SDOT_Concurrence_SMART_Grant_Agreement_Draft_Version_-_signed.pdf

700 Fifth Avenue, Suite 3800 | PO Box 34996 | Seattle, WA 98124-4996 | 206-684-ROAD (7623) | seattle.gov/transportation

MEMORANDUM - Concurrence Coversheet

Date: May 29, 2024 To: Greg Spotts, Director From: Anna Huntington, Sound Transit / Mike Boonsripisal, SDOT Subject: Rainier Valley Safe SMART Grant Phase 1 Agreement

Date Name/Extension Signature Supervisor/Division Review Kamal Mahmoud, TOD Transportation Review, Programs and Permitting Manager

Division Director’s Approval Dusty Rasmussen, TOD Division Director

Division Director’s Approval Kris Castleman, Finance and Administration

Director

Deputy Director’s Approval Francisca Stefan, Senior Deputy Director

Short Summary/Reason for Request:

Sound Transit (ST) in partnership with SDOT, was awarded a $2.5M USDOT SMART Grant to pilot installation of advance ITS Technologies at link stations on MLK Way in the Rainier Valley. The technologies include video analytic systems, vehicle-to-everything communications, battery backup signal cabinets, smart signal priority and touchless accessible push buttons. The Phase 1 of this project will be implemented and evaluated in 2025 with an opportunity to apply for a Phase 2 grant of up to $15M to expand the system in the future. This signed partnership agreement between ST and SDOT will provide the mechanism for the City to get reimbursed up to $1.2M for equipment procurement and project support. The agreement has been reviewed by CBO, Legal, Grants and TOD staff. The final agreement, signed by ST, will be routed to SDOT for signatures from ST.

Kamal Mahmoud06/03/2024

Dusty Rasmussen06/03/2024

Kristine Castleman06/05/2024

Francisca Stefan06/05/2024

GA 0151-23 Page 1 of 31

SMART RAINIER VALLEY SAFE PROJECT AGREEMENT

BETWEEN THE CITY OF SEATTLE AND THE CENTRAL PUGET SOUND REGIONAL

TRANSIT AUTHORITY (GA 0151-23)

THIS STRENGTHENING MOBILITY AND REVOLUTIONIZING TRANSPORTATION (“SMART”)

PROJECT AGREEMENT (the “AGREEMENT”), is made and entered into this date September 15th, 2023 between the City of Seattle, (hereinafter the "CITY"), and the Central Puget Sound Regional Transit Authority, (hereinafter "SOUND TRANSIT,” collectively the “Parties” and individually a “Party).

WHEREAS, SOUND TRANSIT operates the Central Link light rail line, a portion of which is within the geographical boundaries of the CITY;

WHEREAS, SOUND TRANSIT and the CITY have a joint interest in delivering and maintaining a safe and efficient transportation system within the Seattle area;

WHEREAS, the implementation of safety mitigations along the Martin Luther King (“MLK”) shared corridor will further this interest;

WHEREAS, SOUND TRANSIT received the SMART Grant to improve safety along the MLK light rail corridor;

WHEREAS, under this Agreement, the CITY and SOUND TRANSIT will work collaboratively to implement the SMART Project, a safety solution leveraging intelligent sensor-based infrastructure, smart technology traffic signals, and vehicle-to-everything (V2X) communications to enhance safety along the MLK shared corridor (the “Project”); and

WHEREAS, on February 9, 2024 an email including an attached memo was sent from SOUND TRANSIT to the CITY that established the relationship of the CITY as a subrecipient.

NOW THEREFORE, by virtue of RCW 47.28.140 and in consideration of the terms, conditions, covenants, and performances contained herein, or attached hereto and incorporated herein by reference, IT IS MUTUALLY AGREED AS FOLLOWS:

1. GENERAL

1.1. Purpose. The purpose of this Agreement is to establish terms and conditions for the CITY to provide procurement of materials, professional services that would include design review, project coordination, fabrication, permits, installation and testing oversight, to SOUND TRANSIT for work performed for the duration of the Project.

a. In furtherance of the Project, which includes at-grade crossing and safety improvements for light rail crossings along the ST Link line within the City of Seattle’s MLK corridor, and the continuance of SOUND TRANSIT’s partnership with the CITY, SOUND TRANSIT has researched several courses of action to improve safety at station entrances, street crossings and the overall pedestrian safety in the MLK shared corridor.

b. SOUND TRANSIT has determined that the CITY is an integral partner in ensuring pedestrian safety in the MLK corridor and can provide the design, labor, fabrication, installation, testing and materials necessary to further SOUND TRANSIT’s efforts to

GA 0151-23 Page 2 of 31 achieve the Project objectives of a safety solution leveraging intelligent sensor-based infrastructure, smart technology traffic signals, and vehicle-to-everything (V2X) communications.

1.2. Task Orders. Work performed by the CITY will be agreed upon through individual Task Orders and Independent Cost Estimates specific to each Task Order issued under this Agreement. “Task Order” means a separate agreement that is executed by SOUND TRANSIT and the CITY under this Agreement that defines the scope and the obligations of the Parties for a specific project. A “Sample Task Order” is attached hereto as Exhibit B. All terms and conditions of this Agreement shall apply to each Task Order issued under this Agreement. The Parties shall agree upon the scope of work, cost and schedule to be incorporated into each Task Order issued under this Agreement following the form that is set forth in Exhibit B to this Agreement.

It is understood by both parties that all cost estimates of construction or maintenance near the trackway will assume coordination with and approval by SOUND TRANSIT’s Track Access Program and work completion during non-revenue hours. At SOUND TRANSIT’s discretion, the agency may require that work be performed during a Passenger Impact Portfolio Plan (PIPP) coordinated service disruption in order to gain work efficiencies during non-revenue service hours and complete work without disruption to passengers.

1.3. Extra Work In the event unforeseen conditions require an increase in the cost of twenty (20) percent or more of the original not to exceed amount of any executed Task Order, the Task Order will be modified through a mutually agreed upon supplemental Task Order amendment authorized in writing by SOUND TRANSIT and the CITY.

1.4. Not to Exceed Amount. The amount paid under this Agreement shall not exceed $1,236,236.

1.5. Task Order Content. Each Task Order shall include, at a minimum, the following elements:

a. the location of where the work will be take place;

b. a written scope of the work to be performed;

c. identification of the responsibilities of each Party for the implementation of the work and tasks to be performed;

d. identification of any property rights, temporary easements, permits and access rights that are required for the work;

e. a cost estimate for work that sets forth all costs associated with the Task Order that may include, but is not limited to, design review, project coordination, fabrication, permits, installation and testing oversight, A “Sample Cost Estimate” is attached hereto as Exhibit C.

f. a Task Order schedule, establishing a schedule for performance of the work.

Sound Transit will not be responsible for any cost not defined and specified within the task order.

2. MANAGEMENT AND MAINTENANCE OF DATA AND EQUIPMENT

GA 0151-23 Page 3 of 31

2.1. The CITY will own and manage data collected as a result of this pilot.

2.2. Contingent on meeting federal requirements and appropriate approvals, SOUND TRANSIT will make best efforts to work with the CITY in the transfer of ownership and maintenance of any equipment per the Federal equipment disposition guidelines located at https://www.transportation.gov/grants/smart/grants-management. ” .

2.3. The CITY will be responsible for inventorying equipment per requirements.

3. PAYMENT

3.1. SOUND TRANSIT, in consideration of the performance of the work by the CITY agrees to reimburse the CITY for the eligible project expenses as agreed to in the task order.

3.2. The CITY will submit monthly invoices and supporting documentation for payment. The invoices must include the SOUND TRANSIT purchase order number and this Agreement number GA 0151-23 provided by SOUND TRANSIT upon authorization of this Agreement.

Invoices should also include (1) progress report or work statements (2) invoices for support services (3) certification by the City that the work has been satisfactorily rendered, and (4) copies of original bills, invoices, expense accounts and miscellaneous supporting data retained by the City including, but no limited to work records, rates, material and equipment costs.

3.3. The CITY will submit its invoices with the required documentation, in one .pdf file, via email to accountspayable@soundtransit.org. Invoices will be paid within (30) days of SOUND TRANSIT’s receipt of the invoice and acceptable and complete supporting documentation.

3.4. The CITY agrees to submit a final invoice to SOUND TRANSIT within forty-five (45) days after the City has completed each task order of the work.

3.5. The CITY agrees to submit a final invoice to SOUND TRANSIT within forty-five (45) days after the CITY has completed all of the work to be performed under this Agreement.

4. Reimbursable Cost Requirements.

4.1. SOUND TRANSIT will reimburse the City for eligible costs incurred under this Agreement. The work to be performed under this STRENGTHENING MOBILITY AND REVOLUTIONIZING TRANSPORTATION (SMART) AGREEMENT is funded under the U.S. Department of Transportation and is therefore subject to the requirements under the SMART Grant Program.

The CITY acknowledges that SOUND TRANSIT can only reimburse costs if the CITY has complied with the following provisions included in: Exhibit D: Subrecipient Agreement Information Required by 2 CFR Part 200; Exhibit E: U.S. Department of Transportation Exhibits to Dot/Ost Grant Agreements under the Fiscal Year 2022 Smart Grant Program;

Exhibit F: U.S. Department of Transportation General Terms and Conditions under the Fiscal Year 2022 Strengthening Mobility and Revolutionizing Transportation (Smart) Grant Program:

Revision Date: May 10, 2023.

4.2. SOUND TRANSIT shall monitor activities under this award, including activities under subawards and contracts, to ensure:

a. That those activities comply with this agreement; and

GA 0151-23 Page 4 of 31

b. That funds provided under this award are not expended on costs that are not allowable under this award or not allocable to this award.

4.3. SOUND TRANSIT shall monitor the activities of the subrecipient in compliance with 2 C.F.R.200.332(d).

4.4. The recipient shall retain records relevant to the award as required under 2 C.F.R.200.334

4. PROJECT MANAGEMENT

4.1. Designated Representatives. The CITY and SOUND TRANSIT have designated formal points of coordination for this Agreement. Each Party’s Designated Representative is identified below.

The Parties may change designated representatives by written notice to the other Party during the term of the Agreement.

Sound Transit City of Seattle Anna Huntington, Deputy Director- Safety anna.huntington@soundtransit.org Office: (206) 903-7066

Mike Boonsripisal, P.E.

TOD Programs Supervisor mike.boonsripisal@seattle.gov Office: (206) 677-6379

4.2. Scope Management. The CITY will provide monthly progress reports to the SOUND TRANSIT project manager via email by the 5th of every month for activity from the previous month.

Monthly progress reports should indicate the amount spent and the estimated cost to complete each scope element. If actual costs are anticipated to exceed the not to exceed amount set forth in each Task Order, the Designated Representatives (or designees) will prepare a mutually agreeable cost estimate to complete the work and develop an appropriate course of action, which may include amending this Agreement before the cost is incurred. A template will be mutually agreed to by the parties at a later date.

4.3. Eligible Costs. Eligible costs include actual cost of materials and labor charged on an hourly basis in accordance with the rates listed in the Task Orders. The Parties may also elect to permit travel costs to facilitate travel to the Grantee Summits, hosted by the Office of the Secretary of Transportation, under the U.S. Department of Transportation, provided these costs are permitted under the guidelines of the SMART Grant and the GSA Federal Travel Regulations.

5. TERM, SUSPENSION, AND TERMINATION

5.1. Term. This Agreement goes into effect for a term of eighteen (18) months upon official acceptance of the STRENGTHENING MOBILITY AND REVOLUTIONIZING TRANSPORTATION (SMART) Award to Sound Transit and the full execution of this agreement. Any mutual agreement to extend shall occur prior to the expiration of the initial term and any subsequent term.

5.2. If the CITY has not received payment from SOUND TRANSIT as provided in paragraph 2.3, the CITY may suspend performance of all or any part of the associated work after giving SOUND TRANSIT thirty (30) days’ notice of the CITY’s intent to do so. Such suspension will remain in effect until payment is made in full, at which time the suspension will be lifted.

5.3. Either Party may terminate this Agreement for cause in the event that the other Party fails to fulfill its material obligations under this Agreement in a timely manner or breaches any material

GA 0151-23 Page 5 of 31 provision of this Agreement and the Dispute Resolution Process set forth in Section 8 of this Agreement has failed to reach resolution within the timelines described therein. The Party wishing to terminate this Agreement for cause will provide the other Party with notice of its intent to terminate and will give the other Party an opportunity to correct the failure to perform or breach within thirty (30) days of the notice or within such longer period as may be necessary in the event that correction cannot reasonably be accomplished within thirty (30) days. If the failure or breach is not corrected or cured, this Agreement may be terminated by the aggrieved Party by giving ninety (90) days’ notice to the other Party.

5.4. This Agreement may also terminate upon the mutual consent of the Parties.

5.5. Except as provided in this Section, a termination by either Party will not extinguish or release either Party from liability for costs or obligations existing as of the date of termination. Any costs incurred prior to proper notification of termination will be borne by the Parties in accordance with the terms of this Agreement.

6. INDEMNITY

6.1. To the maximum extent permitted by law, each Party will defend, indemnify, and hold harmless the other Party and all of its officials, Board members, employees, principals, and agents from all claims, demands, suits, actions, and liability of any kind, including injuries to persons or damages to property (“Claims”), which arise out of, are connected with, or are due to the negligent acts or omissions of the indemnifying Party, its contractors, and/or employees, agents, and representatives in performing its obligations under this Agreement. Each Party’s obligation under this Section applies only to the extent of the negligence of that Party or its contractors, employees, agents, or representatives. The indemnification obligations above also apply to and require each Party to defend, indemnify, and hold harmless the other Party for Claims brought by an employee of one Party against the other Party if said Claim is alleged to have arisen from the alleged negligent acts or omissions of the employee’s employer, and in such case, the Parties with respect to each other only waive and will not assert against each other, any immunity under the Industrial Insurance Act, including RCW Title 51. This waiver is limited to actions by and between the Parties only and does not extend to the employees of either Party. The Parties expressly do not waive their immunity against Claims brought by their own employees.

6.2. The obligations in this Section will survive termination or completion of this Agreement as to any claim, loss or liability arising from events occurring prior to such termination or completion.

7. AUDITS

7.1. Each Party will maintain accounts and records, including contract and financial records that sufficiently and properly reflect all direct and indirect costs of any nature expended for work performed under this Agreement so as to ensure proper accounting for all monies paid to the CITY by SOUND TRANSIT. These records will be maintained for a period of six (6) years after termination or expiration of this Agreement unless permission to destroy the records is granted by the Office of the Archivist pursuant to RCW Chapter 40.14 and agreed to by the Parties.

GA 0151-23 Page 6 of 31

7.2. The CITY will make all Project records, including data collected for the purposes of carrying out this Agreement, available for SOUND TRANSIT inspection upon prior reasonable request.

Audits may be performed by SOUND TRANSIT or its independent public accountants to ensure compliance with and enforcement of this Agreement. Should the audit determine that funds from SOUND TRANSIT have been used for expenses that were ineligible, then SOUND TRANSIT shall provide a copy of the auditor’s determination to the CITY. If the CITY agrees with the determination, then the CITY will reimburse SOUND TRANSIT the amounts found to have been ineligible. If the CITY disputes the auditor’s determination, then the matter shall be referred to the dispute resolution process set forth in Section 8.

8. DISPUTE RESOLUTION

8.1. Any disputes or questions of interpretation of this Agreement or the performance of either Party under this Agreement that may arise between SOUND TRANSIT and the CITY shall be governed under the dispute resolution provisions in this Section 8. The Parties agree that neither Party may take or join any action in any judicial or administrative forum to challenge the other Party’s performance under this Agreement until the dispute resolution process in this Section 8 has been exhausted.

8.2. The Parties agree that cooperation and communication are essential to resolving issues efficiently. The Parties agree to use their best efforts to prevent and resolve potential sources of conflict at the lowest level possible.

8.3. Either Party may refer a dispute to the dispute resolution process by providing written notice of such referral to the other Party’s Designated Representative. The Parties agree to use their best efforts to resolve disputes arising out of or related to this Agreement using good faith negotiations by engaging in the following dispute resolution process should any such disputes arise:

a. Level One - SOUND TRANSIT’s Designated Representative and the CITY’s Designated Representative shall meet to discuss and attempt to resolve the dispute in a timely manner. If they cannot resolve the dispute within fourteen (14) days after referral of that dispute to Level One, either party may refer the dispute to Level Two.

b. Level Two - SOUND TRANSIT’s Project Director and the CITY’s Departmental Leads shall meet to discuss and attempt to resolve the dispute in a timely manner. If they cannot resolve the dispute within fourteen (14) days after referral of that dispute to Level Two, either Party may refer the dispute to Level Three.

c. Level Three - SOUND TRANSIT’s Executive Director or Designee and the CITY’s Department Directors or Designee shall meet to discuss and attempt to resolve the dispute in a timely manner.

8.4. In the event the dispute is not resolved at Level Three within fourteen (14) days after referral of that dispute to Level Three, the Parties are free to file suit, seek any available legal remedy, or agree to alternative dispute resolution methods such as mediation. At all times prior to resolution of the dispute, the Parties shall continue to perform any undisputed obligations and make any undisputed required payments under this Agreement in the same manner and under the same terms as existed prior to the dispute. Notwithstanding anything in this Agreement to the contrary, neither Party has any obligation to participate in mediation or any other form of

GA 0151-23 Page 7 of 31 alternative dispute resolution following completion of Level Three of the process described herein. A Party may decline to participate in such proceeding for any reason or no reason.

9. LEGAL PROVISIONS

9.1. Neither Party will be relieved of its obligations to comply promptly with any provision of this Agreement by reason of any failure by the other Party to enforce prompt compliance, and such failure to enforce will not constitute a waiver of rights or acquiescence in the other Party’s conduct.

9.2. Each Party will be responsible for its own costs, including legal fees, incurred in negotiating or finalizing this Agreement, unless otherwise agreed in writing by the Parties. If either Party brings any claim or lawsuit arising from this Agreement, each Party will pay all its legal costs and attorney’s fees and expenses incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; however, nothing in this paragraph will be construed to limit the Parties’ rights to indemnification.

IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT as of the day and year first above written.

The City of Seattle

Its: Greg Spotts, SDOT Department Director, Sound Transit

Its: Branden Porter, Acting Chief Safety Officer

Date: ________________________

Exhibit A: Sound Transit – FY 2022 Smart Grant Rainier Valley Safe

Exhibit B: Sample Task Order

Exhibit C: Sample Cost Estimate

Exhibit D: Subrecipient Agreement Information Required by 2 CFR Part 200

Exhibit E: U.S. Department of Transportation Exhibits to Dot/Ost Grant Agreements under the Fiscal Year 2022 Smart Grant Program

Exhibit F: U.S. Department of Transportation General Terms and Conditions under the Fiscal Year 2022 Strengthening Mobility and Revolutionizing Transportation (Smart) Grant Program: Revision Date:

May 10, 2023

GA 0151-23 Page 8 of 31

EXHIBIT A

GA 0151-23 Page 9 of 31

GA 0151-23 Page 10 of 31

GA 0151-23 Page 11 of 31

GA 0151-23 Page 12 of 31

GA 0151-23 Page 13 of 31

GA 0151-23 Page 14 of 31

GA 0151-23 Page 15 of 31

GA 0151-23 Page 16 of 31

GA 0151-23 Page 17 of 31

GA 0151-23 Page 18 of 31

GA 0151-23 Page 19 of 31

GA 0151-23 Page 20 of 31

GA 0151-23 Page 21 of 31

GA 0151-23 Page 22 of 31

GA 0151-23 Page 23 of 31

GA 0151-23 Page 24 of 31

GA 0151-23 Page 25 of 31

GA 0151-23 Page 26 of 31

EXHIBIT B: Sample Task Order

Form Task Order

Task Order No. ___ to the

MART RAINIER VALLEY SAFE PROJECTS

Between The City of Seattle and and Sound Transit

(GA 0151-23)

This Task Order No. ___ is between SOUND TRANSIT and the City of Seattle (CITY) and is in accordance with the terms of the Coordination On Mitigation Related Projects On Martin Luther King Jr Way Agreement between the Parties dated __________ (the “Agreement”).

Recitals

A. Definitions in the Agreement apply to this Task Order.

B. [if any]

The Parties agree as follows:

1. Location. The present location of the Mitigation Work Exhibit A.

2. Mitigation Work and Schedule. The description, plans, assignment of Mitigation Work, and schedule of the Mitigation Work is attached as Exhibit B.

3. Cost Estimate. Detailing all Cost associated with the Task Order to include but not limited to;

Design, Project Management, labor rates, hours, materials, equipment, testing, mobilization and contingency is attached as Exhibit C.

4. Reimbursement. In accordance with the terms of the Agreement, SOUND TRANSIT will reimburse the CITY for the actual costs of the Work related to the SMART Project.

5. Change Orders.

5.1. Change Orders Requested By the CITY. CITY may request changes in the Mitigation Work through its Designated Representative. SOUND TRANSIT may, at its sole discretion, approve or disapprove such changes taking into consideration its schedule and other constraints. If SOUND TRANSIT agrees to the requested change, then SOUND TRANSIT will direct the City and process the change. Changes in the plans attached to this Task Order and Cost Estimate of the change must be approved in writing by authorized representatives of each Party.

5.2. Change Orders Requested by SOUND TRANSIT. SOUND TRANSIT may issue change orders in response to unanticipated conditions or conditions beyond the reasonable control of SOUND TRANSIT ("Unanticipated Work"). SOUND TRANSIT is responsible for the costs to its contractor for changes requested by SOUND TRANSIT. To the extent reasonably possible, SOUND TRANSIT will provide SDOT with the opportunity to review and comment on all contract modifications, including change orders, prior to the execution of such Changes. If providing the City with notification of a contract modification or change order is not possible prior execution of such Change, SOUND TRANSIT will provide such notification in writing at the earliest date possible. SOUND TRANSIT may request a verbal approval for the change order if it has determined that it is in the best interest of the contract to proceed with the work immediately in order to avoid added delay cost to the contract. The City will designate to SOUND TRANSIT by letter, two points of contact for change order approval. In the event that

GA 0151-23 Page 27 of 31 neither point of contact is available, SOUND TRANSIT will approve change orders deemed by it to be in the best interest and safety of the public.

5.3. Change Order that require an increase of any cost more than that agreed to on a per Task Order bases, then the Task Order will be modified by a supplemental Amendment covering said increase and signed by both parties.

AGREED:

Sound Transit

Its

The City of Seattle

Its

Approved as to form:

Sound Transit Legal Counsel

Exhibits:

Exhibit A: Location

Exhibit B: SMART Work Scope and Schedule

Exhibit C: Estimated Mitigation Cost

GA 0151-23 Page 28 of 31

EXHIBIT C: Sample Cost Estimate

All cost Estimates will include the following:

Hours/Qty $/Hour Total

Design 1 $200 $200

Crew 30 $175 $5,250

Mobilization 10 $25 $250

Materials 10 $560 $5,600

Testing 1 $130 $130

Contingency 5% $565

Sub-Total $11,865

GA 0151-23 Page 29 of 31

EXHIBIT D: Subrecipient Agreement Information Required by 2 CFR Part 200

Recipients must enter into an agreement with each subrecipient. Agreements must state the terms and conditions of assistance and includes information required by FTA and 2 CFR part 200.

Required Agreement Information Information Comment

Federal Award Identification Subrecipient name (which must match registered name in DUNS)

City of Seattle

Subrecipient’s DUNS/UEI number V6NCY5EV6AY6 Federal Award Identification Number SMARTFY22N1P1G55 Federal Award Date 9/13/2023 Subaward Period of Performance Start and End Date

9/15/2023 to 3/15/2025

Amount of Federal Funds Obligated $2,000,000 Total Amount of Federal Funds Obligated to the Subrecipient

$1,236,236

Total Amount of the Federal Award $2,000,000 Federal award project description, as required to be responsive to the Federal Funding Accountability and Transparency Act (FFATA)

Leverage smart sensing infrastructure and upgraded traffic signals to address safety at at-grade crossings and multimodal efficiency at signalized intersections in the Rainier Valley.

Name of Federal awarding agency, pass-through entity, and contact information for awarding official

U.S. Department of Transportation Office of the Assistant Secretary for Research and Technology, Sound Transit, Roxanne D. Ledesma

CFDA Number and Name; the pass-through entity must identify the dollar amount made available under each Federal award and the CFDA number at time of disbursement

20.941 SMART

Identification of whether the award is Research & Development

The award is not related to research and development.

Indirect cost rate for the Federal award N/A

GA 0151-23 Page 30 of 31

EXHIBIT E:

U.S. DEPARTMENT OF TRANSPORTATION

EXHIBITS TO DOT/OST GRANT AGREEMENTS UNDER THE FISCAL YEAR 2022 SMART GRANT

PROGRAM

GA 0151-23 Page 31 of 31

EXHIBIT F:

U.S. DEPARTMENT OF TRANSPORTATION GENERAL TERMS AND CONDITIONS

UNDER THE FISCAL YEAR 2022 STRENGTHENING MOBILITY AND

REVOLUTIONIZING TRANSPORTATION (SMART) GRANT PROGRAM:

Revision date: May 10, 2023

U.S. DEPARTMENT OF TRANSPORTATION

EXHIBITS TO DOT/OST GRANT AGREEMENTS UNDER THE

FISCAL YEAR 2022 SMART GRANT PROGRAM

A-1

EXHIBIT A

APPLICABLE FEDERAL LAWS AND REGULATIONS

By entering into this agreement for a SMART Grant, the Recipient assures and certifies, with respect to this Grant, that it will comply with all applicable Federal laws, regulations, executive orders, policies, guidelines, and requirements as they relate to the application, acceptance, and use of Federal funds for this Project. Performance under this agreement shall be governed by and in compliance with the following requirements, as applicable, to the type of organization of the Recipient and any applicable sub-recipients. The applicable provisions to this agreement include, but are not limited to, the following:

General Federal Legislation

a. Federal Fair Labor Standards Act - 29 U.S.C. §§ 201, et seq.

b. Hatch Act - 5 U.S.C. §§ 1501, et seq.

c. Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 - 42

U.S.C. §§ 4601, et seq.

d. National Historic Preservation Act of 1966 - 54 U.S.C. § 306108

e. Archeological and Historic Preservation Act of 1974 - 54 U.S.C. §§ 312501, et seq.

f. Native American Graves Protection and Repatriation Act - 25 U.S.C. §§ 3001, et seq.

g. Clean Air Act – 42 U.S.C. §§ 7401, et. seq.

h. Clean Water Act - 33 U.S.C. §§ 1251, et seq.

i. Endangered Species Act – 16 U.S.C. §§ 1531 et seq.

j. Coastal Zone Management Act – 16 U.S.C. §§ 1451 et seq.

k. Flood Disaster Protection Act of 1973 – 42 U.S.C. §§ 4001 et seq.

l. Age Discrimination Act of 1975, as amended - 42 U.S.C. §§ 6101, et seq.

m. American Indian Religious Freedom Act, 42 U.S.C. 1996

n. Drug Abuse Office and Treatment Act of 1972, as amended, 21 U.S.C. §§ 1101, et seq.

o. The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and

Rehabilitation Act of 1970, P.L. 91-616, as amended - 42 U.S.C. §§ 4541, et seq.

p. Sections 523 and 527 of the Public Health Service Act of 1912, as amended, 42 U.S.C.

§§ 290dd through 290dd-2

q. Architectural Barriers Act of 1968 - 42 U.S.C. §§ 4151, et seq.

r. Power Plant and Industrial Fuel Use Act of 1978, P.L. 100-42 - Section 403 - 42 U.S.C.

§ 8373

s. Contract Work Hours and Safety Standards Act - 40 U.S.C. §§ 3701, et seq.

t. Copeland Anti-kickback Act, as amended - 18 U.S.C. § 874 and 40 U.S.C. § 3145

u. National Environmental Policy Act of 1969 - 42 U.S.C. §§ 4321, et seq.

v. Wild and Scenic Rivers Act – 16 U.S.C. §§ 1271, et seq.

w. Federal Water Pollution Control Act, as amended – 33 U.S.C. 1251-1376

x. Single Audit Act of 1984 - 31 U.S.C. §§ 7501, et seq.

y. Americans with Disabilities Act of 1990 - 42 U.S.C. § 12101, et seq.

z. Title IX of the Education Amendments of 1972, as amended - 20 U.S.C. §§ 1681–1683 and

§§ 1685–1687

aa. Section 504 of the Rehabilitation Act of 1973, as amended - 29 U.S.C. § 794

bb. Title VI of the Civil Rights Act of 1964 - 42 U.S.C. §§ 2000d, et seq.

cc. Title IX of the Federal Property and Administrative Services Act of 1949 - 40 U.S.C.

§§ 1101–1104

A-2

dd. Limitation on Use of Appropriated Funds to Influence Certain Federal Contracting and Financial Transactions – 31 U.S.C. § 1352

ee. Freedom of Information Act - 5 U.S.C. § 552, as amended

ff. Magnuson-Stevens Fishery Conservation and Management Act – 16 U.S.C. §§ 1801, et seq.

gg. Farmland Protection Policy Act of 1981 – 7 U.S.C. §§ 4201, et seq.

hh. Noise Control Act of 1972 – 42 U.S.C. §§ 4901, et seq.

ii. Fish and Wildlife Coordination Act of 1956 – 16 U.S.C. §§ 661, et seq.

jj. Section 9 of the Rivers and Harbors Act and the General Bridge Act of 1946 - 33 U.S.C.

§§ 401 and 525

kk. Section 4(f) of the Department of Transportation Act of 1966, 49 U.S.C. § 303 and 23

U.S.C. § 138

ll. Comprehensive Environmental Response, Compensation, and Liability Act of 1980

(CERCLA) – 42 U.S.C. §§ 9601, et seq.

mm. Safe Drinking Water Act – 42 U.S.C. §§ 300f, et seq.

nn. The Wilderness Act – 16 U.S.C. §§ 1131, et seq.

oo. Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976 – 42 U.S.C. 6901, et seq.

pp. Migratory Bird Treaty Act 16 U.S.C. §§ 703, et seq.

qq. The Federal Funding Transparency and Accountability Act of 2006, as amended (Pub. L.

109–282, as amended by section 6202 of Public Law 110–252)

rr. Cargo Preference Act of 1954 – 46 U.S.C. § 55305

ss. Build America, Buy America Act – Pub. L. No. 117-58, div. G, tit. IX, subtit. A, 135

Stat. 429, 1298

tt. Section 889 of the John D. McCain National Defense Authorization Act for Fiscal Year

2019, Pub. L. 115-232

Executive Orders

a. Executive Order 11246 – Equal Employment Opportunity

b. Executive Order 11990 – Protection of Wetlands

c. Executive Order 11988 – Floodplain Management

d. Executive Order 12372 – Intergovernmental Review of Federal Programs

e. Executive Order 12549 – Debarment and Suspension

f. Executive Order 12898 – Federal Actions to Address Environmental Justice in Minority

Populations and Low-Income Populations

g. Executive Order 13166 – Improving Access to Services for Persons with Limited English

Proficiency

h. Executive Order 13985 – Advancing Racial Equity and Support for Underserved

Communities Through the Federal Government

i. Executive Order 14005 – Ensuring the Future is Made in All of America by All of

America’s Workers

j. Executive Order 14008 – Tackling the Climate Crisis at Home and Abroad

A-3

General Federal Regulations

a. Uniform Administrative Requirements, Cost Principles, and Audit Requirements for

Federal Awards – 2 C.F.R. Parts 200, 1201

b. Non-procurement Suspension and Debarment – 2 C.F.R. Parts 180, 1200

c. Investigative and Enforcement Procedures – 14 C.F.R. Part 13

d. Procedures for predetermination of wage rates – 29 C.F.R. Part 1

e. Contractors and subcontractors on public building or public work financed in whole or part by loans or grants from the United States – 29 C.F.R. Part 3

f. Labor standards provisions applicable to contracts governing federally financed and assisted construction (also labor standards provisions applicable to non-construction contracts subject to the Contract Work Hours and Safety Standards Act) – 29 C.F.R.

Part 5

g. Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor (Federal and federally assisted contracting requirements) – 41 C.F.R. Parts 60, et seq.

h. New Restrictions on Lobbying – 49 C.F.R. Part 20

i. Nondiscrimination in Federally Assisted Programs of the Department of Transportation –

Effectuation of Title VI of the Civil Rights Act of 1964 – 49 C.F.R. Part 21

j. Uniform relocation assistance and real property acquisition for Federal and Federally assisted programs – 49 C.F.R. Part 24

k. Nondiscrimination on the Basis of Sex in Education Programs or Activities Receiving

Federal Financial Assistance – 49 C.F.R. Part 25

l. Nondiscrimination on the Basis of Handicap in Programs and Activities Receiving or

Benefiting from Federal Financial Assistance – 49 C.F.R. Part 27

m. DOT’s implementation of DOJ’s ADA Title II regulations compliance procedures for all programs, services, and regulatory activities relating to transportation under 28 C.F.R.

Part 35

n. Enforcement of Nondiscrimination on the Basis of Handicap in Programs or Activities Conducted by the Department of Transportation – 49 C.F.R. Part 28

o. Denial of public works contracts to suppliers of goods and services of countries that deny procurement market access to U.S. contractors – 49 C.F.R. Part 30

p. Governmentwide Requirements for Drug-Free Workplace (Financial Assistance) – 49 C.F.R. Part 32

q. DOT’s implementing ADA regulations for transit services and transit vehicles, including the DOT’s standards for accessible transportation facilities in Part 37, Appendix A – 49 C.F.R. Parts 37 and 38

r. Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs – 49 C.F.R. Part 26 (as applicable under section 18.3 of this agreement)

Specific assurances required to be included in the FY 2022 SMART Grant agreement by any of the above laws, regulations, or circulars are hereby incorporated by reference into this agreement.

B-1

EXHIBIT B

ADDITIONAL STANDARD TERMS

B-2

TERM B.1

TITLE VI ASSURANCE

(Implementing Title VI of the Civil Rights Act of 1964, as amended)

ASSURANCE CONCERNING NONDISCRIMINATION IN FEDERALLY-ASSISTED

PROGRAMS AND ACTIVITIES RECEIVING OR BENEFITING FROM FEDERAL

FINANCIAL ASSISTANCE

(Implementing the Rehabilitation Act of 1973, as amended, and the Americans with Disabilities Act, as amended)

49 C.F.R. Parts 21, 25, 27, 37 and 38

The United States Department of Transportation (USDOT)

Standard Title VI/Non-Discrimination Assurances

DOT Order No. 1050.2A

By signing and submitting the Technical Application and by entering into this agreement under the FY 2022 SMART grant program, the Recipient HEREBY AGREES THAT, as a condition to receiving any Federal financial assistance from the U.S. Department of Transportation (DOT), through the Office of the Secretary (OST), it is subject to and will comply with the following:

Statutory/Regulatory Authorities

• Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin);

• 49 C.F.R. Part 21 (entitled Non-discrimination in Federally-Assisted Programs of The Department of Transportation—Effectuation of Title VI of the Civil Rights Act Of 1964);

• 28 C.F.R. section 50.3 (U.S. Department of Justice Guidelines for Enforcement of Title VI of the Civil Rights Act of 1964);

The preceding statutory and regulatory cites hereinafter are referred to as the “Acts” and “Regulations,” respectively.

General Assurances

In accordance with the Acts, the Regulations, and other pertinent directives, circulars, policy, memoranda, and/or guidance, the Recipient hereby gives assurance that it will promptly take any measures necessary to ensure that:

“No person in the United States shall, on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under any program or activity,” for which the Recipient receives Federal financial assistance from DOT.

B-3

The Civil Rights Restoration Act of 1987 clarified the original intent of Congress, with respect to Title VI and other Non-discrimination requirements (The Age Discrimination Act of 1975, and Section 504 of the Rehabilitation Act of 1973), by restoring the broad, institutional-wide scope and coverage of these non-discrimination statutes and requirements to include all programs and activities of the Recipient, so long as any portion of the program is Federally assisted.

Specific Assurances

More specifically, and without limiting the above general Assurance, the Recipient agrees with and gives the following Assurances with respect to its Federally assisted FY 2022 SMART grant program:

0. The Recipient agrees that each “activity,” “facility,” or “program,” as defined in §§ 21.23

(b) and 21.23 (e) of 49 C.F.R. § 21 will be (with regard to an “activity”) facilitated, or will be (with regard to a “facility”) operated, or will be (with regard to a “program”) conducted in compliance with all requirements imposed by, or pursuant to the Acts and the Regulations.

1. The Recipient will insert the following notification in all solicitations for bids, Requests For Proposals for work, or material subject to the Acts and the Regulations made in connection with the FY 2022 SMART Grant and, in adapted form, in all proposals for negotiated agreements regardless of funding source:

“The Recipient, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 U.S.C. §§ 2000d to 2000d-4) and the Regulations, hereby notifies all bidders that it will affirmatively ensure that for any contract entered into pursuant to this advertisement, disadvantaged business enterprises will be afforded full and fair opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award.”

2. The Recipient will insert the clauses of Appendix A and E of this Assurance in every contract or agreement subject to the Acts and the Regulations.

3. The Recipient will insert the clauses of Appendix B of this Assurance, as a covenant running with the land, in any deed from the United States effecting or recording a transfer of real property, structures, use, or improvements thereon or interest therein to a Recipient.

4. That where the Recipient receives Federal financial assistance to construct a facility, or part of a facility, the Assurance will extend to the entire facility and facilities operated in connection therewith.

5. That where the Recipient receives Federal financial assistance in the form, or for the acquisition of real property or an interest in real property, the Assurance will extend to rights to space on, over, or under such property.

B-4

6. That the Recipient will include the clauses set forth in Appendix C and Appendix D of this Assurance, as a covenant running with the land, in any future deeds, leases, licenses, permits, or similar instruments entered into by the Recipient with other parties:

a. for the subsequent transfer of real property acquired or improved under the applicable activity, project, or program; and

b. for the construction or use of, or access to, space on, over, or under real property acquired or improved under the applicable activity, project, or program.

7. That this Assurance obligates the Recipient for the period during which Federal financial assistance is extended to the program, except where the Federal financial assistance is to provide, or is in the form of, personal property, or real property, or interest therein, or structures or improvements thereon, in which case the Assurance obligates the Recipient, or any transferee for the longer of the following periods:

a. the period during which the property is used for a purpose for which the Federal financial assistance is extended, or for another purpose involving the provision of similar services or benefits; or

b. the period during which the Recipient retains ownership or possession of the property.

8. The Recipient will provide for such methods of administration for the program as are found by the Secretary of Transportation or the official to whom he/she delegates specific authority to give reasonable guarantee that it, other recipients, sub-recipients, contractors, subcontractors, consultants, transferees, successors in interest, and other participants of Federal financial assistance under such program will comply with all requirements imposed or pursuant to the Acts, the Regulations, and this Assurance.

9. The Recipient agrees that the United States has a right to seek judicial enforcement with regard to any matter arising under the Acts, the Regulations, and this Assurance.

10. The Recipient shall retain all documents relevant to this Grant Agreement and the Grant Project for a period of three (3) years after completion of all projects undertaken pursuant to the Grant Agreement and receipt of final reimbursement from the U.S. Treasury, whichever is later. It shall furnish DOT, upon request, all documents and records pertaining to the determination of the amount of the Federal share or to any settlement, litigation, negotiation, or other efforts taken to recover such funds. All settlements or other final positions of the Recipient, in court or otherwise, involving the recovery of such Federal share shall be approved in advance by DOT.

By signing this ASSURANCE, the Recipient also agrees to comply (and require any sub-recipients, contractors, successors, transferees, and/or assignees to comply) with all applicable provisions governing DOT/OST’s access to records, accounts, documents, information, facilities, and staff. You also recognize that you must comply with any program or compliance reviews, and/or complaint investigations conducted by DOT/OST. You must keep records, reports, and

B-5 submit the material for review upon request to DOT/OST, or its designee in a timely, complete, and accurate way. Additionally, you must comply with all other reporting, data collection, and evaluation requirements, as prescribed by law or detailed in program guidance.

The Recipient gives this ASSURANCE in consideration of and for obtaining any Federal grants, loans, contracts, agreements, property, and/or discounts, or other Federal-aid and Federal financial assistance extended after the date hereof to the recipients by the U.S. Department of Transportation under the FY 2022 SMART grant program. This ASSURANCE is binding on the Recipient, other recipients, sub-recipients, contractors, subcontractors and their subcontractors’, transferees, successors in interest, and any other participants in the FY 2022 SMART grant program.

B-6

APPENDIX A

During the performance of this contract, the contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the “contractor”) agrees as follows:

1. Compliance with Regulations: The contractor (hereinafter includes consultants) will comply with the Acts and the Regulations relative to Non-discrimination in Federally-assisted programs of the U.S. Department of Transportation, Maritime Administration (DOT/OST), as they may be amended from time to time, which are herein incorporated by reference and made a part of this contract.

2. Non-discrimination: The contractor, with regard to the work performed by it during the contract, will not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The contractor will not participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 C.F.R. Part 21.

3. Solicitations for Subcontracts, Including Procurements of Materials and Equipment:

In all solicitations, either by competitive bidding, or negotiation made by the contractor for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by the contractor of the contractor’s obligations under this contract and the Acts and the Regulations relative to Non-discrimination on the grounds of race, color, or national origin.

4. Information and Reports: The contractor will provide all information and reports required by the Acts, the Regulations, and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the Recipient or DOT/OST to be pertinent to ascertain compliance with such Acts, Regulations, and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish the information, the contractor will so certify to the Recipient or DOT/OST, as appropriate, and will set forth what efforts it has made to obtain the information.

5. Sanctions for Noncompliance: In the event of a contractor’s noncompliance with the

Non-discrimination provisions of this contract, the Recipient will impose such contract sanctions as it or DOT/OST may determine to be appropriate, including, but not limited to:

a. withholding payments to the contractor under the contract until the contractor complies; and/or

b. cancelling, terminating, or suspending a contract, in whole or in part.

6. Incorporation of Provisions: The contractor will include the provisions of paragraphs one through six in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations and directives issued pursuant thereto. The contractor will take action with respect to any subcontract or procurement as the Recipient or DOT/OST may direct as a means of enforcing such provisions including

B-7 sanctions for noncompliance. Provided, that if the contractor becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, the contractor may request the Recipient to enter into any litigation to protect the interests of the Recipient. In addition, the contractor may request the United States to enter into the litigation to protect the interests of the United States.

B-8

APPENDIX B

CLAUSES FOR DEEDS TRANSFERRING UNITED STATES PROPERTY

The following clauses will be included in deeds effecting or recording the transfer of real property, structures, or improvements thereon, or granting interest therein from the United States pursuant to the provisions of Specific Assurance 4:

NOW, THEREFORE, the U.S. Department of Transportation as authorized by law and upon the condition that the Recipient will accept title to the lands and maintain the project constructed thereon in accordance with the Consolidated Appropriations Act, 2022 (Pub. L. 116-260, Dec. 27, 2020) the Regulations for the Administration of FY 2022 SMART grant program, and the policies and procedures prescribed by the Maritime Administration (DOT/OST) of the U.S. Department of Transportation in accordance and in compliance with all requirements imposed by Title 49, Code of Federal Regulations, U.S. Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Non-discrimination in Federally-assisted programs of the U.S. Department of Transportation pertaining to and effectuating the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252; 42 U.S.C. § 2000d to 2000d-4), does hereby remise, release, quitclaim and convey unto the Recipient all the right, title and interest of the U.S. Department of Transportation in and to said lands described in Exhibit A attached hereto and made a part hereof.

(HABENDUM…