2-Exhibit A - PennDOT Grant.pdf

Internal Order Number: 89975 Agreement #: C920003363

Grantee: City of Lancaster PA SAP Vendor#: 138880

Project Title: Pedestrian and Vehicular Signal Upgrade Project

MPMS#: 121884

Total Grant Amount Not to Exceed: $ 793,272.00 Grant Type:

PennDOT Fiscal Year: 2024 Local Grant (Pub 9)

Local Grant (Pub 740)

Local Grant (PennDOT Design)

GREEN LIGHT-GO PROGRAM GRANT/REIMBURSEMENT AGREEMENT

This Green Light-Go Program Grant/Reimbursement Agreement is between the

Commonwealth of Pennsylvania, Department of Transportation (�PennDOT�), and the

City of Lancaster PA, a political subdivision duly and properly formed under the laws of the Commonwealth of Pennsylvania, acting through its proper officials (�Grantee�).

This agreement is pursuant to 74 Pa.C.S. Chapter 92 (relating to traffic signals) and 75

Pa.C.S. § 9511(e.1) (relating to allocation of proceeds). The Green Light�Go Program provides financial assistance to municipalities or metropolitan or rural planning organizations requiring a 20% match from any combination of Federal, State, regional, local and private funds except for transportation improvement program funds. Municipalities may request financial assistance for existing traffic signal maintenance and operations activities identified in 75 Pa.C.S. § 9511(e.1).

The parties, intending to be legally bound, agree as follows:

1. General Provisions.

a. Project Defined. PennDOT, following review of Grantee�s application, has selected its project, more fully described below, for participation in the Green

Light-Go Program. The Project consists of the Scope of Work attached as Exhibit

A. The Project was competitively selected, and therefore PennDOT shall not allow substantial scope changes or substitute projects after an award is made.

b. Order of Precedence. If there is ambiguity or inconsistency between the agreement and the attached Exhibits, the terms and conditions in this agreement shall have precedence to the extent of the ambiguity or inconsistency.

2. Project Cost Estimate.

PennDOT is awarding, and the Grantee is accepting, a grant in the amount of

$ 793,272.00. The Project Cost Estimate, attached as Exhibit B, sets forth the total estimated cost of the Project.

a. Maximum Amount of Reimbursement. The maximum amount of reimbursement to the Grantee is $793,272.00, or 80% of the actual Project cost, whichever is less.

The Grantee is responsible for all Project costs exceeding the grant amount.

b. Municipal Match. The Grantee is responsible to pay a municipal match of

20.00% of the actual Project cost.

c. Fully Executed Amendment. All changes to terms and conditions of this agreement, with the exception of Sections 3 and 29, must be in the form of a fully executed amendment signed by the same entities that executed the original agreement.

3. Term and Termination.

a. Effective Date. The Effective Date will be the date that this agreement is fully executed by the Grantee and PennDOT and all approvals required by

Commonwealth contracting procedures have been obtained, as indicated by the date of the last Commonwealth signature. Following full execution, the Effective

Date will be included on the e-signature page which will be attached below.

b. Milestones. The Project funding begins on the Effective Date and ends on the

Agreement Expiration Date shown below.

i. Pre-construction. Pre-construction activities (preliminary engineering, final design, right-of-way acquisition, and utility work; collectively �Final

Plans�) may begin on the Effective Date. PennDOT will notify Grantee of the Effective Date, which shall serve as notice to proceed with pre-construction activities.

ii. Construction. Construction activities shall not begin until PennDOT approves the Final Plans and gives Grantee written authorization to proceed.

iii. Project Deadlines. Project activities shall be completed by the following deadlines:

c. Extensions. Project Deadlines may be extended by letter of adjustment at

PennDOT�s discretion before the Agreement Expiration Date. If PennDOT determines that the Project Deadlines should be extended, PennDOT will extend such dates by sending the Grantee notification via a letter of adjustment. A sample

Letter of Adjustment is attached as Exhibit C and made part of this agreement. The letter of adjustment is not effective until duly authorized representatives of

PennDOT, the Grantee, and the Office of Comptroller Operations sign and date the letter of adjustment. If a deadline is not met or extended, PennDOT may (i) suspend payment of the grant funds until the Completion of Construction is achieved or (ii) terminate this agreement in accordance with Subsection (g) below.

Completion of Construction May 15, 2027

Submission of Final Invoice to PennDOT May 31, 2027

Agreement Expiration Date June 30, 2027

d. Prompt Completion. PennDOT will not make any payments after the Agreement

Expiration Date.

e. Termination for Convenience. Either party has the right to terminate this agreement for convenience prior to the start of Pre-construction Activities, and not after, by providing written notice to the other party.

f. Termination for Lack of Funds. PennDOT may terminate this agreement if it does not receive the necessary state funds allocated for the Project. PennDOT will provide Grantee written notice of the termination and state the Effective Date of the termination. PennDOT will reimburse the Grantee for all eligible work performed under this agreement up to the date of termination. Grantee shall submit invoices for work completed prior to the termination date within 30 days after the termination date.

g. Termination for Cause. PennDOT may terminate this agreement if the Grantee materially breaches this agreement and the breach is not cured within 15 days after written notice was provided to the Grantee. Termination will be effective at the end of the 15-day period unless the Grantee cures the breach (or, in the case of a breach incapable of cure within that period, the Grantee provided a written plan to cure the breach as soon as practicable, together with an undertaking to carry out the plan). If this agreement is terminated for cause before the Project is completed, PennDOT, at its discretion, may reimburse the Grantee for any incurred costs.

Grantee shall reimburse PennDOT, if requested, for costs incurred by PennDOT for the Project up until the date of termination of this agreement.

h. Abandonment or Postponement of Project. If the Grantee abandons or indefinitely postpones the Project, Grantee may terminate this agreement by sending PennDOT a 30-day written notice of termination. If Grantee terminates the agreement, Grantee shall reimburse PennDOT for all costs incurred by PennDOT for the Project up until the date of termination. PennDOT may consider lack of activity on the Project by the Grantee or failure to pay its contractor(s) or consultant(s) as reason for it to terminate for cause under Subsection (g).

i. Accrued Rights and Obligations. Termination shall not release either party from liability which has already accrued to the other party at the time of termination or which is attributable to a period before termination, nor preclude either party from pursuing rights and remedies it may have with respect to any breach of this agreement. Section 21 of this agreement (relating to indemnification) shall survive the expiration or termination of this agreement for any reason.

4. Grantee Design and Contract Development.

a. Grantee-Designed Project. If the Project is designated as a Local Grant

(Publication 9) or Local Grant (Publication 740) (as identified on the first page of this agreement), Grantee, with its own forces or by contract, shall design the

Project. Selection of consultants shall be in accordance with the identified publication � either PennDOT Publication 9 or PennDOT Publication 740. The

Grantee, by contract or with its own forces, is responsible for all work involved with contract development, including preparation of all plans, specifications, estimates (�PS&E�) and bid proposal documents required to bid the Project.

Exhibit D, attached to and made a part of this agreement, lists the documents that may be required for the bid proposal. All work shall conform with applicable federal and state laws and requirements including, but not limited to, those outlined in Section 17.

b. Design Criteria. The design must be in accordance with such standards, criteria, policies and procedures as PennDOT may issue from time to time relating to projects funded by the Green Light-Go Program.

c. Design Approval. The Grantee shall secure all necessary approvals, permits and licenses from all other governmental agencies, as may be required to complete the

Project. This obligation includes, where necessary, preparing or revising environmental reports or other documents required by law, environmental litigation or both; and the defense of environmental litigation resulting from the planning, design or construction of the Project. At PennDOT�s request, the

Grantee, prior to advertising and letting the Project, shall furnish PennDOT with evidence of the approval and permits, licenses, and where necessary, approved environmental documents.

d. Method of Letting and Award. The Grantee, upon completion, shall submit all required bid documents to PennDOT for review and approval. PennDOT will issue an authorization to advertise for bids, upon:

i. Approval of a right-of-way certification (if applicable);

ii. Approval of a Utility Clearance Assurance Statement (if applicable);

iii. Completion of the PS&E review; and

iv. Satisfactory resolution of any comments.

e. Addenda. PennDOT, prior to issuance to prospective bidders, will review and approve any addenda to the approved bid documents.

f. Prequalification. All bid documents must require the contractor be prequalified by PennDOT pursuant to 67 Pa. Code Chapter 457, Prequalification of Bidders, and that the contractor use only PennDOT-certified materials.

g. Additional Insured. All bid documents must require that the prospective bidders name the Grantee as an additional insured on the certificate of insurance.

5. PennDOT Design and Contract Development Projects. If identified as a Local Grant

(PennDOT Design) on the first page of this agreement, the following shall apply:

a. PennDOT Design. Preliminary engineering and final design must be performed by PennDOT employees, contractors or consultants. PennDOT, by contract or with its own forces, will be responsible for preparation of all plans, specifications, and estimates (�PS&E�) documents required to bid the Project. Grantee, by contract or its own forces, is responsible for preparing bid proposal documents required to bid the project.

b. Deduction of Design Costs. Costs incurred by PennDOT for preliminary engineering and final design shall be deducted from the grant amount due to the

Grantee for reimbursement for construction and construction inspection.

PennDOT will deduct from the grant amount by sending the Grantee notification via a letter of adjustment. A sample Letter of Adjustment is attached as Exhibit C and made part of this agreement. The letter of adjustment is not effective until duly authorized representatives of PennDOT, the Grantee, and the Office of

Comptroller Operations sign and date the letter of adjustment. All municipal matching funds shall be applied to construction and construction inspection costs.

6. Construction Letting and Award. The Grantee shall advertise for bids, open bids, and award the construction contract in its own name, in accordance with applicable federal and state law, PennDOT policies and requirements applicable to projects not administered in PennDOT�s Engineering and Construction Management System

(�ECMS�). The Grantee shall execute the contract and issue the notice to proceed.

7. Construction Inspection.

a. Inspection Responsibilities. The Grantee, with its own forces or by contract, shall provide staff to inspect and supervise adequately all construction work in accordance with the approved plans and specifications, including, but not limited to, the most current version of PennDOT Publication 408, Specifications, and its amendments and supplements. The Grantee shall provide the proper supervision and construction inspection to ensure that all work is in accordance with the most current version of Publication 9. PennDOT, based on requirements of the most current version of PennDOT Publication 740, will determine the level of inspection and the number of inspectors required for each project, as well as the qualifications required for the Grantee�s inspectors. PennDOT will oversee the Project but will not provide these inspection services.

b. PennDOT�s Right to Inspection. In addition to the inspection services that the

Grantee shall provide pursuant to Subsection (a) above, PennDOT, another agency of the Commonwealth, or both, or a person designated or authorized by PennDOT shall have the absolute right to conduct, without notice, inspections related to the

Project. Furthermore, PennDOT has the right to conduct additional Project-related inspections and testing.

8. Utility, Right-of-Way, and PUC Matters. If the Project involves utility relocation, right-of-way acquisition, or application to the Pennsylvania Utility Commission

(�PUC�), the Grantee shall proceed in accordance with the standards and criteria contained in Publication 740 and any PennDOT policies, publications, manuals, or other documents applicable to these matters.

9. Availability of Municipal Funds.

a. Availability of Grantee�s Funds. The Grantee, by executing this agreement, certifies that it has on hand, or will obtain over the life of the Project, sufficient funds to meet all of its obligations under the terms of this agreement. Further, the

Grantee, and not PennDOT, shall provide all funds needed to pay any costs incurred in excess of those costs eligible for state assistance and shall bear such excess costs. The Grantee is solely responsible for 100% of this portion of the total

Project costs. The Grantee may use any combination of funds from its own budget, outside sources, or both, whether public or private, except for transportation improvement program funds.

b. Liquid Fuels Tax Fund Account. Grantee may use moneys from its Liquid Fuels

Tax Fund Account for payments to contractor(s), consultant(s), or vendor(s)

(collectively, �Project subcontractors�) prior to seeking reimbursement from

PennDOT, subject to the following conditions:

i. The activity or item shall be otherwise eligible as a Liquid Fuels Tax

Fund expenditure, in accordance with the relevant statutes governing allocation to and expenditures from the Liquid Fuels Tax Fund Account;

67 Pa. Code Chapter 449, relating to Liquid Fuels Tax Funds; and

Publication 9; and

ii. Following reimbursement by PennDOT, the Grantee shall promptly repay its Liquid Fuels Tax Fund account in an amount equal to the amount of Liquid Fuels Tax Fund moneys expended and shall provide

PennDOT with documentation evidencing the repayment.

10. Payment Procedures and Responsibilities.

a. Payment. Subject to the terms set forth in this agreement, PennDOT, from funds allocated by the General Assembly for the Green Light-Go Program, will make payment to the Grantee for the allowable costs of the Project, subject to the reimbursement amount and municipal match indicated in Section 2.

b. Payment Requests. The Grantee shall submit to PennDOT payment requests for the following items:

i. Allowable costs for work performed by the Grantee�s forces on the

Project;

ii. Work performed on the Project by the Grantee�s contractor(s) or consultant(s);

iii. Materials, supplies and equipment provided for the Project by vendors;

and

iv. Allowable costs incurred in the acquisition of right-of-way, utility relocations or both, if the Project involves these activities and the Green

Light-Go Program funding assistance is being made available for them.

c. Invoice Documentation. Payment requests are limited to one request per month.

The Grantee shall submit itemized invoices and include actual costs documentation, consisting of approved contract estimates of work-in-place, approved invoices or other evidence of incurred costs, satisfactory to PennDOT.

Payment requests must be submitted using the forms, systems, and procedures identified on the PennDOT Traffic Signal Portal (www.dot.state.pa.us/signals).

d. Project Subcontractors Invoices. The Grantee is obligated to submit to PennDOT invoices from its Project subcontractors as it receives them, in accordance with the submission schedule set forth above, to assure prompt payment of the Project subcontractors for work performed and materials supplied to date. The Grantee shall, within ten calendar days of receipt of funds from PennDOT, make payments to Project subcontractors for services and materials properly invoiced under the

Project. The Grantee shall provide to PennDOT, within 30 calendar days of receipt of award fund, by way of supporting documentation, verification of payment of

Project subcontractors by means of a copy of the cancelled check or a certified letter from Project subcontractors acknowledging payment.

e. In-Kind Services. All in-kind services should be documented and submitted using

PennDOT�s In-Kind Contributions Documentation Form, which is available upon request. The value of in-kind services, subject to PennDOT�s review and approval, may be included in the calculation of the total actual cost of the Project.

f. PennDOT�s Share of Project Costs. Following review and approval of the payment request, PennDOT will pay the Grantee for PennDOT�s share of allowable Project costs.

g. Grantee�s Share of Project Costs. The Grantee shall pay PennDOT�s share and the

Grantee�s share of these costs to its Project subcontractors within ten calendar days from receipt of PennDOT�s payment, but the final ten percent of the total payment shall not be paid by the Grantee until final inspection and approval of the Project.

The Grantee, as part of its record-keeping obligation, shall maintain records of receipt and payment of such funds. Failure to comply with this Subsection or the requirements of Section 10, shall constitute a default. If the Grantee is a political subdivision, PennDOT has the additional right to invoke Section 11(a)(iii) below, relating to withholding of Liquid Fuels Funds.

h. Excess Costs. The Grantee is responsible for all costs not paid for or reimbursed by

PennDOT with Green Light-Go Program funds, including, but not limited to the following:

i. Any costs relating to or resulting from changes made to the approved plans or specifications;

ii. Time delays and extensions of time or termination of construction work;

iii. Interest for late payments;

iv. Interest incurred by borrowing money;

v. Unforeseen right-of-way and other property damages and costs resulting from the acquisition or condemnation, or both, of lands for the

Project or the construction of the improvements;

vi. Unforeseen utility relocation costs;

vii. Unforeseen costs for environmental litigation and reports; and

viii. All other unforeseen costs and expenses not included in the estimates of preliminary engineering, final design, utility relocation, right-of-way acquisition and construction costs, but which are directly related to or caused by the planning, design or construction of the Project.

This provision shall not preclude the Grantee from modifying the scope of the

Project, with the approval of PennDOT, in the event that the costs exceed the available funds.

i. Additional or Extra Work. PennDOT will not reimburse the Grantee for additional or extra work done or materials furnished if not specifically provided for in the approved plans and specifications, unless PennDOT has issued prior written approval of the additional or extra work or materials. If the Grantee performs any work or furnishes any materials without PennDOT�s prior written approval, the

Grantee does so at its own risk, cost and expense. The Grantee shall not interpret

PennDOT�s approval as authority to increase the maximum amount of state assistance in Section 2(a) above.

j. Final Invoice. The Grantee shall submit its final invoices for reimbursement, of the items set forth in Subsection (b) above to PennDOT by the deadline established under Section 3(b)(iii), unless extended by letter at the PennDOT�s discretion before the Expiration Date. If the Grantee fails to submit its final invoices within the deadlines set forth in Section 3, it forfeits the right to all remaining state financial participation in the Project. After payment of the final invoice submitted for reimbursement, PennDOT will liquidate any remaining grant funds, and

Grantee shall not be able to request additional reimbursement.

k. PennDOT Right to Validate Disbursement of Funds. Prior to the disbursement of funds, PennDOT may conduct inspections, testing, review, or audit records of accounts to validate, to the satisfaction of the Department, that the disbursement of funds is warranted.

11. Liability, Forfeiture of Funds, and Repayment.

a. If the Grantee fails to comply with the terms and conditions of this agreement, the following conditions apply:

i. The Grantee shall immediately reimburse PennDOT the amount demanded by PennDOT, up to the total amount of the award.

ii. PennDOT may, at its discretion, disqualify the Grantee from future consideration for funds issued under the Green Light-Go Program.

iii. If the Grantee is a political subdivision and if it fails to perform any of the terms, conditions, or provisions of this agreement, including, but not limited to, any default of payment for a period of 30 days, the Grantee authorizes PennDOT to withhold so much of the Grantee�s Liquid Fuels

Tax Fund allocation as may be necessary to complete the Project or reimburse PennDOT in full for all costs due under this agreement; and the Grantee authorizes PennDOT to withhold such amount and to apply such funds, or portion of those funds, to remedy such default.

b. The Grantee aggrieved by a decision of PennDOT may take an appeal under 2

Pa.C.S. §§ 501�508 and 701�704 (relating to Administrative Agency Law) and 1

Pa. Code Part II (relating to General Rules of Administrative Practice and

Procedure).

12. Maintenance and Operation Requirements.

a. Grantee�s Responsibilities. The Grantee, at its sole cost and expense, shall operate and maintain, all traffic signal improvements installed under the Project, pursuant to a separate traffic signal maintenance agreement between PennDOT and the

Grantee and a traffic signal permit issued by PennDOT to the Grantee.

b. No Exemption from Compliance. The existence of functioning maintenance and operation services shall not exempt the Grantee from complying with the provisions of the Vehicle Code (75 Pa. C.S. § 101 et seq.), as amended, pertaining to traffic control devices, or with application provisions of the State Highway Law

(36 P.S. § 670-101 et seq.), as amended.

c. Enforcement of Statutes, Regulations or Ordinances. Each party shall administer, enforce and maintain any statutes, regulations or ordinances within its jurisdiction necessary for the operation of the improvements, including parking regulations and traffic controls as necessary. The enforcement obligations relating to the regulations are governed by the statutes of the Commonwealth of Pennsylvania, and more particularly by those statutes relating to municipalities; the Vehicle

Code, as amended; and the State Highway Law of 1945, as amended, as well as those ordinances, rules and regulations issued by appropriate governmental agencies in implementation of these statutes.

d. Failure to Maintain. The Grantee acknowledges that PennDOT may disqualify the

Grantee from future state participation on Grantee-maintained projects if the

Grantee fails to:

i. Provide for the proper maintenance and operation of the completed improvements; or

ii. Maintain and enforce compliance with any statutes, regulations, or ordinances under its jurisdiction necessary for the operation of the improvements.

e. Withholding State Funds. PennDOT shall withhold state funds until one or both of the following (as applicable) have taken place:

i. The Grantee has corrected the maintenance and operation services to a condition of maintenance and operation satisfactory to PennDOT.

ii. The Grantee has brought the traffic operations on the improvements, including enforcement of statutes, regulations or ordinances, up to a level satisfactory to PennDOT.

f. Reimbursement from Railroad or Other Party. This agreement is without prejudice to the right of the Grantee to receive reimbursement for maintenance costs from any railroad or party other than PennDOT, if so ordered by the PUC, where a rail-highway crossing bridge is under the jurisdiction of the PUC.

13. Audits and Recordkeeping. The Grantee shall maintain full and complete records of receipts and disbursements of Project funds for three years from the date of final payment of grant funds under this agreement to the Grantee for inspection and audit.

a. Audits.

i. The Grantee shall keep records as PennDOT may prescribe, including records which facilitate an effective audit and fully disclose:

1. The amount and disposition by the Grantee of the award proceeds;

2. The total cost of the plan or program in connection for which the award is given or used;

3. The amount and nature of that portion of the cost of the plan or program supplied by other sources; and

4. Time records for personnel performing any work shall account for direct labor performed on the Project as well as the time of any personnel included in the computation of overhead costs. In addition, the Grantee shall keep, and shall require its contractor(s), to keep, a complete record of time for personnel assigned part-time to the Project. A record of time limited to only their work on this Project will not be acceptable.

ii. PennDOT shall have access to books, documents, papers, and records of the award recipient that are pertinent to an award issued under this chapter for the purpose of audit and examination. This includes progress audits during the project.

iii. The Grantee shall establish and maintain an adequate accounting record for the

Project which will allow PennDOT to determine the legitimacy of costs incurred for the Project.

iv. The Grantee shall maintain effective control over and accountability for all funds, property, and other assets. The Grantee shall adequately safeguard assets and ensure that assets are used solely for authorized purposes.

v. The Grantee shall establish procedures to minimize the time elapsing between the transfer of funds from PennDOT and the distribution by the Grantee whenever funds are advanced by PennDOT.

vi. The Grantee shall include a clause in any contract related to the award that allows PennDOT access to the Grantee�s contractor's records for purposes of accounting and audit.

b. Retention of Records.

i. The Grantee shall retain for three years after the date of PennDOT�s final payment of grant funds documentary evidence such as invoices, cost estimates, negotiation documents, and evidence for payment regarding any items of project cost. These documents include, but are not limited to, the following:

1. Monthly status updates;

2. Vendor�s invoices;

3. Applicable purchase orders;

4. Plans;

5. Inspection reports;

6. Final inspection report showing acceptance for the Project;

7. A record of disposition or correction of unsatisfactory work;

8. Vouchers;

9. Cancelled checks or warrants; and

10. Receipts for cash payments.

ii. If audit findings have not been resolved, records shall be retained until the findings have been resolved.

14. Reporting Requirements. The Grantee shall comply with the reporting requirements contained in PennDOT Publication 191 (Traffic Signal Maintenance Manual) for the life of the equipment installed by the Project. At the completion of the Project, Grantee shall update PennDOT's Traffic Signal Asset Management System (TSAMS) to indicate the Project work was completed in accordance with this agreement.

15. Relevant Qualifications or Skills. The Grantee shall ensure personnel performing work for the Project are qualified to perform the tasks indicated. The Grantee shall abide by all guidance provided in PennDOT Publication 191 related to minimum requirements for each staff personnel.

16. Compliance with Legislation, Regulations, and Policies. The Grantee shall comply with all laws, regulations, and applicable policies when undertaking the Project, including the following:

a. Federal Statutes and Regulations. The Manual on Uniform Traffic Control

Devices (MUTCD), approved by the Federal Highway Administrator as the

National Standard in accordance with Title 23 U.S. Code, Sections 109(d), 114(a), 217, 315, and 402(a), 23 CFR 655, and 49 CFR 1.48(b)(8), 1.48(b)(33), and 1.48(c)(2);

b. Pennsylvania Statutes and Regulations. The Pennsylvania Vehicle Code (75 Pa.

C.S. §§3111 � 3115 and §§6101 � 6129), PennDOT Regulations (67 Pa. Code §§205 and 212), and the Pennsylvania Prevailing Wage Act (43 P. S. §§ 165.1�165.17);

c. Steel Products. Steel products used in the Project must comply with the Steel

Products Procurement Act (73 P. S. §§ 1881�1887); and

d. PennDOT Policy.

i. PennDOT Publication 13M (Design Manual 2: Highway Design);

ii. PennDOT Publication 35 (Bulletin 15 - Approved Construction

Materials);

iii. PennDOT Publication 46 (Traffic Engineering Manual);

iv. PennDOT Publication 72M (Roadway Construction Standards);

v. PennDOT Publication 111 (Traffic Control Pavement marking and

Signing Standards);

vi. PennDOT Publication 148 (Traffic Standards [TC-8800 Series] Signals);

vii. PennDOT Publication 149 (Traffic Signal Design Handbook);

viii. PennDOT Publication 191 (Traffic Signal Maintenance Manual);

ix. PennDOT Publication 213 (Temporary Traffic Control Guidelines);

x. PennDOT Publication 236 (Handbook of Approved Signs);

xi. PennDOT Publication 408 (Highway Specifications);

xii. PennDOT Publication 669 (Traffic Signal Inspection Pocket Guide);

xiii. PennDOT Traffic Engineering Forms; and

xiv. All active PennDOT Strike-Off Letters.

17. Diverse Business Participation for Non-Federal-Funded Projects. For local transportation organizations (as defined pursuant to 74 Pa.C.S. § 303(b), which includes, but is not limited to municipalities functioning as transit providers, the

Grantee shall comply with Section 303 of Title 74 of Pennsylvania Statutes, 74 Pa. C.S.

§ 303 (diverse business participation).

18. No Attachment by Creditors; No Cause of Action. The benefits of this agreement shall not inure to a third party. No portion of PennDOT�s commitment to make the grant shall be subject to attachment or levy by a creditor of the Grantee or by a contractor, subcontractor, materialman, or supplier, or a creditor of a contractor, subcontractor, materialman, or supplier. Notwithstanding anything contained in a document executed in connection with this transaction, or conduct or course of conduct by the parties, before or after signing this agreement, this agreement shall not be construed to create rights, claims, or causes of action against the Commonwealth, or its agencies, officers, agents, or employee, in favor of a contractor, subcontractor, supplier of labor or materials, or their respective creditors, or a person or entity other than as specifically provided in this agreement.

19. Required Commonwealth Provisions.

a. The Grantee shall provide in its contracts for the Project that designs, plans, specifications, estimates of cost, construction, utility relocation work, right-of-way acquisition procedures, acceptance of the work and procedures in general, shall conform to applicable laws, rules, regulations, orders and approvals, including specifically the procedures and requirements relating to labor standards, equal employment opportunity, non-discrimination, antisolicitation, information and reporting provisions.

b. The Grantee shall comply with the Commonwealth Standard Terms and

Conditions (Grant Version), which are attached as Exhibit E and includes the following required Commonwealth Provisions. As used in these provisions, the term �Contractor� means the Grantee.

i. Indemnification;

ii. Nondiscrimination/Sexual Harassment;

iii. Grantee Integrity;

iv. Contractor Responsibility;

v. Americans with Disabilities Act;

vi. Applicable Law and Forum;

vii. Right-to-Know Law;

viii. Offset;

ix. Automated Clearing House (ACH) Payments; and

x. Worker Protection and Investment.

20. Severability. The provisions of this agreement are severable. If any phrase, clause, sentence or provision of this agreement is declared to be contrary to the Constitution of Pennsylvania or of the United States or of the laws of the Commonwealth and its applicability to any government, agency, person or circumstance is held invalid, the validity of the remainder of this agreement and its applicability to any government, agency, person or circumstance will not be affected.

21. No Waiver. Either party may elect not to enforce its rights and remedies under this agreement in the event of a breach by other parties of any term or condition of this agreement. In any event, the failure by either party to enforce its rights and remedies under this agreement may not be construed as a waiver of any subsequent breach of the same or any other term or condition of this agreement.

22. Independence of the Parties. Nothing contained in this agreement is intended or may be construed to, in any respect, create or establish the relationship of partners between the Grantee and PennDOT, or as constituting PennDOT as the representative or general agent of the Grantee.

23. Assignment. This agreement may not be assigned, either in whole or in part, without

PennDOT�s written consent.

24. Third-Party Beneficiary Rights. This agreement does not create or intend to confer any rights in or on persons or entities not a party to this agreement.

25. Notice. All notices and reports arising out of, or from, the provisions of this agreement must be in writing and given to the parties at the address provided under this agreement, either by regular mail, e-mail, or delivery in person:

If to PennDOT:

Steve Gault, P.E., PTOE Chief, TSMO Arterials & Planning Section Bureau of Operations, Department of Transportation 400 North Street Harrisburg, PA 17120-0065 Email: GLG@pa.gov

If to the Grantee:

Jenn Orantes Community Fund Development Manager 120 North Duke St.

Lancaster, PA 17608-1599 jorantes@cityoflancasterpa.gov or to such other person or address as the parties may provide to each other in writing.

26. Force Majeure. Neither party will be liable for failure to perform under this agreement if a failure to perform arises out of causes beyond the control and without the fault or negligence of the nonperforming party. Causes may include acts of God or the public enemy, fires, floods, epidemics, quarantine restrictions, freight embargoes, and unusually severe weather. This provision will become effective only if the party failing to perform immediately notifies the other party of the extent and nature of the problem, limits delay in performance to that required by the event, and takes appropriate steps to minimize delays. This provision will not be effective unless the failure to perform is beyond the control and without the fault or negligence of the nonperforming party.

27. Integration and Merger. The parties intend this statement of their agreement to constitute the complete, exclusive, and fully integrated statement of their agreement.

As such, it is the sole expression of their agreement, and they are not bound by any other agreements of whatsoever kind or nature. The parties also intend that this agreement may not be supplemented, explained, or interpreted by any evidence of trade usage or course of dealing. In entering this agreement, the parties did not rely upon oral or written statements or representations not contained within the document itself.

28. Counterparts. This agreement may be executed in counterparts, each of which is deemed an original and has the full force and effect as an original, but all of which constitute one and the same instrument.

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The parties have executed this agreement to be effective as of the date of the last signature affixed below.

Grantee

Signature Affixed Electronically � see last page

BY

Title: DATE

DO NOT WRITE BELOW THIS LINE--FOR COMMONWEALTH USE ONLY

COMMONWEALTH OF PENNSYLVANIA

DEPARTMENT OF TRANSPORTATION

for Deputy Secretary of DATE Transportation

APPROVED AS TO LEGALITY

AND FORM

Office of Chief Counsel Date

Signature Affixed Electronically � see last page Signature Affixed Electronically � see last page

BY BY

Office of General Counsel Date for Comptroller Date

Office of Attorney General Date

AT-28.7

Exhibit A

I. SCOPE OF WORK

Project Description This project will provide accessible pedestrian signals at three intersections that currently lack any pedestrian indications and upgrade outdated equipment at 37 other intersections throughout the City to ensure the signals continue functioning safely and effectively.

First, the City will install accessible pedestrian signals with countdown indications at the intersections of W. Chestnut Street (SR 0023) and N. Franklin Street, W. Chestnut Street (SR 0023) and N. Plum Street, as well as Hershey Avenue and Wabank Street. Other related improvements at these intersections include upgraded signal controller cabinets and the installation of emergency pre-emption at Hershey and Wabank and Franklin and Chestnut, as well as the installation of radar detection and the addition of cellular connectivity at Hershey and Wabank to connect it to the Transparity City Central System. The remote monitoring and diagnoses allow signal techs to quickly identify when the signal is offline or needs attention.

Second, this project will enhance pedestrian safety and improve signal uniformity by replacing outdated 9 and 12 pedestrian signal heads with new 16 pedestrian countdown signal heads at four intersections. An additional ten (10) intersections will have pedestrian signal modules replaced to add a countdown feature.

Third, this project will enhance the visibility of existing traffic signals at six intersections by replacing outdated 8 signal heads with new 12 signal heads and retroreflective backplates. This project will also replace an additional outdated signal controller at the intersection of E. Walnut Street (SR 0023) and Pleasure Road.

Lastly, this project will enhance the resiliency of the Citys traffic signal network by replacing conflict monitors at 23 intersections. These conflict monitors are well beyond their useful life.

This project will install pedestrian indications, high-visibility crosswalks, and accessible pedestrian signals at three intersections that currently lack any pedestrian indications. The intersections of E.

Chestnut Street (SR 0023) and N. Plum Street and E. Chestnut Street (SR 0023) and N. Franklin Street are located in dense, walkable neighborhoods with various land uses

II. PROJECT SITE LOCATIONS(S)

Site Information: 1

Address: varies - see location map City: Lancaster

State: PA Zip: 17608

County: Lancaster Municipality: Lancaster City

PA House: H049 PA Senate: S013

Full-time Jobs Created: Current Number of Full-time Jobs:

PROJECT ESTIMATED COSTS

Grant Amount Grantee Match Total

Total Project Estimate $ 793,272.00 $ 198,318.00 $ 991,590.00

Grantee Match % 20.00

COUNTY: Lancaster

GRANTEE: City of Lancaster PA

PROJECT TITLE: Pedestrian and Vehicular Signal Upgrade Project

Project Agreement. No.: C920003363

Exhibit B Page 1 of 1

Exhibit C

LETTER OF ADJUSTMENT

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PA Click or tap here to enter text.

Re: Click or tap here to enter text.

Click or tap here to enter text.

Dear Grantee(s):

Per the terms of the subject agreement, PennDOT is willing to amend the terms by taking one or both of the following actions:

extending the Project Deadlines for Completion of Construction to [INSERT

RESPONSE DATE], Submission of Final Invoice to PennDOT to [INSERT RESPONSE DATE], and Agreement Expiration Date to [INSERT RESPONSE

DATE];

deducting from the grant amount the PennDOT incurred costs for preliminary engineering and final design as shown in the attached Exhibit � �.

We are requesting your concurrence as to the adjustment of the above-referenced agreement. If you agree to the adjustment, please execute this letter.

Your response is required no later than [INSERT RESPONSE DEADLINE].

All terms and conditions about the agreement and its amendments (if any) not affected by this Letter of Adjustment remain in full force and effect.

This Letter of Adjustment is not effective until all required signatures are affixed to the e-signature page which will be attached below.

Sincerely, Click or tap here to enter text., Click or tap here to enter text.

Highway Safety & Traffic Operations Division Bureau of Operations

Exhibit C

On behalf of the above-named Grantee, I agree to the adjustment of the above-referenced agreement. I agree to all terms and conditions included in the subject agreement and all previous amendments, if any.

Signature: [Signature Affixed Electronically � see last page]

Title Date

DO NOT WRITE BELOW THIS LINE--FOR COMMONWEALTH USE ONLY

BY [Signature Affixed Electronically � see last page ] for Comptroller Operations Date

Exhibit D

PLANS, SPECIFICATIONS, ESTIMATES AND BID PROPOSAL PACKAGE

A. Plans and Estimates

All Original Plan Sheets Engineer�s Pre-Bid Construction Cost Estimate

B. Bid Proposal and Specifications (to prospective bidders)

Standard Proposal/Contract Documents

Proposal Cover Sheet Bidder�s Understanding of Conditions Applicable to Proposal Bid Proposal Guaranty Bond Bidder Certification of Prequalification, Classification and Work Capacity List of Subcontractors Signatures (Three (3) Pages)

Special Provisions

Pre-Bid Conference (if any) Award of Contract Anticipated Notice to Proceed Date Sworn Affidavit Act 287 Act 247 Air Pollution Control Utilities Specifications General Contract Conditions

Attachments to Bid Proposal and Specifications

Pre-bid Construction Schedule Notice Prevailing Minimum Wage Special Supplement�Anti-Pollution Measures Commonwealth Nondiscrimination/Sexual Harassment Clause

AT-28

Exhibit E

Commonwealth Standard Terms and Conditions Grant Version

(Revised - 10/1/2023)

1. DEFINITIONS

Capitalized terms used in these Commonwealth standard terms and conditions that are not otherwise defined in these provisions have the meanings specified in the agreement to which they are attached.

2. INDEMNIFICATION

The Grantee shall indemnify and defend the Commonwealth against all third-party claims, suits, demands, losses, damages, costs, and expenses, including without limitation, litigation expenses, attorneys' fees, and liabilities, arising out of or in connection with any activities performed by the Grantee or its employees and agents pursuant to this agreement, as determined by the Commonwealth in its sole discretion.

3. NONDISCRIMINATION/SEXUAL HARASSMENT

a. Representations. The Grantee represents that it is presently in compliance with and will remain in compliance with all applicable federal, state, and local laws, regulations, and policies relating to nondiscrimination and sexual harassment for the term of the agreement. The Grantee shall, upon request and within the time periods requested by the Commonwealth, furnish all necessary employment documents and records, including EEO-1 reports, and permit access to its books, records, and accounts by the Commonwealth for the purpose of ascertaining compliance with provisions of this Nondiscrimination/Sexual Harassment Clause.

b. Nondiscrimination/Sexual Harassment Obligations. The Grantee shall not:

i. in any manner discriminate in the hiring of any employee(s) for the performance of the activities required under this agreement or any subgrant agreement, contract, or subcontract, by reason of race, gender, creed, color, sexual orientation, gender identity or expression, or in violation of the Pennsylvania Human Relations Act (�PHRA�) and applicable federal laws, against any citizen of this Commonwealth who is qualified and available to perform the work to which the employment relates.

ii. in any manner discriminate by reason of race, gender, creed, color, sexual orientation, gender identity or expression, or in violation of the PHRA and applicable federal laws, against or intimidate any of its employees.

iii. in any manner discriminate by reason of race, gender, creed, color, sexual orientation, gender identity or expression, or in violation of the PHRA and applicable federal laws, in the provision of services under this agreement or any subgrant agreement, contract, or subcontract.

iv. in any manner discriminate by reason of race, gender, creed, color, sexual orientation, gender identity or expression, or in violation of PHRA and applicable federal laws, against any subgrantee, contractor, subcontractor, or supplier who is qualified to perform the work to which this agreement relates.

v. in any manner discriminate against employees by reason of participation in or decision to refrain from participating in labor activities protected under the Public Employee Relations Act, Pennsylvania Labor Relations Act, or National Labor Relations Act, as applicable, and to the extent determined by entities charged with the Acts� enforcement and shall comply with any provision of law establishing organizations as employees� exclusive representatives.

c. Establishment of Grantee Policy. The Grantee shall establish and maintain a written nondiscrimination and sexual harassment policy that complies with the applicable law and these Nondiscrimination/Sexual Harassment provisions and shall inform its employees in writing of the policy. The policy must contain a provision that states that sexual harassment will not be tolerated and employees who practice it will be disciplined.

For the entire period of this agreement, the Grantee shall: (1) post its written nondiscrimination and sexual harassment policy or these Nondiscrimination/Sexual Harassment provisions conspicuously in easily accessible and well-lighted places customarily frequented by employees at or near where the grant activities are performed;

or (2) provide electronic notice of the policy or this clause to its employees not less than annually.

d. Notification of Violations. The Grantee�s obligations pursuant to these provisions are ongoing from the effective date and through the termination date of the agreement.

Accordingly, the Grantee shall notify the Commonwealth if, at any time during the term of this agreement, it becomes aware of any actions or occurrences that would result in violation of these provisions.

e. Cancellation or Termination of Agreement. The Commonwealth may cancel or terminate this agreement and all money due or to become due under this agreement may be forfeited for a violation of the terms and conditions of these Nondiscrimination/Sexual Harassment provisions. In addition, the granting agency may proceed with debarment or suspension and may place the Grantee in the Contractor Responsibility File.

f. Subgrant Agreements, Contracts, and Subcontracts. The Grantee shall include these

Nondiscrimination/Sexual Harassment provisions in its subgrant agreements, contracts, and subcontracts with all subgrantees, contractors, and subcontractors providing goods or services under this agreement. The incorporation of these provisions in the Grantor�s subgrants, contracts, or subcontracts does not create privity of contract between the Commonwealth and any subgrantee, contractor, or subcontractor, and no third-party beneficiaries are created by those provisions. If the Grantee becomes aware of a subgrantee�s, contractor�s, or subcontractor�s violation of these provisions, the Grantee shall use its best efforts to ensure the subgrantee�s, contractor�s, or subcontractor�s compliance with these provisions.

4. GRANTEE INTEGRITY

a. Definitions. For purposes of these Grantee Integrity Provisions, the following definitions apply:

i. �Affiliate� means two or more entities where (a) a parent entity owns more than 50% of the voting stock of each of the entities; (b) a common shareholder or group of shareholders owns more than 50% of the voting stock of each of the entities; or (c) the entities have a common proprietor or general partner.

ii. �Grantee� means the individual or entity, that has entered into this agreement with the Commonwealth.

iii. �Grantee Related Parties� means any Affiliates of the Grantee and the Grantee�s executive officers, Pennsylvania officers and directors, or owners of five percent or more interest in the Grantee.

iv. �Financial Interest� means ownership of more than a five percent interest in any business or holding a position as an officer, director, trustee, partner, employee, or holding any position of management.

v. �Gratuity� means tendering, giving, or providing anything of more than nominal monetary value including, but not limited to, cash, travel, entertainment, gifts, meals, lodging, loans, subscriptions, advances, deposits of money, services, employment, or contracts of any kind. The exceptions set forth in the Governor�s Code of Conduct, Executive Order 1980-18, as may be amended, 4 Pa. Code §7.153(b), apply.

vi. �Non-Solicitation Award Process� means a method of awarding grants based on predetermined criteria, without the solicitation of grant applications.

b. Representations and Warranties.

i. Grantee Representation and Warranties. The Grantee represents, to the best of its knowledge and belief, and warrants that within the last five years neither the Grantee nor Grantee Related Parties have:

1. been indicted or convicted of a crime involving moral turpitude or business honesty or integrity in any jurisdiction;

2. been suspended, debarred, or otherwise disqualified from entering into any contract with any governmental agency;

3. had any business license or professional license suspended or revoked;

4.