guaranteed to be purchased by this contract.

3 Cancellation of Items (6-203.04, OCT 24)

(a) “Cancellation”, as used in this clause, means that the Authority is canceling its requirements for all items in program years subsequent to that in which notice of cancellation is provided. Cancellation shall occur by the date or within the time period specified in the contract (unless a later date is agreed to) if the Contracting Officer (1) notifies the Contractor that funds are not available for contract performance for any subsequent program year or (2) fails to notify the Contractor that funds are available for performance of the succeeding program year requirement.

(b) Except for cancellation under this clause or termination under the Default Clause, any reduction by the Contracting Officer in the requirements of this contract shall be considered a termination under the Termination for Convenience of the Authority Clause.

(c) If cancellation under this clause occurs, the Contractor will be paid a cancellation charge not over the cancellation ceiling specified in the contract as applicable at the time of cancellation.

(d) The cancellation charge will cover only (1) costs (i) incurred by the Contractor and/or subcontractor, (ii) reasonably necessary for performance of the contract, and (iii) that would have been equitably amortized in the unit prices for the entire multiyear contract period but, because of the cancellation, are not so amortized, and (2) a reasonable profit on the costs.

(e) The cancellation charge shall be computed and the claim made for it as if the claim were being made under the Termination for Convenience of the Authority Clause of this contract. The Contractor shall submit the claim promptly but no later than one year from the date (1) of notification of the nonavailability of funds, or (2) specified in the contract by which notification of the availability of additional funds for the next succeeding program year is required to be issued, whichever is earlier, unless extensions in writing are granted by the Contracting Officer.

DART Form 33D Page 3 of 15 Exhibit D

Revised dated 10/14/25

(f) The Contractor's claim may include --

(1) reasonable nonrecurring costs which are applicable to and normally would have been amortized in all items to be furnished under the multiyear requirements;

(2) allocable portions of the costs of facilities acquired or established for the conduct of the work, to the extent that it is impracticable for the Contractor to use the facilities in its commercial work and if the costs are not charged to the contract through overhead and otherwise depreciated;

(3) costs incurred for the assembly, training, and transportation to and from the job site of a specialized work force; and

(4) costs not amortized by the unit price solely because the cancellation had precluded anticipated benefits of Contractor or subcontractor learning.

(g) The claim shall not include --

(1) labor, material, or other expenses incurred by the Contractor or subcontractors for performance of the cancelled work;

(2) any cost already paid to the Contractor;

(3) anticipated profit on the canceled work; or

(4) for service contracts, the cost or value of the remaining useful commercial life of facilities. “Useful commercial life” means the commercial utility of the facilities rather than their physical life with due consideration given to such factors as location of facilities, their specialized nature, and obsolescence.

(h) This contract may include an Option Clause with the period for exercising the option limited to the date in the contract for notification that funds are available for the next succeeding program year. If so, the Contractor agrees not to include in the price for option quantities any costs of a startup or nonrecurring nature that have been fully provided for in the unit prices of the firm quantities of the program years. The Contractor further agrees that the prices offered for option quantities will reflect only those recurring costs and a reasonable profit necessary to furnish the additional option quantities.

(i) Quantities added to the original contract through the Option Clause of this contract shall be included in the quantity canceled for the purpose of computing allowable cancellation charges.

4 Notice to Proceed (D-200.02A, MAR 02)

The Contractor shall not proceed with any work required under this contract without a written Notice to Proceed from the Authority. Any work performed or expenses incurred by the Contractor prior to the Contractor's receipt of Notice to Proceed shall be entirely at the Contractor's risk.

5 Term of Contract (D-200.03A, JUN 06)

The term of this contract shall be five (5) calendar years from receipt of a written notice to proceed.

6 Option to Extend Services (6-303.01, FEB 04)

The Authority may require continued performance of any services within the limits and at the rates stated in the Schedule. The Contracting Officer may exercise the option by written notice to the Contractor within the period specified in the contract.

DART Form 33D Page 4 of 15 Exhibit D

Revised dated 10/14/25

7 Delivery (D-200.04, JAN 02)

(a) Delivery Period (D-200.04A, AUG 90)

It shall begin on January 1, 2026, and ends December 31, 2030, unless extended pursuant to Exhibit D, Contract Special Provisions and shall be defined in detail in the Transaction Confirmation.

(b) Multiple Delivery Sites (D-200.04D, AUG 90)

The delivery sites are specified under Exhibit H, Statement of Work.

8 Invoicing and Payment

(a) Invoices may be submitted once per month to:

DART

Accounts Payable P.O. Box 223805 Dallas, Texas 75222-3805

During the COVID-19 Pandemic and until further notice, please submit all invoices to APInvoices@dart.org and shall conform to policies or regulations adopted from time to time by the Authority. For the purpose of this Agreement, the monthly Invoices is the RIN Revenue Statement and accompanying remittance advice for the D3 RIN revenue share (Dispensing Fee)

Invoices shall be legible and shall contain, as a minimum, the following information: (1) the contract and order number (if any); (2) the period covered and the station(s)/location(s) served; (3) monthly RNG volumes delivered (MMBtu) and identified Qualifying Volumes dispensed as transportation fuel; (4) D3 RINs generated and/or separated (quantity), with EMTS transaction identifiers; (5) D3 RINs sold (quantity), trade dates, and weighted-average sale price(s) ($/RIN); (6) RIN Proceeds ($) and the Dispensing Fee percentage and calculation; (7) any authorized true-ups, reversals, chargebacks, or other adjustments (with brief explanation); (8) evidence sufficient to demonstrate entitlement to payment under the terms of the contract. including EMTS summaries supporting the RIN quantities and separations; (9) any discounts or credits offered to the Authority under the terms of the contract; (10) a unique, traceable invoice number;

and (11) remittance and contact information for questions related to the statement.

Failure to provide the above critical information may result in the rejection and return of the invoice for resubmission with complete data.

(b) Subject to the withholding provisions of the contract, Contractor shall remit the fee to the Authority within 30 days after the Authority's receipt of a properly prepared invoice. Payment shall be made in U.S.

dollars by ACH/wire to the account designated by the Authority.

9 Insurance Requirements for Supply/Services Contracts (D-200.08A, MAR 02)

(a) Required Coverage. The Contractor shall, at all times during the term of this contract and extended terms thereof, provide and maintain the following types of insurance protecting the interests of the Authority and the Contractor with limits of liability not less than those specified below.

1) Commercial Automobile Liability insurance or its equivalent, listing DART as an additional insured, on primary and non-contributory basis, with waiver of subrogation, covering all owned, hired and non-owned vehicles used in connection with the work performed under this contract with a combined single limit for bodily injury and property damage liability of not less than $2,000,000 per accident. In the event the contractor will drive or take custody or control of a DART owned

DART Form 33D Page 5 of 15 Exhibit D

Revised dated 10/14/25 vehicle, the insurance policy shall provide physical damage coverage for non-owned autos with a deductible not to exceed $2,500.00.

2) Commercial General Liability insurance or its equivalent, listing DART as an additional insured, on primary and non-contributory basis, with waiver of subrogation, providing limits of not less than $2,000,000 for bodily injury and property damage per occurrence, with a general aggregate of $4,000,000, and products and completed operations aggregate of $4,000,000. The policy shall be endorsed with Additional Insured endorsements for ongoing operations and completed operations performed by or on behalf of the contractor.

The contractor shall maintain this coverage for a period of 3 years following project completion.

There shall not be any policy exclusions or limitations for the following:

Contractual Liability covering Contractor's obligations herein Personal Injury Advertising Liability Medical Payments Fire Damage Legal Liability Broad Form Property Damage Liability for Independent Contractors

3) Workers' Compensation Insurance, providing benefits comparable to those provided under the Workers' Compensation Act of the State of Texas and/or any other State or Federal law or laws applicable to the Contractor's employees performing work under this contract. Employer's Liability Insurance with limits of liability of not less than $1,000,000 each accident, $1,000,000 each employee for disease and $1,000,000 policy limit for disease. This insurance shall be endorsed with a Waiver of Subrogation Endorsement, waiving the carrier's right of recovery under subrogation or otherwise from DART, City of Dallas, and from any other entities as requested by DART.

(b) Certificates of Insurance. Before commencing execution of this contract, the Contractor shall respond to insurance related questions and attach a certificate of insurance satisfactory to the Authority (or, as and when the Authority may direct, copies of the actual insurance policies) in the Questions section of the Supplier Portal, as follows:

Go to https://suppliers.dart.org Login Click on “Update Account Information” Under Questions section, click Answer

The certificates of insurance shall evidence insurance required by paragraph (a), stating policy number, dates of expiration, and limits of liability thereunder. The certificates shall also attach all relevant endorsements required in subparagraphs to (a), and shall be acceptable to the Authority.

(c) Approval of Forms and Companies. All coverage described in this contract shall be in a form and content satisfactory to the Contracting Officer. All insurance should be provided by insurance companies with a Best's Rating of A-/ VIII, or better.

(d) Additional Insured Endorsement. The policy or policies providing Commercial Automobile Liability and Commercial General Liability shall be endorsed to name DART, its directors, officers, representatives, agents and employees, as well as any other interests directed by DART, as Additional Insureds under this contract.

(e) All policies shall be endorsed to provide thirty (30) days advanced written notice of policy cancellation or modification.

DART Form 33D Page 6 of 15 Exhibit D

Revised dated 10/14/25

(f) Multiple Policies. The limits of liability as required above may be provided by a single policy of insurance or a combination of primary, excess or umbrella liability policies. But in no event shall the total limit of liability of any one occurrence or accident be less that the amount shown above.

(g) Deductibles. Companies issuing the insurance policies and the Contractor shall have no recourse against the Authority for payment of any premiums or assessments for any deductibles, as all such premiums and deductibles are the sole responsibility and risk of the Contractor.

(h) Subcontractors. If any part of the work is sublet, Contractor shall require any and all subcontractors performing work under this contract to carry Workers' Compensation Insurance, in accordance with paragraph (a) (3) above. The Contractor shall determine any other types of insurance and the limits of liability that Contractor shall deem appropriate and adequate to protect the interests of the Authority. In the event a subcontractor is unable to furnish any insurance required under this Contract, the Contractor shall endorse the subcontractor as an Additional Insured or become an Alternate Employer. The Contractor shall obtain and furnish to the Authority certificates of Insurance evidencing subcontractors' workers' compensation insurance coverage. All other insurance certificates for subcontractors shall be furnished to the Authority upon request.

(i) No Release. The carrying of the above-described coverage shall in no way be interpreted as relieving the Contractor of any other responsibility or liability under this agreement or any applicable law, statute, regulation or order.

10 Communications (D-200.21B, JAN 02)

(a) Official communications in connection with this Contract shall be in writing and delivered either personally, by facsimile, electronic, or by regular, registered or certified mail addressed to the assigned DART Contract Specialist. Telephone calls may be used to expedite communications, but they shall not be considered "official" unless confirmed in writing.

(b) A communication shall be deemed to have been "received" when it is in the actual possession of the person to whom it is addressed or that person's designated agent. For purposes of fixing the date and time of actual receipt, that date and time shall be placed on the communication and become part of the communication for the record.

11 Commercial Trade and Resale Authority (D-200.16A, JAN 02)

During the performance of this contract, the Contractor must be authorized to engage in the commercial trade and resale of any item to be furnished under this contract by the manufacturer of that item.

12 Contract Identification Number (D-200.21A, AUG 04)

The contract number shown on the Solicitation, Offer and Award Form, shall be clearly displayed on all correspondence, invoices and submittals.

13 Disclosure of Interested Parties (D-700.03, FEB 16)

(For contracts of $1 million or more or that require Board authorization)

As a condition for Contract award, the bidder or offeror selected for award in accordance with Texas Government Code, Section 2252.908, shall submit within 5 days of notification of Board approval a Disclosure of Interested Parties form electronically on the Texas Ethics Commission website and a signed notarized copy of the form to the Authority.

The Disclosure of Interested Parties form must be submitted as prescribed by the Texas Ethics Commission located at: https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm

DART Form 33D Page 7 of 15 Exhibit D

14 Drug and Alcohol Testing, Non-Construction (D-200.22A, OCT 24)

(a) The Contractor agrees to establish and implement a drug and alcohol testing program that shall comply with all applicable local, state and federal laws, standards, rules and regulations concerning Substance Abuse Programs, including but not limited to Federal Acquisition Regulation (FAR) 52.226-7 “Drug-Free Workplace”, 49 CFR Parts 40 and 655, produce any documentation necessary to establish its compliance with Parts 40 and 655, and permit any authorized representative of the United States Department of Transportation or its operating administrations, the State of Texas, or the Authority, to inspect the facilities and records associated with the implementation of the drug and alcohol testing program as required under 49 CFR Parts 40 and 655, and review the testing process. The Contractor agrees further to certify annually its compliance with Parts 40 and 655, and to submit the required Management Information System (MIS) reports. The certification and MIS reports shall be sent to the Contracting Officer not later than February 15 following the covered calendar year. To certify compliance the Contractor shall use the "Substance Abuse Certifications" in the "Annual List of Certifications and Assurances for Federal Transit Administration Grants and Cooperative Agreements," which is published annually in the Federal Register.

(b) In addition to the annual reporting requirement, the Contractor agrees to submit quarterly MIS reports.

Except for the quarter that coincides with the annual reporting date, these reports shall be sent to the Contracting Officer at the end of each calendar quarter, but not later than April 15, July 15, and October 15, respectively.

(c) Failure to comply with the provisions of this clause may require action in accordance with the "Termination" clause of the General Provisions.

15 Five Star Customer Service (D-700.01, APR 15)

As part of DART’s Five Star Customer Service initiative, we strive to create exemplary and distinctive interactions and experiences for our customers and the communities within which we provide mass transportation services. We aim to provide vehicles, facilities, security, technology, communications and services that are world class. As a Contractor with DART, we look to you via the supply of these specified services and/or materials to help us achieve our goal of extraordinary customer service.

16 Key Personnel (D-200.25, MAR 25)

The Contractor shall not remove or reassign any key personnel, without submitting a written request to and obtaining written consent from the Contracting Officer prior to taking such action. However, the Contractor shall, if requested to do so by the Contracting Officer, remove or reassign any key personnel not acceptable to the Authority. For performance of this contract the key personnel are those persons whose names are specified in the Contractor’s proposal.

17 State of Texas Public Transportation Contract (D-200.10C, FEB 91)

This contract contains monies provided by the State of Texas to DART under a Public Transportation Contract. Accordingly, whenever the word "UMTA," "Department of Transportation," "DOT," or the "Federal Government" is used in Exhibit E (the Addendum to General Provisions (Federally-Assisted Supply/Service Contract), the "State of Texas or its authorized representative" shall also be included.

18 U.S. Department of Homeland Security’s E-Verify System (D-700.02, APR 15)

By entering into this Contract, the Contractor certifies and ensures that it utilizes and will continue to utilize, for the term of this Contract, the U.S. Department of Homeland Security’s E-Verify system to determine the eligibility of:

DART Form 33D Page 8 of 15 Exhibit D

Revised dated 10/14/25

1. All persons employed to perform duties within Texas, during the term of the Contract; and

2. All persons (including subcontractors) assigned by the Respondent to perform work pursuant to the Contract, within the United States of America.

The Contractor shall provide, upon request of DART, an electronic or hardcopy screenshot of the confirmation or tentative non-confirmation screen containing the E-Verify case verification number for attachment to the Form I-9 for the three most recent hires that match the criteria above, by the Contractor, and Contractor’s subcontractors, as proof that this provision is being followed.

If this certification is falsely made, the Contract may be immediately terminated, at the discretion of the Authority and at no fault to the Authority, with no prior notification. The Contractor shall also be responsible for the costs of any re-solicitation that the Authority must undertake to replace the terminated Contract.

19 Protection of Authority Property (6-203.11, OCT 24)

The Contractor shall use reasonable care to avoid damaging existing buildings, equipment, and vegetation on or about premises owned by, or under the control of, the Authority. If the Contractor's failure to use reasonable care causes damage to any of this property, the Contractor shall replace or repair the damage at no expense to the Authority as the Contracting Officer directs. If the Contractor fails or refuses to make such repair or replacement, the Contractor shall be liable for the cost, which may be deducted from the contract price.

20 Authority Property (6-203.12, FEB 04)

(a) Authority-Furnished Property.

(1) Authority-furnished property means property in the possession of, or directly acquired by, the Authority and subsequently furnished to the Contractor for performance of a contract. Authority-furnished property includes, but is not limited to, spares and property furnished for repair, maintenance, overhaul, or modification. Authority-furnished property also includes contractor-acquired property if the contractor-acquired property is a deliverable under a cost contract when accepted by the Authority for continued use under the contract.

Authority property means all property owned or leased by the Authority. Authority property includes both Authority-furnished and Contractor-acquired property. Authority property includes material, equipment, special tooling, special test equipment, and real property. Authority property does not include intellectual property and software.

(2) The Authority shall deliver to the Contractor, for use in connection with and under the terms of this contract, the property described in the contract or specifications together with any related data and information that the Contractor may request and is reasonably required for the intended use of the property. The delivery or performance dates for this contract are based upon the expectation that Authority-furnished property suitable for use (except for property furnished "as-is") will be delivered to the Contractor at the times stated in the contract or, if not so stated, in sufficient time to enable the Contractor to meet the contract's delivery or performance dates subject to the obligation of the Contractor to provide information to the Authority sufficiently in advance of the date needed to allow the Authority to comply.

(3) If Authority-furnished property is received by the Contractor in a condition not suitable for the intended use, the Contractor shall, upon receipt of it, notify the Contracting Officer, detailing the facts, and, as directed by the Contracting Officer and at the Authority's expense, either repair, modify, return, or otherwise dispose of the property. After the Contractor completes the directed action and upon written request of the Contractor, the Contracting Officer shall make an equitable adjustment as provided in paragraph (h) of this clause.

DART Form 33D Page 9 of 15 Exhibit D

(4) If Authority-furnished property is not delivered to the Contractor by the required time, the

Contracting Officer shall, upon the Contractor's timely written request, make a determination of the delay, if any, caused the Contractor and shall make an equitable adjustment in accordance with paragraph (h) of this clause.

(b) Changes in Authority-Furnished Property.

(1) The Contracting Officer may, by written notice, (i) increase or decrease the Authority-furnished property provided or to be provided under this contract, or (ii) substitute other Authority-furnished property for the property to be provided by the Authority, or to be acquired by the Contractor for the Authority, under this contract, or (iii) withdraw authority to use property. The Contractor shall promptly take such action as the Contracting Officer may direct regarding the removal, shipment, or disposal of the property covered by such notice.

(2) Upon the Contractor's written request, the Contracting Officer shall make an equitable adjustment to the contract in accordance with paragraph (h) of this clause, if the Authority has agreed in the contract to make the property available for performing this contract and there is any --

(i) decrease or substitution in this property pursuant to sub-paragraph (b)(1) above; or

(ii) withdrawal of authority to use this property, if provided under any other contract or lease.

(c) Title in Authority Property.

(1) The Authority shall retain title to all Authority-furnished property.

(2) All Authority-furnished property and all property acquired by the Contractor, title to which vests in the Authority under this paragraph (collectively referred to as “property of the Authority”), are subject to the provisions of this clause. Title to property of the Authority shall not be affected by its incorporation into or attachment to any property not owned by the Authority, nor shall property of the Authority become a fixture or lose its identity as personal property by being attached to any real property.

(3) Title to each item of facilities, special test equipment, and special tooling (other than that subject to a Special Tooling clause) acquired by the Contractor for the Authority under this contract shall pass to and vest in the Authority when its use in performing this contract commences or when the Authority has paid for it, whichever is earlier, whether or not title previously vested in the Authority.

(4) If this contract contains a provision directing the Contractor to purchase material for which the

Authority will reimburse the Contractor as a direct item of cost under this contract --

(i) title to material purchased from a vendor shall pass to and vest in the Authority upon the vendor's delivery of such material; and

(ii) title to all other material shall pass to and vest in the Authority upon --

(A) issuance of the material for use in contract performance;

(B) commencement of processing of the material or its use in contract performance; or

(C) reimbursement of the cost of the material by the Authority, whichever occurs first.

(d) Use of Authority Property. The Contractor shall use the property of the Authority, either furnished or acquired under this contract only for performing this contract, unless otherwise provided in this contract or approved by the Contracting Officer.

DART Form 33D Page 10 of 15 Exhibit D

(e) Property Administration.

(1) The Contractor shall be responsible and accountable for all property of the Authority provided under this contract.

(2) The Contractor shall establish and maintain a program for the use, maintenance, repair, protection, and preservation of property of the Authority in accordance with sound industrial practice.

(3) If damage occurs to property of the Authority, the risk of which has been assumed by the Authority under this contract, the Authority shall replace the items or the Contractor shall make such repairs as the Authority directs. However, if the Contractor cannot effect such repairs within the time required, the Contractor shall dispose of the property as directed by the Contracting Officer. When any property for which the Authority is responsible is replaced or repaired, the Contracting Officer shall make an equitable adjustment in accordance with paragraph (h) of this clause.

(4) The Contractor represents that the contract price does not include any amount for repairs or replacement for which the Authority is responsible. Repair or replacement of property for which the Contractor is responsible shall be accomplished by the Contractor at its own expense.

(f) Access. (1) The Authority and shall have access to the Contractor’s premises and all Authority property at reasonable times for the purposes of reviewing, inspecting and evaluating the Contractor’s property management plan(s), systems, procedures, records, and supporting documentation that pertains to Authority property. This access includes all site locations and, with the Contractor's consent, all subcontractor premises. (2) Records of Authority property shall be readily available to authorized Authority personnel and shall be appropriately safeguarded. (3) Should it be determined by the Authority that the Contractor’s (or subcontractor’s) property management practices are inadequate or not acceptable for the effective management and control of Authority property under this contract, or present an undue risk to the Authority, the Contractor shall prepare a corrective action plan when requested by the Authority and take all necessary corrective actions as specified by the schedule within the corrective action plan.

(g) Risk of Loss. Unless otherwise provided in this contract, the Contractor assumes the risk of, and shall be responsible for, any loss or destruction of, or damage to, property of the Authority upon its delivery to the Contractor or upon passage of title to the Authority under paragraph (c) of this clause. However, the Contractor is not responsible for reasonable wear and tear to property of the Authority or for property of the Authority properly consumed in performing this contract.

(h) Equitable Adjustment. When this clause specifies an equitable adjustment, it shall be made to any affected contract provision in accordance with the procedures of the Changes Clause. When appropriate, the Contracting Officer may initiate an equitable adjustment in favor of the Authority. The right to an equitable adjustment shall be the Contractor's exclusive remedy. The Authority shall not be liable to suit for breach of contract for --

(1) any delay in delivery of Authority-furnished property;

(2) delivery of Authority-furnished property in a condition not suitable for its intended use;

(3) an increase, decrease, or substitution of, Authority-furnished property; or

(4) failure to repair or replace property of the Authority for which the Authority is responsible.

(i) Final Accounting and Disposition of Property of the Authority. Upon completing this contract, or at such

DART Form 33D Page 11 of 15 Exhibit D

Revised dated 10/14/25 earlier dates as may be fixed by the Contracting Officer, the Contractor shall submit, in a form acceptable to the Contracting Officer, inventory schedules covering all items of property of the Authority (including any resulting scrap) not consumed in performing this contract or delivered to the Authority. The Contractor shall prepare for shipment, deliver f.o.b. origin, or dispose of the property of the authority as may be directed or authorized by the Contracting Officer. The net proceeds of any such disposal shall be credited to the contract price or shall be paid to the Authority as the Contracting Officer directs.

(j) Abandonment and Restoration of Contractor's Premises. Unless otherwise provided herein, the Authority --

(1) may abandon any property of the Authority in place, at which time all obligations of the Authority regarding such abandoned property shall cease; and

(2) has no obligation to restore or rehabilitate the Contractor's premises under any circumstances (e.g., abandonment, disposition upon completion of need, or upon contract completion). However, if the Authority-furnished property (listed in the Schedule or specifications) is withdrawn or is unsuitable for the intended use, or if other property of the Authority is substituted, then the equitable adjustment under paragraph (h) of this clause may properly include restoration or rehabilitation costs.

(k) Communications. All communications under this clause shall be in writing.

21 Certificate of Conformance (6-203.13, OCT 24)

(a) When authorized in writing by the Contracting Officer, the Contractor shall ship with a Certificate of Conformance any supplies for which the contract would otherwise require inspection at source. In no case shall the Authority's right to inspect supplies under the inspection provisions of this contract be prejudiced.

Shipments of such supplies will not be made under this contract until use of the Certificate of Conformance has been authorized in writing by the Contracting Officer or inspection and acceptance have occurred.

(b) The Contractor's signed certificate shall be attached to or included on the top copy of the inspection or receiving report distributed to the Authority. In addition, a copy of the signed certificate shall be attached to or entered on copies of the inspection or receiving report accompanying the shipment.

(c) The Authority has the right to reject defective supplies or services within a reasonable time after delivery by written notification to the Contractor. The Contractor shall in such event promptly replace, correct, or repair the rejected supplies or services at the Contractor's expense.

(d) The certificate shall read as follows:

“I certify that on <___[a]____>, the <___[b]____> [insert Contractor's name] furnished the supplies or services called for by Contract No. <___[c]____> via <___[d]____> on <___[e]____> in accordance with all applicable requirements. I further certify that the supplies or services are of the quality specified and conform in all respects with the contract requirements, including specifications, drawings, testing, preservation, packaging, packing, marking requirements, and physical item identification (part number), and are in the quantity shown on this or on the attached acceptance document.”

Date of Execution:<___[f]____>

Signature: <___[g]____>

Title: <___[h]____>

DART Form 33D Page 12 of 15 Exhibit D

22 Warranty of Services (6-303.10, OCT 24)

(a) "Acceptance" as used in this clause, means the act of an authorized representative of the Authority by which the Authority assumes for itself, or as an agent of another, ownership of existing and identified supplies, or approves specific services, as partial or complete performance of the contract. "Correction," as used in this clause, means the elimination of a defect.

(b) Notwithstanding inspection and acceptance by the Authority or any provision concerning the conclusiveness thereof, the Contractor warrants that all services performed under this contract will, at the time of acceptance, be free from defects in workmanship and conform to the requirements of this contract.

The Contracting Officer shall give written notice of any defect or nonconformance to the Contractor within 45 days after discovery of defect. This notice shall state either (1) that the Contractor shall correct or reperform any defective or nonconforming services, or (2) that the Authority does not require correction or reperformance.

(c) If the Contractor is required to correct or reperform, it shall be at no cost to the Authority, and any services corrected or reperformed by the Contractor shall be subject to this clause to the same extent as work initially performed. If the Contractor fails or refuses to correct or reperform, the Contracting Officer may, by contract or otherwise, correct or replace with similar services and charge to the Contractor the cost occasioned to the Authority thereby, or make an equitable adjustment in the contract price.

(d) If the Authority does not require correction or reperformance, the Contracting Officer shall make an equitable adjustment in the contract price.

23 Performance Bond (5-302, OCT 24)

a. Performance Bond. The Contractor shall provide a Performance Bond if the contract amount exceeds $100,000.

b. The bond(s) shall be solely for the protection of the Authority (and not third parties) If permitted by the solicitation and contract, the Contracting Officer may reduce the amount of the bond as work is completed if such officer determines in writing that such reduction is in the best interest of the Authority.

c. All required bonds shall follow and be provided on the Exhibit R (Performance Bond) forms accompanying the solicitation in an amount equal to one hundred percent (100%) of the contract amount.

d. The surety company providing the bonds must be authorized to do business in the State of Texas. The surety company shall be approved for the amount of the bonds and, either hold a certificate of authority from the U.S. Department of Treasury or have obtained reinsurance from a Treasury listed insurer, in accordance with the requirements of Texas Government Code, Chapter 2253.021, as amended.

e. The Contractor shall be required to submit all required bonds within ten (10) days from the date of Notice of Award.

DART Form 33D Page 13 of 15 Exhibit D

24 Payment Bonds (5-303, OCT 24)

a. Payment Bond. The Contractor shall provide a Payment Bond if the contract amount exceeds $25,000.

b. The bond(s) shall be solely for the protection of the Authority to cover any financial risk(s) associated to direct and indirect contract payment bond beneficiaries. If permitted by the solicitation and contract, the Contracting Officer may reduce the amount of the bond as work is completed if such officer determines in writing that such reduction is in the best interest of the Authority.

c. All required bonds shall follow and be provided on the Exhibit Q (Payment Bond) forms accompanying the solicitation in an amount equal to one hundred percent (100%) of the contract amount. The surety company providing the bonds must be authorized to do business in the State of Texas. The surety company shall be approved for the amount of the bonds and, either hold a certificate of authority from the U.S. Department of Treasury or have obtained reinsurance from a Treasury listed insurer, in accordance with the requirements of Texas Government Code, Chapter 2253.021, as amended.

d. The Contractor shall be required to submit all required bonds within ten (10) days from the date of Notice of Award.

25 Tariffs and Duties

Unless otherwise provided in this contract, the contract price includes all applicable Federal, State, local taxes, tariffs, duties, and related import fees.

a. The Contractor represents that all unit prices for goods and materials furnished under this contract imported from outside of the United States include all applicable taxes, tariffs, duties, and related import fees in effect on the contract date.

b. At the time of each shipment for goods and materials required for the performance of this contract, the Contractor shall furnish the Authority with proof of customs entry documentation (https://www.cbp.gov/sites/default/files/assets/documents/2023-Nov/CBP%20Form%207501.pdf or equivalent), commercial invoices, and packing lists evidencing payment of all duties, tariffs, and fees imposed on imported goods and materials.

c. Unless the contract explicitly provides otherwise, the Contractor will not be reimbursed by the Authority for applicable taxes, duties, tariffs or related import charges on goods and materials required for the performance of this contract that are in effect on the contract date. The Contractor agrees all such charges are already included in the contract price.

d. If, after the contract date, new or increased applicable federal, state, local tax, tariffs, or duties, which were previously excluded on the contract date, is imposed on goods or materials required for the performance of this contract that the Contractor is now required to pay or bear as the result of legislative, judicial, or administrative action taking effect after the contract date, the Contractor may submit a request for an Equitable Adjustment, provided Contractor state in writing that:

i. The contract price does not include any contingency for such tax, tariffs, or duties; and

ii. The liability for such was not incurred through the Contractor’s fault, negligence, or failure to follow instructions of the Contracting Officer.

The Contractor shall also submit adequate customs entry documentation or equivalent, itemizing the new applicable federal, state, local tax, tariffs, duties, or import fees the Contractor must pay. Any such equitable adjustment request shall be negotiated and, if agreed, incorporated via a contract modification under the

DART Form 33D Page 14 of 15 Exhibit D

Revised dated 10/14/25

Equitable Adjustments and/or Change Orders provisions of the contract. No adjustment shall be made in the contract price under this clause unless the amount of the adjustment exceeds $250.

e. The Contractor agrees the contract price shall be decreased by the amount of any federal, state, local taxes, tariffs, duties, or related import fees for which the Contractor obtains a refund or drawback, as the result of legislative, judicial, or administrative action taking effect after the contract date.

f. The Contractor agrees that the contract price shall be decreased by the amount of any federal, state, local taxes, tariffs, duties, or related import fees that the Contractor does not obtain a refund of, through the Contractor’s fault, negligence, or failure to follow instructions of the Contracting Officer.

g. The Contractor shall promptly notify the Contracting Officer of all matters relating to any federal, state, local taxes, tariffs, duties, or related import fees that reasonably may be expected to result in either an increase or decrease in the contract price and shall take appropriate action as the Contracting Officer directs.

h. The Authority shall, without liability, furnish evidence appropriate to establish exemption from any federal, state, or local tax, tariffs, duties, or related import fees when the Contractor requests such evidence and reasonable basis exists to sustain the exemption.

i. The Authority reserves the right to audit all customs and import records related to this contract under the Examination and Retention of Records provision of the contract to verify accuracy of all Contractor declared tariffs/duties and compliance with this clause.

26 Pricing of Adjustments (6-203.01, OCT 24)

When costs are a factor in any determination of a contract price adjustment pursuant to the "Changes" clause or any other provision of this contract, such costs shall be in accordance with Chapter 7 (Cost Principles) of the Authority's Procurement Regulations in effect on the date of this contract.

27 D3 RIN Price Determination and Reporting

The value of D3 Renewable Identification Numbers (RINs) generated and transacted under this Agreement shall be determined using the Oil Price Information Service (OPIS) D3 Cellulosic RIN Index, as published in the OPIS Renewable Identification Number (RIN) Report or OPIS Environmental Products Report, hereinafter referred to as the “OPIS Index.”

The monthly average of the OPIS D3 RIN Index shall be used to determine the D3 RIN credit value applicable to that billing period. In the event of a discrepancy or missing publication day, the immediately preceding available OPIS Index value shall be used for calculation purposes.

Should OPIS cease publication of this index, the Parties shall identify and mutually agree upon a comparable, substitute, independent, and verifiable benchmark (e.g., Argus RINs Index or EPA EMTS) or a benchmark of equivalent market credibility to ensure continuity and transparency of valuation.

The Contractor shall provide DART with the OPIS D3 RIN Index value for each business day within the billing month that includes (a) the daily D3 RIN closing price as published by OPIS; (b) A summary spreadsheet showing all daily values, the monthly average, and the high and low for the period; and (c) A copy of the corresponding OPIS RIN Report or verified extract for audit purposes.

DART Form 33D Page 15 of 15 Exhibit D

Revised dated 10/14/25

28 D3 RIN Floor Pricing

The Contractor shall guarantee a minimum D3 RIN credit value ($) per RIN as outlined in the agreed-upon Contract Cost/Pricing Schedule. Should the market rate fall below the guaranteed minimum, the Contractor shall adjust payments to ensure DART receives no less than the agreed guaranteed minimum value per RIN. Conversely, if the market value of D3 RINs exceeds the proposed minimum, the higher prevailing rate shall apply.

29 D3 RIN Revenue Share

The Contractor shall provide a fixed revenue share of the D3 RIN value per transaction to the Authority, as outlined in the agreed-upon Contract Cost/Pricing Schedule.