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24-210.00HDREngineeringPinesRoadBNSFGradeSeparationProject
Contract No. 24-210 AGREEMENT FOR PROFESSIONAL SERVICES HDR Engineering,Inc. THIS AGREEMENT is made by and between the City of Spokane Valley,a code City of the State of Washington,hereinafter"City"and HDR Engineering,Inc.,hereinafter"Consultant,"jointly referred to as"Parties." IN CONSIDERATION of the terms and conditions contained herein,the Parties agree as follows: 1. Work to Be Performed. Consultant shall provide all labor, services, and material to satisfactorily complete the Scope of Services, attached as Exhibit A. A.Administration. The City Manager or designee shall administer and be the primary contact for Consultant. Prior to commencement of work, Consultant shall contact the City Manager or designee to review the Scope of Services,schedule,and date of completion. Upon notice from the City Manager or designee, Consultant shall commence work, perform the requested tasks in the Scope of Services,stop work,and promptly cure any failure in performance under this Agreement. B. Representations. City has relied upon the qualifications of Consultant in entering into this Agreement. By execution of this Agreement, Consultant represents it possesses the ability, skill, and resources necessary to perform the work and is familiar with all current laws, rules, and regulations which reasonably relate to the Scope of Services. No substitutions of agreed-upon personnel shall be made without the prior written consent of City. Consultant represents that the compensation as stated in paragraph 3 is adequate and sufficient for the timely provision of all professional services required to complete the Scope of Services under this Agreement. Consultant shall be responsible for the technical accuracy of its services and documents resulting therefrom, and City shall not be responsible for discovering deficiencies therein. Consultant shall correct such deficiencies without additional compensation except to the extent such action is directly attributable to deficiencies in City-furnished information. C. Standard of Care. Consultant shall exercise the degree of skill and diligence normally employed by professional consultants engaged in the same profession, and performing the same or similar services at the time such services are performed. D.Modifications. City may request modifications and orders for work whenever necessary or advisable. Any such modifications are subject to mutual approval from both Parties. Consultant shall not unreasonably deny any request from the City for changes in the work. Compensation for such modifications or changes shall be as mutually agreed between the Parties. Consultant shall make such revisions in the work as are necessary to correct errors or omissions appearing therein when required to do so by City without additional compensation. 2. Term of Contract. This Agreement shall be in full force and effect upon execution and shall remain in effect until completion of all contractual requirements have been met as determined by City. Consultant Agreement for Professional Services(with professional liability coverage) Page 1 of 8 Contract No. 24-210 shall complete its work by December 31,2026, unless the time for performance is extended in writing by the Parties. Either Party may terminate this Agreement for material breach after providing the other Party with at least 10 days'prior notice and an opportunity to cure the breach. City may,in addition,terminate this Agreement for any reason by 10 days' written notice to Consultant. In the event of termination without breach, City shall pay Consultant for all work previously authorized and satisfactorily performed prior to the termination date. 3. Compensation. City agrees to pay Consultant an agreed upon hourly rate up to a maximum amount of$347,139.23 as full compensation for everything done under this Agreement, as set forth in Exhibit B. Consultant shall not perform any extra, further, or additional services for which it will request additional compensation from City without a prior written agreement for such services and payment therefore. 4. Payment. Consultant shall be paid monthly upon presentation of an invoice to City. Applications for payment shall be sent to the City Finance Department at the below-stated address. The City shall pay all undisputed amounts within 30 days following receipt of Consultant's invoice. City reserves the right to withhold payment under this Agreement for that portion of the work(if any)which is determined in the reasonable judgment of the City Manager or designee to be noncompliant with the Scope of Services,City standards, City Code,and federal or state standards. 5.Notice. Notices other than applications for payment shall be given in writing as follows: TO THE CITY: TO THE CONSULTANT: Name:Marci Patterson, City Clerk Name: Scott Marshall Phone: (509)720-5000 Phone: 509-343-8523 Address: 10210 East Sprague Avenue Address: 835 N Post Street, Suite 101 Spokane Valley,WA 99206 Spokane,WA 99201 6.Applicable Laws and Standards. The Parties,in the performance of this Agreement,agree to comply with all applicable federal, state, and local laws and regulations. Consultant states that its designs, construction documents, and services shall conform to all federal, state, and local statutes and regulations. Consultant agrees to comply with all applicable provisions of Exhibit D, and make all certifications in Exhibits E and F. 7. Certification Regarding Debarment, Suspension, and Other Responsibility Matters — Primary Covered Transactions. A. By executing this Agreement, the Consultant certifies to the best of its knowledge and belief that it and its principals: 1. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency; 2. Have not within a three-year period preceding this proposal been convicted of Agreement for Professional Services(with professional liability coverage) Page 2 of 8 Contract No. 24-210 or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state, or local) transaction or contract under a public transaction; violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records,making false statements,or receiving stolen property; 3. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in paragraph(A)(2)of this certification;and 4. Have not within a three-year period preceding this application/proposal had one or more public transactions (federal, state, or local) terminated within the state of Washington for cause or default. B. Where the prospective primary participant is unable to certify to any of the statements in this certification,such prospective participant shall attach an explanation to this Agreement. C. By executing this Agreement, the Consultant certifies to the best of its knowledge and belief that it and its principals will, or will continue, to provide a drug-free workplace in conformance with the requirements of 49 C.F.R.part 32 by: 1.Publishing a statement notifying employees that the unlawful manufacture,distribution, dispensing, possession or use of a controlled substance is prohibited in the Consultant's workplace,and specifying the actions that will be taken against employees for violation of such prohibition. 2.Establishing an ongoing drug-free awareness program to inform employees about: (a)The dangers of drug abuse in the workplace; (b)The Consultant's policy of maintaining a drug-free workplace; (c) Any available drug counseling, rehabilitation, and employee assistance programs;and, (d) The penalties that may be imposed upon employees for drug abuse violations occurring in the workplace. 3. Making it a requirement that each employee to be engaged in the performance of work under this Agreement be given a copy of the statement required by paragraph 7(C)(1) above. 4. Notifying the employee in the statement required by paragraph 7(C)(1) that, as a condition of employment for work under this Agreement,the employee will: (a)Abide by the terms of the statement; and Agreement for Professional Services(with professional liability coverage) Page 3 of 8 Contract No. 24-210 (b) Notify the employer in writing of his or her conviction for a violation of a criminal drug statute occurring in the workplace no later than five calendar days after such conviction. 5. Notifying the City in writing, within ten calendar days after receiving notice from an employee or otherwise receiving actual notice of conviction. Employers of convicted employees must provide notice,including position title,to the City. The City will provide any such notice to the Federal Railroad Administration as well. 6. Taking one of the following actions, within 30 days of receiving notice with respect to any employee who is so convicted: (a) Taking appropriate personnel action against such an employee, up to and including termination, consistent with the requirements of the Rehabilitation Act of 1973,as amended;or (b)Requiring such employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a Federal, State or local health, law enforcement,or other appropriate agency. 7. Making a good faith effort to continue to maintain a drug-free workplace through implementation of this Section 7. D. In addition to the certifications above, Consultant shall complete and sign all Certification Documents set forth in Exhibits E, and such certifications are hereby incorporated by reference herein. The Consultant shall ensure that such certifications remain in effect for the term of this Agreement. In addition, Consultant shall ensure that any Lower Tier Covered Transactions, such as those with subconsultants or subcontractors require the certifications set forth in Exhibit F. 8. Relationship of the Parties. It is understood and agreed that Consultant shall be an independent contractor and not the agent or employee of City,that City is interested in only the results to be achieved, and that the right to control the particular manner,method,and means in which the services are performed is solely within the discretion of Consultant. Any and all employees who provide services to City under this Agreement shall be deemed employees solely of Consultant. The Consultant shall be solely responsible for the conduct and actions of all its employees under this Agreement and any liability that may attach thereto. 9. Ownership of Documents. All drawings, plans, specifications, and other related documents prepared by Consultant under this Agreement are and shall be the property of City,and may be subject to disclosure pursuant to chapter 42.56 RCW or other applicable public record laws. The written, graphic, mapped, photographic, or visual documents prepared by Consultant under this Agreement shall, unless otherwise provided, be deemed the property of City. City shall be permitted to retain these documents, including reproducible camera-ready originals of reports,reproduction quality mylars of maps,and copies in the form of computer files,for the City's use. City shall have unrestricted authority to publish, disclose,distribute, and otherwise use,in whole or in part,any reports,data,drawings,images,or other material prepared under this Agreement, provided that Consultant shall have no liability for the use of Consultant's work product outside of the scope of its intended purpose. 10.Records. The City or State Auditor or any of their representatives shall have full access to and the right Agreement for Professional Services(with professional liability coverage) Page 4 of 8 Contract No. 24-210 to examine during normal business hours all of Consultant's records with respect to all matters covered in this Agreement. Such representatives shall be permitted to audit, examine, make excerpts or transcripts from such records, and to make audits of all contracts, invoices, materials,payrolls, and record of matters covered by this Agreement for a period of three years from the date final payment is made hereunder. Consultant shall retain all records related to all matters covered in this Agreement for a period of three years after completion of project close-out,unless a longer time is requested by City or required by law. 11.Insurance. Consultant shall procure and maintain for the duration of the Agreement,insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by Consultant,its agents,representatives,employees,or subcontractors. The Consultant's maintenance of insurance as required by the Agreement shall not be construed to limit the liability of the Consultant to the coverage provided by such insurance,or otherwise limit the Public Entity's recourse to any remedy available at law or in equity. A. Minimum Scope of Insurance. Consultant's required insurance shall be of the types and coverages as stated below: 1. Automobile liability insurance covering all owned, non-owned, hired, and leased vehicles. Coverage shall be at least as broad as Insurance Services Office(ISO)form CA 00 01. 2.Commercial general liability insurance shall be at least as broad as ISO occurrence form CG 00 01 and shall cover liability arising from premises,operations,stop-gap independent contractors and personal injury, and advertising injury. City shall be named as an additional insured under Consultant's commercial general liability insurance policy with respect to the work performed for the City using an additional insured endorsement at least as broad as ISO CG 20 26. 3. Workers' compensation coverage as required by the industrial insurance laws of the State of Washington. 4.Professional liability insurance appropriate to Consultant's profession. B.Minimum Amounts of Insurance. Consultant shall maintain the following insurance limits: 1. Automobile liability insurance with a minimum combined single limit for bodily injury and property damage of$1,000,000 per accident. 2. Commercial general liability insurance shall be written with limits no less than $2,000,000 each occurrence,and$2,000,000 general aggregate. 3. Professional liability insurance shall be written with limits no less than$2,000,000 per claim and$2,000,000 policy aggregate limit. C.Other Insurance Provisions. The Consultant's policies are to contain,or be endorsed to contain, the following provisions for automobile liability and commercial general liability insurance: Agreement for Professional Services(with professional liability coverage) Page 5 of 8 Contract No. 24-210 1. Consultant's insurance coverage shall be primary insurance with respect to the City. Any insurance, self-insurance, or self-insured pool coverage maintained by City shall be in excess of Consultant's insurance and shall not contribute with it. 2.Consultant shall provide City and all additional insured for this work with written notice of any policy cancellation within two business days of their receipt of such notice. 3. If Consultant maintains higher insurance limits than the minimums shown above, City shall be insured for the full available limits of commercial general and excess or umbrella liability maintained by Consultant, irrespective of whether such limits maintained by Consultant are greater than those required by this Agreement or whether any certificate of insurance furnished to the City evidences limits of liability lower than those maintained by Consultant. 4.Failure on the part of Consultant to maintain the insurance as required shall constitute a material breach of the Agreement, upon which the City may, after giving at least five business days' notice to Consultant to correct the breach, immediately terminate the Agreement, or at its sole discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to City on demand, or at the sole discretion of the City,offset against funds due Consultant from the City. D.Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M.Best rating of not less than A:VII. E. Evidence of Coverage. As evidence of the insurance coverages required by this Agreement, Consultant shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Agreement before commencement of the work and prior to execution of this Agreement. Consultant shall provide updated insurance to the City prior to the expiration of applicable insurance coverage periods. Insurance Certifications shall be incorporated by this reference as Exhibit G. 12. Indemnification and Hold Harmless. Consultant shall, at its sole expense, defend, indemnify, and hold harmless City and its officers,agents,and employees,from any and all claims,actions,suits,liability, loss, costs, attorney's fees, costs of litigation, expenses, injuries, and damages of any nature whatsoever relating to or arising out of the wrongful or negligent acts,errors,or omissions in the services provided by Consultant, Consultant's agents, subcontractors, subconsultants, and employees to the fullest extent permitted by law, subject only to the limitations provided below. In the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Consultant and the City, its officers, officials, employees,and volunteers,the Consultant's liability,including the duty and cost to defend,hereunder shall be only to the extent of the Consultant's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Consultant's waiver of immunity under Industrial Insurance, Title 51, RCW, solely for the purpose of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. Agreement for Professional Services(with professional liability coverage) Page 6 of 8 Contract No. 24-210 13.Waiver. No officer,employee,agent,or other individual acting on behalf of either Party has the power, right,or authority to waive any of the conditions or provisions of this Agreement. A waiver in one instance shall not be held to be a waiver of any other subsequent breach or nonperformance. All remedies afforded in this Agreement or by law shall be taken and construed as cumulative and in addition to every other remedy provided herein or by law. Failure of either Party to enforce at any time any of the provisions of this Agreement or to require at any time performance by the other Party of any provision hereof shall in no way be construed to be a waiver of such provisions nor shall it affect the validity of this Agreement or any part thereof. 14. Assignment and Delegation. Neither Party shall assign, transfer, or delegate any or all of the responsibilities of this Agreement or the benefits received hereunder without prior written consent of the other Party. 15.Subcontracts. The City permits subcontracts for those items of services as shown in Exhibit A attached hereto and by this reference made part of this Agreement solely as provided in this section. Consultant shall not enter into subcontracts for any of the work contemplated under this Agreement without obtaining prior written approval of City. . No permission for subcontracting shall create,between the City and sub- consultant, any contract or any other relationship. The services of the sub-consultant shall not exceed its maximum amount payable identified in each task order unless a prior written approval has been issued by the City. All reimbursable direct labor,indirect cost rate,direct non-salary costs and fee costs for the sub- consultant shall be negotiated and substantiated in accordance with applicable payment sections of this Agreement herein and shall be memorialized in a final written acknowledgement between the Consultant and sub-consultant, a copy of which shall be provided to the City upon request. All subcontracts shall contain all applicable provisions of this Agreement,and the Consultant shall require each sub-consultant or subcontractor, of any tier, to abide by the terms and conditions of this Agreement, including any and all applicable Federal grant and other requirements. Consultant shall make all payments to sub-consultants timely and City shall not be responsible or liable for any missed,late,or withheld payments by Consultant. 16. Confidentiality. Consultant may,from time-to-time, receive information which is deemed by City to be confidential. Consultant shall not disclose such information without the prior express written consent of City or upon order of a court of competent jurisdiction. 17. Jurisdiction and Venue. This Agreement is entered into in Spokane County, Washington. Disputes between City and Consultant shall be resolved in the Superior Court of the State of Washington in Spokane County. Notwithstanding the foregoing, Consultant agrees that it may, at City's request, be joined as a party in any arbitration proceeding between City and any third party that includes a claim or claims that arise out of, or that are related to Consultant's services under this Agreement. Consultant further agrees that the Arbitrator(s)' decision therein shall be final and binding on Consultant and that judgment may be entered upon it in any court having jurisdiction thereof. 18. Cost and Attorney's Fees. The prevailing party in any litigation or arbitration arising out of this Agreement shall be entitled to its attorney's fees and costs of such litigation or arbitration(including expert witness fees). 19. Entire Agreement. This written Agreement constitutes the entire and complete agreement between the Parties and supersedes any prior oral or written agreements. This Agreement may not be changed, modified,or altered except in writing signed by the Parties hereto. 20.Anti-kickback. No officer or employee of City,having the power or duty to perform an official act or Agreement for Professional Services(with professional liability coverage) Page 7 of 8 Contract No. 24-210 action related to this Agreement shall have or acquire any interest in this Agreement, or have solicited, accepted,or granted a present or future gift,favor,service,or other thing of value from any person with an interest in this Agreement. 21. Business Registration. Consultant shall register with the City as a business prior to commencement of work under this Agreement if it has not already done so. 22.Severability. If any section,sentence,clause,or phrase of this Agreement should be held to be invalid for any reason by a court of competent jurisdiction,such invalidity shall not affect the validity of any other section,sentence,clause,or phrase of this Agreement. 23.Exhibits. Exhibits attached and incorporated into this Agreement are: A. Scope of Services B.Fee proposal C.Applicable Grant Agreements D.Assurance of Compliance with Applicable Federal Law E. Certifications Documents F.Lower Tier Covered Transaction Certifications G.Insurance Certificates H.DBE Participation Plan744 C The Parties have executed this Agreement this // day of Fe-bat41 ,20 25. CITY OF SPOKANE VALLEY HDR E NGINEERING,INC.: Jo Hohman,City Manager By: Olivia Williams,Vice President Its: Authorized Representative AP VED A FORM: Off o the Ci Attorney Agreement for Professional Services(with professional liability coverage) Page 8 of 8 City of Spokane Valley I Pines RD BNSF Grade Separation Construction Management Services—Scope December 20,2024 EDI Exhibit A 2025-2026 Scope of Services Pines Road/BNSF Grade Separation Capital Improvements Program No.0223 FRA PROJECT:FR-RLD-2002;AG No.69A36524420020RLDWA City Agreement No.24-210 Phase 1 HDR Engineering, Inc. (HDR) and its Construction Engineering& Inspection team members(CE&I Team)will provide construction management,field inspection and documentation, material testing, environmental compliance, BNSF coordination, pile driving observation,constructability review,and public outreach services for the Pines Road/BNSF Grade Separation project("project").The project reconstructs the SR 27(Pines Road),and SR 290(Trent Avenue) intersection located in Spokane County,Washington.This work includes grade separating BNSF railroad tracks from Pines Road, earthwork, roadway excavation and embankment, construction of a retaining wall,shared-use path, and drainage improvements, realigning the Pines and Trent intersection and replacing it with a multilane roundabout, paving with hot mix asphalt(HMA), illumination,and installation,erosion control,seeding,cement concrete curb,sidewalk, pavement markings, permanent signing, temporary traffic control,and trailhead facility with restroom and other appurtenances. CE&I Team • HDR will provide construction management,documentation,and bridge pile driving observation. • HDR's subcontractor, David Evans and Associates(DEA) is not anticipated to be utilized in the project's phase 1 scope of work. • HDR's subcontractor,STRATA is not anticipated to be utilized in the project's phase 1 scope of work. • HDR's subcontractor, Prima Pacific is not anticipated to be utilized in the project's phase 1 scope of work. • HDR's subcontractor, Big Sky will provide public involvement support. • HDR's subcontractor,Widener&Associates will provide BNSF coordination in the project's phase 1 scope of work. • HDR's subcontractor,Simpson Engineers will provide surveying. General Scope of Services: The CE&I is anticipated to have a phased approach. Phase 1 scope of services is as follows: The CE&I Team will provide qualified staff to perform the scope of services described within. Services will meet the requirements of the Washington State Department of Transportation (WSDOT) Local Agency Guidelines(LAG),WSDOT Construction Manual, Federal Highway Administration (FHWA), Federal Rail Administration (FRA), Federal compliance standards,WSDOT hd rinc.com 610 West Hubbard Avenue,,Suite 227,,Coeur d'Alene,ID 83814-2288 (208)676-1130 City of Spokane Valley I Pines RD BNSF Grade Separation Construction Management Services—Scope December 20,2024 Standard Specifications,and City of Spokane Valley(COSV) requirements and will comply with the construction documents including: • Standard Specifications for Road, Bridge,and Municipal Construction,2024 edition as issued by WSDOT and the American Public Works Association (APWA),Washington Chapter. • Contract Plans and Specifications including: o Plans sealed by a Professional Engineer o General Special Provisions o Addenda issued prior to bidding • COSV and BNSF executed Construction and Maintenance(C&M)Agreement • FHWA 1273 requirements • Federal Rail Administration (FRA) resources and guidance Key Understandings: • The COSV will provide the Project Manager(PM).The HDR CE&I Team will provide the Resident Engineer(RE),construction observers, BNSF coordination, public involvement,and surveying. • Work will be under the direction of the PM or delegated representative. • It is anticipated that construction activities will start in January of 2025 (when weather allows)and continue for approximately six(6) months. • It is anticipated that BNSF will work 50 hours per week, Monday through Friday. • BNSF's construction schedule will dictate which services are necessary by the CE&I Team and when they are needed. Day work is primarily anticipated on this project. • CE&I staff will be equipped with a vehicle equipped with an amber rotating/strobe warning beacon; a cellular phone; access to a computer;a camera; and appropriate personal protective equipment for the work being observed. • CE&I staff will have BNSF specific training to be on BNSF property,and eRailSafe training. • The BNSF will provide primary access to the work for use by the CE&I Team to perform the services. Assumptions for Estimating Contract Hours and Direct Expenses: • The Engineer of record (EOR)is available to periodically visit the project site, review shop drawings, respond to RFIs and provide input on project issues as they arise,at the direction of the COSV. • The RE (HDR) is expected for the duration of the project on a regular part-time basis estimated at ten (10) hours a week. • One part time inspector/observer(HDR) is expected for the duration of piling activities on the BNSF bridge portion of the project. • Mileage for vehicles used by part-time CE&I Staff will be a direct cost to the project at the federal mileage rate. hdrinc.com 610 West Hubbard Avenue,,Suite 227,,Coeur d'Alene,ID 83814-2288 (208)676-1130 City of Spokane Valley I Pines RD BNSF Grade Separation Construction Management Services—Scope December 20,2024 FY • The CE&I Team will provide tape measures,wheel measures,straight edges,computers, pickups with beacons,and smart levels. • One part-time railroad coordinator(Widener) is expected for the duration of Phase 1 of the project and pre-bidding to maintain compliance with the BNSF and FRA. • One part-time two-man field crew(Simpson) is expected to provide updated topographic survey information after BNSF has completed their bridge project, and to provide survey checks on piling locations during Phase 1. • Provide remote access to project files via ProjectWise server hosted by HDR. Personnel and Items to be provided by the COSV: • Project Manager(PM)who will provide project direction,approve change orders and monthly pay estimates and provide final copies to the CE&I Team. • Contract plans and specifications. Task 1 PROJECT MANAGEMENT(HDR Team) The CE&I Team will provide project management for the duration of the agreement. 1.1 Project Management—The CE&I Team will provide project management of the CE&I scope of work including assigning staff to perform the tasks;track installation and preparing monthly progress reports; provide initial reviews of BNSF invoices; and preparing a Project Guide for HDR internal use summarizing pertinent information regarding the project such as project contact information,emergency contact information,safety guide,and quality control guide. Up to one(1) internal review meeting will be conducted to review project risks and mitigation measures. 1.2 Safety Plan—HDR will create a CE&I safety plan prepared specifically for HDR and subconsultant staff on this project phase.The safety plan includes project description, emergency contact information,job hazard analysis(JHA),and safe work procedures for project specific activities.The plan will be reviewed by field staff. In addition, HDR staff will review the safety plan prepared by its subconsultants. HDR Safety Plan is an internal document only. Deliverables • Monthly progress reports. • Inspection Documentation. • Comments and suggestions on overall project status. TASK 2 Surveying(Simpson Engineers/HDR) 2.1 Pile Location Verification Simpson will initial pile location and survey BNSF-set stakes/hubs of proposed bridge pile locations. hdrinc.com 610 West Hubbard Avenue,,Suite 227,,Coeur d'Alene,ID 83814-2288 (208)676-1130 City of Spokane Valley I Pines RD BNSF Grade Separation Construction Management Services—Scope December 20,2024 FY If locations are found to differ from the design plans,Simpson will notify the HDR PM. Assumptions • Simpson will set side of bridge pile location • BNSF will set stakes/hubs at the remaining proposed pile locations • BNSF will drive piles to design elevations • Simpson will verify each pile location up to two times • One set of piling surveyed at a time,with 6 sets per bridge for a total of 18 site visits for piling verification • Each pile verification will take up to three and one half(3.5) hours for a 2-person field crew. Deliverables • Field book notes(PDF) 2.2 Post-Bridge and Excavation Topographic Survey Simpson will perform a topographic survey of the area shown below and create a new existing conditions base map in AutoCAD. Simpson will also create a new existing ground TIN/DTM of the existing project limits for EOR. EOR will convert the AutoCAD file to MicroStation and WSDOT format for referencing into the proposed design plan sheets. EOR will also convert the new existing ground TIN for use in InRoads to update the roadway modeling. -..v. ,,:�+ t Atik ,2,111k,.,'-7 s - ,. w t . -"" .- i p 4 - ' - Jl __*1:, ,-* ,,. -. 2 ..'dry iinia, 1_, am: ,i,,, . -77._ ,,,, �.`< 1 Assumptions • Relocated and existing utilities in position at the time of the survey will be shown on the new base map • Simpson will create base map and existing ground in DWG and TIN/LandXML hdrinc.com 610 West Hubbard Avenue,,Suite 227,,Coeur d'Alene,ID 83814-2288 (208)676-1130 City of Spokane Valley I Pines RD BNSF Grade Separation Construction Management Services—Scope December 20,2024 • HDR will convert DWG data to DGN and LandXML into DTM • Up to three and one half(3.5)days for one HDR staff to convert survey data into a DTM. Deliverables • Updated Existing Conditions Base Map (DWG and DGN) • Updated existing ground TIN/DTM and LandXML files TASK 3 Piling Observation (HDR) 3.1 Field Pile Observation • HDR will provide one inspector to provide observations during BNSF bridge piling operations. • Working with the project surveyor, HDR's field inspector will assist with verifying piling locations and batter and notify the RE and COSV PM of deviations that occur in the field to allow potential issues to be rectified as soon as possible. Assumptions • The surveyor and HDR's inspector will only be on site for BNSF bridge piling operations. • Piling observation is assumed to last 100 days • Advance notice of at least 1 week will be provided to schedule HDR's inspector and allow for travel time. • Additional days for pile driving field observation over the estimated amount will be included in a contract amendment. Deliverables • IDRs from inspectors performing oversavation • Input to the PM for any Non-Conformance Reports • Piling data logs(location and batter only) TASK 4 BNSF and FRA Compliance 4.1 Agency and BNSF Coordination • The CE&I Team will continue to assist the COSV and BNSF in coordinating the construction of this project, as well as completing grant agreement, as required up to the budget identified for this task. This will include coordination on the C&M agreement as well as coordination the project timing and observation requirements. • Coordinate and attend a pre-con with BNSF prior to bridge construction. hdrinc.com 610 West Hubbard Avenue,,Suite 227,,Coeur d'Alene,ID 83814-2288 (208)676-1130 City of Spokane Valley I Pines RD BNSF Grade Separation Construction Management Services—Scope December 20,2024 Deliverables • Meeting minutes and memoranda documenting the coordination activities with FRA and BNSF,as required. • Pre-construction Meeting Agenda and Meeting Minutes. TASK 5 PUBLIC INVOLVEMENT(Big Sky) The CE&I Team will prepare a Public Involvement Plan (PIP) which defines and outlines the public involvement strategy for identifying and engaging the community, local media, neighborhood associations,and other stakeholders during phase I of the project.The PIP includes an initial list of project stakeholders and an outline of the proposed public involvement tools.This scope serves as the PIP and outlines this project's anticipated public involvement strategies.The deliverables within this section,to the extent that it is within the CE&I Team's control,will be delivered as quick as possible to allow ample time for COSV to review and push out the documents. Assumptions 1. For this scope, Big Sky Public Relations will plan efforts through June 2024. 2. HDR will support Big Sky Public Relations with technical background information and participation in stakeholder communications. 3. The COSV will be asked to provide technical information, provide content guidance, key messages and review materials. 4. Big Sky Public Relations will coordinate the review of the project materials with the COSV, project team representatives, and other requested staff. 5. Big Sky Public Relations will maintain a project communications log. 6. Big Sky Public Relations will provide the COSV's communication team with content for their dissemination. Big Sky Public Relations will only act on behalf of the project as directed by the COSV. 5.1 Public Involvement Communications Log • Maintain an official communications log from stakeholder meetings,outreach,and stakeholder communications. • Maintain and update the project stakeholder contact database. • Stakeholders include surrounding business owners, restaurants,the local hospital, urgent care,and medical offices.Additional stakeholders include residents living within the project area and/or those who commute through the project daily. Content Creation • Facilitate approvals of graphic design materials between the CE&I Team and the COSV, as requested by the project team. hdrinc.com 610 West Hubbard Avenue,,Suite 227,,Coeur d'Alene,ID 83814-2288 (208)676-1130 City of Spokane Valley I Pines RD BNSF Grade Separation Construction Management Services—Scope December 20,2024 • Create an informational project brochure,website content,social media posts, print and digital advertising, Every Door Direct Mailer,open house display boards and other necessary educational items,as requested by the CE&I Team at the direction of the COSV. • Create regularly scheduled weekly project updates to be distributed to the stakeholder contact list via email, project webpage and other mediums that the COSV's communication team sees fit. Design Management • Manage graphic design for informational project brochure,website content, print and digital advertisements, Every Door Direct Mailer,and other necessary educational assets as requested by the CE&I Team at the direction of the COSV. Event Management Assistance • Coordinate the public meeting with the CE&I Team and the COSV. • Plan and execute the public meeting at the appropriate agreed-upon date. Stakeholder Communication • Manage communications with the COSV, CE&I Team,stakeholders, landowners,and the community regarding the project. • Develop and maintain an email list for those interested in receiving updates about the project if needed. • Distribute regularly scheduled email updates to the contact email list. Travel • Travel to the project area for stakeholder meetings,canvassing,the public meeting,and visits to the project site,as requested by the CE&I Team if needed. • Per-diem meals, lodging,and mileage for one round trip from Missoula to Spokane Valley for a Big Sky Public Relations representative to assist with the public meeting if needed. • Mileage for one(1)round trip by local Big Sky Public Relations project manager to visit the project area for canvassing and public tabling events and to attend the public meeting if needed. Website Updates • Create content for a webpage on the COSV's website for the project. • Update the project webpage on the COSV's website if needed. • Post regularly scheduled project updates on the project webpage if needed. Social Media(If Needed) • Manage and monitor social media ads, including Facebook, Instagram, and Nextdoor ads. • Support Jill Smith and the COSV with graphics and responses to comments,as requested. Material Distribution(If Needed) hdrinc.com 610 West Hubbard Avenue,,Suite 227,,Coeur d'Alene,ID 83814-2288 (208)676-1130 City of Spokane Valley I Pines RD BNSF Grade Separation Construction Management Services—Scope December 20,2024 FY • Material distribution before and after the public meeting and stakeholder meetings.Along with distributed supplemental content for the media. • Canvassing of the project area before the public meeting/open house if needed. Media Buying&Planning(If Needed) • Organize and implement the print and digital advertising buys and placements if needed. Media Relations(If Needed) • Track regularly for project mentions and public sentiment in media outlets. • Create and distribute two press releases for the project, one that announces the start of construction and another that announces the completion of the project. • Field project media requests. • Draft talking points and interview preparation if needed. Deliverables • Content for a project webpage on the COSV's website that includes a project logo, map,and other materials deemed relevant. • Updates to the project webpage hosted on the COSV's website,if needed. • Regularly scheduled email and webpage updates informing on the project's progress. • One (1) communication and listening log and contact database. • One (1) project brochure that can be distributed at stakeholder meetings,the public meeting,and available for download on the project website. • Digital advertisements, including Facebook, Instagram, and Nextdoor ads,will be used to announce the project.These ads will also be used throughout the project to inform the public of construction activities.At the end of the project,digital ads will be used to announce the completion of the project if needed. • Display boards featuring project information to be presented at the public meeting/open house. hdrinc.com 610 West Hubbard Avenue,,Suite 227,,Coeur d'Alene,ID 83814-2288 (208)676-1130 Exhibit B CONSULTANT NAME:HDR Inc. PROJECT NAME: Pines Road/BNSF Grade Separation(Phase 1) KEY NO. 223 A. SUMMARY ESTIMATED MAN-DAY COSTS Man-Days Man-Hours Raw Labor 1 Principal In Charge 1.00= 8.00 @ $105.17 = $841.36 2 Project Manager 27.75= 222.00 @ $57.00 = $12,654.00 3 Design Lead 2.50= 20.00 @ $78.46 = $1,569.20 4 Lead Insepctor 1.00= 8.00 @ $45.76 = $366.08 9 Pile Observer 140.25= 1122.00 @ $51.50 = $57,783.00 10 WA Transportation Business Group Manager 0.13= 1.00 @ $136.20 = $136.20 11 Quality Records Coordinator 0.13= 1.00 @ $51.44 = $51.44 12 Accounting 4.00= 32.00 @ $45.00 = $1,440.00 176.75 1414.00 TOTAL RAW LABOR COST= $74,841.28 B. PAYROLL,FRINGE BENEFIT COSTS&OVERHEAD Total Raw Labor Overhead Rate $74,841.28 X 158.39% = $118,541.10 C. NET FEE $74,841.28 X 28.0% = $20,955.56 E. ESCALATION(Including Sub Consultants Labor) $214,337.94 X 4.0% = $8,573.52 F. OUT-OF-POCKET EXPENSES HDR TOTAL ESTIMATED EXPENSE* _ $25,798.90 HDR Subtotal = $248,710.36 G. SUBCONSULTANTS Big Sky D = $10,197.67 Simpson = $41,568.34 Widener D = $46,662.86 TOTAL= $347,139.23 * See attached Direct Expenses for HDR Inc. Exhibit B ;ULTANT NAME:HDR Inc. ROJECT NAME:Pines Road!BNSF Grade Separation(Phase 1) KEY NO.223 F. OUT-OF-POCKET EXPENSES SUMMARY Estimated Unit Cost Estimated Expense Unit Amount Expense Comment 1 Printing(8.5x11) Sheets 50 @ $ 0.05 = $ 2.50 2 Printing(8.5x11 Color) Sheets 50 @ $ 0.16 = $ 8.00 3 Printing(11x17) Sheets 20 @ $ 0.10 = $ 2.00 (20 weeks*402 Miles RT)+(20 4 Printing(11x17 Color) Sheets 20 C$ $ 0.32 = $ 6.40 Miles*100 Days)=Pile Observer 5 Mileage Miles 10,040 © $ 0.750 = $ 7,530.00 16 Meals Day 100 4j $ 55.50 = $ 5,550.00 24 Hotel Day 100 a $ 127.00 = $ 12,700.00 Pile Observations 1 day per piling HDR Inc. Total Estimated Expenses $ 25,798.90 Exhibit B CONSULTANT NAME: Big Sky PROJECT NAME: Pines Road/BNSF Grade Separation(Phase 1) KEY NO. 223 COST ESTIMATE A. SUMMARY ESTIMATED LABOR HOUR COSTS Labor Hours Hrly Rate Cost 19 CEO 1.0 @ $ 67.00 = $67.00 20 CXO 12.0 @ $ 50.00 = $600.00 21 Account Manager 10.0 @ $ 38.00 = $380.00 22 Graphic Designer 5.0 @ $ 26.00 = $130.00 *See Attached Labor Hour Estimate 28.0 SUBTOTAL RAW LABOR COST = $1,177.00 B. PAYROLL,FRINGE BENEFIT COSTS&OVERHEAD Total Raw Labor Cost Approved Rate $1,177.00 X 221.47% = $2,606.70 C. FIXED FEE Total Raw Labor&Overhead Approved Rate $1,177.00 X 28.0% = $329.56 D. ESCALATION(Including Sub Consultants Labor) Rate $4,113.26 X 4.0% = $164.53 E. DIRECT EXPENSE SUMMARY* Estimated Amount Unit Cost Estimated Expense 1 Mileage* 414.0 @ $0.670 = $277.38 2 Per Diem Travel Days 1.0 @ $55.50 = $55.50 3 Lodging 1.0 @ $127.00 = $127.00 4 Advertising-Digital: Facebook, lnstagram,and Display 1.0 @ $500.00 = $500.00 5 General Printing(Mailer to 99216-0002, 99206-0O27,992 4,200.0 @ $0.80 = $3,360.00 6 Public Meeting-Display Boards 5.0 @ $50.00 = $250.00 7 Public Meeting -Snacks 1.0 @ $150.00 = $150.00 8 Hotline 0.0 @ $600.00 = $0.00 9 Invoicing-Elevated Accounting 6.0 @ $200.00 = $1,200.00 TOTAL ESTIMATED EXPENSE = $5,919.88 TOTAL = $10,197.67 *As per the"FEDERAL PER DIEM RATES FOR Spokane" forms\ClientTemplate_HDR_Estimate_20250109 DRAFT Phase I.xlsx\Big Sky 1/9/2025 Exhibit B CONSULTANT NAME:Simpson PROJECT NAME: Pines Road/BNSF Grade Separation(Phase 1) KEY NO. 223 COST ESTIMATE A. SUMMARY ESTIMATED LABOR HOUR COSTS Labor Hours Hrly Rate Cost 26 Project Manager 34.0 @ $ 45.00 = $1,530.00 27 Project Surveyor 80.0 @ $ 40.00 = $3,200.00 28 Field Survey Crew 210.0 @ $ 54.00 = $11,340.00 *See Attached Labor Hour Estimate 324.0 SUBTOTAL RAW LABOR COS1 = $16,070.00 B. PAYROLL,FRINGE BENEFIT COSTS&OVERHEAC Total Raw Labor Cost Approved Rate $16,070.00 X 120.00% _ $19,284.00 C. FIXED FEE Total Raw Labor&Overhead Approved Rate $16,070.00 X 28.0% _ $4,499.60 D. ESCALATION(Including Sub Consultants Labor) Rate $39,853.60 X 4.0% _ $1,594.14 E. DIRECT EXPENSE SUMMARY** Estimated Amount Unit Cost Estimated Expense 1 Mileage* 180.0 @ $0.670 = $120.60 2 Per Diem Travel Days 0.0 @ $44.25 = $0.00 3 Printing (8.5x11) 0.0 @ $0.10 = $0.00 4 Printing(11x17) 0.0 @ $0.15 = $0.00 5 Printing (11x17 Color) 0.0 @ $0.90 = $0.00 TOTAL ESTIMATED EXPENSE = $120.60 TOTAL = $41,568.34 *As per the"FEDERAL PER DIEM RATES FOR SPOKANE" forms\ClientTemplate_HDR_Estimate_20250109 DRAFT Phase I.xlsx\Simpson 1/9/2025 Exhibit B CONSULTANT NAME:Widener PROJECT NAME: Pines Road/BNSF Grade Separation(Phase 1) KEY NO. 223 COST ESTIMATE A. SUMMARY ESTIMATED LABOR HOUR COSTS Labor Hours Hrly Rate Cost 34 Project manager 159.0 @ $ 74.00 = $11,766.00 35 Senior Biologist 10.0 @ $ 55.00 = $550.00 36 Project Biologist 9.0 @ $ 32.00 = $288.00 See Attached Labor Hour Estimate 178.0 SUBTOTAL RAW LABOR COSI = $12,604.00 B. PAYROLL,FRINGE BENEFIT COSTS&OVERHEAC Total Raw Labor Cost Approved Rate $12,604.00 X 137.62% _ $17,345.62 C. FIXED FEE Total Raw Labor&Overhead Approved Rate $12,604.00 X 30.0% _ $3,781.20 D. ESCALATION(Including Sub Consultants Labor) Rate $33,730.82 X 4.0% _ $1,349.23 E. DIRECT EXPENSE SUMMARY** Estimated Amount Unit Cost Estimated Expense 1 Mileage* 11,840.0 @ $0.670 = $7,932.80 2 Per Diem Travel Days 20.0 @ $55.50 = $1,110.00 3 Lodging plus tax 20.0 @ $127.00 = $2,540.00 4 Printing (11x17) 0.0 @ $0.15 = $0.00 5 Printing (11x17 Color) 0.0 @ $0.90 = $0.00 TOTAL ESTIMATED EXPENSE = $11,582.80 TOTAL = $46,662.86 *As per the"FEDERAL PER DIEM RATES FOR SPOKANE" forms\ClientTemplate_HDR_Estimate_20250109 DRAFT Phase I.xlsx\Widener 1/9/2025 Exhibit C - Applicable Grant Agreements fillso? t.5 Department of Transportation Federal Railroad Administration Grant Agreement 1. RECIPIENT NAME AND ADDRESS CITY OF SPOKANE VALLEY 2. AGREEMENT NUMBER: 69A36525420110RASWA 3. AMENDMENT NO. 0 11707 E Sprague Ave Ste 106 4. PROJECT PERFORMANCE PERIOD: FROM 12/01/2024 TO 06/30/2031 Spokane Valley,WA 99206-6124 5. FEDERAL FUNDING PERIOD: FROM 12/01/2024 TO 06/30/2031 1A. IRS/VENDOR NO. 710914170 6. PRE-AWARD AUTHORITY: Yes 6A. PRE-AWARD DATE: 09/30/2023 1B. UEI.NSU3DBMM7JN9 1C.DUNS. 168240617 7. ACTION New 8. ASSISTANCE LISTING#: 20.933 TITLE FEDERAL NON-FEDERAL TOTAL 9. PROJECT TITLE 10. PREVIOUS Pines Road/BNSF Grade Separation Project AGREEMENTS 0.00 0.00 0.00 11. THIS 21,689,221.00 3,520,091.00 25,209,312.00 AGREEMENT 12. TOTAL 21,689,221.00 3,520,091.00 25,209,312.00 AGREEMENT 12A.OTHER FEDERAL FUNDING 11,404,600.00 13. INCORPORATED ATTACHMENTS THIS AGREEMENT INCLUDES THE FOLLOWING ATTACHMENTS,INCORPORATED HEREIN AND MADE A PART HEREOF: General Terms and Conditions under the FY22 RAISE Program,Attachment 1;Grant Agreement Under the FY22 RAISE Grant Program,Attachment 2;and Exhibits to FRA Grant Agreements Under the FY22 RAISE Grant Program,Attachment 3 14. STATUTORY AUTHORITY FOR GRANT/COOPERATIVE AGREEMENT 49 U.S.C.6702/Consolidated Appropriations Act,2022,Public Law No.117-103(March 15,2022) 15. REMARKS GRANTEE ACCEPTANCE AGENCY APPROVAL 16. NAME AND TITLE OF AUTHORIZED GRANTEE OFFICIAL 18. NAME AND TITLE OF AUTHORIZED FRA OFFICIAL 17. SIGNATURE OF AUTHORIZED GRANTEE OFFICIAL 17A. DATE 19. SIGNATURE OF AUTHORIZED FRA OFFICIAL 19A. DATE AGENCY USE ONLY 20. OBJECT CLASS CODE: 41010 21. ORGANIZATION CODE: 9000000000 22. ACCOUNTING CLASSIFICATION CODES DOCUMENT NUMBER FUND BY BPAC AMOUNT 69A36525420110RASWA 27X0143022 2025 0143TX0220 21,689,221.00 Page 1 AWARD ATTACHMENTS CITY OF SPOKANE VALLEY 69A36525420110RASWA 1. General Terms and Conditions under the FY22 RAISE Program,Attachment 1; 2. Grant Agreement Under the FY22 RAISE Grant Program,Attachment 2 3. Exhibits to FRA Grant Agreements Under the FY22 RAISE Grant Program,Attachment 3 Attachment 1 U.S.DEPARTMENT OF TRANSPORTATION GENERAL TERMS AND CONDITIONS UNDER THE FISCAL YEAR 2022 REBUILDING AMERICAN INFRASTRUCTURE WITH SUSTAINABILITY AND EQUITY (RAISE) GRANT PROGRAM: FRA PROJECTS Revision Date: October 1,2024 Page 1 of 30 Table of Contents Article 1 Purpose 6 1.1 Purpose 6 Article 2 USDOT Role 6 2.1 Division of USDOT Responsibilities 6 2.2 USDOT Program Contacts 7 Article 3 Recipient Role 7 3.1 Statements on the Project 7 3.2 Statements on Authority and Capacity. 7 3.3 USDOT Reliance. 8 3.4 Project Delivery 8 3.5 Rights and Powers Affecting the Project. 8 3.6 Notification of Changes to Key Personnel 8 Article 4 Award Amount,Obligation,and Time Periods 9 4.1 Federal Award Amount 9 4.2 Federal Funding Source 9 4.3 Federal Obligations 9 4.4 Budget Period. 9 4.5 Period of Performance 9 Article 5 Statement of Work, Schedule, and Budget Changes 9 5.1 Notification Requirement 9 5.2 Scope and Statement of Work Changes 10 5.3 Schedule Changes. 10 5.4 Budget Changes 10 5.5 USDOT Acceptance of Changes. 11 Article 6 General Reporting Terms 11 6.1 Report Submission 11 6.2 Alternative Reporting Methods 12 6.3 Paperwork Reduction Act Notice 12 Article 7 Progress and Financial Reporting 12 7.1 Quarterly Project Progress Reports and Recertification 12 7.2 Final Progress Reports and Financial Information 12 Article 8 Performance Reporting 13 8.1 Baseline Performance Measurement 13 8.2 Post-construction Performance Measurement 13 8.3 Project Outcomes Report 14 Article 9 Noncompliance and Remedies 14 9.1 Noncompliance Determinations 14 9.2 Remedies 15 9.3 Other Oversight Entities 15 Article 10 Agreement Termination 16 10.1 USDOT Termination 16 10.2 Closeout Termination 16 10.3 Post-Termination Adjustments 16 10.4 Non-Terminating Events 17 10.5 Other Remedies. 17 Page 2 of 30 Article 11 Monitoring,Financial Management,Controls,and Records 17 11.1 Recipient Monitoring and Record Retention. 17 11.2 Financial Records and Audits 17 11.3 Internal Controls 18 11.4 USDOT Record Access. 18 Article 12 Contracting and Subawards 18 12.1 Minimum Wage Rates. 18 12.2 Buy America 18 12.3 Small and Disadvantaged Business Requirements 19 12.4 Engineering and Design Services 19 12.5 Foreign Market Restrictions 19 12.6 Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment 19 12.7 Pass-through Entity Responsibilities 19 12.8 Subaward and Contract Authorization 19 Article 13 Costs,Payments, and Unexpended Funds 19 13.1 Limitation of Federal Award Amount 19 13.2 Projects Costs 19 13.3 Timing of Project Costs 20 13.4 Recipient Recovery of Federal Funds 20 13.5 Unexpended Federal Funds 20 13.6 Timing of Payments to the Recipient 20 13.7 Payment Method 20 13.8 Information Supporting Expenditures 20 13.9 Reimbursement Request Timing Frequency 21 Article 14 Liquidation,Adjustments,and Funds Availability 21 14.1 Liquidation of Recipient Obligations 21 14.2 Funds Cancellation 21 Article 15 Agreement Modifications 21 15.1 Bilateral Modifications 21 15.2 Unilateral Contact Modifications 22 15.3 USDOT Unilateral Modifications 22 15.4 Other Modifications 22 Article 16 Climate Change and Environmental Justice 22 16.1 Climate Change and Environmental Justice 22 Article 17 Racial Equity and Barriers to Opportunity 22 17.1 Racial Equity and Barriers to Opportunity. 22 Article 18 Labor and Work 23 18.1 Labor and Work 23 Article 19 Federal Financial Assistance,Administrative, and National Policy Requirements 23 19.1 Uniform Administrative Requirements for Federal Awards 23 19.2 Federal Law and Public Policy Requirements. 23 19.3 Federal Freedom of Information Act. 23 19.4 History of Performance 23 19.5 Whistleblower Protection 23 19.6 External Award Terms and Obligations 24 Page 3 of 30 19.7 Incorporated Certifications 24 Article 20 Assignment 24 20.1 Assignment Prohibited 24 Article 21 Waiver 25 21.1 Waivers 25 Article 22 Additional Terms and Conditions 25 22.1 Effect of Urban or Rural Designation 25 22.2 Effect of Historically Disadvantaged Community or Area of Persistent Poverty Designation. 25 22.3 Disclaimer of Federal Liability 25 22.4 Relocation and Real Property Acquisition 25 22.5 Equipment Disposition 26 22.6 Environmental Review 26 22.7 Project Maintenance Requirement 27 Article 23 Mandatory Award Information 27 23.1 Information Contained in a Federal Award 27 23.2 Federal Award Identification Number 28 23.3 Recipient's Unique Entity Identifier 28 Article 24 Construction and Definitions 28 24.1 Schedules. 28 24.2 Exhibits 28 24.3 Construction 28 24.4 Integration 29 24.5 Definitions 29 Article 25 Agreement Execution and Effective Date 29 25.1 Counterparts 29 25.2 Effective Date 30 Page 4 of 30 Index of Definitions Administering Operating Administration 7 Environmental Review Entity 26 Federal Share 11 FRA 7 General Terms and Conditions 29 NOFO 6 OMB 12 Program Statute 29 Project 29 Project Closeout 16 Project Cost Savings 11 RAISE Grant 29 Recipient Project-Specific Recitals Technical Application 29 USDOT 6 Page 5 of 30 GENERAL TERMS AND CONDITIONS The Infrastructure Investment and Jobs Act, Pub. L.No. 117-58 (Nov. 15,2021), and the Consolidated Appropriations Act,2022,Pub.L.No. 117-103 (Mar. 15,2022)appropriated funds to the United States Department of Transportation(the"USDOT")for fiscal year 2022 under the heading"National Infrastructure Investments."The funds are available to carry out 49 U.S.C. 6702 by providing Federal financial assistance for surface transportation infrastructure projects that will have a significant local or regional impact. The USDOT program administering those funds is the RAISE grant program. On January 14,2022,the USDOT posted a funding opportunity at Grants.gov with funding opportunity title"FY 2022 National Infrastructure Investments"and funding opportunity number DTOS59-22-RA-RAISE. The notice of funding opportunity posted at Grants.gov,as amended on March 22,2022, (the"NOFO") solicited applications for Federal financial assistance under the fiscal year 2022 RAISE grant program. On August 11, 2022,the USDOT announced application selections under the NOFO. These general terms and conditions are incorporated by reference in a project-specific agreement under the fiscal year 2022 RAISE grant program.The term"Recipient"is defined in the project-specific portion of the agreement. The project-specific portion of the agreement includes schedules A through J. The project-specific portion of the agreement may include special terms and conditions in project-specific articles. ARTICLE 1 PURPOSE 1.1 Purpose. The purpose of this award is to fund an eligible project that will have a significant local or regional impact and improve transportation infrastructure.The parties will accomplish that purpose by achieving the following objectives: (1) timely completing the Project; and (2) ensuring that this award does not substitute for non-Federal investment in the Project,except as proposed in the Technical Application,as modified by schedule D. ARTICLE 2 USDOT ROLE 2.1 Division of USDOT Responsibilities. (a) The Office of the Secretary of Transportation is responsible for the USDOT's overall administration of the RAISE grant program, the approval of this agreement, and any modifications to this agreement under section 15.1. Page 6 of 30 (b) The Federal Railroad Administration(the"FRA")will administer this agreement on behalf of the USDOT. In this agreement,the"Administering Operating Administration"means the FRA. 2.2 USDOT Program Contacts. FRA Office of Railroad Development Federal Railroad Administration 1200 New Jersey Ave,SE Washington,DC 20590 (202)493-6381 FRA-Grants@dot.gov and OST RAISE Grants Coordinator United States Department of Transportation Office of the Secretary 1200 New Jersey Avenue SE Room W84-227 Washington,DC 20590 (202) 366-8914 RAISEGrants(a,dot.gov ARTICLE 3 RECIPIENT ROLE 3.1 Statements on the Project.The Recipient states that: (1) all material statements of fact in the Technical Application were accurate when that application was submitted; and (2) schedule E documents all material changes in the information contained in that application. 3.2 Statements on Authority and Capacity.The Recipient states that: (1) it has the authority to receive Federal financial assistance under this agreement; (2) it has the legal authority to complete the Project; (3) it has the capacity,including institutional,managerial,and financial capacity,to comply with its obligations under this agreement; Page 7 of 30 (4) not less than the difference between the total eligible project costs listed in section 3 of schedule D and the RAISE Grant Amount listed in section 1 of schedule D is committed to fund the Project; (5) it has sufficient funds available to ensure that infrastructure completed or improved under this agreement will be operated and maintained in compliance with this agreement and applicable Federal law; and (6) the individual executing this agreement on behalf of the Recipient has authority to enter this agreement and make the statements in this article 3 and in section 19.7 on behalf of the Recipient. 3.3 USDOT Reliance.The Recipient acknowledges that: (1) the USDOT relied on statements of fact in the Technical Application to select the Project to receive this award; (2) the USDOT relied on statements of fact in both the Technical Application and this agreement to determine that the Recipient and the Project are eligible under the terms of the NOFO; (3) the USDOT relied on statements of fact in both the Technical Application and this agreement to establish the terms of this agreement; and (4) the USDOT's selection of the Project to receive this award prevented awards under the NOFO to other eligible applicants. 3.4 Project Delivery. (a) The Recipient shall complete the Project under the terms of this agreement. (b) The Recipient shall ensure that the Project is financed, constructed, operated, and maintained in accordance with all Federal laws, regulations, and policies that are applicable to projects of the Administering Operating Administration. 3.5 Rights and Powers Affecting the Project. (a) The Recipient shall not take or permit any action that deprive it of any rights or powers necessary to the Recipient's performance under this agreement without written approval of the USDOT. (b) The Recipient shall act promptly, in a manner acceptable to the USDOT, to acquire, extinguish,or modify any outstanding rights or claims of right of others that would interfere with the Recipient's performance under this agreement. 3.6 Notification of Changes to Key Personnel.The Recipient shall notify all USDOT representatives who are identified in section 5 of schedule A in writing within 30 Page 8 of 30 calendar days of any change in key personnel who are identified in section 4 of schedule A. ARTICLE 4 AWARD AMOUNT,OBLIGATION,AND TIME PERIODS 4.1 Federal Award Amount.The USDOT hereby awards a RAISE Grant to the Recipient in the amount listed in section 1 of schedule D as the RAISE Grant Amount. 4.2 Federal Funding Source. (a) If section 4 of schedule F identifies the Funding Act as"IIJA,"then the RAISE Grant is from RAISE grant program funding that was appropriated in division J of the Infrastructure Investment and Jobs Act, Pub. L.No. 117-58 (Nov. 15, 2021). (b) If section 4 of schedule F identifies the Funding Act as"FY2022,"then the RAISE Grant is from RAISE grant program funding that was appropriated in the Consolidated Appropriations Act,2022,Pub. L.No. 117-103 (Mar. 15,2022). (c) If section 4 of schedule F contains a table that lists separate amounts for"IIJA"and "FY2022,"then the amount listed for"IIJA"is from RAISE grant program funding that was appropriated in division J of the Infrastructure Investment and Jobs Act,Pub. L.No. 117-58 (Nov. 15, 2021) and the amount listed for"FY2022"is from RAISE grant program funding that was appropriated in the Consolidated Appropriations Act, 2022, Pub. L.No. 117-103 (Mar. 15, 2022). 4.3 Federal Obligations.This agreement obligates for the budget period the amount listed in section 1 of schedule D as the RAISE Grant Amount. 4.4 Budget Period.The budget period for this award begins on the date of this agreement and ends on the budget period end date that is listed as the"Federal Funding Period"in ¶5 on the agreement cover sheet. In this agreement,"budget period"is used as defined at 2 C.F.R. 200.1. 4.5 Period of Performance.The period of performance for this award is listed as the "Project Performance Period"in¶4 on the agreement cover sheet.In this agreement, "period of performance"is used as defined at 2 C.F.R. 200.1. ARTICLE 5 STATEMENT OF WORK,SCHEDULE,AND BUDGET CHANGES 5.1 Notification Requirement.The Recipient shall notify all USDOT representatives who are identified in section 5 of schedule A in writing within 30 calendar days of any change in circumstances or commitments that adversely affect the Recipient's plan to complete Page 9 of 30 the Project.In that notification,the Recipient shall describe the change and what actions the Recipient has taken or plans to take to ensure completion of the Project. This notification requirement under this section 5.1 is separate from any requirements under this article 5 that the Recipient request modification of this agreement. 5.2 Scope and Statement of Work Changes.If the Project's activities differ from the activities described in schedule B,then the Recipient shall request a modification of this agreement to update schedule B. 5.3 Schedule Changes.If one or more of the following conditions are satisfied,then the Recipient shall request a modification of this agreement to update schedule C: (1) a completion date for the Project or a component of the Project is listed in section 2 of schedule C and the Recipient's estimate for that milestone changes to a date that is more than six months after the date listed in section 2 of schedule C; (2) a schedule change would require the budget period to continue after the end of the budget period defined in section 4.4; or (3) a schedule change would require the period of performance to continue after the end of the period of performance defined in section 4.5. For other schedule changes,the Recipient shall follow the applicable procedures of the Administering Operating Administration and document the changes in writing. 5.4 Budget Changes. (a) The Recipient acknowledges that if the cost of completing the Project increases: (1) that increase does not affect the Recipient's obligation under this agreement to complete the Project; and (2) the USDOT will not increase the amount of this award to address any funding shortfall. (b) The Recipient shall request a modification of this agreement to update schedule D if,in comparing the Project's budget to the amounts listed in the "Project Budget by Source" table in section 3 of schedule D: (1) the"Non-Federal Funds"project contribution amount decreases;or (2) the total eligible project costs amount decreases. (c) For budget changes that are not identified in section 5.4(b),the Recipient shall follow the applicable procedures of the Administering Operating Administration and document the changes in writing. Page 10 of 30 (d) If there are Project Cost Savings,then the Recipient may propose to the USDOT, in writing consistent with the Administering Operating Administration's requirements,to include in the Project specific additional activities that are within the scope of this award, as defined in section 1.1 and schedule B,and that the Recipient could complete with the Project Cost Savings. In this agreement,"Project Cost Savings"means the difference between the actual eligible project costs and the total eligible project costs that are listed in the"Project Budget by Source"table in section 3 of schedule D,but only if the actual eligible project costs are less than the total eligible project costs that are listed in the "Project Budget by Source"table in section 3 of schedule D. There are no Project Cost Savings if the actual eligible project costs are equal to or greater than the total eligible project costs that are listed in the"Project Budget by Source"table in section 3 of schedule D. (e) If there are Project Cost Savings and either the Recipient does not make a proposal under section 5.4(d) or the USDOT does not accept the Recipient's proposal under section 5.4(d), then: (1) in a request under section 5.4(b),the Recipient shall reduce the Federal Share by the Project Cost Savings; and (2) if that modification reduces this award and the USDOT had reimbursed costs exceeding the revised award,the Recipient shall refund to the USDOT the difference between the reimbursed costs and the revised award. In this agreement,"Federal Share"means the sum of the total"RAISE Funds"and "Other Federal Funds"amounts that are listed in section 3 of schedule D. (f) The Recipient acknowledges that amounts that are required to be refunded under section 5.4(e)(2) constitute a debt to the Federal Government that the USDOT may collect under 2 C.F.R. 200.346 and the Standards for Administrative Collection of Claims(31 C.F.R. part 901—). 5.5 USDOT Acceptance of Changes.The USDOT may accept or reject modifications requested under this article 5, and in doing so may elect to consider only the interests of the RAISE grant program and the USDOT.The Recipient acknowledges that requesting a modification under this article 5 does not amend,modify, or supplement this agreement unless the USDOT accepts that modification request and the parties modify this agreement under section 15.1. ARTICLE 6 GENERAL REPORTING TERMS 6.1 Report Submission.The Recipient shall send all reports required by this agreement to all USDOT contacts who are listed in section 5 of schedule A and all USDOT contacts who are listed in section 2.2. Page 11 of 30 6.2 Alternative Reporting Methods. The Administering Operating Administration may establish processes for the Recipient to submit reports required by this agreement, including electronic submission processes. If the Recipient is notified of those processes in writing,the Recipient shall use the processes required by the Administering Operating Administration. 6.3 Paperwork Reduction Act Notice.Under 5 C.F.R. 1320.6,the Recipient is not required to respond to a collection of information that does not display a currently valid control number issued by the Office of Management and Budget(the "OMB"). Collections of information conducted under this agreement are approved under OMB Control No.2105- 0563. ARTICLE 7 PROGRESS AND FINANCIAL REPORTING 7.1 Quarterly Project Progress Reports and Recertifications. (a) On or before the 30th day of the first month of each calendar year quarter and until the end of the period of performance, the Recipient shall submit to the USDOT a Quarterly Project Progress Report and Recertification that contains, for the previous quarter: (1) a complete FRA Form 341; (2) a certification that the Recipient is in compliance with 2 C.F.R.200.303 (Internal Controls)and 2 C.F.R. Part 200, Subpart F (Audit Requirements); and (3) the certification required under 2 C.F.R. 200.415(a). If the date of this agreement is in the final month of a calendar year quarter,then the Recipient shall submit the first Quarterly Project Progress Report and Recertification in the second calendar year quarter that begins after the date of this agreement. (b) On or before the 30th day of the first month of each calendar year quarter and until the end of the period of performance,the Recipient shall submit to the USDOT through GrantSolutions a Federal Financial Report(SF-425)covering the previous calendar year quarter. 7.2 Final Progress Reports and Financial Information.No later than 120 days after the end of the period of performance, the Recipient shall submit (1) a final Quarterly Project Progress Report and Recertification in the format and with the content described in section 7.1(a) for each Quarterly Project Progress Report and Recertification; ' FRA Form 34 is available at https://railroads.dot.aov/grant-administration/reportina-requirements/fra-reports Page 12 of 30 (2) a final SF-425 through GrantSolutions; (3) a Final Performance Report FRA Form 33 as provided by FRA2; and (4) any other information required under the Administering Operating Administration's award closeout procedures. ARTICLE 8 PERFORMANCE REPORTING 8.1 Baseline Performance Measurement.If the Capital-Planning Designation in section 2 of schedule F is "Capital,"then: (1) the Recipient shall collect data for each performance measure that is identified in the Performance Measure Table in schedule G, accurate as of the Baseline Measurement Date that is identified in schedule G; and (2) on or before the Baseline Report Date that is stated in schedule G,the Recipient shall submit a Baseline Performance Measurement Report that contains the data collected under this section 8.1 and a detailed description of the data sources, assumptions,variability,and estimated levels of precision for each performance measure that is identified in the Performance Measure Table in schedule G. 8.2 Post-construction Performance Measurement.If the Capital-Planning Designation in section 2 of schedule F is"Capital,"then (1) for each performance measure that is identified in the Performance Measure Table in schedule G with quarterly measurement frequency, for each of 12 consecutive calendar quarters,beginning with the first calendar quarter that begins after the Project substantial completion date, at least once during the quarter,the Recipient shall collect data for that performance measure; (2) for each performance measure that is identified in the Performance Measure Table in schedule G with annual measurement frequency,the Recipient shall collect data for that performance measure on at least three separate occasions: (i)once during the four consecutive calendar quarters that begin after the Project substantial completion date; (ii)once during the fourth calendar quarter after the first collection; and(iii)once during the eighth calendar quarter after the first collection; and (3) not later than January 31 of each year that follows a calendar year during which data was collected under this section 8.2,the Recipient shall submit to the USDOT a Post-construction Performance Measurement Report containing the 2 FRA Form 33 is available at https://railroads.dot.gov/grant-administration/reporting-requirements/fra-reports Page 13 of 30 data collected under this section 8.2 in the previous calendar year and stating the dates when the data was collected. If an external factor significantly affects the value of a performance measure collected under this section 8.2,then the Recipient shall identify that external factor in the Post- construction Performance Measurement Report and discuss its influence on the performance measure. 8.3 Project Outcomes Report.If the Capital-Planning Designation in section 2 of schedule F is"Capital,"then the Recipient shall submit to the USDOT,not later than January 31 of the year that follows the final calendar year during which data was collected under section 8.2, a Project Outcomes Report that contains: (1) a narrative discussion detailing project successes and the influence of external factors on project expectations; (2) all baseline and post-construction performance measurement data that the Recipient reported in the Baseline Performance Measurement Report and the Post-construction Performance Measurement Reports; and (3) an ex post examination of project effectiveness relative to the baseline data that the Recipient reported in the Baseline Performance Measurement Report. ARTICLE 9 NONCOMPLIANCE AND REMEDIES 9.1 Noncompliance Determinations. (a) If the USDOT determines that the Recipient may have failed to comply with the United States Constitution,Federal law, or the terms and conditions of this agreement,the USDOT may notify the Recipient of a proposed determination of noncompliance. For the notice to be effective, it must be written and the USDOT must include an explanation of the nature of the noncompliance, describe a remedy, state whether that remedy is proposed or effective at an already determined date,and describe the process through and form in which the Recipient may respond to the notice. (b) If the USDOT notifies the Recipient of a proposed determination of noncompliance under section 9.1(a),the Recipient may,not later than 7 calendar days after the notice,respond to that notice in the form and through the process described in that notice. In its response, the Recipient may: (1) accept the remedy; (2) acknowledge the noncompliance,but propose an alternative remedy; or (3) dispute the noncompliance. Page 14 of 30 To dispute the noncompliance,the Recipient must include in its response documentation or other information supporting the Recipient's compliance. (c) The USDOT may make a final determination of noncompliance only: (1) after considering the Recipient's response under section 9.1(b); or (2) if the Recipient fails to respond under section 9.1(b),after the time for that response has passed. (d) To make a final determination of noncompliance,the USDOT must provide a notice to the Recipient that states the bases for that determination. 9.2 Remedies. (a) If the USDOT makes a final determination of noncompliance under section 9.1,the USDOT may impose a remedy, including: (1) additional conditions on the award; (2) any remedy permitted under 2 C.F.R.200.339-200.340,including withholding of payments; disallowance of previously reimbursed costs,requiring refunds from the Recipient to the USDOT; suspension or termination of the award; or suspension and disbarment under 2 C.F.R.part 180; or (3) any other remedy legally available. (b) To impose a remedy,the USDOT must provide a written notice to the Recipient that describes the remedy,but the USDOT may make the remedy effective before the Recipient receives that notice. (c) If the USDOT determines that it is in the public interest,the USDOT may impose a remedy,including all remedies described in section 9.2(a),before making a final determination of noncompliance under section 9.1.If it does so,then the notice provided under section 9.1(d)must also state whether the remedy imposed will continue,be rescinded, or modified. (d) In imposing a remedy under this section 9.2 or making a public interest determination under section 9.2(c),the USDOT may elect to consider the interests of only the USDOT. (e) The Recipient acknowledges that amounts that the USDOT requires the Recipient to refund to the USDOT due to a remedy under this section 9.2 constitute a debt to the Federal Government that the USDOT may collect under 2 C.F.R. 200.346 and the Standards for Administrative Collection of Claims (31 C.F.R.parts 901). 9.3 Other Oversight Entities.Nothing in this article 9 limits any party's authority to report activity under this agreement to the United States Department of Transportation Inspector General or other appropriate oversight entities. Page 15 of 30 ARTICLE 10 AGREEMENT TERMINATION 10.1 USDOT Termination. (a) The USDOT may terminate this agreement and all of its obligations under this agreement if any of the following occurs: (1) the Recipient fails to obtain or provide any non-RAISE Grant contribution or alternatives approved by the USDOT as provided in this agreement and consistent with schedule D; (2) a completion date for the Project or a component of the Project is listed in section 2 of schedule C and the Recipient fails to meet that milestone by six months after the date listed in section 2 of schedule C; (3) the Recipient fails to meet a milestone listed in section 3 of schedule C by the deadline date listed in that section for that milestone; (4) the Recipient fails to comply with the terms and conditions of this agreement, including a material failure to comply with the project schedule in schedule C even if it is beyond the reasonable control of the Recipient; (5) circumstances cause changes to the Project that the USDOT determines are inconsistent with the USDOT's basis for selecting the Project to receive a RAISE Grant; or (6) the USDOT determines that termination of this agreement is in the public interest. (b) In terminating this agreement under this section,the USDOT may elect to consider only the interests of the USDOT. (c) This section 10.1 does not limit the USDOT's ability to terminate this agreement as a remedy under section 9.2. (d) The Recipient may request that the USDOT terminate the agreement under this section 10.1. 10.2 Closeout Termination. (a) This agreement terminates on Project Closeout. (b) In this agreement, "Project Closeout"means the date that the USDOT notifies the Recipient that the award is closed out.Under 2 C.F.R.200.344,Project Closeout should occur no later than one year after the end of the period of performance. 10.3 Post-Termination Adjustments.The Recipient acknowledges that under 2 C.F.R. 200.345-200.346,termination of the agreement does not extinguish the USDOT's Page 16 of 30 authority to disallow costs,including costs that the USDOT reimbursed before termination, and recover funds from the Recipient. 10.4 Non-Terminating Events. (a) The end of the budget period described under section 4.4 does not terminate this agreement or the Recipient's obligations under this agreement. (b) The end of the period of performance described under section 4.5 does not terminate this agreement or the Recipient's obligations under this agreement. (c) The cancellation of funds under section 14.2 does not terminate this agreement or the Recipient's obligations under this agreement. 10.5 Other Remedies. The termination authority under this article 10 supplements and does not limit the USDOT's remedial authority under article 9 or 2 C.F.R.part 200, including 2 C.F.R. 200.339-200.340. ARTICLE 11 MONITORING,FINANCIAL MANAGEMENT,CONTROLS,AND RECORDS 11.1 Recipient Monitoring and Record Retention. (a) The Recipient shall monitor activities under this award,including activities under subawards and contracts,to ensure: (1) that those activities comply with this agreement; and (2) that funds provided under this award are not expended on costs that are not allowable under this award or not allocable to this award. (b)If the Recipient makes a subaward under this award,the Recipient shall monitor the activities of the subrecipient in compliance with 2 C.F.R. 200.332(e). (c) The Recipient shall retain records relevant to the award as required under 2 C.F.R. 200.334. 11.2 Financial Records and Audits. (a) The Recipient shall keep all project accounts and records that fully disclose the amount and disposition by the Recipient of the award funds,the total cost of the Project, and the amount or nature of that portion of the cost of the Project supplied by other sources, and any other financial records related to the project. (b) The Recipient shall keep accounts and records described under section 11.2(a) in accordance with a financial management system that meets the requirements of 2 C.F.R. Page 17 of 30 200.302-200.307 and 2 C.F.R.200 subpart F and will facilitate an effective audit in accordance with 31 U.S.C. 7501-7506. (c) The Recipient shall separately identify expenditures under the fiscal year 2022 RAISE grants program in financial records required for audits under 31 U.S.C. 7501-7506. Specifically,the Recipient shall: (1) list expenditures under that program separately on the schedule of expenditures of Federal awards required under 2 C.F.R. 200 subpart F, including"FY 2022"in the program name; and (2) list expenditures under that program on a separate row under Part II,Item 1 ("Federal Awards Expended During Fiscal Period")of Form SF-SAC,including "FY 2022"in column c("Additional Award Identification"). 11.3 Internal Controls.The Recipient shall establish and maintain internal controls as required under 2 C.F.R. 200.303. 11.4 USDOT Record Access.The USDOT may access Recipient records related to this award under 2 C.F.R. 200.337. ARTICLE 12 CONTRACTING AND SUBAWARDS 12.1 Minimum Wage Rates.The Recipient shall include,in all contracts in excess of$2,000 for work on the Project that involves labor,provisions establishing minimum rates of wages, to be predetermined by the United States Secretary of Labor, in accordance with the Davis-Bacon Act, 40 U.S.C. 3141-3148, or 23 U.S.C. 113, as applicable, that contractors shall pay to skilled and unskilled labor, and such minimum rates shall be stated in the invitation for bids and shall be included in proposals or bids for the work. 12.2 Buy America. (a) Steel,iron,and manufactured goods used in the Project are subject to 49 U.S.C. 22905(a), as implemented by the Federal Railroad Administration, as if this award were to carry out chapter 229 of title 49, United States Code. The Recipient acknowledges that this agreement is neither a waiver of 49 U.S.C. 22905(a)(1)nor a finding under 49 U.S.C. 22905(a)(2). (b) Construction materials used in the Project are subject to the domestic preference requirement at§ 70914 of the Build America,Buy America Act,Pub. L.No. 117-58,div. G,tit. IX, subtit. A, 135 Stat. 429, 1298 (2021), as implemented by OMB,USDOT, and FRA. The Recipient acknowledges that this agreement is neither a waiver of§ 70914(a) nor a finding under§ 70914(b). Page 18 of 30 (c) Under 2 C.F.R. 200.322, as appropriate and to the extent consistent with law,the Recipient should,to the greatest extent practicable under this award,provide a preference for the purchase, acquisition, or use of goods,products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). The Recipient shall include the requirements of 2 C.F.R. 200.322 in all subawards including all contracts and purchase orders for work or products under this award. 12.3 Small and Disadvantaged Business Requirements. The Recipient shall expend all other funds under this award in compliance with the requirements at 2 C.F.R. 200.321 ("Contracting with small businesses,minority businesses,women's business enterprises,veteran-owned businesses, and labor surplus area firms"),and to the extent applicable,49 C.F.R.part 26("Participation by disadvantaged business enterprises in Department of Transportation financial assistance programs"). 12.4 Engineering and Design Services. [Reserved] 12.5 Foreign Market Restrictions. The Recipient shall not allow funds provided under this award to be used to fund the use of any product or service of a foreign country during the period in which such foreign country is listed by the United States Trade Representative as denying fair and equitable market opportunities for products and suppliers of the United States in procurement and construction. 12.6 Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment.The Recipient acknowledges that Section 889 of Pub. L.No. 115-232 and 2 C.F.R.200.216 prohibit the Recipient and all subrecipients from procuring or obtaining certain telecommunications and video surveillance services or equipment under this award. 12.7 Pass-through Entity Responsibilities.If the Recipient makes a subaward under this award,the Recipient shall comply with the requirements on pass-through entities under 2 C.F.R.parts 200 and 1201,including 2 C.F.R. 200.331-200.333. 12.8 Subaward and Contract Authorization. [Reserved] ARTICLE 13 COSTS, PAYMENTS,AND UNEXPENDED FUNDS 13.1 Limitation of Federal Award Amount. Under this award, the USDOT shall not provide funding greater than the amount obligated under section 4.3. The Recipient acknowledges that the USDOT is not liable for payments exceeding that amount, and the Recipient shall not request reimbursement of costs exceeding that amount. 13.2 Projects Costs.This award is subject to the cost principles at 2 C.F.R. 200 subpart E, including provisions on determining allocable costs and determining allowable costs. Page 19 of 30 13.3 Timing of Project Costs. (a) The Recipient shall not charge to this award costs that are incurred after the budget period. (b) The Recipient shall not charge to this award costs that were incurred before the date of this agreement unless those costs are identified in section 5 of schedule D and would have been allowable if incurred during the budget period. This limitation applies to pre- award costs under 2 C.F.R. 200.458. This agreement hereby terminates and supersedes any previous USDOT approval for the Recipient to incur costs under this award for the Project. Section 5 of schedule D is the exclusive USDOT approval of costs incurred before the date of this agreement. 13.4 Recipient Recovery of Federal Funds.The Recipient shall make all reasonable efforts, including initiating litigation,if necessary,to recover Federal funds if the USDOT determines, after consultation with the Recipient,that those funds have been spent fraudulently,wastefully, or in violation of Federal laws, or misused in any manner under this award. The Recipient shall not enter a settlement or other final position, in court or otherwise,involving the recovery of funds under the award unless approved in advance in writing by the USDOT. 13.5 Unexpended Federal Funds.Any Federal funds that are awarded at section 4.1 but not expended on allocable, allowable costs remain the property of the United States. 13.6 Timing of Payments to the Recipient. (a) Reimbursement is the payment method for the RAISE grant program. (b) The Recipient shall not request reimbursement of a cost before the Recipient has entered into an obligation for that cost. 13.7 Payment Method. (a) If the USDOT Payment System identified in section 6 of schedule A is"DELPHI elnvoicing,"then the Recipient shall use the DELPHI elnvoicing System (https://www.dot.gov/cfo/delphi-einvoicing-system.html)to request reimbursement under this award. If the Recipient requires access to that system,the Recipient shall contact the USDOT contact listed in section 5 of schedule A. (b) The USDOT may deny a payment request that is not submitted using the method identified in this section 13.7. 13.8 Information Supporting Expenditures. (a) If the USDOT Payment System identified in section 6 of schedule A is"Delphi elnvoicing System,"then when requesting reimbursement of costs incurred or credit for cost share incurred,the Recipient shall electronically submit the SF 270 (Request for Advance or Reimbursement)and shall submit supporting cost detail to document clearly Page 20 of 30 all costs incurred. As supporting cost detail,the Recipient shall include a detailed breakout of all costs incurred by task and by Federal and Non-Federal funds. The Recipient shall classify all costs by task described in section 2 of schedule B and by Federal and non-Federal shares. (b) If the Recipient submits a request for reimbursement that the USDOT determines does not include or is not supported by sufficient detail,the USDOT may deny the request or withhold processing the request until the Recipient provides sufficient detail. 13.9 Reimbursement Request Timing Frequency.If the USDOT Payment System identified in section 6 of schedule A is "DELPHI eInvoicing,"the Recipient shall request reimbursement as needed to maintain cash flow sufficient to timely complete the Project. The Recipient shall not submit any single payment request exceeding$99,999,999.99. The Recipient shall not submit a payment request exceeding$50,000,000.00 unless the Recipient notifies the USDOT 5 days before submitting the request. ARTICLE 14 LIQUIDATION,ADJUSTMENTS,AND FUNDS AVAILABILITY 14.1 Liquidation of Recipient Obligations. (a) The Recipient shall liquidate all obligations of award funds under this agreement not later than the earlier of(1) 120 days after the end of the period of performance or(2)the statutory funds cancellation date identified in section 14.2. (b) Liquidation of obligations and adjustment of costs under this agreement follow the requirements of 2 C.F.R. 200.344-200.346. 14.2 Funds Cancellation. (a) RAISE grant program funding that was appropriated in division J of the Infrastructure Investment and Jobs Act,Pub.L.No. 117-58 (Nov. 15,2021),is canceled by statute after September 30,2031, and then unavailable for any purpose,including adjustments. (b) RAISE grant program funding that was appropriated in the Consolidated Appropriations Act,2022, Pub. L.No. 117-103 (Mar. 15,2022)remains available until expended. (c) Section 4.2 identifies the specific source or sources of funding for this award. ARTICLE 15 AGREEMENT MODIFICATIONS 15.1 Bilateral Modifications.The parties may amend,modify,or supplement this agreement by mutual agreement in writing signed by the USDOT and the Recipient. Either party Page 21 of 30 may request to amend,modify,or supplement this agreement by written notice to the other party. 15.2 Unilateral Contact Modifications. (a) The Recipient may update the contacts who are listed in section 3 of schedule A by written notice to all of the USDOT contacts who are listed in section 5 of schedule A and section 2.2. (b) The USDOT may update the contacts who are listed in section 5 of schedule A and section 2.2 by written notice to all of the Recipient contacts who are listed in section 3 of schedule A. 15.3 USDOT Unilateral Modifications. (a) The USDOT may unilaterally modify this agreement to comply with Federal law, including the Program Statute. (b) To unilaterally modify this agreement under this section 15.3,the USDOT must provide a notice to the Recipient that includes a description of the modification and state the date that the modification is effective. 15.4 Other Modifications.The parties shall not amend,modify,or supplement this agreement except as permitted under sections 15.1, 15.2, or 15.3. If an amendment, modification, or supplement is not permitted under section 15.1,not permitted under section 15.2, and not permitted under section 15.3, it is void. ARTICLE 16 CLIMATE CHANGE AND ENVIRONMENTAL JUSTICE 16.1 Climate Change and Environmental Justice.Consistent with Executive Order 14008, "Tackling the Climate Crisis at Home and Abroad"(Jan. 27,2021), schedule H documents the consideration of climate change and environmental justice impacts of the Project. ARTICLE 17 RACIAL EQUITY AND BARRIERS TO OPPORTUNITY 17.1 Racial Equity and Barriers to Opportunity.Consistent with Executive Order 13985, "Advancing Racial Equity and Support for Underserved Communities Through the Federal Government"(Jan. 20,2021), schedule I documents activities related to the Project to improve racial equity and reduce barriers to opportunity. Page 22 of 30 ARTICLE 18 LABOR AND WORK 18.1 Labor and Work.Consistent with Executive Order 14025,"Worker Organizing and Empowerment"(Apr.26,2021),and Executive Order 14052,"Implementation of the Infrastructure Investment and Jobs Act" (Nov. 15,2021), schedule J documents the consideration of job quality and labor rights, standards, and protections related to the Project. ARTICLE 19 FEDERAL FINANCIAL ASSISTANCE,ADMINISTRATIVE,AND NATIONAL POLICY REQUIREMENTS 19.1 Uniform Administrative Requirements for Federal Awards.The Recipient will comply,and will ensure that other entities receiving funding under this agreement will comply,with the obligations on non-Federal entities under 2 C.F.R.parts 200 and 1201,regardless of whether the other entity receiving funding under this agreement is a non-Federal entity as defined in 2 C.F.R. § 200.1, except that subpart F of part 200 does not apply if the Subrecipient is a for-profit entity. 19.2 Federal Law and Public Policy Requirements. (a) The Recipient shall ensure that Federal funding is expended in full accordance with the United States Constitution,Federal law, and statutory and public policy requirements: including but not limited to,those protecting free speech,religious liberty,public welfare, the environment, and prohibiting discrimination. (b) The failure of this agreement to expressly identify Federal law applicable to the Recipient or activities under this agreement does not make that law inapplicable. 19.3 Federal Freedom of Information Act. (a) The USDOT is subject to the Freedom of Information Act, 5 U.S.C. 552. (b) The Recipient acknowledges that the Technical Application and materials submitted to the USDOT by the Recipient related to this agreement may become USDOT records subject to public release under 5 U.S.C. 552. 19.4 History of Performance.Under 2 C.F.R 200.206, any Federal agency may consider the Recipient's performance under this agreement,when evaluating the risks of making a future Federal financial assistance award to the Recipient. 19.5 Whistleblower Protection. (a) The Recipient acknowledges that it is a"grantee"within the scope of 41 U.S.C. 4712, which prohibits the Recipient from taking certain actions against an employee for certain disclosures of information that the employee reasonably believes are evidence of gross Page 23 of 30 mismanagement of this award,gross waste of Federal funds,or a violation of Federal law related this this award. (b) The Recipient shall inform its employees in writing of the rights and remedies provided under 41 U.S.C. 4712, in the predominant native language of the workforce. 19.6 External Award Terms and Obligations. (a) In addition to this document and the contents described in article 24,this agreement includes the following additional terms as integral parts: (1) Appendix A to 2 C.F.R.part 25: System for Award Management and Universal Identifier Requirements; (2) Appendix A to 2 C.F.R.part 170: Reporting Subawards and Executive Compensation; (3) 2 C.F.R.part 175: Award Term for Trafficking in Persons; and (4) Appendix XII to 2 C.F.R.part 200: Award Term and Condition for Recipient Integrity and Performance Matters. (b) The Recipient shall comply with: (1) 49 C.F.R. part 20:New Restrictions on Lobbying; (2) 49 C.F.R. part 21: Nondiscrimination in Federally-Assisted Programs of the Department of Transportation—Effectuation of Title VI of the Civil Rights Act of 1964; (3) 49 C.F.R.part 27:Nondiscrimination on the Basis of Disability in Programs or Activities Receiving Federal Financial Assistance; and (4) Subpart B of 49 C.F.R.part 32: Govemmentwide Requirements for Drug-free Workplace(Financial Assistance). 19.7 Incorporated Certifications.The Recipient makes the statements in the following certifications,which are incorporated by reference: (1) Appendix A to 49 CFR part 20(Certification Regarding Lobbying). ARTICLE 20 ASSIGNMENT 20.1 Assignment Prohibited.The Recipient shall not transfer to any other entity any discretion granted under this agreement, any right to satisfy a condition under this agreement,any remedy under this agreement,or any obligation imposed under this agreement. Page 24 of 30 ARTICLE 21 WAIVER 21.1 Waivers. (a) A waiver of a term of this agreement granted by the USDOT will not be effective unless it is in writing and signed by an authorized representative of the USDOT. (b) A waiver of a term of this agreement granted by the USDOT on one occasion will not operate as a waiver on other occasions. (c) If the USDOT fails to require strict performance of a term of this agreement, fails to exercise a remedy for a breach of this agreement, or fails to reject a payment during a breach of this agreement,that failure does not constitute a waiver of that term or breach. ARTICLE 22 ADDITIONAL TERMS AND CONDITIONS 22.1 Effect of Urban or Rural Designation.Based on information that the Recipient provided to the USDOT, including the Technical Application, section 1 of schedule F designates this award as an urban award or a rural award,as defined in the NOFO. The Recipient shall comply with the requirements that accompany that designation on minimum award size, geographic location, and cost sharing. 22.2 Effect of Historically Disadvantaged Community or Area of Persistent Poverty Designation.If section 3 of schedule F lists"Yes"for the"HDC or APP Designation," then based on information that the Recipient provided to the USDOT, including the Technical Application,the USDOT determined that the Project will be carried out in a historically disadvantaged community or an area of persistent poverty,as defined in the NOFO.The Recipient shall incur a majority of the costs under this award in historically disadvantaged communities or areas of persistent poverty. 22.3 Disclaimer of Federal Liability.The USDOT shall not be responsible or liable for any damage to property or any injury to persons that may arise from, or be incident to, performance or compliance with this agreement. 22.4 Relocation and Real Property Acquisition. (a) To the greatest extent practicable under State law, the Recipient shall comply with the land acquisition policies in 49 C.F.R. 24 subpart B and shall pay or reimburse property owners for necessary expenses as specified in that subpart. (b) The Recipient shall provide a relocation assistance program offering the services described in 49 C.F.R.24 subpart C and shall provide reasonable relocation payments and assistance to displaced persons as required in 49 C.F.R. 24 subparts D—E. Page 25 of 30 (c) The Recipient shall make available to displaced persons comparable replacement dwellings in accordance with 49 C.F.R. 24. 22.5 Equipment Disposition. (a) In accordance with 2 C.F.R. 200.313 and 1201.313, if the Recipient or a subrecipient acquires equipment under this award,then when that equipment is no longer needed for the Project: (1) if the entity that acquired the equipment is a State the State shall dispose of that equipment in accordance with State laws and procedures; and (2) if the entity that acquired the equipment is an Indian Tribe,the Indian Tribe shall dispose of that equipment in accordance with tribal laws and procedures. If such laws and procedures do not exist,Indian Tribes must follow the guidance in 2 C.F.R. 200.313; and (3) if the entity that acquired the equipment is neither a State nor an Indian Tribe, that entity shall request disposition instructions from the Administering Operating Administration. (b) In accordance with 2 C.F.R. 200.443(d),the distribution of the proceeds from the disposition of equipment must be made in accordance with 2 C.F.R.200.310-200.316 and 2 C.F.R. 1201.313. (c) The Recipient shall ensure compliance with this section 22.5 for all tiers of subawards under this award. 22.6 Environmental Review. (a) In this section,"Environmental Review Entity"means: (1) if the Project is located in a State that has assumed responsibilities for environmental review activities as may be authorized by law,including under 23 U.S.C. 327,and the Project is within the scope of the assumed responsibilities,the State; and (2) for all other cases,the FRA. (b) Except as authorized under section 22.6(c),the Recipient shall not begin final design; acquire real property,construction materials,or equipment;begin construction;or take other actions that represent an irretrievable commitment of resources for the Project unless and until: (1) the Environmental Review Entity complies with the National Environmental Policy Act,42 U.S.C.4321 to 4370m-12,and any other applicable environmental laws and regulations; and (2) if the Environmental Review Entity is not the Recipient,the Environmental Page 26 of 30 Review Entity provides the Recipient with written notice that the environmental review process is complete. (c) If the Recipient is purchasing railroad components or materials that can be used for other projects or resold,then the Recipient shall comply with 23 C.F.R. 771.113(d)(4). (d) The Recipient acknowledges that: (1) the Environmental Review Entity's actions under section 22.6(a) depend on the Recipient conducting necessary environmental analyses and submitting necessary documents to the Environmental Review Entity; and (2) applicable environmental statutes and regulation may require the Recipient to prepare and submit documents to other Federal, State, and local agencies. (e) Consistent with 23 C.F.R. 771.105(a),to the extent practicable and consistent with Federal law,the Recipient shall coordinate all environmental investigations,reviews,and consultations as a single process. (f) The activities described in schedule B and other information described in this agreement may inform environmental decision-making processes,but the parties do not intend this agreement to document the alternatives under consideration under those processes. If a build alternative is selected that does not align with schedule B or other information in this agreement,then: (1) the parties may amend this agreement under section 15.1 for consistency with the selected build alternative; or (2) if the USDOT determines that the condition at section 10.1(a)(5)is satisfied,the USDOT may terminate this agreement under section 10.1(a)(5). (g) The Recipient shall complete any mitigation activities described in the environmental document or documents for the Project, including the terms and conditions contained in the required permits and authorizations for the Project. Section 3 of schedule B identifies documents describing mitigation activities,but the absence of a document from that section does not relieve the Recipient of any compliance obligations. 22.7 Project Maintenance Requirement. The Recipient shall ensure that the Project Property is maintained in good operating order and in accordance with 2 C.F.R. 200.310- 200.316, 1201.313 and any guidelines, directives, or regulations that the USDOT, including FRA,may issue. ARTICLE 23 MANDATORY AWARD INFORMATION 23.1 Information Contained in a Federal Award.For 2 C.F.R. 200.211: (1) the"Federal Award Date"is the date of this agreement, as defined under section 25.2; Page 27 of 30 (2) the"Assistance Listings Number"is 20.933 and the"Assistance Listings Title"is "National Infrastructure Investments"; and (3) this award is not for research and development. 23.2 Federal Award Identification Number.The Federal Award Identification Number is listed in¶2 on the agreement cover sheet as the"Agreement Number." 23.3 Recipient's Unique Entity Identifier.The Recipient's Unique Entity Identifier,as defined at 2 C.F.R. 25.400, is listed in¶ 1B on the agreement cover sheet. ARTICLE 24 CONSTRUCTION AND DEFINITIONS 24.1 Schedules.This agreement includes the following schedules as integral parts: Schedule A Administrative Information Schedule B Project Activities Schedule C Award Dates and Project Schedule Schedule D Award and Project Financial Information Schedule E Changes from Application Schedule F RAISE Program Designations Schedule G RAISE Performance Measurement Information Schedule H Climate Change and Environmental Justice Impacts Schedule I Racial Equity and Barriers to Opportunity Schedule J Labor and Work 24.2 Exhibits.The following exhibits,which are located in the document titled"Exhibits to FRA Grant Agreements Under the Fiscal Year 2022 RAISE Grant Program,"dated March 1, 2023, and available at https://www.transportation.gov/policy- initiatives/raise/raise-grant-agreements, are part of this agreement. Exhibit A Applicable Federal Laws and Regulations Exhibit B Additional Standard Terms Exhibit C Quarterly Project Progress Reports and Recertifications:Format and Content 24.3 Construction. (a) In these General Terms and Conditions: (1) unless expressly specified,a reference to a section or article refers to that section or article in these General Terms and Conditions; (2) a reference to a section or other subdivision of a schedule listed in section 24.1 will expressly identify the relevant schedule; and Page 28 of 30 (3) there are no references to articles or sections in project-specific portions of the agreement that are not contained in schedules listed in section 24.1. (b) If a provision in these General Terms and Conditions or the exhibits conflicts with a provision in the project-specific portion of the agreement,then the project-specific portion of the agreement prevails.If a provision in the exhibits conflicts with a provision in these General Terms and Conditions,then the provision in these General Terms and Conditions prevails. 24.4 Integration.This agreement constitutes the entire agreement of the parties relating to the RAISE grant program and awards under that program and supersedes any previous agreements, oral or written,relating to the RAISE grant program and awards under that program. 24.5 Definitions.In this agreement,the following definitions apply: "General Terms and Conditions"means this document,including articles 1-25. "Program Statute"means the collective statutory text: (1) at 49 U.S.C. 6702; (2) under the heading"Department of Transportation—Office of the Secretary— National Infrastructure Investments"in title VIII of division J of the Infrastructure Investment and Jobs Act, Pub. L.No. 117-58 (Nov. 15,2021), and all other provisions of that act that apply to amounts appropriated under that heading; and (3) under the heading"Department of Transportation—Office of the Secretary— National Infrastructure Investments"in title I of division L of the Consolidated Appropriations Act, 2022 Pub. L.No. 117-103 (Mar. 15, 2022), and all other provisions of that act that apply to amounts appropriated under that heading. "Project"means the project proposed in the Technical Application, as modified by the negotiated provisions of this agreement, including schedules A—J. "RAISE Grant"means an award of funds that were made available under the NOFO. "Technical Application"means the application identified in section 1 of schedule A, including Standard Form 424 and all information and attachments submitted with that form through Grants.gov. ARTICLE 25 AGREEMENT EXECUTION AND EFFECTIVE DATE 25.1 Counterparts. This agreement may be executed in counterparts,which constitute one document.The parties intend each countersigned original to have identical legal effect. Page 29 of 30 25.2 Effective Date. The agreement will become effective when all parties have signed it.The date of this agreement will be the date this agreement is signed by the last party to sign it. This instrument constitutes a RAISE Grant when the USDOT's authorized representative signs it. Page 30 of 30 Revised 2023-03-02 Attachment 2 U.S.DEPARTMENT OF TRANSPORTATION GRANT AGREEMENT UNDER THE FISCAL YEAR 2022 RAISE GRANT PROGRAM This agreement is between the United States Depaitiiient of Transportation(the"USDOT") and the City of Spokane Valley(the"Recipient"). This agreement reflects the selection of the Recipient to receive a RAISE Grant for the Pines RoadBNSF Grade Separation Project(the Project). The parties therefore agree to the following: ARTICLE 1 GENERAL TERMS AND CONDITIONS. 1.1 General Terms and Conditions. (a) In this agreement, "General Terms and Conditions"means the content of the document titled"General Terms and Conditions Under the Fiscal Year 2022 Rebuilding American Infrastructure with Sustainability and Equity(RAISE) Grant Program: FRA Projects," dated March 1, 2023,which is attached to this agreement. The General Terms and Conditions reference the information contained in the schedules to this agreement. The General Terms and Conditions are part of this agreement. For convenience, the General Terms and Conditions are also available at https://www.transportation.gov/policy- initiatives/raise/raise-grant-agreements,but if there are any differences between the version attached to this agreement and the version available at that hyperlink, only the version attached to this agreement is applicable. (b) The Recipient states that it has knowledge of the General Terms and Conditions. (c) The Recipient acknowledges that the General Terms and Conditions impose obligations on the Recipient and that the Recipient's non-compliance with the General Terms and Conditions may result in remedial action,terminating of the RAISE Grant, disallowing costs incurred for the Project, requiring the Recipient to refund to the USDOT the RAISE Grant, and reporting the non-compliance in the Federal-government-wide integrity and performance system. ARTICLE 2 SPECIAL TERMS AND CONDITIONS. There are no special terms for this award. 1 of 27 Revised 2023-03-02 SCHEDULE A ADMINISTRATIVE INFORMATION 1. Application. Application Title: Pines Road/BNSF Grade Separation Project Application Date: April 13,2022 2. Recipient's Unique Entity Identifier. See section 23.3 of the General Terms and Conditions. 3. Recipient Contact(s). Erica Amsden Engineering Manager City of Spokane Valley 10210 E. Sprague Avenue, Spokane Valley,WA 99206 509-720-5012 eamsden@spokanevalleywa.gov William Helbig Public Works Director City of Spokane Valley 10210 E. Sprague Avenue, Spokane Valley, WA 99206 509-720-5320 bhelbig@spokanevalleywa.gov 4. Recipient Key Personnel. None. 5. USDOT Project Contact(s). Melanie Choquette Project Manager Federal Rail Administration 1200 New Jersey Ave, SE Washington, DC 20590 720-926-1010 Melanie.Choquette@dot.gov 6. Payment System. USDOT Payment System: Delphi elnvoicing System 2 of 27 Revised 2023-03-02 7. Office for Subaward and Contract Authorization. USDOT Office for Subaward and Contract Authorization: None 8. Federal Award Identification Number. See section 23.2 of the General Terms and Conditions. 3 of 27 Revised 2023-03-02 SCHEDULE B PROJECT ACTIVITIES 1. General Project Description. The Project replaces the highway-rail at-grade crossing of Pines Road, State Route (SR)27, and the BNSF Railway Company(BNSF)tracks with a new Pines Road underpass,replaces the signalized intersection of two state highways,Pines Road(SR 27) and Trent Avenue(SR 290), with a multi-lane roundabout, and constructs a separated shared-use path under the railroad crossing and an adjacent shared-use path around the new roundabout intersection. The Project also constructs a new trailhead and parking lot facility, equipped with restrooms, electric vehicle charging, and non-motorized access to the adjacent Centennial Trail and Spokane River. The Project funded under this Agreement includes design and construction of the Pines Road/BNSF Grade Separation Project. The Recipient intends to utilize funding from the Federal Highway Administration(FHWA) Surface Transportation Block Grant(STBG) and FHWA Congestion Mitigation and Air Quality(CMAQ)programs to complete the project(as shown in Schedule D, Section 3). These FHWA funds will be administered under separate agreements between the City of Spokane Valley and the Federal Railroad Administration(FRA)to construct the BNSF underpass at Pines Road, SR 27 and Trent Avenue. 2. Statement of Work. I. BACKGROUND In 2021,Pines Road at the BNSF railroad crossing experienced over 26,000 vehicle hours of delay and the adjacent intersection of Pines Road and Trent Avenue experienced nine recorded collisions. The Project is in a Historically Disadvantaged Community and the at-grade crossing is rated Washington State's top Tier 1 road-rail conflict which negatively impacts the City of Spokane Valley's most vulnerable census tracts. The Pines Road/BNSF Grade Separation Project will create a safer and more efficient transportation and freight network that reduces its environmental impacts and equitably improves access and mobility for all users. The Pines Road at-grade highway crossing of the BNSF Railway tracks is located 275 feet south of Trent Avenue in the City of Spokane Valley, WA. Pines Road and Trent Avenue are significant rural corridors for local,regional, and national freight movement. Pines Road is a state highway and is one of the City of Spokane Valley's primary north-south arterial roadways connecting rural eastern Washington with the urbanized greater Spokane region. Pines Road connects Trent Avenue, also a state highway,with Interstate 90(I-90)to the south and is a preferred freight route to I-90 between rural north Idaho,Montana, and Canada. The City of Spokane Valley is the convergence of several rail lines in the northern tier of BNSF's freight network. Four miles of existing single track create a bottleneck for BNSF and requires an immediate second track through the City to meet present and future demands. BNSF is currently constructing the second track. Additionally, BNSF tracks hosts Amtrak with two passenger trains per day. 4 of 27 Revised 2023-03-02 The Project replaces an existing at-grade crossing with an underpass of BNSF's railroad tracks, provides a roundabout at the intersection of Pines Road and Trent Avenue, constructs a separated shared-use path under the tracks and through the highway roundabout, connecting to a new trailhead facility serving the adjacent Centennial Trail and Spokane River. The underpass will be built to accommodate a total of four tracks. The new trailhead facility will be provided southeast of the roundabout. Amenities will include restrooms, electric vehicle charging stations, and bus parking space. All necessary preliminary engineering and National Environmental Policy Act(NEPA) requirements have been completed. A Categorical Exclusion was approved by FRA on May 4, 2022. II. OBJECTIVE The objective of this Project is to complete Final Design, Plans, Specifications, and Estimate (PS&E)and required documentation and approvals to support and implement construction of a highway-rail grade separation(underpass)of BSNF's main line that crosses Pines Road and improvements to the adjacent Pines Road-Trent Avenue roadway intersection. These improvements will reduce the risk of collisions between the existing 15,000 vehicles/day and 67 trains/day at the existing at-grade crossing. In addition,the average delay for each train crossing is 3.55 minutes,resulting in 71.5 hrs/day of crossing delays to vehicle traffic. The long and frequent delays at the rail crossing may also cause delays for providing emergency services to the north, as all key emergency services are located south of the railway. These delays would be eliminated with construction of the underpass. In addition,replacement of the existing signalized intersection with a roundabout at the Pines/Trent intersection is predicted to reduce all collisions by 21%, and fatal and injury collisions by 71%. Afternoon peak hour intersection delays are anticipated to drop 40 seconds at the time of project completion, improving the intersection level of service from D to A. The completion of the Project would result in the following benefits: • Improved safety of freight and passenger trains, freight trucks and commuter vehicle traffic by eliminating the road/rail at-grade conflict. • Improved mobility of freight vehicles traveling to/from Interstate 90 just south of the project as a result of the elimination of delays at the rail crossing • Improved safety and operability at the intersection of Pines Road and Trent Avenue, improving traffic capacity and safety while eliminating impacts from the adjacent road/rail crossing and accommodating long-term growth of the region. • Increased economic potential of prime vacant industrial, commercial, and mixed-use properties adjacent to the project site. • Improved non-motorized user accessibility. • Emergency access redundancy and improved community connectivity. Collectively, the Project removes barriers, connects the community, and promotes active transportation by improving access and mobility across the railway and between the adjacent 5 of 27 Revised 2023-03-02 businesses, elementary school, two regional parks,the Centennial Trail,the future River Loop Trail, and the Spokane River. Proposed improvements will reduce the risk of collisions between the existing 15,000 vehicles/day and 67 trains/day at the crossing and help prevent unintended releases of hazardous materials. The new undercrossing will also eliminate the rail crossing traffic queues from backing up into the adjacent intersection,reducing the potential for rear-end and sideswipe collisions. Non-motorized users will be able to safely cross under the BNSF tracks,along with crossing either Pines Road or Trent Avenue, due to the new, accessible facilities that currently do not exist. Also, while the project improves mobility and community connectivity, a quality-of-life element is realized too: train horns through the City will be reduced as the 67 daily trains will no longer be necessary to cross Pines Road. III. PROJECT LOCATION The Project is located at Pines Road(066367E)at Pines Road!BNSF Grade Separation Project the BNSF rail line and at the intersection of Pines Road(SR 27)and Trent Avenue(SR 290) in the Eu; "• City of Spokane Valley,WA. The Pines Road/BNSF rail line intersection is approximately - ." `°`°` - 4 275 feet south of the Pines Road/Trent Avenue 6 intersection. 21 The City of Spokane Valley is in the northeast "" •° t' corner of the state, approximately 9 miles from the v'"� 3 — ' Idaho border and 90 miles south of the Canadian border. The greater Spokane region is within the ;x " " «.. state's 5th Congressional District. The geographic Spokane Valle)67167 4 location is 47°41'21"N, 117°14'22"W. Urbanized Area Boundary IV. DESCRIPTION OF WORK The Recipient will complete final design and construction of the Pines Grade Road/BNSF Grade Separation Project. The portion of the Project funded under this Agreement includes final design and construction of the Trent Avenue/Pines Road intersection multi lane roundabout; a separated shared-use path under the tracks and through the highway roundabout and a new trailhead facility serving the adjacent Centennial Trail and Spokane River. The construction of a roadway underpass at the Pines Road and BNSF railroad crossing is funded under a separate Agreement. Task 1: Detailed Project Work Plan,Budget, and Schedule The Recipient shall prepare a Detailed Project Work Plan, Budget, and Schedule for the following tasks,which may result in amendments to this Agreement. The Detailed Project Budget will be consistent with the Approved Project Budget but will provide a greater level of detail. The Detailed Project Work Plan will describe, in detail,the activities and steps necessary to complete the tasks outlined in this Statement of Work. The Detailed Project Work Plan will also include information about the project management approach(including team organization, team decision-making,roles and responsibilities and interaction with FRA), as well as address 6 of 27 Revised 2023-03-02 quality assurance and quality control procedures. In addition,the Detailed Project Work Plan will include the Project Schedule(with Recipient and agency review durations), and a detailed Project Budget. Similarly,the Detailed Work Plan should include agreements governing the construction, operation and maintenance of the Project. FRA will review and approve the Detailed Project Work Plan,Budget, and Schedule. Unless expressly permitted by pre-award authority in section 5 of schedule D of this agreement, the Recipient shall not begin work on subsequent tasks until(1)the Recipient has completed and submitted to FRA the Detailed Project Work Plan,Budget(including estimated costs for Alternate Task, if provided)and(2)FRA provides the Recipient with written approval to proceed with subsequent tasks. FRA will not reimburse the Recipient for costs incurred in contravention of this requirement. Task 1 Deliverables: • Detailed Project Work Plan, Budget, and Schedule • Project Agreements (if applicable) Task 2: Final Design and PS&E The Recipient will submit a Final Design(FD)Package to FRA for review and acceptance. The FD Package will include Final Design Plans,updated cost estimates based on FD quantities, and a construction schedule that advances the Preliminary Engineering(PE)to the point where the engineering documentation is sufficient to support the procurement of construction services for Project implementation. The Recipient will be responsible for ensuring the Project is constructed in accordance with FRA approved environmental documents and the FRA accepted FD Package. The Recipient is responsible for ensuring that commitments identified in the approved environmental document are accounted for in the FD process. The Recipient will prepare final procurement documentation,plans, and bid packages for the Project. The following work elements will be completed as part of Task 2 and will comprise the Final Design Package: • Signed plan coversheet, • Final design plans, • Final cost estimate. The Recipient will use FRA Capital Cost Estimating Guidance (version August 30,2016)and FRA Standard Cost Category,which is available at the following link: https://railroads.dot.gov/elibrary/capital-cost-estimating-guidance- fmal. The Recipient will provide cost information to generally conform to AACE International cost estimate recommended practices, and • Final construction schedule. Task 2 Deliverables: • Final Design and PS&E Package Task 3: Construction& Construction Management 7 of 27 Revised 2023-03-02 Following FRA's acceptance of the FD Package, the Recipient shall construct or cause to be constructed the Project as specified in FD completed under Task 2 and consistent with the documentation developed in Task 2. The Recipient, its agents, contractors, and consultant will complete construction of the project in accordance with Washington Station Department of Transportation(WSDOT) Standard Specifications for Road,Bridge, and Municipal Construction; City of Spokane Valley Standards; and the BNSF Permit requirements. Construction work activities will include,but not be limited to,the following: • Construction of the roundabout at the realigned intersection of Pines Road(SR-27) and Trent(SR-290); • Construction of a separated shared-use path under the tracks and through the highway roundabout; • Construction of pedestrian facilities, stormwater treatment, facilities, and a multimodal trailhead with access the Centennial Trail; • Construction Management and Documentation. Task 3 Deliverables: • Construction Certification Document Task 4: Project Management and Administration The Grantee will perform Project management and administration activities for all project activities completed for this Project. These activities include,but are not limited to: completion of necessary work tasks to hire qualified consultants/contractors to perform engineering design and construction management activities; conduct coordination meetings with FRA to provide project progress updates;provide oversight and direction of work completed;provide approvals as necessary; review and approve invoices, as appropriate, for work completed as part of the project; and perform Project close-out activities including submission of the Final Performance Report. The Recipient will submit to FRA for acceptance a Final Performance Report(FRA Form 33). This report must be submitted as required by section 7.2 of the General Terms and Conditions, and the report should describe the cumulative activities of the project, including a complete description of the Recipient's achievements with respect to the project objectives and milestones. Task 4 Deliverables: • Final Performance Report(FRA Form 33) 8 of 27 Revised 2023-03-02 V. PROJECT COORDINATION The Recipient shall perform all tasks required for the Project through a coordinated process, which will involve affected railroad owners, operators, and funding partners, including: • Burlington Northern Santa Fe (BNSF) • Washington State Department of Transportation(WSDOT) • Federal Highway Administration(FHWA) • Federal Rail Administration(FRA) VI. PROJECT MANAGEMENT The Recipient shall facilitate the coordination of all activities necessary for implementation of the Project. Upon award of the Project,the Recipient shall monitor and evaluate the Project's progress through regular meetings scheduled throughout the period of performance. The Recipient shall: • Participate in a project kickoff meeting with FRA • Complete necessary steps to hire a qualified consultant/contractor to perform required Project work, as necessary • Hold regularly scheduled Project meetings with FRA • Inspect and approve work as it is completed • Review and approve invoices as appropriate for completed work • Perform Project close-out audit to ensure contractual compliance and issue close-out report • Submit to FRA all required Project deliverables and documentation on-time and according to schedule, including periodic receipts and invoices • Comply with all FRA Project reporting requirements, including,but not limited to: a. Status of project by task breakdown and percent complete b. Changes and reason for changes in and updated versions of Detailed Project Work Plan, Budget, and Schedule c. Description of unanticipated problems and any resolution since the immediately preceding progress report d. Summary of work scheduled for the next progress period • Read and understand the Terms and Conditions of this Agreement • Notify FRA of changes to this Agreement that require written approval or modification to the Agreement 9 of 27 Revised 2023-03-02 3. Documents Describing Mitigation Activities. Document Mitigation Activity Date Description Areas within the shoreline which are 05/04/2022 Categorical temporarily cleared during construction of the Exclusion Centennial Trail Worksheet connections will be revegetated with native species.The removal of nonnatives and establishment of these plants will be an enhancement to the riparian area. 10 of 27 Revised 2023-03-02 SCHEDULE C AWARD DATES AND PROJECT SCHEDULE 1. Award Dates. Budget Period End Date: See section 4.4 of the General Terms and Conditions Period of Performance End Date: See section 4.4 of the General Terms and Conditions 2. Estimated Project Schedule. Milestone Schedule Date NEPA CE Approval 05/04/2022 Final Engineering Start Date(Under Pre- 01/12/2024 Award Authority): Planned Final Design Completion Date: 09/01/2025 Planned Construction Substantial Completion 11/01/2027 Date: 3. Special Milestone Deadlines. Milestone Schedule Date Start of Final Design(under Pre-Award Authority) 01/12/2024 Planned Completion of Final Design Date: 09/01/2025 Planned Construction Start Date: 11/01/2025 Planned Construction Substantial Completion Date: 11/01/2027 Planned Construction Certification Document Date: 06/30/2028 Planned Period of Performance End Date 06/30/2031 Planned Project Closeout Date 12/31/2031 11 of 27 Revised 2023-03-02 SCHEDULE D AWARD AND PROJECT FINANCIAL INFORMATION 1. Award Amount. RAISE Grant Amount: $21,689,221 2. Federal Obligation Information. Federal Obligation Type: Single 3. Approved Project Budget. 12 of 27 Revised 2023-03-02 APPROVED PROJECT BUDGET BY TASK-AGREEMENT FUNDING Agreement Non-Federal Agreement Federal Funds Funds(RAISE Matching Total Agreement (RAISE) Funds) Project Cost E4 Task Name (86%) (14%) (100%) 1 Detailed Project Work Plan,Budget $16,000 $4,000 $20,000 and Schedule 2 Final Design and PS&E $241,600 $60,400 $302,000 3 Construction and Construction $21,403,781 $3,448,731 $24,852,512 Management 4 Project Management& $27,840 $6,960 $34,800 Administration Total $21,689,221 $3,520,091 $25,209,312 13 of 27 Revised 2023-03-02 Total Project Budget by Task Agreement Non- Federal Funds (RAISE Agreement Matching Additional Federal Funds) Other Federal Funds and Corresponding Match Non- Funds Federal Task Name (RAISE) (14%) Funds Total Cost Non- Non- Federal Federal CMAQ and CMAQ and STBG STBG STBG STBG Appro. Funds* Match Appro.* Match (13.5%) (13.5a/o) Detailed $16,000 $4,000 $8,650 $1,350 $0 $0 $0 $30,000 1 Project Work Plan,Budget and Schedule 2 Final Design $241,600 $60,400 $0 $0 $0 $0 $0 $302,000 and PS&E Construction $21,403,781 $3,448,731 $6,385,950 $996,651 $5,000,000 $780,347 $2,971,704 $40,987,164 3 and Construction Management Project $27,840 $6,960 $10,000 $1,561 $0 $0 $939 $47,300 Management 4 & Administrati on Total $21,689,221 $3,520,091 $6,404,600 $999,562 $5,000,000 $780,347 $2,972,643 $41,366,464 *The STBG funds,including STBG appropriated funds,and CMAQ funds will be administered under separate agreements between the City of Spokane Valley and FRA to construct the BNSF underpass at Pines Road,SR 27 and Trent Avenue. 14 of 27 Revised 2023-03-02 Approved Project Budget by Source (Reduced Match) Funding Source Total Amount Percentage of Total Project Cost Federal Share $33,093,821 80.0% Agreement Federal Funds $21,689,221 52.4% RAISE $21,689,221 52.4% Other Federal Funds $11,404,600 27.6% Congressionally Directed $5,000,000 12.1% Spending/Surface Transportation Block Grant Appropriation Surface Transportation Block Grant $1,525,600 3.7% Congestion Mitigation and Air $4,879,000 11.8% Quality Improvements Agreement Non-Federal Funds $3,520,091 8.5% Move Ahead Washington State $3,520,091 8.5% Funding Other Non-Federal Funds $4,752,552 11.5% Move Ahead Washington State $1,479,909 3.6% Funding BNSF funds $300,000 0.7% Other City Funds $2,972,643 7.2% 1. Cost Classification Table. Omitted.The Recipient shall provide a project budget by FRA standard cost category with the detailed project budget that is part of Task#1, as described in section 2 of schedule B. 15 of 27 Revised 2023-03-02 2. Approved Pre-award Costs On January 12,2024,USDOT approved the City of Spokane Valley's request to allow the following pre-award costs. Non- Task RAISE Federal # Task Name Funds Funds Total Cost 1 Detailed Project Work Plan, $16,000 $4,000 $20,000 Budget,and Schedule 2 Final Design and PS&E $160,000 $40,000 $200,000 Construction and Construction 3 $6,355,734 $1,588,934 $7,944,668 Management Total Pre-Award Budget $6,531,734 $1,632,934 $8,164,668 The above pre-award costs were necessary for efficient and timely performance of the scope of work in schedule B and were incurred directly pursuant to the negotiation and in anticipation of this agreement. 16 of 27 Revised 2023-03-02 SCHEDULE E CHANGES FROM APPLICATION Scope: The grant application discussed the possibility of BNSF constructing 2 bridges plus a substructure for a third bridge. BNSF has indicated that the substructure is required and included in the final design for the project. The substructure is intended to accommodate future expansion of the railroad. Construction of the BNSF bridges will be funded under a separate grant agreement. Schedule: Design Engineering—grant application's planned completion date for design engineering was December 2022. The actual completion of design has experienced delays to allow for all right of way acquisitions, completion of design, advertising/bidding the project, execution of grant agreements. The recipient now estimates design will be complete at the construction award date of approximately September 2025. Construction Start—grant application anticipated procurement would be complete in December 2023 but based on current progress with right of way and project progress,the Recipient anticipates commencing project construction in November 2025. Construction Substantial Completion—the grant application estimated that construction would be complete by October 2025. Based on delays to other project milestones, the Recipient estimates construction will be complete by November 2027. Budget: Application Schedule D Fund Source $ I % $ 0/0 Previously Incurred/obligated Costs Federal Funds $2,249,385 58.00 $4,795,000 63.03 Non-Federal Funds $1,628,629 42.00 $2,813,014 36.97 Total Previously Incurred Costs $3,878,014 100.00 $7,608,014 100.00 Future Eligible Project Costs RAISE Funds $21,689,221 69.29 $21,689,221 52.4 Other Federal Funds $2,940,000 9.39 $11,404,600 27.6 Non-Federal Funds $6,671,149 21.31 $8,272,643 20.0 Total Future Eligible Project Costs 31,300,371 100.00 $41,366,464 100.00 Total Project Costs $35,178,385 100.00 $48,974,478 100.00 Other: N/A 17 of 27 Revised 2023-03-02 SCHEDULE F RAISE PROGRAM DESIGNATIONS 1. Urban or Rural Designation. Urban-Rural Designation: Urban 2. Capital or Planning Designation. Capital-Planning Designation: Capital 3. Historically Disadvantaged Community or Area of Persistent Poverty Designation. HDC or APP Designation: Yes 4. Funding Act. Funding Act: Consolidated Appropriations Act,2022 (P.L. 117-103) 18 of 27 Revised 2023-03-02 SCHEDULE G RAISE PERFORMANCE MEASUREMENT INFORMATION Study Area: The Project is located at Pines Road(066367E)at the BNSF rail line and at the intersection of Pines Road(SR 27)and Trent Avenue(SR 290) in the City of Spokane Valley, WA. The Pines Road/BNSF rail line intersection is approximately 275' south of the Pines Road/Trent Avenue intersection. The City of Spokane Valley is in the northeast corner of the state, approximately 9 miles from the Idaho border and 90 miles south of the Canadian border. The greater Spokane region is within the state's 5th Congressional District. The geographic location is 47°41'21"N, 117°14'22" W. Baseline Measurement Date: 12/31/2023 Baseline Report Date: 11/30/2024 Table 1: Performance Measure Table Measurement Measure Category and Description Frequency Performance Measure; RAISE Program Objective: Safety Auto Crash Rates by Crash rates will be measured and reported Annual Type/Severity as crashes per 100 million VMT and identified by the following severity categories: fatal, injury, and property damage only(PDO) crashes Performance Measure; RAISE Program Objective: Quality of Life,mobility, and community connectivity Travel Time Savings Annual Travel time savings for traffic measured during peak and off-peak periods as defined by the project study area 19 of 27 Revised 2023-03-02 SCHEDULE H CLIMATE CHANGE AND ENVIRONMENTAL JUSTICE IMPACTS 1. Consideration of Climate Change and Environmental Justice Impacts. The Recipient states that rows marked with"X" in the following table are accurate: The Project directly supports a Local/Regional/State Climate Action Plan that results in lower greenhouse gas emissions. The Project directly supports a Local/Regional/State Equitable Development Plan that results in lower greenhouse gas emissions. The Project directly supports a Local/Regional/State Energy Baseline Study that results in lower greenhouse gas emissions. X The Recipient or a project partner used environmental justice tools, such as the EJSCREEN, to minimize adverse impacts of the Project on environmental justice communities. The Project supports a modal shift in freight or passenger movement to reduce emissions or reduce induced travel demand. The Project utilizes demand management strategies to reduce congestion, induced travel demand, and greenhouse gas emissions. The Project incorporates electrification infrastructure,zero-emission vehicle infrastructure, or both. X The Project supports the installation of electric vehicle charging stations. The Project promotes energy efficiency. The Project serves the renewable energy supply chain. X The Project improves disaster preparedness and resiliency. The Project avoids adverse environmental impacts to air or water quality, X wetlands, and endangered species, such as through reduction in Clean Air Act criteria pollutants and greenhouse gases, improved stormwater management, or improved habitat connectivity. The Project repairs existing dilapidated or idle infrastructure that is currently causing environmental harm. The Project supports or incorporates the construction of energy-and location- efficient buildings. 20 of 27 Revised 2023-03-02 X The Project includes recycling of materials,use of materials known to reduce or reverse carbon emissions, or both. X The Recipient has taken other actions to consider climate change and environmental justice impacts of the Project. The Recipient has not yet taken actions to consider climate change and environmental justice impacts of the Project but,before beginning construction of the Project,will take relevant actions described in schedule B. The Recipient has not taken actions to consider climate change and environmental justice impacts of the Project and will not take those actions under this award. 2. Supporting Narrative. The Environmental Consultant preparing the NEPA documentation used EJSCREEN to provide a Census 2010 Summary Report. Please refer to the Categorical Exclusion document for summary of the population demographics within a half mile of the project and as shown in the table below. Temporary impacts to the project vicinity during construction will include increased noise, potential traffic delays and increased congestion, increased dust, and increased carbon emissions from machinery. Upon completion,the project will benefit the community by improving access to I-90 and key arterials in the City of Spokane Valley; increasing safety by eliminating the risk of train/vehicle, bike, and pedestrian accidents; improving emergency access to Trent Elementary and neighborhoods north of the crossing;providing bicycle and sidewalk paths; and eliminating the need for train horns at the crossing. Total Population in 0.5-Mile Buffer 5,566 White 87% Black 2% American Indian 3% Asian 1 Pacific Islander 0% Some Other Race 2% Population Reporting Two or More Races 5% Total Hispanic Population 7% Household Income Below$15,000 14%. Population 5 years and over that speak English"less than very well" 7% "2015-2019 American Community Survey(ACS)Estimates A trailhead facility serving the Centennial Trail will be constructed near the southeast corner of the roundabout at the intersection of Pines and Trent. The trailhead will provide parking, 21 of 27 Revised 2023-03-02 restroom facilities, and one electric vehicle charging station. The trailhead will provide opportunity for users to access the Centennial Trail system and nearby parks. The project supports disaster preparedness and resiliency be eliminating the at-grade road-rail crossing, allowing both modes (i.e.,rail and vehicle)to operate independently from one another. This allows for more efficient evacuations and emergency response for first responders. Further, the roundabout replaces a signalized intersection, and eliminates the intersection's dependency on electricity. The intersection can operate efficiently without power;whereas the signalized intersection would effectively fail and operate as an inefficient four-way stop. The new pollutant generating impervious surfaces created with the project will have stormwater treatment and flow control facilities constructed to store,treat and infiltrate stormwater runoff and protect the sole source Spokane Valley-Rathdrum Prairie aquifer,which is the main source of potable water in the City of Spokane Valley and surrounding metropolitan area. Stormwater runoff will not discharge to the adjacent surface waters nearby(Spokane River). The project will be built using the Washington State Department of Transportation specifications,including Standard Specifications Section 1-06-.6—Recycled Materials. This specification promotes the contractor's use of recycled materials in project construction. Resolution#16-010 is the City's Greenhouse Gas Emissions Reduction Policy and serves as a baseline for the project's intentions and goals. It requires the City to consider and implement transportation project elements to reduce environmental impacts caused by motorized vehicles while promoting safe and efficient active and multi-modal transportation options. From the 2022 RAISE application,the project has quantified numerous environmental benefits (Application Section 4.2-Environmental Sustainability): • Eliminate 1.5 million person-hours of delay at the rail crossing • Reduce gasoline and diesel consumption by over 492,000 gallons • Reduce almost 4,600 metric tons of emissions 22 of 27 Revised 2023-03-02 SCHEDULE I RACIAL EQUITY AND BARRIERS TO OPPORTUNITY 1. Efforts to Improve Racial Equity and Reduce Barriers to Opportunity. The Recipient states that rows marked with"X" in the following table are accurate: A racial equity impact analysis has been completed for the Project. The Recipient or a project partner has adopted an equity and inclusion program/plan or has otherwise instituted equity-focused policies related to project procurement,material sourcing, construction, inspection,hiring, or other activities designed to ensure racial equity in the overall delivery and implementation of the Project. The Project includes physical-barrier-mitigating land bridges,caps, lids, linear X parks, and multimodal mobility investments that either redress past barriers to opportunity or that proactively create new connections and opportunities for underserved communities that are underserved by transportation. X The Project includes new or improved walking,biking, and rolling access for individuals with disabilities, especially access that reverses the disproportional impacts of crashes on people of color and mitigates neighborhood bifurcation. X The Project includes new or improved freight access to underserved communities to increase access to goods and job opportunities for those underserved communities. The Recipient has taken other actions related to the Project to improve racial equity and reduce barriers to opportunity. The Recipient has not yet taken actions related to the Project to improve racial equity and reduce barriers to opportunity but,before beginning construction of the Project,will take relevant actions described in schedule B. The Recipient has not taken actions related to the Project to improve racial equity and reduce barriers to opportunity and will not take those actions under this award. 2. Supporting Narrative. The existing railway crossing at State Route 27 (Pines Road) does not have an accessible non- motorized facility for crossing the tracks. The existing heaved, gravel and asphalt facility is overgrown with weeds, relies on the street's crossing gates/arms and overall, is not a reasonable facility for active transportation users. The grade separation of Pines Road underneath the tracks provides a new path that is unencumbered by the rail crossing. This will promote improved 23 of 27 Revised 2023-03-02 connectivity between the homes and schools on the west and north of the project with the parks, trails, and jobs on the east side of the project. The project will construct a shared-use pathway along the west and north sides of the relocated Pines roadway along with roundabout as well as connecting to the Centennial Trail trailhead facility. Along the west side of Pines, the shared-use path will be directly adjacent to Trent Elementary school and provide a safe route to school. The shared-use pathway will provide safer, grade-separated route for walking,biking,and rolling access individuals with disabilities and mitigates neighborhood bifurcation and decrease crashes. Spokane Transit Authority(STA), the regional bus service provider,has purposefully avoided serving the project area because of the unreliable schedule created by the at-grade crossing. With the project, STA will evaluate the implementation of a new service route on State Route 290(Trent Avenue) at connects Pines Road to Sullivan and Barker Roads to the east. Both Sullivan and Barker Roads are grade- separated from the BNSF Railway tracks. The project will also improve freight access,both by rail and by roads,to the historically disadvantaged community located near the project. The project connects rural traffic to interstate rail, freeway routes, and urban economic activity centers in the Spokane region and Pacific Northwest. The project improves travel times for passenger and freight while serving as an economic generator,helping unlock potential for undeveloped industrial and commercial properties that will create jobs for both rural and urban populations alike. 24 of 27 Revised 2023-03-02 SCHEDULE J LABOR AND WORK 1. Efforts to Support Good-Paying Jobs and Strong Labor Standards The Recipient states that rows marked with"X" in the following table are accurate: The Recipient or a project partner has adopted the use of project labor agreements in the overall delivery and implementation of the Project. The Recipient or a project partner has adopted the use of local and economic X hiring preferences in the overall delivery and implementation of the Project, subject to all applicable State and local laws,policies, and procedures. The Recipient or a project partner has adopted the use of registered apprenticeships in the overall delivery and implementation of the Project. X The Recipient or a project partner will provide training and placement programs for underrepresented workers in the overall delivery and implementation of the Project. The Recipient or a project partner will support free and fair choice to join a X union in the overall delivery and implementation of the Project by investing in workforce development services offered by labor-management training partnerships or setting expectations for contractors to develop labor-management training programs. The Recipient or a project partner will provide supportive services and cash assistance to address systemic barriers to employment to be able to participate and thrive in training and employment, including childcare, emergency cash assistance for items such as tools,work clothing, application fees and other costs of apprenticeship or required pre-employment training,transportation and travel to training and work sites, and services aimed at helping to retain underrepresented groups like mentoring, support groups, and peer networking. The Recipient or a project partner has documented agreements or ordinances in place to hire from certain workforce programs that serve underrepresented groups. 25 of 27 Revised 2023-03-02 The Recipient or a project partner participates in a State/Regional/Local comprehensive plan to promote equal opportunity, including removing barriers to hire and preventing harassment on work sites, and that plan demonstrates action to create an inclusive environment with a commitment to equal opportunity, including: a. affirmative efforts to remove barriers to equal employment opportunity above and beyond complying with Federal law; b. proactive partnerships with the U.S.Department of Labor's Office of Federal Contract Compliance Programs to promote compliance with EO 11246 Equal Employment Opportunity requirements; X c. no discriminatory use of criminal background screens and affirmative steps to recruit and include those with former justice involvement, in accordance with the Fair Chance Act and equal opportunity requirements; d. efforts to prevent harassment based on race, color,religion, sex, sexual orientation, gender identity, and national origin; e. training on anti-harassment and third-party reporting procedures covering employees and contractors; and f. maintaining robust anti-retaliation measures covering employees and contractors. The Recipient has taken other actions related to the Project to create good- paying jobs with the free and fair choice to join a union and incorporate strong labor standards. The Recipient has not yet taken actions related to the Project to create good- paying jobs with the free and fair choice to join a union and incorporate strong labor standards but,before beginning construction of the Project,will take relevant actions described in schedule B. The Recipient has not taken actions related to the Project to improving good- paying jobs and strong labor standards and will not take those actions under this award. 2. Supporting Narrative. The Associated General Contractors (AGC)has developed a job creation tool that estimates the number of jobs created based on a project's cost, duration, and years of construction. With these parameters,the executive director of the local chapter of the AGC estimates that the Pines Grade Separation Project will create approximately 117 jobs per year. The Pines Grade Separation Project will be awarded to the lowest responsive bidder in accordance with state and Federal laws. The executive director of the local AGC also states that approximately 80%of road construction general contractors have a unionized labor force, so it is likely that the project will 26 of 27 Revised 2023-03-02 create unionized jobs when bid. Our construction project requires prevailing wage be paid to workers on the project so the workers are guaranteed to good paying jobs. In addition,the City of Spokane Valley's hiring process complies with state and Federal laws and seeks to identify candidates based on qualification and fitness for the position. The City affords equal treatment and services to employees and City representatives and promotes equal employment opportunity based on ability and fitness in accordance with applicable state and Federal law. The majority of City of Spokane Valley employees are unionized in Local 270-V,of the Washington State Council of County and City Employees,part of the AFSCME,AFL-CIO. Local 270-V members are part of the team that will deliver the project.Also,the project is working with BNSF Railway for the 2023-2024 construction of the new train track bridges over State Route 27(Pines Road),which will be administered under separate grant agreements. BNSF Railway will self-perform the construction with its own unionized labor force. The City of Spokane Valley supports the development of City Staff to ensure a fully qualified workforce. The City's performance system incorporates training initiatives that are specific to the employee within the standards of their profession. As stated above,the City of Spokane Valley's workforce is mostly comprised of employees that are in a bargaining unit. The City has a long history of supporting individual employees to join and be active as unionized employees. The City has also fostered a productive and respectful relationship with union leaders as they support members in a concerted effort. The City meets and exceeds RCW 41.56 governing collective bargaining as a public employer. The City of Spokane Valley promotes equal opportunity in all its programs consistent with this standard. The City's Anti-Harassment policy supports the elimination of harassment in employment as well as with our partners and customers. The City employs the use of a formal complaint process to ensure compliance with Federal and State laws and regulations. The City of Spokane Valley promotes competitive wages for its employees. The City's Human Resources Director is charged with monitoring City compensation systems to ensure internal equity and competitive wages in order to attract and retain highly performing employees. External compensation data is reviewed at least annually to identify positions that may require adjustment to fulfill the City's hiring objectives. 27 of 27 Attachment 3 U.S. DEPARTMENT OF TRANSPORTATION EXHIBITS TO FRA GRANT AGREEMENTS UNDER THE FISCAL YEAR 2022 RAISE GRANT PROGRAM MARCH 1, 2023 EXHIBIT A APPLICABLE FEDERAL LAWS AND REGULATIONS By entering into this agreement for a FY 2022 RAISE 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. Davis-Bacon Act-40 U.S.C. § 3141 et seq. b. Federal Fair Labor Standards Act-29 U.S.C. § 201 et seq. c. Hatch Act- 5 U.S.C. § 1501 et seq. d. Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 - 42 U.S.C. § 4601 et seq. e. National Historic Preservation Act of 1966—Section 106 - 54 U.S.C. § 306108 f. Archeological and Historic Preservation Act of 1974 - 54 U.S.C. §§ 312501-312508 g. Native American Graves Protection and Repatriation Act- 25 U.S.C. § 3001 et seq. h. Clean Air Act, P.L. 90-148, as amended—42 U.S.C. § 7401 et seq. i. Section 404 of the Clean Water Act, as amended- 33 U.S.C. § 1344 j. Section 7 of the Endangered Species Act,P.L. 93-205, as amended— 16 U.S.C. § 1536 k. Coastal Zone Management Act,P.L. 92-583, as amended— 16 U.S.C. § 1451 et seq. 1. Flood Disaster Protection Act of 1973, Section 102(a)—42 U.S.C. § 4012a m. Age Discrimination Act of 1975 -42 U.S.C. § 6101 et seq. n. American Indian Religious Freedom Act,P.L. 95-341, as amended o. Drug Abuse Office and Treatment Act of 1972, as amended,21 U.S.C. § 1101 et seq. p. 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. q. Sections 523 and 527 of the Public Health Service Act of 1912, as amended, 42 U.S.C. §§ 290dd through 290dd-2 r. Architectural Barriers Act of 1968 -42 U.S.C. § 4151 et seq. s. Power Plant and Industrial Fuel Use Act of 1978, P.L. 100-42 - Section 403 - 42 U.S.C. § 8373 t. Contract Work Hours and Safety Standards Act-40 U.S.C. § 3701 et seq. u. Copeland Anti-kickback Act, as amended- 18 U.S.C. § 874 and 40 U.S.C. § 3145 v. National Environmental Policy Act of 1969 -42 U.S.C. § 4321 et seq. w. Wild and Scenic Rivers Act, P.L. 90-542, as amended— 16 U.S.C. § 1271 et seq. x. Federal Water Pollution Control Act, as amended- 33 U.S.C. §§1251-1376 y. Single Audit Act of 1984- 31 U.S.C. § 7501 et seq. z. Americans with Disabilities Act of 1990 -42 U.S.C. § 12101 et seq. aa. Title IX of the Education Amendments of 1972, as amended - 20 U.S.C. §§ 1681-1683 and §§ 1685-1687 bb. Section 504 of the Rehabilitation Act of 1973, as amended-29 U.S.C. § 794 cc. Title VI of the Civil Rights Act of 1964-42 U.S.C. § 2000d et seq. dd. Limitation on Use of Appropriated Funds to Influence Certain Federal Contracting and A-1 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 11. Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (CERCLA), as amended—42 U.S.C. §§ 9601-9657 mm.Safe Drinking Water Act—42 U.S.C. §§ 300f to 300j-26 nn. The Wilderness Act— 16 U.S.C. §§ 1131-1136 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 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 A-2 e. Contractors and subcontractors on public building or public work financed in whole or part by loans or grants from the United States—29 C.F.R. Part 3 f. Labor standards provisions applicable to contracts governing federally financed and assisted construction(also labor standards provisions applicable to non-construction contracts subject to the Contract Work Hours and Safety Standards Act)—29 C.F.R. Part 5 g. Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor(Federal and federally assisted contracting requirements)—41 C.F.R. Parts 60 et seq. h. New Restrictions on Lobbying—49 C.F.R. Part 20 i. Nondiscrimination in Federally Assisted Programs of the Department of Transportation— Effectuation of Title VI of the Civil Rights Act of 1964—49 C.F.R. Part 21 j. Uniform relocation assistance and real property acquisition for Federal and Federally assisted programs—49 C.F.R. Part 24 k. Nondiscrimination on the Basis of Sex in Education Programs or Activities Receiving Federal Financial Assistance—49 C.F.R.Part 25 1. Nondiscrimination on the Basis of Handicap in Programs and Activities Receiving or Benefiting from Federal Financial Assistance—49 C.F.R. Part 27 m. DOT's implementation of DOJ's ADA Title II regulations compliance procedures for all programs, services, and regulatory activities relating to transportation under 28 C.F.R. Part 35 n. Enforcement of Nondiscrimination on the Basis of Handicap in Programs or Activities Conducted by the Department of Transportation—49 C.F.R. Part 28 o. Denial of public works contracts to suppliers of goods and services of countries that deny procurement market access to U.S. contractors—49 C.F.R. Part 30 p. Governmentwide Requirements for Drug-Free Workplace(Financial Assistance)—49 C.F.R. Part 32 q. DOT's implementing ADA regulations for transit services and transit vehicles, including the DOT's standards for accessible transportation facilities in Part 37,Appendix A—49 C.F.R. Parts 37 and 38 Specific assurances required to be included in the FY 2022 RAISE Grant agreement by any of the above laws,regulations, or circulars are hereby incorporated by reference into this agreement. A-3 EXHIBIT B ADDITIONAL STANDARD TERMS B-1 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 VUNon-Discrimination Assurances DOT Order No. 1050.2A By signing and submitting the Technical Application and by entering into this agreement under the FY 2022 RAISE 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 Federal Railroad Administration(FRA), 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: B-2 "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, including FRA. 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 RAISE grant program: 1. The Recipient agrees that each"activity,""facility,"or"program,"as defined in§§ 21.23 (b) and 21.23 (e)of 49 C.F.R. § 21 will be (with regard to an"activity") facilitated, or will be(with regard to a"facility") operated, or will be (with regard to a"program") conducted in compliance with all requirements imposed by, or pursuant to the Acts and the Regulations. 2. The Recipient will insert the following notification in all solicitations for bids, Requests For Proposals for work, or material subject to the Acts and the Regulations made in connection with the FY 2022 RAISE 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. 0'2000d to 2000d-4) and the Regulations, hereby notifies all bidders that it will affirmatively ensure that for any contract entered into pursuant to this advertisement, disadvantaged business enterprises will be afforded full and fair opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award" 3. The Recipient will insert the clauses of Appendix A and E of this Assurance in every contract or agreement subject to the Acts and the Regulations. 4. The Recipient will insert the clauses of Appendix B of this Assurance, as a covenant running with the land, in any deed from the United States effecting or recording a transfer of real property, structures,use, or improvements thereon or interest therein to a Recipient. B-3 5. That where the Recipient receives Federal financial assistance to construct a facility, or part of a facility,the Assurance will extend to the entire facility and facilities operated in connection therewith. 6. That where the Recipient receives Federal financial assistance in the form, or for the acquisition of real property or an interest in real property,the Assurance will extend to rights to space on,over, or under such property. 7. That the Recipient will include the clauses set forth in Appendix C and Appendix D of this Assurance, as a covenant running with the land, in any future deeds, leases, licenses, permits, or similar instruments entered into by the Recipient with other parties: a. for the subsequent transfer of real property acquired or improved under the applicable activity,project,or program; and b. for the construction or use of, or access to, space on, over, or under real property acquired or improved under the applicable activity,project, or program. 8. That this Assurance obligates the Recipient for the period during which Federal financial assistance is extended to the program, except where the Federal financial assistance is to provide, or is in the form of,personal property, or real property,or interest therein, or structures or improvements thereon,in which case the Assurance obligates the Recipient, or any transferee for the longer of the following periods: a. the period during which the property is used for a purpose for which the Federal financial assistance is extended, or for another purpose involving the provision of similar services or benefits; or b. the period during which the Recipient retains ownership or possession of the property. 9. The Recipient will provide for such methods of administration for the program as are found by the Secretary of Transportation or the official to whom he/she delegates specific authority to give reasonable guarantee that it, other recipients, sub-recipients, contractors, subcontractors, consultants, transferees, successors in interest,and other participants of Federal financial assistance under such program will comply with all requirements imposed or pursuant to the Acts,the Regulations,and this Assurance. 10. The Recipient agrees that the United States has a right to seek judicial enforcement with regard to any matter arising under the Acts,the Regulations,and this Assurance. 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 FRA'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 FRA. You must keep records,reports, and submit the material for review upon request to FRA, or its designee in a timely, complete, and accurate way. B-4 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 RAISE 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 RAISE grant program. B-5 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. Depai tiiient of Transportation,Federal Railroad Administration(FRA), 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 FRA 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 FRA, 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 FRA 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 B-6 thereto. The contractor will take action with respect to any subcontract or procurement as the Recipient or FRA may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided,that if the contractor becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction,the contractor may request the Recipient to enter into any litigation to protect the interests of the Recipient. In addition, the contractor may request the United States to enter into the litigation to protect the interests of the United States. B-7 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 Infrastructure Investment and Jobs Act,Pub. L.No. 117-58 (Nov. 15,2021),the Consolidated Appropriations Act, 2022,Pub. L. No. 117-103 (Mar. 15, 2022), 49 U.S.C. § 6702,the Regulations for the Administration of the FY 2022 RAISE grant program,and the policies and procedures prescribed by the Federal Railroad Administration(FRA)of the U.S. Department of Transportation in accordance and in compliance with all requirements imposed by Title 49, Code of Federal Regulations,U.S. Department of Transportation, Subtitle A, Office of the Secretary, Part 21,Non-discrimination in Federally-assisted programs of the U.S. Department of Transportation pertaining to and effectuating the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252; 42 U.S.C. § 2000d to 2000d-4), does hereby remise,release,quitclaim and convey unto the Recipient all the right,title and interest of the U.S. Department of Transportation in and to said lands described in Exhibit A attached hereto and made a part hereof. (HABENDUM CLAUSE) TO HAVE AND TO HOLD said lands and interests therein unto Recipient and its successors forever, subject,however,to the covenants, conditions,restrictions and reservations herein contained as follows,which will remain in effect for the period during which the real property or structures are used for a purpose for which Federal financial assistance is extended or for another purpose involving the provision of similar services or benefits and will be binding on the Recipient, its successors and assigns. The Recipient, in consideration of the conveyance of said lands and interests in lands, does hereby covenant and agree as a covenant running with the land for itself, its successors and assigns,that (1)no person will on the grounds of race, color, or national origin,be excluded from participation in,be denied the benefits of, or be otherwise subjected to discrimination with regard to any facility located wholly or in part on, over, or under such lands hereby conveyed [,] [and]* (2)that the Recipient will use the lands and interests in lands and interests in lands so conveyed, in compliance with all requirements imposed by or pursuant to Title 49, Code of Federal Regulations,U.S. Department of Transportation, Subtitle A,Office of the Secretary, Part 21,Non- discrimination in Federally-assisted programs of the U.S. Department of Transportation, Effectuation of Title VI of the Civil Rights Act of 1964, and as said Regulations and Acts may be amended[, and(3)that in the event of breach of any of the above-mentioned non-discrimination conditions, the Department will have a right to enter or re-enter said lands and facilities on said land, and that above described land and facilities will thereon revert to and vest in and become the absolute property of the U.S. Department of Transportation and its assigns as such interest existed prior to this instruction].* B-8 (*Reverter clause and related language to be used only when it is determined that such a clause is necessary in order to make clear the purpose of Title VI.) B-9 APPENDIX C CLAUSES FOR TRANSFER OF REAL PROPERTY ACQUIRED OR IMPROVED UNDER THE ACTIVITY,FACILITY,OR PROGRAM The following clauses will be included in deeds, licenses, leases,permits, or similar instruments entered into by the Recipient pursuant to the provisions of Specific Assurance 7(a): A. The(Recipient, lessee,permittee, etc. as appropriate) for himself/herself,his/her heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree [in the case of deeds and leases add"as a covenant running with the land"] that: 1. In the event facilities are constructed, maintained, or otherwise operated on the property described in this (deed, license, lease,permit, etc.) for a purpose for which a U.S. Department of Transportation activity, facility, or program is extended or for another purpose involving the provision of similar services or benefits,the(Recipient, licensee,lessee,permittee, etc.)will maintain and operate such facilities and services in compliance with all requirements imposed by the Acts and Regulations(as may be amended) such that no person on the grounds of race, color, or national origin,will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities. B. With respect to licenses, leases,permits, etc., in the event of breach of any of the above Non- discrimination covenants,Recipient will have the right to terminate the(lease, license, permit, etc.) and to enter,re-enter, and repossess said lands and facilities thereon,and hold the same as if the(lease, license,permit, etc.)had never been made or issued.* C. With respect to a deed, in the event of breach of any of the above Non-discrimination covenants,the Recipient will have the right to enter or re-enter the lands and facilities thereon,and the above described lands and facilities will there upon revert to and vest in and become the absolute property of the Recipient and its assigns.* (*Reverter clause and related language to be used only when it is determined that such a clause is necessary to make clear the purpose of Title VI.) B-10 APPENDIX D CLAUSES FOR CONSTRUCTION/USE/ACCESS TO REAL PROPERTY ACQUIRED UNDER THE ACTIVITY,FACILITY OR PROGRAM The following clauses will be included in deeds,licenses,permits, or similar instruments/agreements entered into by Recipient pursuant to the provisions of Specific Assurance 7(b): A. The(Recipient, licensee,permittee, etc., as appropriate)for himself/herself,his/her heirs, personal representatives, successors in interest,and assigns,as a part of the consideration hereof,does hereby covenant and agree(in the case of deeds and leases add, "as a covenant running with the land")that(1)no person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities, (2)that in the construction of any improvements on, over, or under such land, and the furnishing of services thereon,no person on the ground of race, color, or national origin,will be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination, (3)that the(Recipient, licensee,lessee, permittee, etc.)will use the premises in compliance with all other requirements imposed by or pursuant to the Acts and Regulations, as amended, set forth in this Assurance. B. With respect to (licenses, leases,permits, etc.), in the event of breach of any of the above Non-discrimination covenants,Recipient will have the right to terminate the(license,permit, etc., as appropriate) and to enter or re-enter and repossess said land and the facilities thereon, and hold the same as if said(license,permit, etc., as appropriate)had never been made or issued.* C. With respect to deeds,in the event of breach of any of the above Non-discrimination covenants, Recipient will there upon revert to and vest in and become the absolute property of Recipient and its assigns.* (*Reverter clause and related language to be used only when it is determined that such a clause is necessary to make clear the purpose of Title VI.) B-ll APPENDIX E During the performance of this contract,the contractor, for itself, its assignees, and successors in interest(hereinafter referred to as the"contractor") agrees to comply with the following non- discrimination statutes and authorities; including but not limited to: Pertinent Non-Discrimination Authorities: • Title VI of the Civil Rights Act of 1964(42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color,national origin); and 49 C.F.R. Part 21. • The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); • Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), (prohibits discrimination on the basis of sex); • Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 C.F.R. Part 27; • The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age); • Airport and Airway Improvement Act of 1982, (49 U.S.C. § 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color,national origin, or sex); • The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964,The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973,by expanding the definition of the terms"programs or activities"to include all of the programs or activities of the Federal-aid recipients, sub-recipients and contractors,whether such programs or activities are Federally funded or not); • Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the basis of disability in the operation of public entities,public and private transportation systems,places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131 — 12189) as implemented by Department of Transportation regulations at 49 C.F.R. Parts 37 and 38; • The Federal Aviation Administration's Non-discrimination statute(49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color,national origin, and sex); • Executive Order 12898,Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations,which ensures nondiscrimination against minority populations by discouraging programs,policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; • Executive Order 13166,Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency(LEP). To ensure compliance with Title VI,you must take reasonable steps to ensure that LEP persons have meaningful access to your programs(70 Fed. Reg. at 74087 to 74100); B-12 • Title IX of the Education Amendments of 1972, as amended,which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. § 1681 et seq). B-13 TERM B.2 CERTIFICATION REGARDING DEBARMENT, SUSPENSION,AND OTHER RESPONSIBILITY MATTERS--PRIMARY COVERED TRANSACTIONS 2 C.F.R. Parts 180 and 1200 These assurances and certifications are applicable to all Federal-aid construction contracts, design-build contracts, subcontracts, lower-tier subcontracts,purchase orders, lease agreements, consultant contracts or any other covered transaction requiring FRA approval or that is estimated to cost$25,000 or more—as defined in 2 C.F.R. Parts 180 and 1200. By signing and submitting the Technical Application and by entering into this agreement under the FY 2022 RAISE grant program,the Recipient is providing the assurances and certifications for First Tier Participants and Lower Tier Participants in the FY 2022 RAISE Grant, as set out below. 1. Instructions for Certification—First Tier Participants: a. The prospective first tier participant is providing the certification set out below. b. The inability of a person to provide the certification set out below will not necessarily result in denial of participation in this covered transaction. The prospective first tier participant shall submit an explanation of why it cannot provide the certification set out below. The certification or explanation will be considered in connection with the department or agency's determination whether to enter into this transaction. However, failure of the prospective first tier participant to furnish a certification or an explanation shall disqualify such a person from participation in this transaction. c. The certification in this clause is a material representation of fact upon which reliance was placed when the contracting agency determined to enter into this transaction. If it is later determined that the prospective participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government,the contracting agency may terminate this transaction for cause of default. d. The prospective first tier participant shall provide immediate written notice to the contracting agency to whom this proposal is submitted if any time the prospective first tier participant learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. e. The terms"covered transaction,""civil judgment," "debarred,""suspended,""ineligible," "participant,""person,""principal,"and"voluntarily excluded,"as used in this clause,are defined in 2 C.F.R. Parts 180 and 1200. "First Tier Covered Transactions"refers to any covered transaction between a Recipient or subrecipient of Federal funds and a participant(such as the prime or general contract). "Lower Tier Covered Transactions"refers to any covered transaction under a First Tier Covered Transaction(such as subcontracts). "First Tier Participant"refers to B-14 the participant who has entered into a covered transaction with a Recipient or subrecipient of Federal funds (such as the prime or general contractor). "Lower Tier Participant"refers to any participant who has entered into a covered transaction with a First Tier Participant or other Lower Tier Participants(such as subcontractors and suppliers). f. The prospective first tier participant agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended,declared ineligible,or voluntarily excluded from participation in this covered transaction,unless authorized by the department or agency entering into this transaction. g. The prospective first tier participant further agrees by submitting this proposal that it will include the clause titled"Certification Regarding Debarment, Suspension,Ineligibility and Voluntary Exclusion-Lower Tier Covered Transactions,"provided by the department or contracting agency, entering into this covered transaction, without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions exceeding the $25,000 threshold. h. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction,unless it knows that the certification is erroneous.A participant is responsible for ensuring that its principals are not suspended, debarred, or otherwise ineligible to participate in covered transactions. To verify the eligibility of its principals, as well as the eligibility of any lower tier prospective participants, each participant may,but is not required to, check the System for Award Management website (https://www.sam.gov/), which is compiled by the General Services Administration. i.Nothing contained in the foregoing shall be construed to require the establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of the prospective participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. j. Except for transactions authorized under paragraph(f) of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government,the department or agency may terminate this transaction for cause or default. Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion— First Tier Participants: a. The prospective first tier participant certifies to the best of its knowledge and belief,that it and its principals: B-15 (1)Are not presently debarred, suspended,proposed for debarment, declared ineligible, or voluntarily excluded from participating in covered transactions by any Federal department or agency; (2)Have not within a three-year period preceding this proposal been convicted of or had a civil judgment, including a civil settlement,rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public(Federal, State or local)transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement,theft, forgery,bribery, falsification or destruction of records,making false statements, or receiving stolen property; (3)Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity(Federal, State or local)with commission of any of the offenses enumerated in paragraph(a)(2) of this certification; and (4)Have not within a three-year period preceding this application/proposal had one or more public transactions(Federal, State or local)terminated for cause or default. b. Where the prospective participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. 2. Instructions for Certification-Lower Tier Participants: (Applicable to all subcontracts,purchase orders and other lower tier transactions requiring prior FRA approval or estimated to cost$25,000 or more-2 C.F.R. Parts 180 and 1200) a. The prospective lower tier participant is providing the certification set out below. b. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government,the department, or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment. c. The prospective lower tier participant shall provide immediate written notice to the person to which this proposal is submitted if at any time the prospective lower tier participant learns that its certification was erroneous by reason of changed circumstances. d. The terms"covered transaction,""civil settlement,""debarred,""suspended,""ineligible," "participant,""person,""principal,"and"voluntarily excluded,"as used in this clause, are defined in 2 C.F.R. Parts 180 and 1200. You may contact the person to which this proposal is submitted for assistance in obtaining a copy of those regulations. "First Tier Covered Transactions"refers to any covered transaction between a Recipient or subrecipient of Federal funds and a participant(such as the prime or general contract). "Lower Tier Covered Transactions"refers to any covered transaction under a First Tier Covered Transaction(such as subcontracts). "First Tier Participant"refers to the participant who has entered into a covered B-16 transaction with a Recipient or subrecipient of Federal funds (such as the prime or general contractor). "Lower Tier Participant"refers any participant who has entered into a covered transaction with a First Tier Participant or other Lower Tier Participants (such as subcontractors and suppliers). e. The prospective lower tier participant agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible,or voluntarily excluded from participation in this covered transaction,unless authorized by the department or agency with which this transaction originated. f. The prospective lower tier participant further agrees by submitting this proposal that it will include this clause titled"Certification Regarding Debarment, Suspension,Ineligibility and Voluntary Exclusion-Lower Tier Covered Transaction,"without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions exceeding the $25,000 threshold. g. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction,unless it knows that the certification is erroneous.A participant is responsible for ensuring that its principals are not suspended, debarred, or otherwise ineligible to participate in covered transactions. To verify the eligibility of its principals, as well as the eligibility of any lower tier prospective participants, each participant may,but is not required to, check the System for Award Management website (https://www.sam.gov/),which is compiled by the General Services Administration. h.Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. i. Except for transactions authorized under paragraph e of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government,the depai tinent or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment. Certification Regarding Debarment, Suspension,Ineligibility and Voluntary Exclusion-- Lower Tier Participants: 1. The prospective lower tier participant certifies,by submission of this proposal,that neither it nor its principals is presently debarred, suspended,proposed for debarment, declared ineligible, or voluntarily excluded from participating in covered transactions by any Federal department or agency. B-17 2. Where the prospective lower tier participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. B-18 TERM B.3 REQUIREMENTS REGARDING DELINQUENT TAX LIABILITY OR A FELONY CONVICTION UNDER ANY FEDERAL LAW As required by sections 744 and 745 of Title VII, Division E of the Consolidated Appropriations Act, 2022, Pub. L. No. 117-103 (Mar. 15,2022), and implemented through USDOT Order 4200.6,the funds provided under this award shall not be used to enter into a contract, memorandum of understanding, or cooperative agreement with, make a grant to, or provide a loan or loan guarantee to, any corporation that: (1) Has any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability, where the awarding agency is aware of the unpaid tax liability, unless a Federal agency has considered suspension or debarment of the corporation and made a determination that suspension or debarment is not necessary to protect the interests of the Government; or (2) Was convicted of a felony criminal violation under any Federal law within the preceding 24 months,where the awarding agency is aware of the conviction,unless a Federal agency has considered suspension or debarment of the corporation and made a determination that suspension or debarment is not necessary to protect the interests of the Government. The Recipient therefore agrees: 1. Definitions.For the purposes of this exhibit, the following definitions apply: "Covered Transaction"means a transaction that uses any funds under this award and that is a contract,memorandum of understanding, cooperative agreement,grant, loan,or loan guarantee. "Felony Conviction"means a conviction within the preceding 24 months of a felony criminal violation under any Federal law and includes conviction of an offense defined in a section of the United States Code that specifically classifies the offense as a felony and conviction of an offense that is classified as a felony under 18 U.S.C. 3559. "Participant"means the Recipient, an entity who submits a proposal for a Covered Transaction, or an entity who enters into a Covered Transaction. "Tax Delinquency"means an unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted, or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability. B-19 2. Mandatory Check in the System for Award Management. Before entering a Covered Transaction with another entity, a Participant shall check the System for Award Management (the"SAM") at http://www.sam.gov/for an entry describing that entity. 3. Mandatory Certifications.Before entering a Covered Transaction with another entity, a Participant shall require that entity to: (1) Certify whether the entity has a Tax Delinquency; and (2) Certify whether the entity has a Felony Conviction. 4 Prohibition.If (1) the SAM entry for an entity indicates that the entity has a Tax Delinquency or a Federal Conviction; (2) an entity provides an affirmative response to either certification in section 3; or (3) an entity's certification under section 3 was inaccurate when made or became inaccurate after being made then a Participant shall not enter or continue a Covered Transaction with that entity unless the USDOT has determined in writing that suspension or debarment of that entity are not necessary to protect the interests of the Government. 5. Mandatory Notice to the USDOT. (a) If the SAM entry for a Participant indicates that the Participant has a Tax Delinquency or a Felony Conviction,the Recipient shall notify the USDOT in writing of that entry. (b) If a Participant provides an affirmative response to either certification in section 1,the Recipient shall notify the USDOT in writing of that affirmative response. (c) If the Recipient knows that a Participant's certification under section 1 was inaccurate when made or became inaccurate after being made,the Recipient shall notify the USDOT in writing of that inaccuracy. 6. Flow Down. For all Covered Transactions, including all tiers of subcontracts and subawards, the Recipient shall: (1) require the SAM check in section 2; (2) require the certifications in section 3; (3) include the prohibition in section 4; and B-20 (4) require all Participants to notify the Recipient in writing of any information that would require the Recipient to notify the USDOT under section 5. B-21 TERM B.4 RECIPIENT POLICY TO BAN TEXT MESSAGING WHILE DRIVING (a)Definitions. The following definitions are intended to be consistent with the definitions in DOT Order 3902.10, Text Messaging While Driving (Dec. 30,2009) and Executive Order 13513, Federal Leadership on Reducing Text Messaging While Driving(Oct. 1,2009). For clarification purposes,they may expand upon the definitions in the executive order. For the purpose of this Term B.4, "Motor Vehicles"means any vehicle, self-propelled or drawn by mechanical power, designed and operated principally for use on a local, State or Federal roadway,but does not include a military design motor vehicle or any other vehicle excluded under Federal Management Regulation 102-34-15. For the purpose of this Term B.4, "Driving"means operating a motor vehicle on a roadway, including while temporarily stationary because of traffic congestion, a traffic signal, a stop sign, another traffic control device, or otherwise. It does not include being in your vehicle(with or without the motor running) in a location off the roadway where it is safe and legal to remain stationary. For the purpose of this Term B.4, "Text messaging"means reading from or entering data into any handheld or other electronic device (including,but not limited to, cell phones,navigational tools, laptop computers, or other electronic devices), including for the purpose of Short Message Service (SMS)texting, e-mailing, instant messaging, obtaining navigational information, or engaging in any other form of electronic data retrieval or electronic data communication. The term does not include the use of a cell phone or other electronic device for the limited purpose of entering a telephone number to make an outgoing call or answer an incoming call,unless this practice is prohibited by State or local law. The term also does not include glancing at or listening to a navigational device that is secured in a commercially designed holder affixed to the vehicle,provided that the destination and route are programmed into the device either before driving or while stopped in a location off the roadway where it is safe and legal to remain stationary. For the purpose of this Term B.4,the"Government"includes the United States Government and State, local, and tribal governments at all levels. (b) Workplace Safety. In accordance with Executive Order 13513, Federal Leadership on Reducing Text Messaging While Driving (Oct. 1, 2009) and DOT Order 3902.10,Text Messaging While Driving(Dec. 30, 2009),the Recipient, subrecipients, contractors, and subcontractors are encouraged to: (1) adopt and enforce workplace safety policies to decrease crashes caused by distracted drivers including policies to ban text messaging while driving— (i) Company-owned or-rented vehicles or Government-owned, leased or rented vehicles; or (ii)Privately-owned vehicles when on official Government business or when performing any work for or on behalf of the Government. B-22 (2) Conduct workplace safety initiatives in a manner commensurate with the size of the business, such as— (i) Establishment of new rules and programs or re-evaluation of existing programs to prohibit text messaging while driving; and (ii)Education, awareness, and other outreach to employees about the safety risks associated with texting while driving. (c)Subawards and Contracts. To the extent permitted by law,the Recipient shall insert the substance of this exhibit, including this paragraph(c), in all Subawards, contracts, and subcontracts under this award that exceed the micro-purchase threshold, other than contracts and subcontracts for the acquisition of commercially available off-the-shelf items. B-23 111 eveiell U.S Department of Transportation Federal Railroad Administration Grant Agreement 1. RECIPIENT NAME AND ADDRESS CITY OF SPOKANE VALLEY 2. AGREEMENT NUMBER: 69A36524420020RLDWA 3. AMENDMENT NO. 0 10210 E Sprague Ave 4. PROJECT PERFORMANCE PERIOD: FROM 09/01/2024 TO 07/31/2031 Spokane Valley,WA 99206-3682 5. FEDERAL FUNDING PERIOD: FROM 09/01/2024 TO 07/31/2031 IA. IRS/VENDOR NO. 710914170 6. PRE-AWARD AUTHORITY? Yes 6A. PRE-AWARD DATE(MM/DD/YYYY)06/15/2024 lB. UEI.NSU3DBMM7JN9 IC.DUNS. 168240617 7. ACTION New 8. CFDA#: 20.314 TITLE FEDERAL NON-FEDERAL TOTAL 9. PROJECT TITLE 10. PREVIOUS Pines Road/BNSF Grade Separation Project AGREEMENTS 0.00 0.00 0.00 11. THIS 6,404,600.00 999,562.00 7,404,162.00 AGREEMENT 12. TOTAL 6,404,600.00 999,562.00 7,404,162.00 AGREEMENT 12A.OTHER FEDERAL FUNDING 26,689,221.00 13. INCORPORATED ATTACHMENTS THIS AGREEMENT INCLUDES THE FOLLOWING ATTACHMENTS,INCORPORATED HEREIN AND MADE A PART HEREOF: General Terms and Conditions,Attachment 1;Project Specific Terms and Conditions,Attachment 2;Exhibits,Attachment 3 14. STATUTORY AUTHORITY FOR GRANT/COOPERATIVE AGREEMENT 23 U.S.C.133;23 U.S.C.149/Infrastructure Investment and Jobs Act,Division J,Title XIII(Public Law 117-58(2021)) 15. REMARKS GRANTEE ACCEPTANCE AGENCY APPROVAL 16. NAME AND TITLE OF AUTHORIZED GRANTEE OFFICIAL 18. NAME AND TITLE OF AUTHORIZED FRA OFFICIAL Mr.William Helbig Jamie Rennert Community&Public Works Director Director,Regional Outreach&Project Delivery 17. SIGNATURE OF AUTHORIZED GRANTEE OFFICIAL 17A. DATE 19. SIGNATURE OF AUTHORIZED FRA OFFICIAL 19A. DATE Electronically Signed 09/27/2024 Electronically Signed 09/27/2024 AGENCY USE ONLY 20. OBJECT CLASS CODE: 41010 21. ORGANIZATION CODE: 9000000000 22. ACCOUNTING CLASSIFICATION CODES DOCUMENT NUMBER FUND BY BPAC AMOUNT 69A36524420020RLDWA 27X8083024 2024 3119240002 1,525,600.00 69A36524420020RLDWA 27X8083024 2024 3109245AD0 4,879,000.00 Page 1 AWARD ATTACHMENTS CITY OF SPOKANE VALLEY 69A36524420020RLDWA 1. General Terms and Conditions,Attachment 1 2. Project Specific Terms and Conditions,Attachment 2 3. Exhibits,Attachment 3 ATTACHMENT 1 GENERAL TERMS AND CONDITIONS UNDER THE CONGESTION MITIGATION AND AIR QUALITY IMPROVEMENT(CMAQ)AND SURFACE TRANSPORTATION BLOCK GRANT (STBG)PROGRAMS FRA PROJECTS September 2024 1 of 26 Table of Contents ARTICLE 1 Purpose 5 1. Purpose. 5 ARTICLE 2 USDOT Role 5 1. Division of USDOT Responsibilities. 5 2. FRA Contacts. 6 ARTICLE 3 Recipient Role 6 1. Statements on the Project. 6 2. Statements on Authority and Capacity 6 3. FRA Reliance. 6 5. Rights and Powers Affecting the Project. 7 ARTICLE 4 Award Amount, Obligation, and Time Periods 7 1. Federal Award Amount. 7 2. Federal Funding Source 7 3. Federal Obligations. 7 4. Budget Period. 7 5. Period of Performance 7 ARTICLE 5 Statement of Work, Schedule, and Budget Changes 8 1. Notification Requirement. 8 2. Scope and Statement of Work Changes. 8 3. Schedule Changes. 8 4. Budget Changes 8 5. FRA Acceptance of Changes. 10 ARTICLE 6 General Reporting Terms 10 1. Reporting Methods. 10 2. Paperwork Reduction Act Notice 10 ARTICLE 7 Progress and Financial Reporting 10 1. Quarterly Project Progress Reports and Recertifications. 10 2. Final Progress Reports and Financial Information 11 ARTICLE 8 Noncompliance and Remedies 11 1. Noncompliance Determinations. 11 2. Remedies. 12 3. Other Oversight Entities. 13 ARTICLE 9 Agreement Termination 13 1. USDOT Termination. 13 2. Closeout Termination. 14 3. Post-Termination Adjustments 14 4. Non-Terminating Events. 14 5. Other Remedies. 14 ARTICLE 10 Monitoring, Financial Management, Controls, and Records 14 1. Recipient Monitoring and Record Retention. 14 2. Financial Records and Audits. 15 3. Internal Controls 15 4. USDOT Record Access 15 5. Oversight Responsibilities 15 2 of 26 ARTICLE 11 Contracting and Subawards 16 1. Minimum Wage Rates 16 2. Buy America. 16 3. Small and Disadvantaged Business Requirements 16 4. Engineering and Design Services 16 5. Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment. 17 6. Pass-through Entity Responsibilities 17 7. Subaward and Contract Authorization. 17 ARTICLE 12 Costs,Payments, and Unexpended Funds 17 1. Limitation of Federal Award Amount 17 2. Projects Costs. 17 3. Timing of Project Costs 17 4. Recipient Recovery of Federal Funds. 18 5. Unexpended Federal Funds. 18 6. Timing of Payments to the Recipient. 18 7. Payment Method. 18 8. Information Supporting Expenditures. 18 9. Reimbursement Request Timing Frequency. 19 ARTICLE 13 Liquidation Adjustments, and FUNDS 19 1. Liquidation of Recipient Obligations. 19 2. Funds. 19 ARTICLE 14 Agreement Modifications 19 1. Bilateral Modifications 19 2. USDOT Unilateral Modifications. 19 3. Other Modifications. 20 ARTICLE 15 Federal Financial Assistance, Administrative, and National Policy Requirements20 1. Uniform Administrative Requirements for Federal Awards 20 2. Federal Law and Public Policy Requirements. 20 3. Federal Freedom of Information Act. 20 4. History of Performance. 20 5. Whistleblower Protection. 20 6. External Award Terms and Obligations 21 7. Incorporated Certifications 21 ARTICLE 16 Assignment 21 1. Assignment Prohibited. 21 ARTICLE 17 Waiver 22 1. Waivers 22 ARTICLE 18 Additional Terms and Conditions 22 1. Disclaimer of Federal Liability. 22 2. Relocation and Real Property Acquisition. 22 3. Equipment Disposition. 22 4. Environmental Review. 23 5. Project Maintenance Requirement. 24 ARTICLE 19 Mandatory Award Information 24 1. Information Contained in a Federal Award 24 3 of 26 2. Federal Award Identification Number. 24 3. Recipient's Unique Entity Identifier. 24 ARTICLE 20 Construction and Definitions 25 1. Attachments 25 2. Exhibits 25 3. Construction. 25 4. Integration. 25 5. Definitions. 25 ARTICLE 21 Agreement Execution and Effective Date 26 1. Counterparts. 26 2. Effective Date 26 4 of 26 General Terms and Conditions The Infrastructure Investment and Jobs Act, div. A section 11101(a)(1),Pub. L.No. 117-58 (Nov. 15, 2021) (the"IIJA")made funds available to the United States Department of Transportation(the"USDOT") for fiscal year 2024 to carry out 23 U.S.C. 149 by providing Federal financial assistance for projects for the congestion mitigation and air quality improvement("CMAQ")and 23 U.S.C. 133 by providing Federal financial assistance for projects under the Surface Transportation Block Grant("STBG")programs. This Grant Agreement("Agreement") is between the Federal Railroad Administration ("FRA") and the "Recipient" identified in Attachment 2: Project-Specific Terms and Conditions. This Agreement, including the Agreement cover sheet, this Attachment 1, Attachment 2,and Exhibits constitutes the entire Agreement between FRA and the Recipient regarding the Project as defined in Attachment 2. This Agreement is governed by and subject to 2 C.F.R. part 200,Uniform Administrative Requirements,Cost Principals and Audit Requirements for Federal Awards, and the USDOT implementing regulations at 2 C.F.R. part 1201. ARTICLE 1 PURPOSE 1. Purpose. The purpose of this award is to fund an eligible project for CMAQ and STBG programs. The parties will accomplish that purpose by achieving the following objectives: (a) timely completing the Project; and (b) ensuring that this award does not substitute for non-Federal investment in the Project, except as stated in this Agreement. ARTICLE 2 USDOT ROLE 1. Division of USDOT Responsibilities. (a) The FRA will administer this Agreement on behalf of the Federal Highway Administration(the"FHWA"). In this agreement,the "Administering Operating Administration" means the FRA. (b) The FHWA will provide technical assistance as requested by FRA in support of this Agreement. 5 of 26 2. FRA Contacts. FRA Office of Railroad Development Federal Railroad Administration 1200 New Jersey Ave, SE Washington, DC 20590 (202)493-6381 FRA-Grants@dot.gov ARTICLE 3 RECIPIENT ROLE 1. Statements on the Project.The Recipient states that all material statements of fact in the application and SAM.gov and made to FRA in negotiating this agreement were accurate when submitted; and 2. Statements on Authority and Capacity. The Recipient states that: (a) it has the authority to receive Federal financial assistance under this agreement; (b) it has the legal authority to complete the Project; (c) it has the capacity, including institutional, managerial, and financial capacity, to comply with its obligations under this agreement; (d) is the Agreement Non-Federal Funds and Other Non-federal Funds listed in Article 6 of Attachment 2 of this Agreement are committed to fund the Project; (e) it has sufficient funds available to ensure that infrastructure completed or improved under this agreement will be operated and maintained in compliance with this agreement and applicable Federal law; and (f) the individual executing this agreement on behalf of the Recipient has authority to enter this agreement and make the statements in this agreement on behalf of the Recipient. 3. FRA Reliance. The Recipient acknowledges that: (a) the FRA relied on statements of fact in the application and SAM.gov to administer this award; (b) the FRA relied on statements of fact in both the application and this Agreement to determine that the Recipient and the Project are eligible under the terms of 23 U.S.C. 133 and 23 U.S.C. 149; 6 of 26 (c) the FRA relied on statements of fact in both the application and this Agreement to establish the terms of this agreement; and 4. Project Delivery. (a) The Recipient shall complete the Project under the terms of this Agreement. (b) The Recipient shall ensure that the Project is financed, constructed,operated, and maintained in accordance with all applicable Federal laws,regulations, and policies. 5. Rights and Powers Affecting the Project. (a) The Recipient shall not take or permit any action that deprive it of any rights or powers necessary to the Recipient's performance under this Agreement without written approval of the FRA. (b) The Recipient shall act promptly, in a manner acceptable to the FRA,to acquire, extinguish,or modify any outstanding rights or claims of right of others that would interfere with the Recipient's performance under this agreement. ARTICLE 4 AWARD AMOUNT, OBLIGATION,AND TIME PERIODS 1. Federal Award Amount.FRA hereby awards an CMAG and STBG Grant to the Recipient in the amount listed in section 6.1 of Attachment 2 of this Agreement as the Agreement Federal Funds. 2. Federal Funding Source. The CMAQ and STBG Grant is from CMAQ and STBG programs contract authority that was made available at IIJA div. A § 11101(a)(1)(C). 3. Federal Obligations. This agreement obligates for the budget period the amount listed in section 6.1 of Attachment 2 of this Agreement as the Agreement Federal Funds. 4. Budget Period.The budget period for this award begins on the date of this Agreement and ends on the budget period end date that is listed as the"Federal Funding Period" in ¶5 on the agreement cover sheet. In this Agreement,"budget period" is used as defined at 2 C.F.R. 200.1. 5. Period of Performance. The period of performance for this award is listed as the "Project Performance Period" in¶4 on the Agreement cover sheet. In this Agreement, "period of performance" is used as defined at 2 C.F.R. 200.1. 7 of 26 ARTICLE 5 STATEMENT OF WORK,SCHEDULE,AND BUDGET CHANGES 1. Notification Requirement.The Recipient shall notify the FRA Grant Manager and Project Manager in writing within 30 calendar days of any change in circumstances or commitments that adversely affect the Recipient's plan to complete the Project. In that notification, the Recipient shall describe the change and what actions the Recipient has taken or plans to take to ensure completion of the Project. This notification requirement is separate from any requirements under this Article 0 that the Recipient request modification of this agreement. 2. Scope and Statement of Work Changes. If the Project's activities differ from the activities described in Article 4 of Attachment 2 of this Agreement, then the Recipient will notify FRA in writing of the change,which may require an amendment to this agreement. 3. Schedule Changes. If one or more of the following conditions are satisfied,then the Recipient shall request a modification of this agreement to update the Estimated Project Schedule in Article 5 of Attachment 2 of this Agreement: (a) a completion date for the Project or a component of the Project is listed in update the Estimated Project Schedule in Article 5 of Attachment 2 of this Agreement and the Recipient's estimate for that milestone changes to a date that is more than six months after the date listed; (b) a schedule change would require the budget period to continue after the end of the budget period defined in article 4 section 4 of this Attachment 1; or (c) a schedule change would require the period of performance to continue after the end of the period of performance defined in article 4 section 5. For other schedule changes,the Recipient shall notify the Grant Manager and Project Manager in writing and follow the applicable procedures of the Administering Operating Administration. 4. Budget Changes. (a) The Recipient acknowledges that if the cost of completing the Project increases: (1) that increase does not affect the Recipient's obligation under this agreement to complete the Project; (2) any additional funds the Recipient contributes to complete the Project are subject to the requirements of this Agreement in the same manner as the Non-Federal Funds identified in article 6 of Attachment 2 of this Agreement; and 8 of 26 (2) FRA will not increase the amount of this award to address any funding shortfall. (b) The Recipient shall notify FRA in writing if: (1) the amount of the total Project cost as described in article 6 of Attachment 2 of this Agreement increases,which may result in an amendment to this Agreement; (2) the amount of the total Project cost as described in article 6 of Attachment 2 of this Agreement decreases,which may result in an amendment to this Agreement; or (3) the amount of the Non-Federal Funds decreases from what is identified in article 6 of Attachment 2 of this Agreement,which may result in an amendment to this Agreement. (c) For all other budget changes,the Recipient shall follow the applicable procedures of the Administering Operating Administration and document the changes in writing. (d) If there are Project Cost Savings,then the Recipient may propose to the FRA, in writing consistent with the Administering Operating Administration's requirements, to include in the Project specific additional activities that are within the scope of this award, and that the Recipient could complete with the Project Cost Savings. In this agreement, "Project Cost Savings"means the difference between the actual eligible project costs and the total eligible project costs that are listed in the "Project Budget by Source"table in article 6 of Attachment 2 of this Agreement, but only if the actual eligible project costs are less than the total eligible project costs that are listed in the "Project Budget by Source"table in article 6 of Attachment 2 of this Agreement. There are no Project Cost Savings if the actual eligible project costs are equal to or greater than the total eligible project costs that are listed in the "Project Budget by Source"table in article 6 of Attachment 2 of this Agreement. (e) If there are Project Cost Savings and either the Recipient does not make a proposal under article 5 section 4(d) of this Attachment 1 or the FRA does not accept the Recipient's proposal under article 5 section 4(d)of this Attachment 1, then: (1) in a request under article 5 section 4(b),the Recipient shall reduce the Federal Share by the Project Cost Savings,which may result in an amendment to this Agreement; and 9 of 26 (2) if that modification reduces this award and the FRA had reimbursed costs exceeding the revised award, the Recipient shall refund to the FRA the difference between the reimbursed costs and the revised award. In this agreement, "Federal Share"means the sum of the total "Agreement Federal Funds"and"Other Federal Funds"amounts that are listed in article 6 of Attachment 2 of this Agreement. (f) The Recipient acknowledges that amounts that are required to be refunded under this section constitute a debt to the Federal Government that the FRA may collect under 2 C.F.R. 200.346 and the Federal Claims Collection Standards (31 C.F.R. parts 900-999). 5. FRA Acceptance of Changes.The FRA may accept or reject modifications requested under this article 0, and in doing so may elect to consider only the interests of the CMAQ and STBG programs and the USDOT. The Recipient acknowledges that requesting a modification under this article 0 does not amend, modify, or supplement this agreement unless the FRA accepts that modification request and the parties modify this agreement under article 14 section 1 of this Attachment 1. ARTICLE 6 GENERAL REPORTING TERMS 1. Reporting Methods. The Administering Operating Administration may establish processes for the Recipient to submit reports required by this agreement, including electronic submission processes. If the Recipient is notified of those processes in writing, the Recipient shall use the processes required by the Administering Operating Administration. 2. Paperwork Reduction Act Notice.Under 5 C.F.R. 1320.6,the Recipient is not required to respond to a collection of information that does not display a currently valid control number issued by the Office of Management and Budget(the"OMB"). Notwithstanding any other term of this agreement,the due date for any information collections required under this agreement, including the reporting requirements in article 0, is the later of(1) the due date stated with the requirement and(2)the 30th day after OMB approves that information collection. ARTICLE 7 PROGRESS AND FINANCIAL REPORTING 1. Quarterly Project Progress Reports and Recertifications. (a) On or before the 30th day of the first month of each calendar year quarter and until the end of the period of performance,the Recipient shall submit to FRA through 10 of 26 GrantSolutions a complete FRA Form 341 Quarterly Project Progress Report and Recertification that contains, for the previous quarter: (1) a certification that the Recipient is in compliance with 2 C.F.R. 200.303 (Internal Controls) and 2 C.F.R. Part 200, Subpart F(Audit Requirements); and (2) the certification required under 2 C.F.R. 200.415(a). If the date of this agreement is in the final month of a calendar year quarter,then the Recipient shall submit the first Quarterly Project Progress Report and Recertification in the second calendar year quarter that begins after the date of this agreement. (b) On or before the 30th day of the first month of each calendar year quarter and until the end of the period of performance,the Recipient shall submit to FRA through GrantSolutions a Federal Financial Report(SF-425)covering the previous calendar year quarter. 2. Final Progress Reports and Financial Information.No later than 120 days after the end of the period of performance, the Recipient shall submit (a) a final Quarterly Project Progress Report and Recertification in the format and with the content described in article 7 section 1(a) for each Quarterly Project Progress Report and Recertification; (b) a final SF-425 through GrantSolutions; (c) a Final Performance Report FRA Form 332 as provided by FRA; and (d) any other information required under the Administering Operating Administration's award closeout procedures. ARTICLE 8 NONCOMPLIANCE AND REMEDIES 1. Noncompliance Determinations. (a) If the USDOT determines that the Recipient may have failed to comply with the United States Constitution, Federal law, or the terms and conditions of this agreement,the USDOT may notify the Recipient of a proposed determination of noncompliance. For the notice to be effective, it must be written and the USDOT must include an explanation of the nature of the noncompliance, describe a remedy, state whether that remedy is 1 FRA Form 34 is available at https://railroads.dot.gov/grant-administration/reporting-requirements/fra-reports z FRA Form 33 is available at https://railroads.dot.gov/grant-administration/reporting-requirements/fra-reports 11 of 26 proposed or effective at an already determined date,and describe the process through and form in which the Recipient may respond to the notice. (b) If the USDOT notifies the Recipient of a proposed determination of noncompliance under article 8 section 1(a),the Recipient may,not later than 7 calendar days after the notice, respond to that notice in the form and through the process described in that notice. In its response, the Recipient may: (1) accept the remedy; (2) acknowledge the noncompliance,but propose an alternative remedy; or (3) dispute the noncompliance. To dispute the noncompliance, the Recipient must include in its response documentation or other information supporting the Recipient's compliance. (c) The USDOT may make a fmal determination of noncompliance only: (1) after considering the Recipient's response under article 8 section 1(b); or (2) if the Recipient fails to respond under article 8 section 1(b), after the time for that response has passed. (d) To make a fmal determination of noncompliance,the USDOT must provide a notice to the Recipient that states the bases for that determination. 2. Remedies. (a) If the USDOT makes a final determination of noncompliance under article 8 section 1, the USDOT may impose a remedy, including: (1) additional conditions on the award; (2) any remedy permitted under 2 C.F.R. 200.339-200.340, including withholding of payments; disallowance of previously reimbursed costs,requiring refunds from the Recipient to the USDOT; suspension or termination of the award; or suspension and disbarment under 2 C.F.R. part 180; or (3) any other remedy legally available. (b) To impose a remedy,the USDOT must provide a written notice to the Recipient that describes the remedy,but the USDOT may make the remedy effective before the Recipient receives that notice. (c) If the USDOT determines that it is in the public interest,the USDOT may impose a remedy, including all remedies described in article 8 section 2(a),before making a final determination of noncompliance under article 8 section 1. If it does so,then the notice 12 of 26 provided under article 8 section 1(d)must also state whether the remedy imposed will continue,be rescinded, or modified. (d) In imposing a remedy under this article 8 section 2 or making a public interest determination under article 8 section 2(c),the USDOT may elect to consider the interests of only the USDOT. (e) The Recipient acknowledges that amounts that the USDOT requires the Recipient to refund to the USDOT due to a remedy under this article 8 section 2 constitute a debt to the Federal Government that the USDOT may collect under 2 C.F.R. 200.346 and the Federal Claims Collection Standards (31 C.F.R. parts 900-999). 3. Other Oversight Entities.Nothing in this article 8 limits any party's authority to report activity under this agreement to the United States Department of Transportation Inspector General or other appropriate oversight entities. ARTICLE 9 AGREEMENT TERMINATION 1. USDOT Termination. (a) The USDOT may terminate this agreement and all of its obligations under this agreement if any of the following occurs: (1) the Recipient fails to obtain or provide any non- CMAQ or STBG Grant contribution or alternatives approved by the USDOT as provided in this agreement and consistent with Article 6 of Attachment 2 to this Agreement; (2) a completion date for the Project or a component of the Project is listed in Article 5 of Attachment 2 to this Agreement and the Recipient fails to meet that milestone by six months after the date listed in Article 5 of Attachment 2 of this Agreement; (3) the Recipient fails to meet a milestone listed in Article 5 of Attachment 2 to this Agreement by the deadline date listed in that section for that milestone; (4) the Recipient fails to comply with the terms and conditions of this agreement, including a material failure to comply with the project schedule in Article 5 of Attachment 2 to this Agreement even if it is beyond the reasonable control of the Recipient; (5) circumstances cause changes to the Project that the USDOT determines are inconsistent with the basis for selecting the Project to receive CMAQ and STBG Grants; or (6) the USDOT determines that termination of this agreement is in the public interest. 13 of 26 (b) In terminating this agreement under this section, the USDOT may elect to consider only the interests of the USDOT. (c) This article 9 section 1 does not limit the USDOT's ability to terminate this agreement as a remedy under article 8 section 2 of this Attachment 1. (d) The Recipient may request that the USDOT terminate the agreement under this article 9. 2. Closeout Termination. (a) This agreement terminates on Project Closeout. (b) In this agreement,"Project Closeout"means the date that the USDOT notifies the Recipient that the award is closed out. Under 2 C.F.R. 200.344,Project Closeout should occur no later than one year after the end of the period of performance. 3. Post-Termination Adjustments. The Recipient acknowledges that under 2 C.F.R. 200.345-200.346,termination of the agreement does not extinguish the USDOT's authority to disallow costs, including costs that the USDOT reimbursed before termination, and recover funds from the Recipient. 4. Non-Terminating Events. (a) The end of the budget period described under article 4 section 4 of this Attachment 1 does not terminate this agreement or the Recipient's obligations under this agreement. (b) The end of the period of performance described under article 4 section 5 of this Attachment 1 does not terminate this agreement or the Recipient's obligations under this agreement. (c) The cancellation of funds under article 13 section 2 of this Attachment 1 does not terminate this agreement or the Recipient's obligations under this agreement. 5. Other Remedies.The termination authority under this article 9 supplements and does not limit the USDOT's remedial authority under article 8 or 2 C.F.R. part 200, including 2 C.F.R. 200.339-200.340. ARTICLE 10 MONITORING,FINANCIAL MANAGEMENT, CONTROLS,AND RECORDS 1. Recipient Monitoring and Record Retention. (a) The Recipient shall monitor activities under this award, including activities under subawards and contracts,to ensure: (1) that those activities comply with this agreement; and 14 of 26 (2) that funds provided under this award are not expended on costs that are not allowable under this award or not allocable to this award. (b)If the Recipient makes a subaward under this award,the Recipient shall monitor the activities of the subrecipient in compliance with 2 C.F.R. 200.332(d). (c) The Recipient shall retain records relevant to the award as required under 2 C.F.R. 200.334. 2. Financial Records and Audits. (a) The Recipient shall keep all project accounts and records that fully disclose the amount and disposition by the Recipient of the award funds,the total cost of the Project, and the amount or nature of that portion of the cost of the Project supplied by other sources, and any other financial records related to the project. (b) The Recipient shall keep accounts and records described under article 10 section 2(a) of this Attachment 1 in accordance with a financial management system that meets the requirements of 2 C.F.R. 200.301-200.303,2 C.F.R. 200 subpart F, and title 23,United States Code, and will facilitate an effective audit in accordance with 31 U.S.C. 7501- 7506. (c) The Recipient shall separately identify expenditures under the fiscal year 2024 CMAQ and STBG programs in financial records required for audits under 31 U.S.C. 7501-7506. Specifically,the Recipient shall: (1) list expenditures under that program separately on the schedule of expenditures of Federal awards required under 2 C.F.R. 200 subpart F, including"FY 2024" in the program name; and (2) list expenditures under that program on a separate row under Part II, Item 1 ("Federal Awards Expended During Fiscal Period")of Form SF-SAC, including "FY 2024"in column c ("Additional Award Identification"). 3. Internal Controls. The Recipient shall establish and maintain internal controls as required under 2 C.F.R. 200.303. 4. USDOT Record Access.The USDOT may access Recipient records related to this award under 2 C.F.R. 200.337. 5. Oversight Responsibilities.This award is subject to the oversight requirements of title 23,United States Code. 15 of 26 ARTICLE 11 CONTRACTING AND SUBAWARDS 1. Minimum Wage Rates. The Recipient shall include, in all contracts in excess of$2,000 for work on the Project that involves labor,provisions establishing minimum rates of wages,to be predetermined by the United States Secretary of Labor, in accordance with 23 U.S.C. 113,that contractors shall pay to skilled and unskilled labor, and such minimum rates shall be stated in the invitation for bids and shall be included in proposals or bids for the work. 2. Buy America. (a) Steel, iron,and manufactured products used in the Project are subject to 23 U.S.C. 313, as implemented by the Federal Highway Administration. The Recipient acknowledges that this agreement is neither a waiver of 23 U.S.C. 313(a)nor a finding under 23 U.S.C. 313(b). (b) Construction materials used in the Project are subject to the domestic preference requirement at § 70914 of the Build America, Buy America Act,Pub. L.No. 117-58, div. G,tit. IX, subtit. A, 135 Stat. 429, 1298 (2021), as implemented by OMB,USDOT, and FHWA. The Recipient acknowledges that this agreement is neither a waiver of § 70914(a)nor a finding under§ 70914(b). (c) Under 2 C.F.R. 200.322, as appropriate and to the extent consistent with law,the Recipient should, to the greatest extent practicable under this award,provide a preference for the purchase, acquisition, or use of goods,products, or materials produced in the United States. The Recipient shall include the requirements of 2 C.F.R. 200.322 in all subawards including all contracts and purchase orders for work or products under this award. 3. Small and Disadvantaged Business Requirements. (a) If any funds under this award are administered by or through a State Department of Transportation,the Recipient shall expend those funds in compliance with the requirements at 49 C.F.R.part 26 ("Participation by disadvantaged business enterprises in Department of Transportation financial assistance programs"). (b) If anyfunds under this award are not administe red byor througha State Department of Transportation,the Recipient shall expend those funds in compliance with the requirements at 2 C.F.R. 200.321 ("Contracting with small and minority businesses, women's business enterprises, and labor surplus area firms"). 4. Engineering and Design Services. As applicable,the Recipient shall award each contract or sub- contract for program management, construction management,planning studies, feasibility studies, architectural services,preliminary engineering, design, engineering, surveying,mapping, or related 16 of 26 services that is negotiated under the Brooks Act,40 U.S.C. 1101-1104 as implemented in 23 U.S.C. 112(b)(2), or an equivalent qualifications-based requirement prescribed for or by the Recipient and approved in writing by the USDOT. 5. Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment. Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment. The Recipient acknowledges that Section 889 of Pub. L. No. 115-232 and 2 C.F.R. 200.216 prohibit the Recipient and all subrecipients from procuring or obtaining certain telecommunications and video surveillance services or equipment under this award. Pass-through Entity Responsibilities. If the Recipient makes a subaward under this award, the Recipient shall comply with the requirements on pass-through entities under 2 C.F.R. parts 200 and 1201,including 2 C.F.R. 200.331-200.333. Subaward and Contract Authorization. [Reserved] ARTICLE 12 COSTS,PAYMENTS,AND UNEXPENDED FUNDS 1. Limitation of Federal Award Amount.Under this award, the USDOT shall not provide funding greater than the amount obligated under article 4 section 3. The Recipient acknowledges that the USDOT is not liable for payments exceeding that amount, and the Recipient shall not request reimbursement of costs exceeding that amount. 2. Projects Costs. This award is subject to the cost principles at 2 C.F.R. 200 subpart E, including provisions on determining allocable costs and determining allowable costs. 3. Timing of Project Costs. (a) The Recipient shall not charge to this award costs that are incurred after the period of performance. (b) Except as permitted under section 3(d),the Recipient shall not charge to this award costs that were incurred before the date of this agreement. (c) This agreement hereby terminates and supersedes any previous USDOT approval for the Recipient to incur costs under this award for the Project.Article 6 of Attachment 2 to this Agreement is the exclusive USDOT approval of costs incurred before the date of this agreement. 17 of 26 (d) If Article 6 of Attachment 2 to this Agreement identifies a pre-award approval under 2 C.F.R. 200.458,then the Recipient may charge to this award, for payment from the CMAQ and STBG Grant or other Federal amounts, costs that were incurred before the date of this agreement,were consistent with that approval, and would have been allowable if incurred during the budget period. 4. Recipient Recovery of Federal Funds. The Recipient shall make all reasonable efforts, including initiating litigation, if necessary, to recover Federal funds if the USDOT determines, after consultation with the Recipient,that those funds have been spent fraudulently,wastefully, or in violation of Federal laws, or misused in any manner under this award. The Recipient shall not enter a settlement or other fmal position, in court or otherwise, involving the recovery of funds under the award unless approved in advance in writing by the USDOT. 5. Unexpended Federal Funds. Any Federal funds that are awarded at article 4 section 1 but not expended on allocable, allowable costs remain the property of the United States. 6. Timing of Payments to the Recipient. (a) Reimbursement is the payment method for this award. (b) The Recipient shall not request reimbursement of a cost before the Recipient has entered into an obligation for that cost. 7. Payment Method. (a) The Recipient shall use the DELPHI elnvoicing System(https://www.dot.gov/cfo/delphi- einvoicing-system.html) to request reimbursement under this award. If the Recipient requires access to that system,the Recipient shall contact the FRA Grant Manager. (b) The USDOT may deny a payment request that is not submitted using the method identified in this article 12 section 7. 8. Information Supporting Expenditures. (a) When requesting reimbursement of costs incurred or credit for cost share incurred, the Recipient shall electronically submit the SF 270 (Request for Advance or Reimbursement)and shall submit supporting cost detail to document clearly all costs incurred. As supporting cost detail,the Recipient shall include a detailed breakout of all costs incurred by task and by Federal and Non-Federal funds. The Recipient shall classify all costs by task described in Article 4 of Attachment 2 to this Agreement and by Federal and non-Federal shares. (b) If the Recipient submits a request for reimbursement that the USDOT determines does not include or is not supported by sufficient detail,the USDOT may deny the request or withhold processing the request until the Recipient provides sufficient detail. 18 of 26 9. Reimbursement Request Timing Frequency. The Recipient shall request reimbursement as needed to maintain cash flow sufficient to timely complete the Project. The Recipient shall not submit any single payment request exceeding$99,999,999.99. The Recipient shall not submit a payment request exceeding $50,000,000.00 unless the Recipient notifies the FRA Grant Manager 5 days before submitting the request. ARTICLE 13 LIQUIDATION ADJUSTMENTS,AND FUNDS 1. Liquidation of Recipient Obligations. (a) The Recipient shall liquidate all obligations of award funds under this agreement not later than the earlier of(1) 120 days after the end of the period of performance or(2)the statutory funds cancellation date identified in article 13 section 2. (b) Liquidation of obligations and adjustment of costs under this agreement follow the requirements of 2 C.F.R. 200.344-200.346. 2. Funds. (a) CMAQ and STBG program contract authority that was made available at IIJA div. A § 11101(a)(1)(C),once obligated,remains available until expended. (c) Article 4 section 2 of this Attachment 1 identifies the specific source or sources of funding for this award. ARTICLE 14 AGREEMENT MODIFICATIONS 1. Bilateral Modifications.The parties may amend, modify, or supplement this agreement by mutual agreement in writing signed by the USDOT and the Recipient. Either party may request to amend,modify, or supplement this agreement by written notice to the other party. 2. USDOT Unilateral Modifications. (a) The USDOT may unilaterally modify this agreement to comply with Federal law, including 23 U.S.C. 133 and 23 U.S.C. 149. (b) To unilaterally modify this agreement under this article 14 section 2,the USDOT must provide a notice to the Recipient that includes a description of the modification and state the date that the modification is effective. 19 of 26 3. Other Modifications. The parties shall not amend, modify, or supplement this agreement except as permitted under this article 14. If an amendment,modification, or supplement is not permitted under this article 14, it is void. ARTICLE 15 FEDERAL FINANCIAL ASSISTANCE,ADMINISTRATIVE,AND NATIONAL POLICY REQUIREMENTS 1. Uniform Administrative Requirements for Federal Awards.The Recipient shall comply with the obligations on non-Federal entities under 2 C.F.R.parts 200 and 1201. 2. Federal Law and Public Policy Requirements. (a) The Recipient shall ensure that Federal funding is expended in full accordance with the United States Constitution, Federal law, and statutory and public policy requirements: including but not limited to,those protecting free speech,religious liberty,public welfare, the environment, and prohibiting discrimination. (b) The failure of this agreement to expressly identify Federal law applicable to the Recipient or activities under this agreement does not make that law inapplicable. 3. Federal Freedom of Information Act. (a) The USDOT is subject to the Freedom of Information Act, 5 U.S.C. 552. (b) The Recipient acknowledges that the application and materials submitted to the USDOT by the Recipient related to this agreement may become USDOT records subject to public release under 5 U.S.C. 552. 4. History of Performance.Under 2 C.F.R 200.206, any Federal awarding agency may consider the Recipient's performance under this agreement,when evaluating the risks of making a future Federal financial assistance award to the Recipient. 5. Whistleblower Protection. (a) The Recipient acknowledges that it is a"grantee"within the scope of 41 U.S.C. 4712, which prohibits the Recipient from taking certain actions against an employee for certain disclosures of information that the employee reasonably believes are evidence of gross mismanagement of this award, gross waste of Federal funds, or a violation of Federal law related this this award. (b) The Recipient shall inform its employees in writing of the rights and remedies provided under 41 U.S.C. 4712, in the predominant native language of the workforce. 20 of 26 6. External Award Terms and Obligations. (a) In addition to this document and the contents described in article 20,this agreement includes the following additional terms as integral parts: (1) Appendix A to 2 C.F.R. part 25: System for Award Management and Universal Identifier Requirements; (2) Appendix A to 2 C.F.R.part 170: Reporting Subawards and Executive Compensation; (3) 2 C.F.R. 175.15(b): Trafficking in Persons; and (4) Appendix XII to 2 C.F.R. part 200: Award Term and Condition for Recipient Integrity and Performance Matters. (b) The Recipient shall comply with: (1) 49 C.F.R.part 20: New Restrictions on Lobbying; (2) 49 C.F.R. part 21:Nondiscrimination in Federally-Assisted Programs of the Department of Transportation—Effectuation of Title VI of the Civil Rights Act of 1964; (3) 49 C.F.R.part 27: Nondiscrimination on the Basis of Disability in Programs or Activities Receiving Federal Financial Assistance; and (4) Subpart B of 49 C.F.R.part 32: Govemmentwide Requirements for Drug-free Workplace (Financial Assistance). 7. Incorporated Certifications. The Recipient makes the statements in the following certifications,which are incorporated by reference: (1) Appendix A to 49 CFR part 20 (Certification Regarding Lobbying). ARTICLE 16 ASSIGNMENT 1. Assignment Prohibited. The Recipient shall not transfer to any other entity any discretion granted under this agreement, any right to satisfy a condition under this agreement, any remedy under this agreement, or any obligation imposed under this agreement. 21 of 26 ARTICLE 17 WAIVER 1. Waivers. (a) A waiver of a term of this agreement granted by the USDOT will not be effective unless it is in writing and signed by an authorized representative of the USDOT. (b) A waiver of a term of this agreement granted by the USDOT on one occasion will not operate as a waiver on other occasions. (c) If the USDOT fails to require strict performance of a term of this agreement, fails to exercise a remedy for a breach of this agreement, or fails to reject a payment during a breach of this agreement,that failure does not constitute a waiver of that term or breach. ARTICLE 18 ADDITIONAL TERMS AND CONDITIONS 1. Disclaimer of Federal Liability. The USDOT shall not be responsible or liable for any damage to property or any injury to persons that may arise from, or be incident to, performance or compliance with this agreement. 2. Relocation and Real Property Acquisition. (a) To the greatest extent practicable under State law, the Recipient shall comply with the land acquisition policies in 49 C.F.R. 24 subpart B and shall pay or reimburse property owners for necessary expenses as specified in that subpart. (b) The Recipient shall provide a relocation assistance program offering the services described in 49 C.F.R. 24 subpart C and shall provide reasonable relocation payments and assistance to displaced persons as required in 49 C.F.R. 24 subparts D—E. (c) The Recipient shall make available to displaced persons, within a reasonable period of time prior to displacement, comparable replacement dwellings in accordance with 49 C.F.R. 24 subpart E. 3. Equipment Disposition. (a) In accordance with 2 C.F.R. 200.313 and 1201.313, if the Recipient or a subrecipient acquires equipment under this award,then when that equipment is no longer needed for the Project: (1) if the entity that acquired the equipment is a State or a subrecipient of a State,that entity shall dispose of that equipment in accordance with State laws and procedures; and 22 of 26 (2) if the entity that acquired the equipment is neither a State nor a subrecipient of a State,that entity shall request disposition instructions from the Administering Operating Administration. (b) In accordance with 2 C.F.R. 200.443(d),the distribution of the proceeds from the disposition of equipment must be made in accordance with 2 C.F.R. 200.313-200.316 and 2 C.F.R. 1201.313. (c) The Recipient shall ensure compliance with this article 18 section 3 for all tiers of subawards under this award. 4. Environmental Review. (a) In this section, "Environmental Review Entity"means: (1) if the Project is located in a State that has assumed responsibilities for environmental review activities as may be authorized by law, including under 23 U.S.C. 327, and the Project is within the scope of the assumed responsibilities,the State; and (2) for all other cases,the FRA. (b) Except as authorized under article 18 section 4(c), the Recipient shall not begin final design; acquire real property, construction materials, or equipment;begin construction; or take other actions that represent an irretrievable commitment of resources for the Project unless and until: (1) the Environmental Review Entity complies with the National Environmental Policy Act, 42 U.S.C. 4321 to 4370m-12, and any other applicable environmental laws and regulations; and (2) if the Environmental Review Entity is not the Recipient,the Environmental Review Entity provides the Recipient with written notice that the environmental review process is complete. (c) If the Recipient is purchasing railroad components or materials that can be used for other projects or resold,then the Recipient shall comply with 23 C.F.R. 771.113(d)(4). (d) The Recipient acknowledges that: (1) the Environmental Review Entity's actions under article 18 section 4(a) depend on the Recipient conducting necessary environmental analyses and submitting necessary documents to the Environmental Review Entity; and (2) applicable environmental statutes and regulation may require the Recipient to prepare and submit documents to other Federal, State, and local agencies. 23 of 26 (e) Consistent with 23 C.F.R. 771.105(a), to the extent practicable and consistent with Federal law,the Recipient shall coordinate all environmental investigations,reviews, and consultations as a single process. (f) The activities described in Article 4 of Attachment 2 to this Agreement and other information described in this agreement may inform environmental decision-making processes,but the parties do not intend this agreement to document the alternatives under consideration under those processes. If a build alternative is selected that does not align with Article 4 of Attachment 2 to this Agreement or other information in this agreement, then: (1) the parties may amend this agreement under article 14 section 1 for consistency with the selected build alternative; or (2) if the USDOT determines that the condition at article 9 section 1(a)(5) is satisfied, the USDOT may terminate this agreement under article 9 section 1(a)(5). (g) The Recipient shall complete any mitigation activities described in the environmental document or documents for the Project, including the terms and conditions contained in the required permits and authorizations for the Project. Article 4 of Attachment 2 to this Agreement identifies documents describing mitigation activities,but the absence of a document from that section does not relieve the Recipient of any compliance obligations. 5. Project Maintenance Requirement. The Recipient shall ensure that the Project Property is maintained in good operating order and in accordance with 2 C.F.R. 200.310- 200.316, 1201.313 and any guidelines, directives, or regulations that the USDOT, including FRA,may issue. ARTICLE 19 MANDATORY AWARD INFORMATION 1. Information Contained in a Federal Award. For 2 C.F.R. 200.211: (1) the "Federal Award Date" is the date of this agreement, as defined under article 21 section 2; (2) the "Assistance Listings Number" is 20.314 and the"Assistance Listings Title" is "Railroad Development"; and (3) this award is not for research and development. 2. Federal Award Identification Number. The Federal Award Identification Number is listed in¶2 on the agreement cover sheet as the"Agreement Number." 3. Recipient's Unique Entity Identifier. The Recipient's Unique Entity Identifier, as defined at 2 C.F.R. 25.415, is listed in¶ 1B on the agreement cover sheet. 24 of 26 ARTICLE 20 CONSTRUCTION AND DEFINITIONS 1. Attachments. This Agreement includes the following Attachments as integral parts: Attachment 1, General Terms and Conditions under the National Highway Freight Program, FRA Projects Attachment 2, Project Specific Terms and Conditions 2. Exhibits. This agreement includes the following exhibits as integral parts. Exhibit A Applicable Federal Laws and Regulations Exhibit B Additional Standard Terms 3. Construction. (a) In these General Terms and Conditions: (1) unless expressly specified, a reference to a section or article refers to that section or article in these General Terms and Conditions; (2) a reference to a section or other subdivision of an attachment listed in article 20 section 1 will expressly identify the relevant attachment; and (3) there are no references to articles or sections in project-specific portions of the agreement that are not contained in the Attachments and Exhibits listed in this article 20. (b) If a provision in these General Terms and Conditions or the exhibits conflicts with a provision in the project-specific portion of the agreement, then the project-specific portion of the agreement prevails. If a provision in the exhibits conflicts with a provision in these General Terms and Conditions,then the provision in these General Terms and Conditions prevails. 4. Integration. This agreement constitutes the entire agreement of the parties relating to CMAQ and STBG and awards under that program for the Project and supersedes any previous agreements, oral or written,relating to the CMAQ and STBG programs and awards under those programs for the Project. 5. Definitions. In this agreement,the following definitions apply: "General Terms and Conditions"means this document, including articles 0-21. "Project"means the project identified in Article 1 of Attachment 2 to this Agreement. 25 of 26 ARTICLE 21 AGREEMENT EXECUTION AND EFFECTIVE DATE 1. Counterparts.This agreement may be executed in counterparts,which constitute one document. The parties intend each countersigned original to have identical legal effect. 2. Effective Date. The agreement will become effective when all parties have signed it. The date of this agreement will be the date this agreement is signed by the last party to sign it. This instrument constitutes a CMAQ and STBG Grant when the FRA's authorized representative signs it. 26 of 26 Attachment 2 PROJECT-SPECIFIC TERMS AND CONDITIONS Version Date: December 11,2023 �e1 U.S.Department of Transportation / Federal Railroad Administration Project-Specific Terms and Conditions Table of Contents ARTICLE 1: PROJECT-SPECIFIC DESIGNATIONS 4 1.1 Recipient 4 1.2 Project and Purpose 4 1.3 Program Designations 4 ARTICLE 2: SPECIAL TERMS AND CONDITIONS 4 ARTICLE 3:ADMINISTRATIVE INFORMATION 4 3.1 Application 4 3.2 FRA Awarding Official 5 3.3 Federal Award Date 5 3.4 Program Name and Assistance Listings Number 5 3.5 Recipient's Unique Entity Identifier 5 3.6 Federal Award Identification Number 5 ARTICLE 4: STATEMENT OF WORK 5 4.1 General Project Description 5 4.2 Project Location 6 4.3 Project Scope 6 4.4 Implement Required Environmental Commitments 9 ARTICLE 5: AWARD DATES AND ESTIMATED PROJECT SCHEDULE 9 5.1 Award Dates 9 5.2 Estimated Project Schedule 9 ARTICLE 6: AWARD AND PROJECT FINANCIAL INFORMATION 10 6.1 Award Amount 10 6.2 Federal Obligation Information 10 6.3 Federal Authorization and Funding Source. 10 6.4 Funding Availability 10 6.5 Approved Project Budget 10 6.6 Pre-Award Costs 15 6.7 Phased Funding Agreement 15 ARTICLE 7: PERFORMANCE MEASUREMENT INFORMATION 15 2 elb U.S.Department of Transportation Federal Railroad Administration ARTICLE 8: ENVIRONMENTAL COMPLIANCE 16 ARTICLE 9: CLIMATE CHANGE AND ENVIRONMENTAL JUSTICE IMPACTS 17 9.1 Consideration of Climate Change and Environmental Justice Impacts 17 9.2 Supporting Narrative 18 ARTICLE 10: RACIAL EQUITY AND BARRIERS TO OPPORTUNITY 19 10.1 Efforts to Improve Racial Equity and Reduce Barriers to Opportunity 19 10.2 Supporting Narrative 20 ARTICLE 11: LABOR AND WORK 21 11.1 Efforts to Support Good-Paying Jobs and Strong Labor Standards 21 11.2 Supporting Narrative 22 ARTICLE 12: NHFP DESIGNATIONS 24 12.1 Funding Source 24 12.2 Funding Act 24 12.3 Funds Obligation and Limitations. 24 12.4 Transfer Authority 24 3 e1`/ U.S.Department of Transportation Federal Railroad Administration ARTICLE 1: PROJECT-SPECIFIC DESIGNATIONS 1.1 Recipient This Agreement(Agreement) is between the Federal Railroad Administration (FRA) and the City of Spokane Valley(the Recipient). 1.2 Project and Purpose The purpose of this award is to fund a Surface Transportation Block Grant(STBG)and a Congestion Mitigation Air Quality(CMAQ)grant for the Pines Road/BNSF Grade Separation Project (the Project), as described in Article 4 of this Attachment 2. This Agreement obligates funds for the Project, Surface Transportation Block Grant(STBG) [69-X-8083] and Congestion Mitigation Air Quality(CMAQ) [69-X-8083] Grant programs transferred to FRA from the Federal Highway Administration (FHWA)for obligation. 1.3 Program Designations (a) Research and Development.This award is not for research and development. (b) Project Size.This award is for a non-Major Project as that term is defined in FRA Guidance on Development and Implementation of Railroad Capital Projects,January 11, 2023 (Railroad Capital Projects Guidance). (c) Phased Funding.This award is not a phased funding agreement as further discussed in Section 6.7 of this Attachment 2. (d) Grant or Cooperative Agreement.This award is made as a Grant Agreement. (e) Security Risk.This award is for a Project that has a low security risk. ARTICLE 2: SPECIAL TERMS AND CONDITIONS There are no special terms for this award. ARTICLE 3: ADMINISTRATIVE INFORMATION 3.1 Application Application Title: Pines Road/BNSF Grade Separation Project Application Date: 2022 STGB- March 9,2022 2022 CMAQ—March 9, 2022 4 fill U.S.Department of Transportation el/ Federal Railroad Administration 3.2 FRA Awarding Official FRA Office of Railroad Development Federal Railroad Administration 1200 New Jersey Ave,SE Washington, DC 20590 FRA-Grants@dot.gov 3.3 Federal Award Date The "Federal Award Date" is the effective date of this Agreement, as defined under Article 21 of Attachment 1 of this Agreement. 3.4 Program Name and Assistance Listings Number For the Surface Transportation Block Grant(STBG) [69-X-8083] and Congestion Mitigation Air Quality (CMAQ) [69-X-8083] Grant programs,the Assistance Listings Number is 20.314 and the Assistance Listings Title is Railroad Development. 3.5 Recipient's Unique Entity Identifier The Recipient's Unique Entity Identifier, as defined at 2 C.F.R. §25.415, is listed in Section 1B on the Agreement cover sheet. 3.6 Federal Award Identification Number The Federal Award Identification Number is listed in Section 2 on the Agreement cover sheet as the "Agreement Number." ARTICLE 4: STATEMENT OF WORK 4.1 General Project Description This Agreement funds a portion of the Pines Road/BNSF Grade Separation Project.The Project replaces the highway-rail at-grade crossing of Pines Road,State Route (SR) 27,and the BNSF tracks; replaces the signalized intersection of two state highways, Pines Road (SR 27) and Trent Avenue (SR 290),with a multi-lane roundabout; and constructs a separated shared-use path under the railroad crossing and an adjacent shared-use path around the new roundabout intersection.The Project also constructs a new trailhead and parking lot facility, equipped with restrooms, electric vehicle charging, and non-motorized access to the adjacent Centennial Trail and Spokane River. The portion of the Project funded under this Agreement replaces the highway-rail at-grade crossing of Pines Road,SR 27, and the BNSF tracks with a new Pines Road underpass(the Pines Road/BNSF Bridge underpass),which will be built to accommodate a total of four tracks. The new undercrossing will eliminate rail crossing traffic queues from backing up into the adjacent intersection, reducing the potential for rear-end and sideswipe collisions. 5 ell U.S.Department of Transportation `/ Federal Railroad Administration 4.2 Project Location The Project is located at Pines Road (066367E) at the Pines Road/BNSF Grade Separation Project BNSF rail line and at the intersection of Pines Road (SR 27)and Trent Avenue (SR 290) in the City of Spokane Valley,WA.The Pines Road/BNSF rail line intersection is \\ '�" approximately 275'south of the Pines Road/Trent NE9 (Po. Avenue intersection. Spokane Valley is in the northeast corner of the state, approximately 9 miles from the Idaho border and 90 94 C u+Fw E Mee ,b F miles south of the Canadian border. The greater Spokane region is within the state's 5th Congressional A District.The geographic location is 47°41'21" N, N tlYe 117°14'22"W. Spokane Valley 67167 maw Urbanhed/aBoundary 4.3 Project Scope The scope of work for this Agreement is construction of a roadway underpass at the Pines Road and BNSF railroad crossing.This scope is a portion of the Pines Grade Road/BNSF Grade Separation Project that includes additional elements, including Trent Avenue/Pines Road intersection multi lane roundabout and a separated shared-use path under the tracks and through the highway roundabout, connecting to a new trailhead facility serving the adjacent Centennial Trail and Spokane River. Under this Agreement,the Recipient will complete construction of the Pines Road/BNSF Bridge underpass. The Recipient will notify FRA in writing of any requested changes in Project scope or the scope of work for this Agreement and will not proceed with the changed scope unless approved by FRA in writing. If approved, changes to scope may require additional environmental review or an amendment to this Agreement. Task 1: Detailed Work Plan, Budget,and Schedule Subtask 1.1: Detailed Work Plan, Budget and Schedule The Recipient will prepare a Detail Work Plan (DWP)that describes how the Project will be implemented and monitored to ensure effective, efficient, and safe delivery of the Project on time and within budget. The DWP will describe, in detail,the activities and steps necessary to complete the tasks outlined in this Statement of Work. The DWP will include a Project Schedule and Project Budget for the work to be performed under this Agreement.The Project Schedule will be consistent with the Estimated Project Schedule in Section 5.2 of this Attachment 2, but provide a greater level of detail.Similarly,the Project Budget should be consistent with the Approved Project Budget in Section 6.5 of this Attachment 2, but provide a greater level of detail. The Recipient will submit the DWP to FRA for review and approval.The Recipient will implement the Project as described in the approved DWP.The Recipient will not begin work on subsequent tasks until 6 �/e1 U.S.Department of Transportation Federal Railroad Administration FRA has provided written approval of the DWP, unless FRA has provided pre-award authority for such work under Section 6.6 of this Attachment 2. FRA will not reimburse the Recipient for costs incurred in contravention of this requirement. FRA may require the Recipient to update the DWP.The Recipient will submit any such updates to FRA for review and approval,and FRA will determine if updates to the DWP require an amendment to this Agreement. The Project Budget and Project Schedule may be revised consistent with Article 5 of Attachment 1 of this Agreement without amending this Agreement. The Recipient will identify agreements governing the construction, operation, and maintenance of the Project in the DWP. If requested by FRA,the Recipient will provide FRA the final,executed copies of any agreements within ten business days of the request. The DWP will be consistent with the FRA Guidance on Development and Implementation of Railroad Capital Projects(Railroad Capital Projects Guidance)and 49 U.S.C.§ 22903, as applicable. Task 1 Deliverables: Deliverable ID Subtask Deliverable Name 1.1 1.1 Detailed Work Plan Task 2:Construction FRA accepted the Final Design (FD) Package for the Pines Road/BNSF Bridge underpass on 9/19/2024. The City shall construct or cause to be constructed the Pines Road/BNSF Bridge underpass as specified in the FD Package.The City, its agents, contractors, and consultant will complete construction of the Pines Road/BNSF Bridge underpass in accordance with Washington Station Department of Transportation (WSDOT)Standard Specifications for Road, Bridge, and Municipal Construction, City of Spokane Valley Standards and the BNSF Permit requirements. Construction work activities will include, but not limited to,the following: • Construction of railroad bridges by BNSF forces, in advance of the remaining project construction • Utility relocations required for the Pines Road/BNSF Bridge underpass. • Construction Management and Documentation 7 ell U.S.Department of Transportation Federal Railroad Administration Task 2 Deliverables Deliverable ID Subtask Deliverable Name 2.1 N/A Construction Certification Document Task 3 Project Management &Administration Subtask 3.1: Project Administration & Management The Recipient will perform all tasks required for the Project through a coordinated process,which will involve affected railroad owners, operators, and funding partners, including: • Burlington Northern Santa Fe (the BNSF) • FRA The Recipient will facilitate the coordination of all activities necessary for implementation of the Project. The Recipient will: • participate in a Project kickoff meeting with FRA following award; • complete necessary steps to hire a qualified consultant/contractor to perform required Project work, as necessary; • hold regularly scheduled Project meetings with FRA; • inspect and approve work as it is completed; • Review and approve invoices as appropriate for completed work • Perform Project close-out audit to ensure contractual compliance and issue close-out report • Submit to FRA all required Project deliverables and documentation on-time and according to schedule, including periodic receipts and invoices • Comply with all FRA Project reporting requirements, including, but not limited to: a. Status of project by task breakdown and percent complete b. Changes and reason for changes in and updated versions of Detailed Project Work Plan, Budget, and Schedule c. Description of unanticipated problems and any resolution since the immediately preceding progress report d. Summary of work scheduled for the next progress period • Read and understand the Terms and Conditions of this Agreement • Participate in other coordination, as needed. 8 ell U.S.Department of Transportation `/ Federal Railroad Administration Subtask 3.2: Project Closeout The Recipient will submit a Final Performance Report as required by Section 7.2 of Attachment 1 of this Agreement,which should describe the cumulative activities of the Pines Road/BNSF Bridge underpass, including a complete description of the Recipient's achievements with respect to the objectives and milestones. Task 3 Deliverables: Deliverable ID Subtask Deliverable Name 3.1 3.2 Final Performance Report 4.4 Implement Required Environmental Commitments The Recipient will construct the Pines Road/BNSF Bridge underpass consistent with the documents and environmental commitments identified below. Table 4-A: Environmental Commitments Document Type Commitment Reference Document Date Categorical Exclusion Areas within the shoreline which are 05/04/2022 temporarily cleared during construction of the Centennial Trail connections will be revegetated with native species.The removal of non- natives and establishment of these plants will be an enhancement to the riparian area. ARTICLE 5: AWARD DATES AND ESTIMATED PROJECT SCHEDULE 5.1 Award Dates Budget Period End Date:July 31, 2031 Period of Performance End Date:July 31, 2031 5.2 Estimated Project Schedule Milestones associated with this Agreement are identified in Table 5-A: Estimated Project Schedule.The Recipient will complete these milestones to FRA's satisfaction by the Schedule Date,subject to Article 5 9 ell U.S.Department of Transportation Federal Railroad Administration of Attachment 1 of this Agreement.The Recipient will notify FRA in writing when it believes it has achieved the milestone. Table 5-A: Estimated Project Schedule Milestone Schedule Date NEPA CE Approval 05/04/2022 Final Design Completion Date for the Pines 09/19/2024 Road/BNSF Bridge underpass Planned Construction Substantial Completion 11/01/2027 ARTICLE 6: AWARD AND PROJECT FINANCIAL INFORMATION 6.1 Award Amount Agreement Federal Funds: This agreement obligates fiscal year 2024 NHFP contract authority in the amount of$6,404,600 Surface Transportation Block Grant(STBG): $4,879,000 Congestion Mitigation and Air Quality Improvement(CMAQ):$1,525,600 6.2 Federal Obligation Information Federal Obligation Type:Single Transfer Authority: 23 U.S.C. § 104(f) Fiscal Year Contract Authority: FY 2024 6.3 Federal Authorization and Funding Source. Authorizing Statute: 23 U.S.C. 133; 23 U.S.C. 149 Appropriation: IIJA, Pub. L. 117-58, November 15,2021, Division J,Title XIII 6.4 Funding Availability Program funding that is obligated under this Agreement remains available until September 30, 2031, after which funding is no longer available. 6.5 Approved Project Budget The estimated total cost for the Pines Road/BNSF Bridge underpass funded under this Agreement is $7,404,162. 10 el U.S.Department of Transportation Federal Railroad Administration The Recipient will contribute$999,562 in Agreement Non-Federal Funds. Recipient's Agreement Non- Federal Funds are comprised of BNSF and City funds. FHWA Funds transferred to FRA will contribute a maximum of 15.5 percent of the total Project cost, not to exceed the Agreement Federal Funds in Section 6.1 of this Attachment 2. FRA will fund the Project at the lesser amount of the Agreement Federal Funds or the FRA maximum contribution percentage of total Project costs. This Agreement funds a portion of a larger project, with an estimated total Project cost of$41,366,464, per Table 6-B below. The Recipient will complete the Pines Road/BNSF Bridge underpass to FRA's satisfaction within the Approved Project Budget,subject to Article 5 of Attachment 1 of this Agreement. 11 ell U.S.Department of Transportation `/ Federal Railroad Administration Table 6-A:Approved Project Budget by Task—Agreement Funding Agreement Federal Agreement Non-Federal u Funds(CMAQ and Funds(CMAQ and STBG Total Agreement Task Name Project Cost tv STBG) Matching Funds) (86.5%) (13.5%) (100.0%) Detailed Project Work Plan, 1 $8,650 $1,350 $10,000 Budget and Schedule 2 Final Design $0 $0 $0 Construction and 3 $6,385,950 $996,651 $7,382,601 Construction Management Project Management& 4 $10,000 $1,561 $11,561 Administration Total $6,404,600 $999,562 $7,404,162 12 el U.S.Department of Transportation `/ Federal Railroad Administration Table 6-B:Approved Project Budget by Task-Total Project Budget Agreement Non- Agreement Federal Funds Additional Federal Other Federal Funds and Corresponding Match Non- Task Name Funds (CMAQ Federal Total Cost (CMAQ and STBG and STBG) Matching Funds Funds) (13.5%) Non- Non- Federal Federal RAISE STBG RAISE Funds Match STBG Appro. Appro. Match (14%) (13.5%) Detailed $8,650 $1,350 $16,000 $4,000 $0 $0 $0 $30,000 1 Project Work Plan,Budget and Schedule 2 Final Design $0 $0 $241,600 $60,400 $0 $0 $0 $302,000 Construction $6,385,950 $996,651 $21,403,781 $3,448,731 $5,000,000 $780,347 $2,971,704 $40,987,164 and 3 Construction Management Project $10,000 $1,561 $27,840 $6,960 $0 $0 $939 $47,300 4 Management Administration Total $6,404,600 $999,562 $21,689,221 $3,520,091 $5,000,000 $780,347 $2,972,643 $41,366,464 13 U.S.Department of Transportation i/ Federal Railroad Administration Table 6-C:Approved Project Budget by Source Funding Source Total Amount Percentage of Total Project Cost Federal Share $33,093,821 80.0% Agreement Federal Funds $6,404,600 15.5% Surface Transportation Block Grant $1,525,600 3.7% Congestion Mitigation and Air $4,879,000 11.8% Quality Improvements Other Federal Funds $26,689,221 64.5% RAISE $21,689,221 52.4% Congressionally Directed $5,000,000 12.1% Spending/Surface Transportation Block Grant Appropriation Agreement Non-Federal Funds $999,562 2.4% BNSF funds $300,000 0.7% Other City Funds $699,562 1.7% Other Non-Federal Funds $7,273,081 17.6% Move Ahead Washing State $5,000,000 12.1% Funding Other City Funds $2,273,081 5.5% 14 ell U.S.Department of Transportation �/ Federal Railroad Administration 6.6 Pre-Award Costs On July 17, 2024, FRA approved pre-award authority, effective June 15, 2024,for the following Project costs in response to the Recipient's request. Federal (FRA from STBG and CMAQ) Non-Federal Task# Task Name Contribution Funds Funds Total Cost Project Administration 1 Detailed Project Work Plan, $8,650 $1,350 $10,000 Budget and Schedule Construction and Construction 2 $5,829,062 $909,738 $6,738,800 Management Total Pre-Award Budget $5,837,712 $911,088 $6,748,800 The above pre-award costs were necessary for efficient and timely performance of the scope of work and were incurred directly pursuant to the negotiation and in anticipation of this agreement. 6.7 Phased Funding Agreement Not applicable. ARTICLE 7: PERFORMANCE MEASUREMENT INFORMATION Table 7-A: Performance Measurement Table identifies the performance measures that this Project is expected to achieve.These performance measures will enable FRA to assess the Recipient's progress in achieving grant program goals and objectives.The Recipient will report on these performance measures in accordance with the frequency and duration specified in Table 7-A. Upon Project completion,the Recipient will submit reports comparing the actual Project performance of the new and or improved asset(s) against the pre-Project(baseline) performance and expected post- Project performance as described in Table 7-A.The Recipient will submit the performance measures report to the Project Manager in accordance with Table 7-A. 15 e1`/ U.S.Department of Transportation Federal Railroad Administration Table 7-A: Performance Measurement Table Performance Description of Goal Objective Measurement Reporting Measure Measure Crash rates will Pre-Project be measured (Baseline) Performance as Frequency: and reported as Annual crashes per 100 of: million VMT 12/31/2023 Goal Auto Crash and identified 1 Safety Rates by by the following Expected Post- Type/Severity severity Project categories: Duration: Performance: fatal, injury, 3 years Decrease in and property severity damage only (PDO) crashes Travel time Pre-Project savings for (Baseline) Performance as Frequency: traffic Annual measured of: Goal Travel Time during peak 12/31/2023 2 Quality of Life Savings and off-peak Expected Post- periods as Project Duration: defined by the Performance: 3 years project study Decreasing area ARTICLE 8: ENVIRONMENTAL COMPLIANCE FRA signed a Categorical Exclusion (CE) for the Project on 5/4/2022. The Pines Road/BNSF underpass is a portion of the Project evaluated in the FRA CE.The Recipient is responsible for complying with environmental commitments, such as mitigation measures and/or design features, described in the CE as identified in Section 4.4 of this Attachment 2. Should conditions or the scope of the action change,the Recipient must notify FRA and receive written response and notice to proceed before proceeding. FRA will evaluate whether this determination remains applicable or if additional environmental review is necessary. 16 el U.S.Department of Transportation Federal Railroad Administration ARTICLE 9: CLIMATE CHANGE AND ENVIRONMENTAL JUSTICE IMPACTS 9.1 Consideration of Climate Change and Environmental Justice Impacts This Section identifies how the Project addresses climate change and environmental justice priorities. The Recipient certifies that rows marked with "X" in the following table are accurate: The Project directly supports a Local/Regional/State Climate Action Plan that results in lower greenhouse gas emissions. The Project directly supports a Local/Regional/State Equitable Development Plan that results in lower greenhouse gas emissions. The Project directly supports a Local/Regional/State Energy Baseline Study that results in lower greenhouse gas emissions. X The Recipient or a Project partner used environmental justice tools, such as the EJSCREEN, to minimize adverse impacts of the Project on environmental justice communities. The Project supports a modal shift in freight or passenger movement to reduce emissions or reduce induced travel demand. The Project utilizes demand management strategies to reduce congestion, induced travel demand, and greenhouse gas emissions. The Project incorporates electrification infrastructure, zero-emission vehicle infrastructure, or both. X The Project supports the installation of electric vehicle charging stations. The Project promotes energy efficiency. The Project serves the renewable energy supply chain. X The Project improves disaster preparedness and resiliency. The Project avoids adverse environmental impacts to air or water quality,wetlands, and endangered species, such as through reduction in Clean Air Act criteria pollutants and greenhouse gases, improved stormwater management, or improved habitat connectivity. The Project repairs existing dilapidated or idle infrastructure that is currently causing environmental harm. The Project supports or incorporates the construction of energy-and location-efficient buildings. 17 46 U.S.Department of Transportation `/ Federal Railroad Administration X The Project includes recycling of materials, use of materials known to reduce or reverse carbon emissions, or both. X The Project includes other actions or attributes that address climate change and environmental justice. The Project does not include actions or attributes that address climate change and environmental justice but, before beginning construction of the Project,the Recipient will take relevant actions described below to address climate change and environmental justice impacts of the Project. 9.2 Supporting Narrative The Environmental Consultant preparing the NEPA documentation used EJSCREEN to provide a Census 2010 Summary Report. Please refer to the Categorical Exclusion document for summary of the population demographics within a half mile of the project and as shown in the table below. Temporary impacts to the project vicinity during construction will include increased noise, potential traffic delays and increased congestion,increased dust, and increased carbon emissions from machinery. Upon completion,the project will benefit the community by improving access to 1-90 and key arterials in Spokane Valley; increasing safety by eliminating the risk of train/vehicle, bike, and pedestrian accidents; improving emergency access to Trent Elementary and neighborhoods north of the crossing; providing bicycle and sidewalk paths;and eliminating the need for train horns at the crossing. Total Population in 0.5-Mile Buffer 5,566 White 87% Black 2% American Indian 3% Asian 1% Pacific Islander 0% Some Other Race 2% Population Reporting Two or More Races 5% Total Hispanic Population 7% Household Income Below$15,000 14% Population 5 years and over that speak English"less than very well" 7%' *2015-2019 American Community Survey(ACS)Estimates A trailhead facility serving the Centennial Trail will be constructed near the southeast corner of the roundabout at the intersection of Pines and Trent. The trailhead will provide parking, restroom facilities, and one electric vehicle charging station. The trailhead will provide opportunity for users to access the Centennial Trail system and nearby parks. 18 el U.S.Department of Transportation `/ Federal Railroad Administration The project supports disaster preparedness and resiliency be eliminating the at-grade road-rail crossing, allowing both modes to operate independently from one another.This allows for more efficient evacuations and emergency response for first-responders. Further,the roundabout replaces a signalized intersection,and eliminates the intersection's dependency on electricity.The intersection can operate efficiently without power;whereas the signalized intersection would effectively fail and operate as an inefficient four-way stop. The new pollutant generating impervious surfaces created with the project will have stormwater treatment and flow control facilities constructed to store,treat and infiltrate stormwater runoff and protect the sole source Spokane Valley-Rathdrum Prairie aquifer,which is the main source of potable water in the City of Spokane Valley and surrounding metropolitan area.Stormwater runoff will not discharge to the adjacent surface waters nearby(Spokane River). The project will be built using the Washington State Department of Transportation specifications, including Standard Specifications Section 1-06-.6—Recycled Materials.This specification promotes the contractor's use of recycled materials in project construction. Resolution#16-010 is the City's Greenhouse Gas Emissions Reduction Policy and serves as a baseline for the project's intentions and goals. It requires the City to consider and implement transportation project elements to reduce environmental impacts caused by motorized vehicles while promoting safe and efficient active and multi-modal transportation options. From the 2022 RAISE application,the project has quantified numerous environmental benefits (Application Section 4.2- Environmental Sustainability): • Eliminate 1.5 million person-hours of delay at the rail crossing • Reduce gasoline and diesel consumption by over 492,000 gallons • Reduce almost 4,600 metric tons of emissions ARTICLE 10: RACIAL EQUITY AND BARRIERS TO OPPORTUNITY 10.1 Efforts to Improve Racial Equity and Reduce Barriers to Opportunity This Section identifies how the Project addresses efforts to improve racial equity and reduce barriers to opportunity.The Recipient certifies that rows marked with "X" in the following table are accurate: A racial equity impact analysis has been completed for the Project. The Recipient or a Project partner has adopted an equity and inclusion program/plan or has otherwise instituted equity-focused policies related to project procurement, material sourcing, construction, inspection, hiring, or other activities designed to ensure racial equity in the overall delivery and implementation of the Project. 19 U.S.Department of Transportation `/ Federal Railroad Administration The Project includes physical-barrier-mitigating land bridges, caps, lids, linear parks,and X multimodal mobility investments that either redress past barriers to opportunity or that proactively create new connections and opportunities for underserved communities that are underserved by transportation. The Project includes new or improved walking, biking, and rolling access for individuals with X disabilities, especially access that reverses the disproportional impacts of crashes on people of color and mitigates neighborhood bifurcation. X The Project includes new or improved freight access to underserved communities to increase access to goods and job opportunities for those underserved communities. The Recipient has taken other actions related to the Project to improve racial equity and reduce barriers to opportunity. The Recipient has not yet taken actions related to the Project to improve racial equity and reduce barriers to opportunity but, before beginning construction of the Project,the Recipient will take relevant actions described below to improve racial equity and reduce barriers to opportunity. 10.2 Supporting Narrative The existing railway crossing at SR 27 (Pines Road) does not have an accessible non-motorized facility for crossing the tracks.The existing heaved,gravel and asphalt facility is overgrown with weeds, relies on the street's crossing gates/arms and overall, is not a reasonable facility for active transportation users. The grade separation of Pines Road underneath the tracks provides a new path that is unencumbered by the rail crossing.This will promotes improved connectivity between the homes and schools on the west and north of the project with the parks,trails and jobs on the east side of the project. The project will construct a shared-use pathway along the west and north sides of the relocated Pines roadway along with roundabout as well as connecting to the Centennial Trail trailhead facility. Along the west side of Pines,the shared-use path will be directly adjacent to Trent Elementary school and provide a safe route to school. The shared-use pathway will provide safer,grade-separated route for walking, biking, and rolling access individuals with disabilities and mitigates neighborhood bifurcation and decrease crashes. Spokane Transit Authority (STA),the regional bus service provider, has purposefully avoided serving the project area because of the unreliable schedule created by the at- grade crossing.With the project, STA will evaluate the implementation of a new service route on State Route 290(Trent Avenue) at connects Pines Road to Sullivan and Barker Roads to the east. Both Sullivan and Barker Roads are grade-separated from the BNSF Railway tracks. The project will also improve freight access, both by rail and by roads,to the historically disadvantaged community that the project is located near.The project connects rural traffic to interstate rail,freeway routes,and urban economic activity centers in the Spokane region and Pacific Northwest.The project improves travel times for passenger and freight while serving as an economic generator, helping unlock 20 el U.S.Department of Transportation �/ Federal Railroad Administration potential for undeveloped industrial and commercial properties that will create jobs for both rural and urban populations alike. ARTICLE 11: LABOR AND WORK 11.1 Efforts to Support Good-Paying Jobs and Strong Labor Standards This Section identifies the Recipient's efforts to support good-paying jobs and strong labor standards related to the Project.The Recipient certifies that rows marked with "X" in the following table are accurate: The Recipient or a Project partner has adopted the use of project labor agreements in the overall delivery and implementation of the Project. The Recipient or a Project partner has adopted the use of local and economic hiring X preferences in the overall delivery and implementation of the Project,subject to all applicable State and local laws, policies, and procedures. The Recipient or a Project partner has adopted the use of registered apprenticeships in the overall delivery and implementation of the Project. X The Recipient or a Project partner will provide training and placement programs for underrepresented workers in the overall delivery and implementation of the Project. The Recipient or a Project partner will support free and fair choice to join a union in the X overall delivery and implementation of the Project by investing in workforce development services offered by labor-management training partnerships or setting expectations for contractors to develop labor-management training programs. The Recipient or a Project partner will provide supportive services and cash assistance to address systemic barriers to employment to be able to participate and thrive in training and employment, including childcare, emergency cash assistance for items such as tools,work clothing, application fees and other costs of apprenticeship or required pre-employment training,transportation and travel to training and work sites, and services aimed at helping to retain underrepresented groups like mentoring, support groups, and peer networking. The Recipient or a Project partner has documented agreements or ordinances in place to hire from certain workforce programs that serve underrepresented groups. 21 elb U.S.Department of Transportation �/ Federal Railroad Administration The Recipient or a Project partner participates in a State/Regional/Local comprehensive plan to promote equal opportunity, including removing barriers to hiring and preventing harassment on work sites,and that plan demonstrates action to create an inclusive environment with a commitment to equal opportunity, including: a. affirmative efforts to remove barriers to equal employment opportunity above and beyond complying with Federal law; b. proactive partnerships with the U.S. Department of Labor's Office of Federal Contract Compliance Programs to promote compliance with EO 11246 Equal X Employment Opportunity requirements; c. no discriminatory use of criminal background screens and affirmative steps to recruit and include those with former justice involvement, in accordance with the Fair Chance Act and equal opportunity requirements; d. efforts to prevent harassment based on race, color, religion,sex,sexual orientation,gender identity, and national origin; e. training on anti-harassment and third-party reporting procedures covering employees and contractors; and f. maintaining robust anti-retaliation measures covering employees and contractors. X The Recipient has taken other actions related to the Project to create good-paying jobs with the free and fair choice to join a union and incorporate strong labor standards. The Recipient has not yet taken actions related to the Project to create good-paying jobs with the free and fair choice to join a union and incorporate strong labor standards but, before beginning construction of the Project,will take the relevant actions described below. 11.2 Supporting Narrative The Associated General Contractors(AGC) has developed a job creation tool that estimates the number of jobs created based on a project's cost, duration, and years of construction. With these parameters,the executive director of the local chapter of the AGC estimates that the Pines Grade Separation Project will create approximately 117 jobs per year.The Pines Grade Separation Project will be awarded to the lowest responsive bidder in accordance with state and federal laws.The executive director of the local AGC also states that approximately 80%of road construction general contractors have a unionized labor force, so it is likely that the project will create unionized jobs when bid. Our construction project requires prevailing wage be paid to workers on the project so the workers are guaranteed to good paying jobs. In addition,the City of Spokane Valley's hiring process complies with state and federal laws and seeks to identify candidates based on qualification and fitness for the position. The City affords equal treatment and services to employees and City representatives and promotes equal employment opportunity based on ability and fitness in accordance with applicable state and federal law. The majority of City of Spokane Valley employees are unionized in Local 270-V, of the Washington State Council of County and City Employees, part of the AFSCME,AFL-CIO. Local 270-V members are part of 22 ell U.S.Department of Transportation `/ Federal Railroad Administration the team that will deliver the project.Also,the project is working with BNSF Railway for the 2023-2024 construction of the new train track bridges over State Route 27 (Pines Road). BNSF Railway will self- perform the construction with its own unionized labor force. The City of Spokane Valley supports the development of City Staff to ensure a fully qualified workforce. The City's performance system incorporates training initiatives that are specific to the employee within the standards of their profession. As stated above,the City of Spokane Valley's workforce is mostly comprised of employees that are in a bargaining unit. The City has a long history of supporting individual employees to join and be active as unionized employees. The City has also fostered a productive and respectful relationship with union leaders as they support members in a concerted effort. The City meets and exceeds RCW 41.56 governing collective bargaining as a public employer. The City of Spokane Valley promotes equal opportunity in all its programs consistent with this standard. The City's Anti-Harassment policy supports the elimination of harassment in employment as well as with our partners and customers. The City employs the use of a formal complaint process to ensure compliance with Federal and State laws and regulations. The City of Spokane Valley promotes competitive wages for its employees. The City's Human Resources Director is charged with monitoring City compensation systems to ensure internal equity and competitive wages in order to attract and retain highly performing employees. External compensation data is reviewed at least annually to identify positions that may require adjustment to fulfill the City's hiring objectives. 23 elb U.S.Department of Transportation �/ Federal Railroad Administration Article 12: Program Designations 12.1 Funding Source. Washington DOT FY 2024 CMAQ and STBG funds apportioned under 23 U.S.C. § 104(b) 12.2 Funding Act. Contract authority from the Highway Account of the Highway Trust Fund (Section 11101(a)(1)(C)) of the Infrastructure Investment and Jobs Act, Pub. L. 117-58, November 15, 2021)). 12.3 Funds Obligation and Limitations. Fiscal Year Obligation Deadline Lapse Date FY 2024 September 30, 2027 CMAQ and STBG program under 23 U.S.C. 118(b) funding that was made available at IIJA div.A § 11101(a)(1)(C),once obligated, remains available until expended.1 Such funds expire after September 30, 2027 under 23 U.S.C. 118(b). 12.4 Transfer Authority Pursuant to the request of Washington Department of Transportation, FHWA has transferred funds to FRA for administration by FRA under 23 U.S.C. § 104(f)(3)(A). ### 1 Once obligated NHFP funds do not cancel under 23 U.S.C. § 118. 24 Attachment 3 EXHIBITS EXHIBIT A APPLICABLE FEDERAL LAWS AND REGULATIONS By entering into this agreement for a FY 2023 NHFP 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: (a) General Federal Legislation a. Davis-Bacon Act-40 U.S.C. § 3141 et seq. b. Federal Fair Labor Standards Act -29 U.S.C. § 201 et seq. c. Hatch Act- 5 U.S.C. § 1501 et seq. d. Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 - 42 U.S.C. § 4601 et seq. e. National Historic Preservation Act of 1966—Section 106 - 54 U.S.C. § 306108 f. Archeological and Historic Preservation Act of 1974 - 54 U.S.C. §§ 312501-312508 g. Native American Graves Protection and Repatriation Act-25 U.S.C. § 3001 et seq. h. Clean Air Act, P.L. 90-148, as amended—42 U.S.C. § 7401 et seq. i. Section 404 of the Clean Water Act, as amended- 33 U.S.C. § 1344 j. Section 7 of the Endangered Species Act,P.L. 93-205, as amended— 16 U.S.C. § 1536 k. Coastal Zone Management Act,P.L. 92-583, as amended— 16 U.S.C. § 1451 et seq. 1. Flood Disaster Protection Act of 1973, Section 102(a)—42 U.S.C. § 4012a m. Age Discrimination Act of 1975 -42 U.S.C. § 6101 et seq. n. American Indian Religious Freedom Act, P.L. 95-341, as amended o. Drug Abuse Office and Treatment Act of 1972, as amended, 21 U.S.C. § 1101 et seq. p. 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. q. Sections 523 and 527 of the Public Health Service Act of 1912, as amended, 42 U.S.C. §§ 290dd through 290dd-2 r. Architectural Barriers Act of 1968 - 42 U.S.C. § 4151 et seq. 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, P.L. 90-542, as amended— 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. Limitation on Use of Appropriated Funds to Influence Certain Federal Contracting and A-1 Financial Transactions—31 U.S.C. § 1352 dd. Freedom of Information Act- 5 U.S.C. § 552, as amended ee. Magnuson-Stevens Fishery Conservation and Management Act— 16 U.S.C. § 1801 et seq. ff. Farmland Protection Policy Act of 1981 —7 U.S.C. § 4201 et seq. gg. Fish and Wildlife Coordination Act of 1956— 16 U.S.C. § 661 et seq. hh. Section 9 of the Rivers and Harbors Act and the General Bridge Act of 1946 - 33 U.S.C. §§ 401 and 525 ii. Section 4(f)of the Department of Transportation Act of 1966,49 U.S.C. 303 jj. Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (CERCLA), as amended—42 U.S.C. §§ 9601-9657 kk. Safe Drinking Water Act—42 U.S.C. §§ 300f to 300j-26 11. The Wilderness Act— 16 U.S.C. §§ 1131-1136 mm.Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976—42 U.S.C. § 6901 et seq. nn. Migratory Bird Treaty Act 16 U.S.C. § 703 et seq. oo. 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) pp. Cargo Preference Act of 1954—46 U.S.C. § 55305 qq. Build America, Buy America Act —Pub. L. No. 117-58, div. G,tit. IX, subtit. A, 135 Stat. 429, 1298 rr. 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 14096—Revitalizing Our Nation's Commitment to Environmental Justice for All h. Executive Order 13166—Improving Access to Services for Persons With Limited English Proficiency i. Executive Order 13985—Advancing Racial Equity and Support for Underserved Communities Through the Federal Government j. Executive Order 14005—Ensuring the Future is Made in All of America by All of America's Workers k. Executive Order 14008—Tackling the Climate Crisis at Home and Abroad 1. Executive Order 14025—Worker Organizing and Empowerment m. Executive Order 14052—Implementation of the Infrastructure Investment and Jobs Act n. Executive Order 14091 —Further Advancing Racial Equity and Support for Underserved Communities Through the Federal Government A-2 (c) General Federal Regulations a. Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards—2 C.F.R. Parts 200, 1201 b. Non-procurement Suspension and Debarment—2 C.F.R. Parts 180, 1200 c. Investigative and Enforcement Procedures— 14 C.F.R. Part 13 d. Procedures for predetermination of wage rates—29 C.F.R. Part 1 e. Contractors and subcontractors on public building or public work financed in whole or part by loans or grants from the United States—29 C.F.R. Part 3 f. Labor standards provisions applicable to contracts governing federally financed and assisted construction(also labor standards provisions applicable to non-construction contracts subject to the Contract Work Hours and Safety Standards Act)—29 C.F.R. Part 5 g. Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor(Federal and federally assisted contracting requirements)—41 C.F.R. Parts 60 et seq. h. New Restrictions on Lobbying—49 C.F.R. Part 20 i. Nondiscrimination in Federally Assisted Programs of the Department of Transportation— Effectuation of Title VI of the Civil Rights Act of 1964—49 C.F.R. Part 21 j. Uniform relocation assistance and real property acquisition for Federal and Federally assisted programs—49 C.F.R. Part 24 k. Nondiscrimination on the Basis of Sex in Education Programs or Activities Receiving Federal Financial Assistance—49 C.F.R. Part 25 1. Nondiscrimination on the Basis of Handicap in Programs and Activities Receiving or Benefiting from Federal Financial Assistance—49 C.F.R. Part 27 m. DOT's implementation of DOJ's ADA Title II regulations compliance procedures for all programs, services, and regulatory activities relating to transportation under 28 C.F.R. Part 35 n. Enforcement of Nondiscrimination on the Basis of Handicap in Programs or Activities Conducted by the Department of Transportation—49 C.F.R. Part 28 o. Denial of public works contracts to suppliers of goods and services of countries that deny procurement market access to U.S. contractors—49 C.F.R. Part 30 p. Govemmentwide Requirements for Drug-Free Workplace (Financial Assistance)—49 C.F.R. Part 32 q. DOT's implementing ADA regulations for transit services and transit vehicles, including the DOT's standards for accessible transportation facilities in Part 37,Appendix A—49 C.F.R. Parts 37 and 38 (d) Highway Federal Legislation a. Highways—Title 23,U.S.C. b. Brooks Act(for FHWA projects,this incorporates Title IX of the Federal Property and Administrative Services Act of 1949 (formerly 40 U.S.C. 541, et seq.))—40 U.S.C. 1101- 1104; 23 U.S.C. 112(b)(2) c. Letting of Contracts, 23 U.S.C. 112 d. Highway Design and Construction Standards, 23 U.S.C. 109 e. Prevailing Rate of Wage, 23 U.S.C. 113 f. Planning, 23 U.S.C. 134 and 135 (except for projects that are not regionally significant A-3 that do not receive funding under Title 23 or Chapter 53 of Title 49) g. Tolls,23 U.S.C. 301 (to the extent the recipient wishes to toll an existing free facility that has received Title 23 funds in the past); except as authorized by 23 U.S.C. 129 and 166. h. Size,Weight, and Length Limitations—23 U.S.C. 127, 49 U.S.C. 31101 et seq. i. Buy America—23 U.S.C. 313 (see http://www.fhwa.dot.gov/construction/contracts/buyam qa.cfm) j. Nondiscrimination—23 U.S.C. 140 k. Efficient Environmental Reviews -23 U.S.C. 139 (e) Federal Highway Regulations a. Highways—Title 23, C.F.R. b. Planning—23 C.F.R. Part 450(except for projects that are not regionally significant that do not receive funding under Title 23 or Chapter 53 of Title 49) c. National Highway System Design Standards—23 C.F.R. Part 625 d. Preconstruction Procedures—23 C.F.R. Part 630 Subparts A and B e. Construction and Maintenance—23 C.F.R. Part 635 f. Manual on Uniform Traffic Control Devices—23 C.F.R. Part 655 g. Procedures for Abatement of Highway Traffic and Construction Noise—23 C.F.R. Part 772 h. Procedures Implementing Section 4(f)of the Department of Transportation Act—23 C.F.R. Part 774 i. Permitting Requirements under the National Pollutant Discharge Elimination System— 40 C.F.R. Part 122 j. Required Contract Provisions—23 C.F.R. Part 633 (Form 1273) k. External Programs—23 C.F.R. Part 230 Specific assurances required to be included in the FY 2024 CMAQ and STBG Grant agreement by any of the above laws,regulations, or circulars are hereby incorporated by reference into this agreement. A-4 EXHIBIT B ADDITIONAL STANDARD TERMS 5 of 37 II 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 application and by entering into this agreement,the Recipient HEREBY AGREES THAT, as a condition to receiving any Federal financial assistance from the U.S. Department of Transportation(DOT), through the Federal Railroad Administration (FRA), 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 otherpertinent directives, circulars,policy, 1� p Y 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 6 of 37 subjected to discrimination under any program or activity, "for which the Recipient receives Federal financial assistance from DOT, including FRA. 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 2023 NHFP program: 1. The Recipient agrees that each"activity,""facility,"or"program,"as defined in §§ 21.23 (b)and 21.23 (e) of 49 C.F.R. § 21 will be(with regard to an"activity")facilitated, or will be(with regard to a"facility")operated, or will be (with regard to a"program") conducted in compliance with all requirements imposed by, or pursuant to the Acts and the Regulations. 2. The Recipient will insert the following notification in all solicitations for bids, Requests' For Proposals for work, or material subject to the Acts and the Regulations made in connection with the FY 2023 NHFP Grant and, in adapted form,in all proposals for negotiated agreements regardless of funding source: "The Recipient, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 U.S.C. §'2000d to 2000d-4) and the Regulations, hereby notifies all bidders that it will affirmatively ensure that for any contract entered into pursuant to this advertisement, disadvantaged business enterprises will be afforded full and fair opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award." 3. The Recipient will insert the clauses of Appendix A and E of this Assurance in every contract or agreement subject to the Acts and the Regulations. 4. The Recipient will insert the clauses of Appendix B of this Assurance, as a covenant running with the land, in any deed from the United States effecting or recording a transfer of real property, structures,use, or improvements thereon or interest therein to a Recipient. 5. That where the Recipient receives Federal financial assistance to construct a facility, or part of a facility,the Assurance will extend to the entire facility and facilities operated in connection therewith. 7 of 37 6. That where the Recipient receives Federal financial assistance in the form,or for the acquisition of real property or an interest in real property,the Assurance will extend to rights to space on, over, or under such property. 7. That the Recipient will include the clauses set forth in Appendix C and Appendix D of this Assurance, as a covenant running with the land, in any future deeds, leases, licenses, permits, or similar instruments entered into by the Recipient with other parties: a. for the subsequent transfer of real property acquired or improved under the applicable activity,project, or program; and b. for the construction or use of, or access to, space on, over, or under real property acquired or improved under the applicable activity,project, or program. 8. That this Assurance obligates the Recipient for the period during which Federal financial assistance is extended to the program, except where the Federal financial assistance is to provide, or is in the form of,personal property, or real property, or interest therein, or structures or improvements thereon, in which case the Assurance obligates the Recipient, or any transferee for the longer of the following periods: a. the period during which the property is used for a purpose for which the Federal financial assistance is extended, or for another purpose involving the provision of similar services or benefits; or b. the period during which the Recipient retains ownership or possession of the property. 9. The Recipient will provide for such methods of administration for the program as are found by the Secretary of Transportation or the official to whom he/she delegates specific authority to give reasonable guarantee that it, other recipients, sub-recipients, contractors, subcontractors, consultants,transferees, successors in interest, and other participants of Federal financial assistance under such program will comply with all requirements. imposed or pursuant to the Acts,the Regulations, and this Assurance. 10. The Recipient agrees that the United States has a right to seek judicial enforcement with regard to any matter arising under the Acts,the Regulations, and this Assurance. 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 FRA'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 FRA. You must keep records,reports, and submit the material for review upon request to FRA, 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 8 of 37 financial assistance extended after the date hereof to the recipients by the U.S. Department of Transportation under the FY 2023 NHFP 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 2023 NHFP program. 9 of 37 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. Depaitinent of Transportation,Federal Railroad Administration(FRA), 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 FRA 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 FRA, 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 FRA 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 10 of 37 thereto. The contractor will take action with respect to any subcontract or procurement as the Recipient or FRA may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the contractor becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction,the contractor may request the Recipient to enter into any litigation to protect the interests of the Recipient. In addition, the contractor may request the United States to enter into the litigation to protect the interests of the United States. 11 of 37 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 Infrastructure Investment and Jobs Act,Pub. L.No. 117-58 (Nov. 15,2021), 23 U.S.C. § 167,the Regulations for the Administration of the FY 2023 NHFP program,and the policies and procedures prescribed by the Federal Railroad Administration (FRA)of the U.S. Department of Transportation in accordance and in compliance with all requirements imposed by Title 49, Code of Federal Regulations, U.S. Department of Transportation, Subtitle A, Office of the Secretary, Part 21,Non-discrimination in Federally- assisted programs of the U.S. Department of Transportation pertaining to and effectuating the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252; 42 U.S.C. § 2000d to 2000d- 4),does hereby remise,release, quitclaim and convey unto the Recipient all the right,title and interest of the U.S. Department of Transportation in and to said lands described in Exhibit A attached hereto and made a part hereof. (HABENDUM CLAUSE) TO HAVE AND TO HOLD said lands and interests therein unto Recipient and its successors forever, subject,however,to the covenants, conditions, restrictions and reservations herein contained as follows,which will remain in effect for the period during which the real property or structures are used for a purpose for which Federal financial assistance is extended or for another purpose involving the provision of similar services or benefits and will be binding on the Recipient, its successors and assigns. The Recipient,in consideration of the conveyance of said lands and interests in lands, does hereby covenant and agree as a covenant running with the land for itself, its successors and assigns,that (1)no person will on the grounds of race, color,or national origin,be excluded from participation in,be denied the benefits of, or be otherwise subjected to discrimination with regard to any facility located wholly or in part on, over, or under such lands hereby conveyed [,] [and]* (2)that the Recipient will use the lands and interests in lands and interests in lands so conveyed, in compliance with all requirements imposed by or pursuant to Title 49, Code of Federal Regulations,U.S. Department of Transportation, Subtitle A, Office of the Secretary, Part 21,Non- discrimination in Federally-assisted programs of the U.S. Department of Transportation, Effectuation of Title VI of the Civil Rights Act of 1964, and as said Regulations and Acts may be amended[, and(3)that in the event of breach of any of the above-mentioned non-discrimination conditions,the Department will have a right to enter or re-enter said lands and facilities on said land, and that above described land and facilities will thereon revert to and vest in and become the absolute property of the U.S. Department of Transportation and its assigns as such interest existed prior to this instruction].* 12 of 37 (*Reverter clause and related language to be used only when it is determined that such a clause is necessary in order to make clear the purpose of Title VI.) 13 of 37 APPENDIX C CLAUSES FOR TRANSFER OF REAL PROPERTY ACQUIRED OR IMPROVED UNDER THE ACTIVITY,FACILITY, OR PROGRAM The following clauses will be included in deeds, licenses, leases,permits, or similar instruments entered into by the Recipient pursuant to the provisions of Specific Assurance 7(a): A. The(Recipient, lessee,permittee, etc. as appropriate)for himself/herself,his/her heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree [in the case of deeds and leases add"as a covenant running with the land"] that: 1. In the event facilities are constructed, maintained, or otherwise operated on the property described in this (deed, license, lease,permit, etc.) for a purpose for which a U.S. Department of Transportation activity, facility, or program is extended or for another purpose involving the provision of similar services or benefits,the (Recipient, licensee, lessee,permittee, etc.)will maintain and operate such facilities and services in compliance with all requirements imposed by the Acts and Regulations (as may be amended) such that no person on the grounds of race, color, or national origin,will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities. B. With respect to licenses, leases,permits, etc., in the event of breach of any of the above Non- discrimination covenants,Recipient will have the right to terminate the (lease, license, permit, etc.)and to enter, re-enter, and repossess said lands and facilities thereon, and hold the same as if the (lease, license,permit, etc.)had never been made or issued.* C. With respect to a deed, in the event of breach of any of the above Non-discrimination covenants,the Recipient will have the right to enter or re-enter the lands and facilities thereon, and the above described lands and facilities will there upon revert to and vest in and become the absolute property of the Recipient and its assigns.* (*Reverter clause and related language to be used only when it is determined that such a clause is necessary to make clear the purpose of Title VI.) 14 of 37 APPENDIX D CLAUSES FOR CONSTRUCTION/USE/ACCESS TO REAL PROPERTY ACQUIRED UNDER THE ACTIVITY,FACILITY OR PROGRAM The following clauses will be included in deeds, licenses,permits, or similar instruments/agreements entered into by Recipient pursuant to the provisions of Specific Assurance 7(b): A. The (Recipient, licensee,permittee, etc., as appropriate) for himself/herself, his/her heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree(in the case of deeds and leases add, "as a covenant running with the land")that(1)no person on the ground of race,color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities, (2)that in the construction of any improvements on, over, or under such land, and the furnishing of services thereon,no person on the ground of race, color, or national origin,will be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination, (3)that the(Recipient, licensee, lessee, permittee, etc.)will use the premises in compliance with all other requirements imposed by or pursuant to the Acts and Regulations, as amended, set forth in this Assurance. B. With respect to (licenses, leases,permits, etc.), in the event of breach of any of the above Non-discrimination covenants, Recipient will have the right to terminate the(license,permit, etc., as appropriate) and to enter or re-enter and repossess said land and the facilities thereon, and hold the same as if said(license,permit, etc., as appropriate)had never been made or issued.* C. With respect to deeds, in the event of breach of any of the above Non-discrimination covenants,Recipient will there upon revert to and vest in and become the absolute property of Recipient and its assigns.* (*Reverter clause and related language to be used only when it is determined that such a clause is necessary to make clear the purpose of Title VI.) 15 of 37 APPENDIX E During the performance of this contract,the contractor, for itself, its assignees, and successors in interest(hereinafter referred to as the"contractor") agrees to comply with the following non- discrimination statutes and authorities; including but not limited to: Pertinent Non-Discrimination Authorities: • Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color,national origin); and 49 C.F.R. Part 21. • The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); • Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), (prohibits discrimination on the basis of sex); • Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 C.F.R. Part 27; • The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age); • Airport and Airway Improvement Act of 1982, (49 U.S.C. § 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color,national origin, or sex); • The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973,by expanding the definition of the terms "programs or activities"to include all of the programs or activities of the Federal-aid recipients, sub-recipients and contractors,whether such programs or activities are Federally funded or not); • Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the basis of disability in the operation of public entities,public and private transportation systems,places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131 — 12189) as implemented by Department of Transportation regulations at 49 C.F.R. Parts 37 and 38; • The Federal Aviation Administration's Non-discrimination statute(49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color,national origin, and sex); • Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations,which ensures nondiscrimination against minority populations by discouraging programs,policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; • Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance,national origin discrimination includes discrimination because of limited English proficiency(LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs(70 Fed. Reg. at 74087 to 74100); 16 of 37 • Title IX of the Education Amendments of 1972, as amended,which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. § 1681 et seq). 17 of 37 TERM B.2 CERTIFICATION REGARDING DEBARMENT, SUSPENSION,AND OTHER RESPONSIBILITY MATTERS--PRIMARY COVERED TRANSACTIONS 2 C.F.R. Parts 180 and 1200 These assurances and certifications are applicable to all Federal-aid construction contracts, design-build contracts, subcontracts, lower-tier subcontracts,purchase orders, lease agreements, consultant contracts or any other covered transaction requiring FRA approval or that is estimated to cost$25,000 or more—as defined in 2 C.F.R. Parts 180 and 1200. By signing and submitting the application and by entering into this agreement under the FY 2023 NHFP program,the Recipient is providing the assurances and certifications for First Tier Participants and Lower Tier Participants in the FY 2023 NHFP Grant, as set out below. 1.Instructions for Certification—First Tier Participants: a. The prospective first tier participant is providing the certification set out below. b. The inability of a person to provide the certification set out below will not necessarily result in denial of participation in this covered transaction. The prospective first tier participant shall submit an explanation of why it cannot provide the certification set out below. The certification or explanation will be considered in connection with the department or agency's determination whether to enter into this transaction. However, failure of the prospective first tier participant to furnish a certification or an explanation shall disqualify such a person from participation in this transaction. c. The certification in this clause is a material representation of fact upon which reliance was placed when the contracting agency determined to enter into this transaction. If it is later determined that the prospective participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the contracting agency may terminate this transaction for cause of default. d. The prospective first tier participant shall provide immediate written notice to the contracting agency to whom this proposal is submitted if any time the prospective first tier participant learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. e. The terms"covered transaction," "civil judgment,""debarred,""suspended," "ineligible," "participant," "person," "principal,"and"voluntarily excluded,"as used in this clause, are defined in 2 C.F.R. Parts 180 and 1200. "First Tier Covered Transactions"refers to any covered transaction between a Recipient or subrecipient of Federal funds and a participant(such as the prime or general contract). "Lower Tier Covered Transactions"refers to any covered transaction under a First Tier Covered Transaction(such as subcontracts). "First Tier Participant"refers to the participant who has entered into a covered transaction with a Recipient or subrecipient of 18 of 37 Federal funds (such as the prime or general contractor). "Lower Tier Participant"refers to any participant who has entered into a covered transaction with a First Tier Participant or other Lower Tier Participants(such as subcontractors and suppliers). f. The prospective first tier participant agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction,unless authorized by the department or agency entering into this transaction. g. The prospective first tier participant further agrees by submitting this proposal that it will include the clause titled"Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion-Lower Tier Covered Transactions,"provided by the department or contracting agency, entering into this covered transaction, without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions exceeding the $25,000 threshold. h. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction,unless it knows that the certification is erroneous. A participant is responsible for ensuring that its principals are not suspended, debarred, or otherwise ineligible to participate in covered transactions. To verify the eligibility of its principals, as well as the eligibility of any lower tier prospective participants, each participant may,but is not required to, check the System for Award Management website (https://www.sam.gov/), which is compiled by the General Services Administration. i.Nothing contained in the foregoing shall be construed to require the establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of the prospective participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. j. Except for transactions authorized under paragraph(f)of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government, the department or agency may terminate this transaction for cause or default. Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion— First Tier Participants: a. The prospective first tier participant certifies to the best of its knowledge and belief, that it and its principals: (1)Are not presently debarred, suspended,proposed for debarment, declared ineligible, or voluntarily excluded from participating in covered transactions by any Federal department or agency; 19of37 (2)Have not within a three-year period preceding this proposal been convicted of or had a civil judgment, including a civil settlement,rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public(Federal, State or local)transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement,theft, forgery,bribery, falsification or destruction of records,making false statements, or receiving stolen property; (3)Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity(Federal, State or local)with commission of any of the offenses enumerated in paragraph (a)(2)of this certification; and (4)Have not within a three-year period preceding this application/proposal had one or more public transactions(Federal, State or local)terminated for cause or default. b. Where the prospective participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. 2.Instructions for Certification-Lower Tier Participants: (Applicable to all subcontracts,purchase orders and other lower tier transactions requiring prior FRA approval or estimated to cost$25,000 or more-2 C.F.R. Parts 180 and 1200) a. The prospective lower tier participant is providing the certification set out below. b. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government,the department, or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment. c. The prospective lower tier participant shall provide immediate written notice to the person to which this proposal is submitted if at any time the prospective lower tier participant learns that its certification was erroneous by reason of changed circumstances. d. The terms"covered transaction,""civil settlement," "debarred," "suspended,""ineligible," "participant," "person," "principal,"and"voluntarily excluded,"as used in this clause, are defined in 2 C.F.R. Parts 180 and 1200. You may contact the person to which this proposal is submitted for assistance in obtaining a copy of those regulations. "First Tier Covered Transactions"refers to any covered transaction between a Recipient or subrecipient of Federal funds and a participant(such as the prime or general contract). "Lower Tier Covered Transactions"refers to any covered transaction under a First Tier Covered Transaction(such as subcontracts). "First Tier Participant"refers to the participant who has entered into a covered transaction with a Recipient or subrecipient of Federal funds(such as the prime or general contractor). "Lower Tier Participant"refers any participant who has entered into a covered 20 of 37 transaction with a First Tier Participant or other Lower Tier Participants (such as subcontractors and suppliers). e. The prospective lower tier participant agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction,unless authorized by the department or agency with which this transaction originated. f. The prospective lower tier participant further agrees by submitting this proposal that it will include this clause titled"Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion-Lower Tier Covered Transaction,"without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions exceeding the $25,000 threshold. g. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction,unless it knows that the certification is erroneous. A participant is responsible for ensuring that its principals are not suspended, debarred, or otherwise ineligible to participate in covered transactions. To verify the eligibility of its principals, as well as the eligibility of any lower tier prospective participants, each participant may,but is not required to, check the System for Award Management website (https://www.sam.gov/),which is compiled by the General Services Administration. h.Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. i. Except for transactions authorized under paragraph e of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government,the department or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment. Certification Regarding Debarment,Suspension,Ineligibility and Voluntary Exclusion -- Lower Tier Participants: 1. The prospective lower tier participant certifies,by submission of this proposal, that neither it nor its principals is presently debarred, suspended,proposed for debarment, declared ineligible, or voluntarily excluded from participating in covered transactions by any Federal department or agency. 2. Where the prospective lower tier participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. 21 of 37 TERM B.3 REQUIREMENTS REGARDING DELINQUENT TAX LIABILITY OR A FELONY CONVICTION UNDER ANY FEDERAL LAW As required by sections 744 and 745 of Title VII, Division E of the Consolidated Appropriations Act,2023,Pub. L.No. 117-328 (Dec. 29, 2022), and implemented through USDOT Order 4200.6, the funds provided under this award shall not be used to enter into a contract, memorandum of understanding, or cooperative agreement with,make a grant to, or provide a loan or loan guarantee to, any corporation that: (1) Has any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability, where the awarding agency is aware of the unpaid tax liability,unless a Federal agency has considered suspension or debarment of the corporation and made a determination that suspension or debarment is not necessary to protect the interests of the Government; or (2) Was convicted of a felony criminal violation under any Federal law within the preceding 24 months, where the awarding agency is aware of the conviction,unless a Federal agency has considered suspension or debarment of the corporation and made a determination that suspension or debarment is not necessary to protect the interests of the Government. The Recipient therefore agrees: 1. Definitions. For the purposes of this exhibit,the following definitions apply: "Covered Transaction"means a transaction that uses any funds under this award and that is a contract,memorandum of understanding, cooperative agreement, grant,loan,or loan guarantee. "Felony Conviction"means a conviction within the preceding 24 months of a felony criminal violation under any Federal law and includes conviction of an offense defined in a section of the United States Code that specifically classifies the offense as a felony and conviction of an offense that is classified as a felony under 18 U.S.C. 3559. "Participant"means the Recipient, an entity who submits a proposal for a Covered Transaction, or an entity who enters into a Covered Transaction. "Tax Delinquency"means an unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted, or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability. 22 of 37 2. Mandatory Check in the System for Award Management. Before entering a Covered Transaction with another entity, a Participant shall check the System for Award Management (the "SAM") at http://www.sam.gov/for an entry describing that entity. 3. Mandatory Certifications.Before entering a Covered Transaction with another entity, a Participant shall require that entity to: (1) Certify whether the entity has a Tax Delinquency; and (2) Certify whether the entity has a Felony Conviction. 4 Prohibition. If (1) the SAM entry for an entity indicates that the entity has a Tax Delinquency or a Federal Conviction; (2) an entity provides an affirmative response to either certification in section 3; or (3) an entity's certification under section 3 was inaccurate when made or became inaccurate after being made then a Participant shall not enter or continue a Covered Transaction with that entity unless the USDOT has determined in writing that suspension or debarment of that entity are not necessary to protect the interests of the Government. 5. Mandatory Notice to the USDOT. (a) If the SAM entry for a Participant indicates that the Participant has a Tax Delinquency or a Felony Conviction,the Recipient shall notify the USDOT in writing of that entry. (b) If a Participant provides an affirmative response to either certification in section 1,the Recipient shall notify the USDOT in writing of that affirmative response. (c) If the Recipient knows that a Participant's certification under section 1 was inaccurate when made or became inaccurate after being made,the Recipient shall notify the USDOT in writing of that inaccuracy. 6. Flow Down.For all Covered Transactions, including all tiers of subcontracts and subawards, the Recipient shall: (1) require the SAM check in section 2; (2) require the certifications in section 3; (3) include the prohibition in section 4; and 23 of 37 (4) require all Participants to notify the Recipient in writing of any information that would require the Recipient to notify the USDOT under section 5. 24 of 37 TERM B.4 RECIPIENT POLICY TO BAN TEXT MESSAGING WHILE DRIVING (a)Definitions. The following definitions are intended to be consistent with the definitions in DOT Order 3902.10,Text Messaging While Driving(Dec. 30,2009) and Executive Order 13513, Federal Leadership on Reducing Text Messaging While Driving(Oct. 1,2009). For clarification purposes, they may expand upon the definitions in the executive order. For the purpose of this Term B.4, "Motor Vehicles"means any vehicle, self-propelled or drawn by mechanical power,designed and operated principally for use on a local, State or Federal roadway,but does not include a military design motor vehicle or any other vehicle excluded under Federal Management Regulation 102-34-15. For the purpose of this Term B.4, "Driving"means operating a motor vehicle on a roadway, including while temporarily stationary because of traffic congestion, a traffic signal, a stop sign, another traffic control device, or otherwise. It does not include being in your vehicle(with or without the motor running) in a location off the roadway where it is safe and legal to remain stationary. For the purpose of this Term B.4, "Text messaging"means reading from or entering data into any handheld or other electronic device(including,but not limited to, cell phones,navigational tools, laptop computers, or other electronic devices), including for the purpose of Short Message Service(SMS)texting, e-mailing, instant messaging, obtaining navigational information, or engaging in any other form of electronic data retrieval or electronic data communication. The term does not include the use of a cell phone or other electronic device for the limited purpose of entering a telephone number to make an outgoing call or answer an incoming call,unless this practice is prohibited by State or local law. The term also does not include glancing at or listening to a navigational device that is secured in a commercially designed holder affixed to the vehicle,provided that the destination and route are programmed into the device either before driving or while stopped in a location off the roadway where it is safe and legal to remain stationary. For the purpose of this Term B.4,the"Government"includes the United States Government and State, local, and tribal governments at all levels. (b) Workplace Safety. In accordance with Executive Order 13513,Federal Leadership on Reducing Text Messaging While Driving(Oct. 1, 2009)and DOT Order 3902.10, Text Messaging While Driving(Dec. 30, 2009),the Recipient, subrecipients, contractors, and subcontractors are encouraged to: (1)adopt and enforce workplace safety policies to decrease crashes caused by distracted drivers including policies to ban text messaging while driving— (i)Company-owned or-rented vehicles or Government-owned, leased or rented vehicles; or (ii)Privately-owned vehicles when on official Government business or when performing any work for or on behalf of the Government. 25 of 37 (2) Conduct workplace safety initiatives in a manner commensurate with the size of the business, such as— (i)Establishment of new rules and programs or re-evaluation of existing programs to prohibit text messaging while driving; and (ii)Education, awareness, and other outreach to employees about the safety risks associated with texting while driving. (c)Subawards and Contracts. To the extent permitted by law,the Recipient shall insert the substance of this exhibit, including this paragraph(c), in all subawards, contracts, and subcontracts under this award that exceed the micro-purchase threshold, other than contracts and subcontracts for the acquisition of commercially available off-the-shelf items. 26 of 37 TERM B.5 EQUIVALENT LABOR PROTECTIONS UNDER 49 U.S.C. 22905(c)(2)(B) This award term B.5 provides guidance on the protective arrangements equivalent to the protective arrangements established under 49 U.S.C. § 22404,with respect to employees affected by actions taken in connection with a Project financed in whole or in part with financial assistance subject to 49 U.S.C. § 22905(c)(2)(B). Fluctuations and changes in volume or character of employment brought about solely by other causes are not within the scope of this award term B.S. 1. Definitions.Whenever used in this award term B.5, capitalized terms shall have the meanings below: (a) "Average Monthly Compensation"means the total compensation received by a Displaced Employee or a Dismissed Employee during the last twelve(12)months in which they were employed immediately preceding the date of their displacement or dismissal,divided by twelve (12). The Average Monthly Compensation shall be adjusted to reflect subsequent general wage increases. (b) "Average Monthly Time"means the total number of hours worked by a Displaced Employee during the last twelve(12)months in which they were employed immediately preceding the date of their displacement, divided by twelve(12). (c) "Day"means one 24-hour calendar day(including holidays and weekends) for purposes of calculating deadlines and other timeframes in this award term B.S. (d) "Displaced Employee"means a Protected Employee who remains employed by a Railroad but, as a result of a Project, is placed in a worse position with respect to compensation and rules governing working conditions. A Protected Employee's status as a Displaced Employee begins on the date said employee is harmed. (e) "Dismissed Employee"means a Protected Employee who: (1) as a result of a Project, is deprived of employment with the Railroad because(i)the Railroad eliminates the Protected Employee's position, or(ii)the Railroad eliminates another employee's position(and that employee's exercise of seniority rights results in the Protected Employee's inability to secure another position by the exercise of the Protected Employee's seniority rights); and(2) is unable to secure another position by exercise of their seniority rights A Protected Employee's status as a Dismissed Employee begins on the date said employee is deprived of employment. (f) "Project"means any action financed in whole or in part with fmancial assistance subject to 49 U.S.C. § 22905(c)(2)(B). (g) "Protected Employee"means an employee of a Railroad who is affected by actions taken pursuant to a Project,whether the Project is initiated by a Railroad or a Recipient. If a Railroad rearranges or adjusts its forces in anticipation of a Project with the purpose or effect of depriving an employee of benefits to which they otherwise would have become entitled under this award term B.5,then that employee is a Protected Employee under this award term B.S. An employee's status as a Protected Employee shall continue for the duration of the applicable 27 of 37 Protective Period. An employee who solely benefitted as a result of a Project shall not be a Protected Employee under this award term B.5. (h) "Protective Period"means that period during which a Displaced Employee or a Dismissed Employee is provided the protections described in this award term B.5. The Protective Period begins on the date an employee of a Railroad is displaced or dismissed and ends after six (6)years. However,the Protective Period for any particular employee shall not continue longer than the period of time the Railroad employed the employee prior to the date of their displacement or dismissal. For purposes of this award term B.5, an employee's length of service shall be determined in accordance with the provisions of Section 7(b) of the Washington Job Protection Agreement of May 1936, as amended. (i) "Recipient"means any person or entity receiving financial assistance subject to the requirements of 49 U.S.C. § 22905(c), including grantees, subrecipients, contractors, and subcontractors. (j) "Railroad"means (1) a railroad carrier as defined in 49 U.S.C. § 20102(3), or(2) any person deemed a rail carrier pursuant to 49 U.S.C. § 22905(b). 2. Flow Down. (a) In accepting financial assistance for a Project, the Recipient is responsible for ensuring the compliance with the protections provided in this award term B.5. The Recipient shall make the acceptance of this award term B.5 a condition of any new contract(or incorporate its terms into any existing contract by amendment)that uses funds subject to the requirements of 49 U.S.C. § 22905(c). These conditions shall apply to a Recipient, any Railroad and any contractor of any tier with which the Recipient contracts using funds subject to the requirements of 49 U.S.C. § 22905(c). (b) The Recipient shall require in an agreement(either in a new agreement or as an amendment to an existing agreement)with a Railroad owning the right-of-way to be improved by a Project that the Railroad notify its employees (or their representatives) of the Project being funded with financial assistance subject to 49 U.S.C. § 22905(c) and the applicability of these protections. (c) Any Railroad employee (or their representatives)may notify a Recipient of a dispute or controversy relating to the requirements of this award term B.5 to ensure compliance with 49 U.S.C. § 22905(c)(2)(B). 3. Collective Bar2ainini A2reements. (a) Existing A2reements. The rates of pay,rules,working conditions, and all collective bargaining and other rights,privileges,and benefits (including continuation of pension rights and benefits) of a Railroad's employees under applicable laws,regulations, and/or existing collective bargaining agreements shall be preserved and remain applicable unless changed by future collective bargaining agreements or applicable statutes or regulations. As applied to the regulation of subcontracting by the Railroads of a Project,the provisions of this section shall mean that a determination of whether or not such work validly may be subcontracted by a 28 of 37 Railroad shall not be affected by the fact that the work is being financed by funds subject to the requirements of 49 U.S.C. § 22905(c)(2)(B). Nothing in this award term B.5 shall be construed as depriving any Railroad employee of any rights or benefits or eliminating any obligations that such employee may have under any existing contractual or statutory arrangement,including job security agreements,protective conditions, or arrangements. (b) Election by Protected Employee. Where a Protected Employee is eligible for protections under both this award term B.5 and another contractual or statutory arrangement,the Protected Employee shall elect between the protection under this award term B.5 and protection under such other arrangement. After such an election,the Protected Employee shall be protected only by the arrangement that they elect. The Protected Employee shall not be entitled to any protection or benefit(regardless of whether such benefit is duplicative)under the arrangement that they do not elect. However, if the elected protection expires pursuant to the terms of the arrangement that governs the elected protection,the Protected Employee is entitled to protection under the arrangement not originally elected for the remainder, if any, of the Protective Period. 4. Change in Operations, Services,Facilities,or Equipment. (a) Notice. When a Railroad contemplates a change or changes in its operations, services, facilities, or equipment as a result of a Project, which may cause the dismissal or displacement of Protected Employees or rearrangement of forces involving such employees, it shall give at least sixty(60) days' written notice of such intended changes to both Protected Employees and their duly authorized representatives (if applicable). Such notice shall contain a full and adequate description of the proposed changes, including an estimate of the number of Protected Employees of each class affected by the intended changes. (b) Negotiations. (i) Initiation of Negotiation. Within sixty(60)days after the Railroad issues a notice under Section 4(a) of this award term B.5,the Railroad or the Protected Employees (or their representatives)may,by written notice to the other party,request a meeting and opportunity to negotiate an agreement with respect to the application of the terms and conditions of this award term B.S. These negotiations shall commence within fourteen (14) days from the receipt of such request. (ii) Subject of Negotiations. Each change to rail operations, services, facilities, structure, or equipment(including rights-of-way,track, and signal and crossing systems) that may result in dismissal or displacement of Protected Employees or rearrangement of forces involving such employees shall be subject to review and negotiation by the parties, but only to the extent necessary to ensure compliance with this award term B.S. For any contemplated rearrangement of rail forces, the Railroad and the representative(s) of the Protected Employees shall agree on the method of selection of employees to be moved, and the assignment of those employees to new roles. (c) Arbitration. If the Railroad and the representative(s)of the Protected Employees fail to agree within forty-five(45) days from the initial meeting and opportunity to negotiate, either party may submit the dispute for arbitration in accordance with the following procedures: 29 of 37 (i) Notice& Selection of Arbitrator. Within ten(10)days after either party has notified the other in writing of their desire to submit the dispute for arbitration,the parties shall select a neutral arbitrator. If the parties cannot agree upon the selection of said arbitrator,then the parties shall submit a request to the National Mediation Board to appoint an arbitrator. In either case, a hearing shall be scheduled no later than thirty(30) days after an arbitrator has been appointed. (ii) Binding Decision. The decision of the arbitrator shall be final,binding, and conclusive and shall be rendered within thirty(30)days from the date of the commencement of the hearing of the dispute. (iii) Expenses. The salary and expenses of the arbitrator shall be borne equally by the parties to the proceeding; all other expenses shall be paid by the party incurring them. (d) Implementation. If a notice is issued under Section 4(a),the Railroad shall not implement such a change or changes until: (i) sixty(60) days after the notice in accordance with Section 4(a), if no party requests a meeting and opportunity to negotiate; (ii)the parties reach agreement pursuant to Section 4(b), if a party requests a meeting and opportunity to negotiate; or (iii)a referee has rendered a decision pursuant to Section 4(c). 5. Protections for Displaced Employees (a) Displacement Allowances. (i) In General. If a Displaced Employee is unable, in the normal exercise of such employee's seniority rights under existing agreements,rules and practices,to obtain a position that is compensated equal to or exceeding the compensation the Displaced Employee received in the position from which such employee was displaced,then the Displaced Employee shall, during the Protective Period,be paid a monthly displacement allowance equal to the difference between the monthly compensation received by the Displaced Employee in the position in which such employee is retained and the Average Monthly Compensation received by the Displaced Employee in the position from which such employee was displaced(the"Displacement Allowance"). (ii) Application of Displacement Allowance. If a Displaced Employee's compensation in that employee's retained position is less in any month in which such employee performs work than the Average Monthly Compensation,then the Displaced Employee shall be paid the difference between the current compensation and the Average Monthly Compensation. However,the Displacement Allowance shall be reduced by the Displaced Employee's time lost as a result of voluntary absences,to the extent that the Displaced Employee is not available for service equivalent to the Displaced Employee's Average Monthly Time. If, on the other hand,the Displaced Employee, in such employee's retained position,works in excess of the Average Monthly Time in any given month,then the Displaced Employee shall be additionally compensated for such excess time at the rate of pay of the employee's retained position. If a Displaced Employee fails to exercise their seniority rights to secure another position available to the employee 30 of 37 which does not require a change in such employee's place of residence,to which the employee is entitled under the working agreement, and which carries a rate of pay and compensation exceeding those of the position that the employee elects to retain,then the Displaced Employee shall thereafter be treated for the purposes of this section as occupying the position such employee elects to decline. (iii) Early Expiration. The Displacement Allowance shall cease prior to the expiration of the Protective Period in the event of the Displaced Employee's resignation, death,retirement, or dismissal for justifiable cause. (b) Moving Expenses.Any Protected Employee retained in the service of a Railroad, or who is later restored to service after being entitled to receive a Dismissal Allowance, and is required to change the point of such employee's employment as a result of the Project, and within the employee's Protective Period is required to move the employee's place of residence, shall be reimbursed for all expenses of moving the employee's household and other personal effects, including travel expenses,temporary living expenses, and any actual wage loss during the time necessary to make the move, and for a reasonable time thereafter,not to exceed five(5) days. (i) Prior Agreement. The exact extent of the responsibility of a Railroad under this Section and the ways and means of transportation shall be agreed upon in advance by the Railroad and the Protected Employee or their representatives. (ii) Exception. Changes in residence that are not a result of a Project,which are made after the initial change and that grow out of the normal exercise of seniority rights, are not within the purview of this Section. (iii) Furloughed Employees. The Railroad shall, to the same extent provided above, assume the moving expenses outlined in Section 5(b) for an employee furloughed within three(3)years after changing such employee's point of employment as a result of a Project,who elects to move their place of residence back to their original point of employment. (iv) Reimbursement. A claim for reimbursement shall be paid under the provisions of this Section within sixty(60)days after it is submitted,unless disputed by the Railroad,but no claim shall be paid if presented to the Railroad more than ninety(90) days after the date on which the expenses were incurred. (c) Losses from Home Sale or Contract Termination. Any Displaced Employee who is retained in the service of a Railroad(or who is later restored to service after being entitled to receive a dismissal allowance), and who is required to change the point of such employee's employment during the Protective Period as a result of a Project, is entitled to the following: (i) Home Sale for Less Than Fair Market Value. If the Displaced Employee owns their place of residence in the locality from which such employee is required to move, then at the Displaced Employee's option,the Railroad shall reimburse the Displaced Employee for the difference between the actual sale price and the fair market value of the employee's place of residence. The Railroad shall pay such difference within 31 of37 sixty(60)days after the Displaced Employee has filed a claim for such loss in accordance with Section 5(c)(vi),unless a controversy arises as to which Section 5(c)(vii) applies. In each case,the fair market value of the home in question shall be determined without consideration of the Project. The Railroad shall in each instance be afforded an opportunity to purchase the home at such fair market value before it is sold by the Displaced Employee to any other person. (ii) Election to Receive Closing Costs. The Displaced Employee may elect to waive the provisions of Section 5(c)(i) and to receive, in lieu thereof, an amount equal to the closing costs that are customarily paid for and assumed by a seller of real estate in the jurisdiction in which the employee's residence is located. Such costs shall include customary fees paid to a licensed realtor(not to exceed six percent(6%)of the final sale price) and any prepayment penalty required by any mortgagor or beneficiary of a deed of trust. Such costs shall not include the payment of any mortgage discount points or similar interest discount fees by the Displaced Employee. (iii) Pending Contract to Purchase. If a Displaced Employee has entered into a contract to purchase a place of residence,but due to a Project must cancel that contract, the Railroad shall indemnify the Displaced Employee against any losses due to such cancellation, and shall relieve the Displaced Employee from any further obligation under the contract. (iv) Unexpired Lease. If the Displaced Employee holds an unexpired lease of a dwelling as the employee's primary place of residence, and the Displaced Employee must cancel the lease due to a Project, the Railroad shall indemnify the Displaced Employee from all costs and liability arising from said cancellation. (v) Exclusions. Any change in residence that is not due to or caused by a Project, or that resulted from the normal exercise of a Protected Employee's seniority rights, shall not be within the purview of this Section. (vi) Notification of Claims. A Displaced Employee shall notify, in writing,the Railroad of such employee's claim arising from this Section 5(c)within one (1) year of the date the Displaced Employee's claim accrues. (vii) Home Value Disagreements. In the event of disagreement between a Railroad and a Displaced Employee as to the value of a Displaced Employee's claim, either party(or their representatives)may request, in writing, a joint conference to resolve the disagreement. A. Real Estate Appraisers. If the parties are unable to resolve the disagreement, either party may refer the disagreement to two licensed real estate appraisers, one of whom shall be selected by the Displaced Employee (or such employee's representatives), and one of whom shall be selected by the Railroad. If the two selected real estate appraisers are unable to agree on a valuation within thirty(30) days, the selected real estate appraisers shall designate(or agree to a method by which to select) a third licensed real estate 32 of 37 appraiser within ten(10) days. If unable to agree on a selection, either party may request the National Mediation Board to designate within twenty(20) days a third licensed real estate appraiser. A decision by two of the three licensed real estate appraisers shall be required to determine the value in dispute. Said decision shall be final and conclusive. B. Payment of Expenses. The salary and expenses of the third or neutral appraiser shall be borne equally by the parties to the proceedings. All other expenses shall be paid by the party incurring them, including the compensation of the appraiser selected by such party. (d) Failure to Exercise Seniority Rights. If a Displaced Employee is able but does not exercise such employee's seniority rights to secure another position that does not require a change in the employee's primary place of residence,the Displaced Employee shall not be entitled to moving expenses or protections due to the sale of a home outlined in Sections 5(b)&(c). 6. Protections for Dismissed Employees. (a) Dismissal Allowance. A Dismissed Employee shall be paid a monthly dismissal allowance from the date they are deprived of employment through the Protective Period. (i) Monthly Dismissal Allowance Calculation. The monthly dismissal allowance shall be equivalent to the Average Monthly Compensation received by the Dismissed Employee in the last twelve (12)months of employment prior to the employee's dismissal. (ii) Submission of Claim. A claim for the initial month of a dismissal allowance shall be paid within ninety(90)days and a claim for a subsequent month shall be paid within sixty(60)days after the claim is filed by the Dismissed Employee,unless the claim is disputed by the Railroad pursuant to Section 8 of this award term B.5. (iii) Reduction or Suspension of Dismissal Allowance. If a Dismissed Employee accepts new employment(or reemployment by the dismissing Railroad)during the Protective Period,the dismissal allowance shall be reduced such that the accepted monthly compensation at the then-current position(including any unemployment insurance compensation received)plus the dismissal allowance is equivalent to the Dismissed Employee's Average Monthly Compensation. If the compensation of the Dismissed Employee's then-current employment is greater than the dismissal allowance, the dismissal allowance shall be suspended. Such reduction or suspension shall continue for the duration of the Protective Period,unless and until the Dismissed Employee's then- current compensation is reduced or eliminated. Prior to dismissal, such Dismissed Employee (or their representative) and the dismissing Railroad shall agree upon a procedure by which such Railroad shall be informed of the earnings and benefits of such Dismissed Employee in their new position of employment. (iv) Early Termination. The dismissal allowance shall cease prior to the expiration of the Protective Period in the event of the Dismissed Employee's resignation, 33 of 37 death, retirement, dismissal for justifiable cause under existing agreements, failure without good cause to return to service after being notified in accordance with an applicable working agreement, or failure without good cause to accept a comparable position that does not require a change of residence,for which the Dismissed Employee is qualified and eligible with the Railroad from which such employee was dismissed after being notified, if the employee's return does not infringe upon employment rights of other employees under a working agreement. (b) Separation Allowance. A Dismissed Employee may, at such employee's option, within seven(7)days of dismissal or an arbitration award establishing the employee's status as a Dismissed Employee,resign and(in lieu of all other benefits and protections provided in this award term B.5)accept a lump sum payment computed in accordance with Section 9 of the Washington Job Protection Agreement of May 1936, as amended. (c) Priority of Employment or Re-Employment. Any Protected Employee whose employment is terminated or who is furloughed as a result of a Project shall, if they so request, be granted priority of employment or re-employment to fill a position comparable to that which they held on the Railroad(even if in a different craft or class), so long as they are qualified, or by training or retraining can become physically and mentally qualified, for the position. However, such priority of employment or re-employment must not be in contravention of any relevant collective bargaining agreements. (i) Training or Re-Training. In the event such training or retraining is requested by a Protected Employee pursuant to Section 6(c),the Railroad shall provide such training or retraining at no cost to the Protected Employee. (ii) Waiver of Protections. If a Protected Employee who has made a request under Section 6(c) fails without good cause within ten(10)days to accept an offer of a comparable position for which such employee has satisfactorily completed such training, the Protected Employee shall,upon the expiration of such ten(10)day period, forfeit all rights and benefits under this award term B.5. 7. Fringe Benefits.No Protected Employee shall be deprived during the Protective Period of any(non-salary)rights,privileges, or benefits attached to such employee's previous employment under the terms and conditions of an existing employment agreement(including, but not limited to, free transportation,hospitalization,pensions, insurance, or vacation benefits), so long as such rights,privileges, or benefits continue to be accorded to other employees of the Railroad, in active service or on furlough as the case may be,to the extent that such rights, privileges, or benefits can be so maintained under present authority of law, corporate action, or through future authorization. 8. Arbitration of Disputes. (a) Scope. Any dispute under these conditions not settled by the relevant parties will be resolved in arbitration as provided herein. In the event a Railroad and the Protected Employee(s) (or their representatives) cannot settle a dispute or controversy with respect to the interpretation, application,or enforcement of any provision of this award term B.5 (other than 34 of 37 those Sections of this award term B.5 that provide for another means of dispute resolution) within thirty(30)days after the dispute arises, either party may refer the dispute to an arbitration committee. The affected Protected Employee(s)(or their representatives)may notify a Recipient of a dispute or controversy under this Section 8 to ensure compliance with 49 U.S.C. § 22905(c)(2)(B). (b) Notice. The party referring the dispute to an arbitration committee shall notify the other party in writing of its intent to refer a dispute or controversy to an arbitration committee. (c) Selection of Members. Within ten(10) days of receipt of the written notice, each party to the arbitration shall select one (1)member of the committee, and the members thus chosen shall select an additional,neutral member to serve as chairman. If any party fails to select its member of the arbitration committee within the prescribed time limit,the general chairman of the involved labor organization or a senior officer designated by the Railroad or the Recipient, as the case may be, shall be deemed the selected member. Should the members be unable to agree upon the appointment of the neutral member within ten(10) days,the parties shall then within an additional ten(10) days agree to a method by which a neutral member shall be appointed; failing such agreement, either party may request the National Mediation Board to designate within twenty(20)days the neutral member whose designation will be binding upon the parties. (d) Multiple Representatives. In the event a dispute involves more than one labor organization, each will be entitled to a representative on the arbitration committee,in which event the Railroad or Recipient may appoint additional representatives equivalent to the number of labor organization representatives;provided,however,that the decision in such case shall be made by the neutral member. (e) Decisions Binding. The decision,by majority vote except as provided otherwise in paragraph(d) of this Section, of the arbitration committee shall be final, binding, conclusive, and rendered within forty-five(45)days after the hearing of the dispute or controversy has been concluded and the record closed. (f) Expenses. The salaries and expenses of the neutral member shall be borne equally by the parties to the proceeding, and all other expenses shall be paid by the party incurring them. 9. Classification of a Protected Employee. In the event an employee(or their representatives)cannot settle a dispute or controversy with the Railroad or the Recipient as to whether or not a particular employee would be affected by a Project, either party may refer the dispute to an arbitration committee within thirty(30)days after the dispute arises pursuant to the arbitration procedures in Section 8. For any such dispute,the employee of a Railroad shall have the burden to identify,with reasonable specificity, the Project that allegedly affected them, and to specify the pertinent facts of that Project, including the change or changes resulting from the Project that allegedly affected them. The burden shall then shift to the Railroad or Recipient to show that factors other than a change resulting from the Project affected the employee. The 35 of 37 employee shall prevail on this issue if it is established that the Project had an effect upon the employee, even if other factors also may have affected the employee. 10. Resolution of Disputes for Non-Bargaining.Unit Protected Employees.Any Protected Employee who is not represented by a labor organization shall be afforded substantially the same levels of protection as are afforded to members of labor organizations under this award term B.5. In the event any dispute arises between a Railroad and an employee not represented by a labor organization with respect to the interpretation, application, or enforcement of any provision of this award term B.5 that cannot be settled by the parties within thirty(30)days after the dispute arises, either party may, as an alternative to the dispute resolution procedures outlined in this award term B.5,refer the dispute within ninety(90) days after the dispute arises to the Secretary of Labor for determination. The determination of the Secretary of Labor, or their designated representative, shall be final and binding on the parties. 11. Severability. In the event any provision of this award term B.5 is held to be invalid or otherwise unenforceable under applicable law, the remaining provisions of this award term B.5 shall not be affected. 36 of 37 EXHIBIT D—Assurance of Compliance with Applicable Federal Law During the performance of this Agreement,the Consultant,for itself,its assignees,and successors in interest agrees as follows: 1. Compliance with Regulations. The Consultant shall comply with the Acts and the Regulations relative to Non-discrimination in Federally-assisted programs of the U.S. Department of Transportation, Federal Railroad Administration(FRA),as they may be amended from time to time,which are herein incorporated by reference and made a part of this Agreement. 2. Non-discrimination. The Consultant,with regard to the work performed by it during this Agreement, shall 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. Consultant shall 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 CFR Part 21. 3. Solicitations for Subcontracts, Including Procurements of Materials and Equipment. In all solicitations, either by competitive bidding, or negotiation made by Consultant for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier shall be notified by Consultant of Consultants's obligations under this Agreement and the Acts and the Regulations relative to non-discrimination on the grounds of race, color, or national origin. 4. Information and Reports. Consultant shall provide all information and reports required by the Acts, the Regulations, and directives issued pursuant thereto, and shall permit access to its books, records, accounts,other sources of information,and its facilities as may be determined by the City or the FRA to be pertinent to ascertain compliance with such Acts, Regulations, and instructions. Where any information required of Consultant is in the exclusive possession of another who fails or refuses to furnish the information, Consultant shall so certify to the City or FRA, as appropriate, and shall set forth what efforts it has made to obtain the information. 5. Sanctions for Noncompliance. In the event of a Consultant's noncompliance with the non- discrimination provisions of this Agreement,the City will impose such contract sanctions as it or FRA may determine to be appropriate,including,but not limited to: A. Withholding payments to Consultant under the Agreement until Consultant complies; and/or B. Cancelling,terminating, or suspending the Agreement, in whole or in part. 6. Incorporation of Provisions. Consultant shall include the provisions of this Exhibit D to this Agreement in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, Regulations and directives issued pursuant thereto. Consultant shall take action with respect to any subcontract or procurement as the City or FRA may direct as a means of enforcing such provisions,including sanctions for noncompliance. Provided,that if Consultant becomes involved in,or is threatened with litigation by a subcontractor or supplier because of such direction,Consultant may request that the City enter into any litigation to protect the interests of the City. In addition,Consultant may request the United States to enter into the litigation to protect the interests of the United States. 7. Pertinent Non-Discrimination Authorities:During the performance of this Agreement,the Consultant agrees to comply with the following non-discrimination statutes and authorities; including but not limited to: Title VI of the Civil Rights Act of 1964(42 U.S.C. §2000d et seq.,78 stat.252),(prohibits discrimination on the basis of race,color,national origin);and 49 CFR Part 21;and 49 Part 26; The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. §4601),(prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); Federal-Aid Highway Act of 1973,(23 U.S.C. §324 et seq.), (prohibits discrimination on the basis of sex); Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. §794 et seq.), as amended, (prohibits discrimination on the basis of disability);and 49 CFR Part 27; The Age Discrimination Act of 1975, as amended, (42 U.S.C. §6101 et seq.), (prohibits discrimination on the basis of age); Airport and Airway Improvement Act of 1982, (49 U.S.C. §471, Section 47123), as amended,(prohibits discrimination based on race,creed,color,national origin,or sex); The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973,by expanding the definition of the terms"programs or activities"to include all of the programs or activities of the Federal- aid recipients, sub-recipients and contractors, whether such programs or activities are Federally funded or not); Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems,places of public accommodation,and certain testing entities(42 U.S.C. §§12131- 12189)as implemented by Department of Transportation regulations at 49 C.F.R.parts 37 and 38; The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. §47123) (prohibits discrimination on the basis of race,color,national origin,and sex); Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures Non-discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of Limited English proficiency(LEP). To ensure compliance with Title VI,you must take reasonable steps to ensure that LEP persons have meaningful access to your programs(70 Fed.Reg. at 74087 to 74100); and Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities(20 U.S.C.§1681 et seq.). 49 U.S.0 §306,which prohibits discrimination on the basis of race,color,national origin, or sex in railroad financial assistance programs; and RCW 49.60.180 Any other nondiscrimination regulation implemented related to any of the prior above stated statutes, any other nondiscrimination Executive Order implemented related to the above stated statutes, any USDOT Order implemented related to nondiscrimination, and any other applicable federal laws, regulations, requirements, and guidance prohibiting discrimination. 8. Compliance with 2 C.F.R. Part 200, Uniform Administrative Requirements, Cost Principles and Audit Requirements: This Agreement shall be subject to 2 C.F.R. Part 200, Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards and the United States Department of Transportation implementing regulations at 2 C.F.R. Part 1201 (see 2 C.F.R. § 200.101), and such provisions are incorporated by reference herein. 9. Compliance with provisions of Federal Grants: City has received the following federal grants: Rebuilding America's Infrastructure with Sustainability and Equity (RAISE); Congestion Mitigation and Air Quality Improvement(CMAQ)and Surface Transportation Block Grant(STBG)programs pursuant to Grant Agreement Number 69A36524420020RLDWA. All City contracts and subcontracts are subject to certain additional federal requirements as part of the federal grant funding. The City has provided a copy of the executed CMAQ and STBG Grant Agreement, and a draft copy of the RAISE Grant Agreement to Consultant. The Parties agree that the CMAQ and STBG, and RAISE Grant Agreements are incorporated into this Agreement by this reference and attached hereto as Appendix 1 to this Exhibit D. Upon execution of the RAISE Grant Agreement, the Parties agree that the executed RAISE Grant Agreement shall be incorporated into this Agreement in place of the draft. The Parties agree that Consultant was selected in part because of its ability to comply with applicable federal grant requirements. Parties agree that Consultant and all subconsultants shall be subject to and comply with all applicable federal grant award requirements as described in Exhibit D,and as may be updated or amended from time to time. The Scope of Services shall be deemed amended if the Parties determine any modification is necessary to ensure compliance with the Federal grant requirements. Consultant has read the Grant Agreements, is familiar with,and agrees to comply with all provisions applicable to City's consultants and subconsultants therein. All provisions of the Grant Agreements applicable to City's consultants and subconsultants are hereby incorporated by reference herein. 10. Prohibition in Trafficking in Persons: Consultant and any subconsultant shall not(a)engage in sever forms of trafficking in persons during the period of this Agreement;(b)procure a commercial sex act during the period of time that the award is in effect,or(c)use forced labor in the performance of this Agreement. This Agreement shall be terminated if Consultant, subconsultant, or any of their employees, officers, or officials is determined to have either violated any provision of this paragraph directly or through such conduct is imputed to the City or Consultant pursuant to the standards set forth in 2 C.F.R. part 180, as implemented at 2 C.F.R.part 1200. Consultant and any subconsultants shall notify the City immediately if they receive information from any source alleging a violation of this paragraph during the term of this Agreement. 11. Not used. 12. Federal Railroad Administration Review: The Federal Railroad Administration shall have the right to participate in the review of examination of any services provided as part of this Agreement or sub- agreement while such services are in progress or upon completion. 13. Provisions Required by 2 CFR Part 200,Appendix II: Consultant is subject all provisions identified in Appendix II to 2 CFR Part 200. Such provisions that are not otherwise identified in the Agreement or this exhibit are identified below: a. Equal Employment Opportunity. During the performance of this Agreement,Consultant agrees as follows: (1)Consultant will not discriminate against any employee or applicant for employment because of race,color,religion, sex,sexual orientation,gender identity,or national origin.Consultant will take affirmative action to ensure that applicants are employed,and that employees are treated during employment without regard to their race, color,religion, sex, sexual orientation,gender identity,or national origin. Such action shall include,but not be limited to the following: employment,upgrading, demotion, or transfer;recruitment or recruitment advertising; layoff or termination;rates of pay or other forms of compensation;and selection for training,including apprenticeship. Consultant agrees to post in conspicuous places,available to employees and applicants for employment,notices to be provided setting forth the provisions of this nondiscrimination clause. (2)Consultant will, in all solicitations or advertisements for employees placed by or on behalf of Consultant,state that all qualified applicants will receive consideration for employment without regard to race,color,religion,sex,sexual orientation,gender identity,or national origin. (3)Consultant will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about,discussed,or disclosed the compensation of the employee or applicant or another employee or applicant.This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information,unless such disclosure is in response to a formal complaint or charge,in furtherance of an investigation,proceeding,hearing,or action,including an investigation conducted by the employer,or is consistent with Consultant's legal duty to furnish information. (4)Consultant will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding,a notice advising said labor union or workers'representatives of Consultant's commitments under this section,and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (5)Consultant will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules,regulations,and relevant orders of the Secretary of Labor. (6)Consultant will furnish all information and reports required by Executive Order 11246 of September 24, 1965,and by rules,regulations,and orders of the Secretary of Labor,or pursuant thereto,and will permit access to his books,records,and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations,and orders. (7)In the event of Consultant's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules,regulations,or orders,this contract may be canceled,terminated,or suspended in whole or in part and Consultant may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965,and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965,or by rule, regulation,or order of the Secretary of Labor, or as otherwise provided by law. (8)Consultant will include the portion of the sentence immediately preceding paragraph(1)and the provisions of paragraphs(1)through(8)in every subcontract or purchase order unless exempted by rules,regulations,or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965,so that such provisions will be binding upon each subcontractor or vendor. Consultant will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance.Provided,however,that in the event a contractor becomes involved in,or is threatened with,litigation with a subcontractor or vendor as a result of such direction by the administering agency, Consultant may request the United States to enter into such litigation to protect the interests of the United States. b. Copeland"Anti-Kickback"Act. Consultant shall comply with 40 U.S.C. 3145 as supplemented by 29 C.F.R.Part 3.Consultant acknowledges that it is prohibited from inducing,by any means, any person employed in the construction,completion, or repair of public work,to give up any part of the compensation to which he or she is otherwise entitled.Consultant agrees to timely report all suspected or reported violations to the LOCAL AGENCY. c. Contract Work Hours and Safety Standards Act. Consultant shall comply with 40 U.S.C. 3701- 3708 to the extent applicable. d. Compliance with Environmental Law. Consultant shall comply with all applicable provisions of the Clean Air Act(42 U.S.C. 7401-7671q.)and the Federal Water Pollution Control Act(33 U.S.C. 1251-1387),as amended. e. Byrd Anti-Lobbying Amendment. Consultant certifies that it has not and will not use Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress,officer or employee of Congress,or an employee of a member of Congress in connection with obtaining any Federal contract,grant or any other award covered by 31 U.S.C. 1352.Consultant must disclose any lobbying using non- Federal funds that takes place in connection with obtaining any Federal award. f. Procurement of Recovered Material. To the extent applicable to the work identified in the Agreement,Consultant shall comply with 2 CFR§ 200.323. g. Prohibition on Video Surveillance Equipment from Certain Foreign Entities. To the extent applicable to the work identified in the Agreement, Consultant shall comply with 2 CFR§ 200.216. h. Domestic preferences for procurements. To the extent applicable to the work identified in the Agreement,Consultant shall comply with 2 CFR§ 322. 14. Prohibition on Contracting with Entities With Delinquent Tax Liability or a Felony Conviction Under Federal Law: a. Terms used within this section 14 shall have the meaning set forth in Term B.3 of the CMAQ and STBG Grant Agreement in Exhibit C. b. By signing the Agreement,Consultant certifies that Consultant(i)does not have any unpaid Federal tax liability that has been assessed,for which all judicial and administrative remedies have been exhausted or have lapsed,and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability;and(ii)was not convicted of a felony criminal violation under any Federal law within the preceding 24 months,including conviction of an offense defined in a section of the United States Code that specifically classifies the offense as a felony and conviction of an offense that is classified as a felony under 18 U.S.C. 3559. c. Mandatory Check in the System for Award Management. Before entering a Covered Transaction with another entity,a Participant shall check the System for Award management (the"SAM")at http://www.sam.gov/for an entry describing that entity. d. Mandatory Certifications. Before entering a Covered Transaction with another entity,a Participant shall require that entity to make the certifications as outlined in this section 14(b). e. Prohibition. If i. the SAM entry for an entity indicates that the entity has a Tax Delinquency or a Federal Conviction; ii. an entity provides an affirmative response to either certification in section 14(b); or iii. an entity's certification under section 14(b)was inaccurate when made or became inaccurate after being made then a Participant shall not enter or continue a Covered Transaction with that entity unless the USDOT has determined in writing that suspension or debarment of that entity are not necessary to protect the interests of the Government. f. Mandatory Notice to the USDOT. i. If the SAM entry for a Participant indicates that the Participant has a Tax Delinquency or a Felony Conviction,the Recipient shall notify the USDOT in writing of that entry. ii. If a Participant provides an affirmative response to either certification in section 14(b)of this Exhibit D,the City shall notify the USDOT in writing of that affirmative response. iii. If the City knows that a Participant's certification under section 1 was inaccurate when made or became inaccurate after being made,the City shall notify the USDOT in writing of that inaccuracy. g. All Participants shall notify the City in writing of any information that would require the City to notify the USDOT pursuant to section 14(f)above. 15. Text Messaging While Driving: a. Definitions. The following definitions are intended to be consistent with the definitions in DOT Order 3902.10, Text Messaging While Driving(Dec.30,2009)and Executive Order 13513,Federal Leadership on Reducing Text Messaging While Driving(Oct. 1,2009). For clarification purposes,they may expand upon the definitions in the executive order. For the purpose of this Section 15,"Motor Vehicles"means any vehicle, self-propelled or drawn by mechanical power, designed and operated principally for use on a local,State or Federal roadway,but does not include a military design motor vehicle or any other vehicle excluded under Federal Management Regulation 102-34-15. For the purpose of this Section 15,"Driving"means operating a motor vehicle on a roadway, including while temporarily stationary because of traffic congestion,a traffic signal,a stop sign,another traffic control device,or otherwise. It does not include being in your vehicle (with or without the motor running)in a location off the roadway where it is safe and legal to remain stationary. For the purpose of this Section 15,"Text messaging"means reading from or entering data into any handheld or other electronic device(including,but not limited to,cell phones, navigational tools,laptop computers,or other electronic devices), including for the purpose of Short Message Service(SMS)texting, e-mailing,instant messaging, obtaining navigational information,or engaging in any other form of electronic data retrieval or electronic data communication. The term does not include the use of a cell phone or other electronic device for the limited purpose of entering a telephone number to make an outgoing call or answer an incoming call,unless this practice is prohibited by State or local law. The term also does not include glancing at or listening to a navigational device that is secured in a commercially designed holder affixed to the vehicle,provided that the destination and route are programmed into the device either before driving or while stopped in a location off the roadway where it is safe and legal to remain stationary. For the purpose of this Section 15 the"Government"includes the United States Government and State,local,and tribal governments at all levels. b. Workplace Safety.In accordance with Executive Order 13513,Federal Leadership on Reducing Text Messaging While Driving(Oct. 1,2009)and DOT Order 3902.10,Text Messaging While Driving(Dec. 30,2009),the Consultant is encouraged to: 1. Adopt and enforce workplace safety policies to decrease crashes caused by distracted drivers including policies to ban text messaging while driving(i)company-owned or -rented vehicles or Government-owned, leased or rented vehicles;or(ii)privately- owned vehicles when on official Government business or when performing any work for or on behalf of the Government. 2. Conduct workplace safety initiatives in a manner commensurate with the size of the business,such as(i)establishment of new rules and programs or re-evaluation of existing programs to prohibit text messaging while driving;and(ii)education, awareness,and other outreach to employees about the safety risks associated with texting while driving. c. Contracts.To the extent permitted by law,the Consultant shall insert the substance of this section 15,including this subsection(c),in all contracts with third parties to supply goods or services to complete the work identified in this Agreement. This paragraph 15(c)does not apply to contracts for the acquisition of commercially available off-the-shelf items. 16.Prohibition on Providing Funds to the Enemy: a. Consultant must: i. Exercise due diligence to ensure that none of the funds, including supplies and services,received under this agreement are provided directly or indirectly(including through subcontracts)to a person or entity who is actively opposing the United States or coalition forces involved in a contingency operation in which members of the Armed Forces are actively engaged in hostilities,which must be completed through 2 CFR 180.300 prior to entering into a contract;and ii. Terminate or void in whole or in part any contract with a person or entity listed is SAM as a prohibited or restricted source pursuant to subtitle E of Title VIII of the NDAA for FY 2015,unless the Federal awarding agency provides written approval to continue the contract. b. Consultant may include the substance of this clause,including paragraph(a)of this clause, in contracts under this Agreement that have an estimated value over$50,000 and will be performed outside the United States, including its outlying areas. c. The Federal Railroad Administration(FRA)has the authority to terminate or void this Agreement,in whole or in part,if the FRA becomes aware that Consultant failed to exercise due diligence as required by paragraph 16(a)herein or if the FRA becomes aware that any funds received from the Federal government for work identified in the Agreement have been provided directly or indirectly to a person or entity who is actively opposing coalition forces involved in a contingency operation in which members of the Armed Forces are actively engaged in hostilities. 17. Term B.5 Equivalent Labor Protections Under 49 U.S.C.22905(c)(2)(B). Consultant accepts award Term B.5 of the CMAQ and STBG Grant Agreement in Exhibit C, and Term B.5 is incorporated herein by reference. 18. Disadvantaged Business Enterprise obligations. a. The Consultant agrees that this Agreement has a 1%DBE goal. Consultant specifically agrees to meet the goal pursuant to Exhibit H,the"DBE Participation Plan"and also agrees to the following related to that goal: The contractor,subrecipient, or subcontractor shall not discriminate on the basis of race,color, national origin,or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of USDOT-assisted contracts. Failure by the contractor to carry out these requirements is a material breach of this contract which may result in the termination of this contract or such other remedy as the recipient deems appropriate, which may include,but is not limited to: (1)Withholding monthly progress payments; (2)Assessing sanctions;(3)Liquidated damages;or(4)Disqualifying the contractor from future bidding as non- responsible. Participation for Disadvantaged Business Enterprises(DBE)or Small Business Enterprises(SBE),if required,per 49 CFR Part 26, shall be shown on the heading of this Agreement.If DBE firms are utilized at the commencement of this Agreement,the amounts authorized to each firm and their certification number will be shown on Exhibit H attached hereto and by this reference made part of this Agreement. It is recommended,but not required,that non-DBE Prime CONSULTANTS perform a minimum of 30%of the total amount of this Agreement. b. Consultant agrees that the language of this Section 18(a), shall be included in all advertisements,agreements,contracts,and subcontracts of any tier. The Consultant shall furnish documentation approved by the City to show payment to DBE participants in order for the City to monitor the DBE Participation Plan. The City may confirm payment with all DBE. Contract No. 2 4-210 Exhibit E—Certification Documents Exhibit E-1 Certification of Consultant Exhibit E-2 Certification Regarding Debarment, Suspension and Other Responsibility Matters Exhibit E-3 Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying Exhibit E-4 Certification of Current Cost or Pricing Data Agreement for Professional Services(with professional liability coverage) Page 1 of 6 Contract No. 2 4-210 Exhibit E-1 Certification of Consultant I hereby certify that I the duly authorized representative of the firm of HDR Engineering, Inc. whose address is 555 110th Ave NE, Suite 1200 Bellevue,WA 98004 and that neither the above firm nor I have: 1. Employed or retained for a commission, percentage, brokerage, contingent fee, or other consideration, any firm or person(other than a bona fide employee working solely for me or the above consultant)to solicit or secure this Agreement; 2.Agreed, as an express or implied condition for obtaining this contract, to employ or retain the services of any firm or person in connection with carrying out this Agreement; or 3. Paid, or agreed to pay, to any firm, organization, or person (other than a bona fide employee working solely for me or the above consultant)any fee,contribution,donation,or consideration of any kind for, or in connection with, procuring or carrying out this Agreement; except as hereby expressly stated(if any). I acknowledge that this certificate is to be furnished to the City of Spokane Valley and may be furnished to the Federal Railroad Administration and/or USDOT in connection with this Agreement involving participation of FRA funds,and is subject to applicable State and Federal laws,both criminal and civil. HDR Engineering, Inc. Consultant(Firm Name) Olivia Williams, Vice President Signature(Authorized Official of Consultant) Date January 25, 2025 Agreement for Professional Services(with professional liability coverage) Page 2 of 6 Contract No. 2 4-210 Exhibit E-2 Certification Regarding Debarment,Suspension,and Other Responsibility Matters 1. Instructions for Certification—First Tier Participants: a.The prospective first tier participant is providing the certification set out below. b. The inability of a person to provide the certification set out below will not necessarily result in denial of participation in this covered transaction. The prospective first tier participant shall submit an explanation of why it cannot provide the certification set out below.The certification or explanation will be considered in connection with the department or agency's determination whether to enter into this transaction. However, failure of the prospective first tier participant to furnish a certification or an explanation shall disqualify such a person from participation in this transaction. c.The certification in this clause is a material representation of fact upon which reliance was placed when the contracting agency determined to enter into this transaction. If it is later determined that the prospective participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the contracting agency may terminate this transaction for cause of default. d. The prospective first tier participant shall provide immediate written notice to the contracting agency to whom this proposal is submitted if any time the prospective first tier participant learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. e. The terms "covered transaction," "civil judgment," "debarred," "suspended," "ineligible," "participant," "person," "principal," and "voluntarily excluded," as used in this clause, are defined in 2 C.F.R. Parts 180 and 1200. "First Tier Covered Transactions"refers to any covered transaction between a Recipient or subrecipient of Federal funds and a participant(such as the prime or general contract)."Lower Tier Covered Transactions"refers to any covered transaction under a First Tier Covered Transaction(such as subcontracts)."First Tier Participant"refers to the participant who has entered into a covered transaction with a Recipient or subrecipient of Federal funds (such as the prime or general contractor). "Lower Tier Participant"refers to any participant who has entered into a covered transaction with a First Tier Participant or other Lower Tier Participants(such as subcontractors and suppliers). f.The prospective first tier participant agrees by submitting this proposal that,should the proposed covered transaction be entered into,it shall not knowingly enter into any lower tier covered transaction with a person who is debarred,suspended,declared ineligible,or voluntarily excluded from participation in this covered transaction,unless authorized by the department or agency entering into this transaction. g.The prospective first tier participant further agrees by submitting this proposal that it will include the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion- Lower Tier Covered Transactions," provided by the department or contracting agency, entering into this covered transaction,without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions exceeding the$25,000 threshold. h.A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that is not debarred,suspended,ineligible,or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous.A participant is responsible for ensuring that its principals are not suspended, debarred, or otherwise ineligible to participate in covered transactions.To verify the eligibility of its principals,as well as the eligibility of any lower tier prospective Agreement for Professional Services(with professional liability coverage) Page 3 of 6 Contract No. 24-210 participants,each participant may,but is not required to,check the System for Award Management website (https://www.sam.gov/),which is compiled by the General Services Administration. i.Nothing contained in the foregoing shall be construed to require the establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of the prospective participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. j. Except for transactions authorized under paragraph(f)of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government,the department or agency may terminate this transaction for cause or default. Certification: The prospective first-tier participant certifies to the best of its knowledge and belief,that it and its principals: a) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency; b) Have not within a three year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain,or performing a public(Federal,State,or local)transaction or contract under a public transaction;violation of Federal or State anti-trust statutes or commission of embezzlement,theft,forgery, bribery,falsification or destruction of records,making false statements,or receiving stolen property; c)Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph (1)(b) of this certification; and d)Have not within a three year period preceding this application/proposal had one or more public transactions(Federal, State,and local)terminated for cause or default. 2. Where the prospective participant is unable to certify to any of the statements in this certification,such prospective participant shall attach an explanation to this proposal. HDR Engineering, Inc. Consultant(Firm Name) Olivia Williams,Vice President Signature(Authorized Official of Consultant) Date January 25, 2025 Agreement for Professional Services(with professional liability coverage) Page 4 of 6 Contract No. 2 4-210 Exhibit E-3 Certification Regarding Restrictions of the Use of Federal Funds for Lobbying The prospective participant certifies, by signing and submitting this certification,to the best of his or her knowledge and belief,that: 1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress,an officer or employee of Congress,or any employee of a Member of Congress in connection with the awarding of any Federal contract,the making of any Federal grant,the making of any Federal loan,the entering into of any cooperative Agreement, and the extension, continuation, renewal,amendment,or modification of Federal contract,grant,loan or cooperative Agreement. 2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress,an officer or employee of Congress,or an employee of a Member of Congress in connection with this Federal contract, grant, loan or cooperative Agreement,the undersigned shall complete and submit Standard Form -LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than$10,000.00,and not more than$100,000.00, for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier sub-contracts, which exceed $100,000, and that all such sub-recipients shall certify and disclose accordingly. HDR Engineering, Inc. Consultant(Firm Name) Olivia Williams,Vice President Signature(Authorized Official of Consultant) Date January 25, 2025 Agreement for Professional Services(with professional liability coverage) Page 5 of 6 Contract No. 2 4-210 Exhibit E-4 Certificate of Current Cost or Pricing Data This is to certify that,to the best of my knowledge and belief,the cost or pricing data(as defined in section 2.101 of the Federal Acquisition Regulation (FAR) and required under FAR subsection 15.403-4) submitted, either actually or by specific identification in writing, to the City in support of the matters covered in this Agreement,are accurate,complete,and current as of the date of this Agreement. This certification includes the cost or pricing data supporting any advance Agreements and forward pricing rate Agreements between the offeror and the Government that are part of the proposal. The Consultant shall provide any and all documentation as needed pursuant to an audit of this requirement for itself and its subconsultants. I also certify that this certification shall be included in all subconsultant agreements related to this project. HDR Engineering, Inc. Consultant(Firm Name) Clivia Williams, Vice President Signature(Authorized Official of Consultant) Date January 25, 2025 Agreement for Professional Services(with professional liability coverage) Page 6 of 6 Exhibit F Certification Regarding Debarment,Suspension and Other Responsibility Matters for Lower Tier Covered Transactions Consultant agrees to require the provisions of this Exhibit F in all lower tier covered transactions, and require lower tier participants to do the same,including to certify as required herein. a.The prospective lower tier participant is providing the certification set out below. b.The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the department, or agency with which this transaction originated may pursue available remedies,including suspension and/or debarment. c. The prospective lower tier participant shall provide immediate written notice to the person to which this proposal is submitted if at any time the prospective lower tier participant learns that its certification was erroneous by reason of changed circumstances. d. The terms "covered transaction," "civil settlement," "debarred," "suspended," "ineligible," "participant," "person," "principal," and "voluntarily excluded," as used in this clause, are defined in 2 C.F.R. Parts 180 and 1200.You may contact the person to which this proposal is submitted for assistance in obtaining a copy of those regulations."First Tier Covered Transactions"refers to any covered transaction between a Recipient or subrecipient of Federal funds and a participant (such as the prime or general contract). "Lower Tier Covered Transactions"refers to any covered transaction under a First Tier Covered Transaction(such as subcontracts). "First Tier Participant"refers to the participant who has entered into a covered transaction with a Recipient or subrecipient of Federal funds (such as the prime or general contractor)."Lower Tier Participant"refers any participant who has entered into a covered transaction with a First Tier Participant or other Lower Tier Participants(such as subcontractors and suppliers). e. The prospective lower tier participant agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency with which this transaction originated. f. The prospective lower tier participant further agrees by submitting this proposal that it will include this clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion-Lower Tier Covered Transaction," without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions exceeding the$25,000 threshold. g.A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that is not debarred,suspended,ineligible,or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous.A participant is responsible for ensuring that its principals are not suspended, debarred, or otherwise ineligible to participate in covered transactions.To verify the eligibility of its principals,as well as the eligibility of any lower tier prospective participants,each participant may,but is not required to,check the System for Award Management website (https://www.sam.gov/),which is compiled by the General Services Administration. h. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. i. Except for transactions authorized under paragraph e of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government, the department or agency with which this transaction originated may pursue available remedies,including suspension and/or debarment. Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion — Lower Tier Participants: 1.The prospective lower tier participant certifies,by submission of this proposal,that neither it nor its principals is presently debarred, suspended,proposed for debarment, declared ineligible, or voluntarily excluded from participating in covered transactions by any Federal department or agency. 2. Where the prospective lower tier participant is unable to certify to any of the statements in this certification,such prospective participant shall attach an explanation to this proposal. Exhibit G - Insurance Certificate Pagelof2 A tit. DATE(MM/ ) CERTIFICATE OF LIABILITY INSURANCE 12/21/2024/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT WTW Certificate Center NAME: Willis Towers Watson Midwest, Inc. PHONE c/o 26 Century Blvd (A/C.No.Ertl: 1-877-945-7378 (A/C,No): 1-888-467-2378 P.O. Box 305191 ADDRESS: certificates@wtwco.com Nashville, TN 372305191 USA INSURER(S)AFFORDING COVERAGE NAIC# INSURER A: Liberty Mutual Fire Insurance Company 23035 INSURED INSURERS: Ohio Casualty Insurance Company 24074 HDR Engineering, Inc. 1917 South 67th Street INSURER C: Liberty Insurance Corporation 42404 Omaha, NE 68106 INSURERD: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:W36814863 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTRINSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 DAMAGE RENTED CLAIMS-MADE X OCCUR PREM SESO(Ea occurrence) $ 1,000,000 A X Contractual Liability MED EXP(Any one person) $ 10,000 Y Y TB2-641-444950-034 06/01/2024 06/01/2025 PERSONAL&ADVINJURY $ 2,000,000 GENII AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 POLICY X FM X LOC PRODUCTS-COMP/OP AGG $ 4,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 2,000,000 (Ea accident) X ANY AUTO BODILY INJURY(Per person) $ A OWNED SCHEDULED Y Y AS2-641-444950-044 06/01/2024 06/01/2025 BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) $ B UMBRELLALIAB X OCCUR EACH OCCURRENCE $ 5,000,000 X EXCESSLIAB CLAIMS-MADE Y Y EUO(25)57919363 06/01/2024 06/01/2025 AGGREGATE $ 5,000,000 DED X RETENTION$ 0 $ WORKERS COMPENSATION X PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER C ANYPROPRIETOR/PARTNER/EXECUTIVE Y/N E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBEREXCLUDED? No N/A Y WA7-64D-444950-014 06/01/2024 06/01/2025 1,000,000 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Certificate Holder is named as Additional Insured on General Liability, Automobile Liability and Umbrella/Excess Liability on a Primary, Non-contributory basis where required by written contract. Waiver of Subrogation applies on General Liability, Automobile Liability, Umbrella/Excess Liability and Workers Compensation where required by written contract and as permitted by law. Umbrella/Excess policy is follow form over General Liability, Auto Liability and Employers Liability. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE City of Spokane Valley � �/f 10210 East Sprague Avenue �J/ "6� � Spokane Valley, WA 99206 ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD SR ID: 26959928 BATCH: 3751337 1 AGENCY CUSTOMER ID: LOC#: ACCPRIC, ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY NAMED INSURED Willis Towers Watson Midwest, Inc. RDA Engineering, Inc. 1917 South 67th Street POLICY NUMBER Omaha, NE 68106 See Page 1 CARRIER NAIL CODE See Page 1 See Page 1 EFFECTIVE DATE: See Page 1 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance Project: COSV Pines Rd Grade Sep CM 2025 Additional Insured: City Employers Liability for the Monopolistic States of ND, OH, WA & WY is provided in the Workers Compensation policy. ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SR ID: 26959928 BATCH: 3751337 CERT: W36814863 Policy Number: TB2-641-444950-034 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED LOCATION(S) GENERAL AGGREGATE LIMIT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Designated Location(s): All locations owned by or rented to the Named Insured Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. For all sums which the insured becomes legally b. Claims made or"suits" brought; or obligated to pay as damages caused by "occur- c. Persons or organizations making claims or rences" under Section I—Coverage A, and for all bringing "suits". medical expenses caused by accidents under Section I — Coverage C, which can be attributed 3. Any payments made under Coverage A for only to operations at a single designated "loca- damages or under Coverage C for medical tion"shown in the Schedule above: expenses shall reduce the Designated Loca- tion General Aggregate Limit for that desig- 1. A separate Designated Location General nated "location". Such payments shall not re- Aggregate Limit applies to each designated duce the General Aggregate Limit shown in "location", and that limit is equal to the the Declarations nor shall they reduce any amount of the General Aggregate Limit other Designated Location General Aggre- shown in the Declarations. gate Limit for any other designated "location" 2. The Designated Location General Aggregate shown in the Schedule above. Limit is the most we will pay for the sum of all 4. The limits shown in the Declarations for Each damages under Coverage A, except damag- Occurrence, Damage To Premises Rented To es because of "bodily injury" or "property You and Medical Expense continue to apply. damage" included in the "products-completed However, instead of being subject to the operations hazard", and for medical expenses General Aggregate Limit shown in the Decla- under Coverage C regardless of the number rations, such limits will be subject to the appli- of: cable Designated Location General Aggre- a. Insureds; gate Limit. CG 25 04 05 09 © Insurance Services Office, Inc., 2008 Page 1 of 2 B. For all sums which the insured becomes legally C. When coverage for liability arising out of the obligated to pay as damages caused by "occur- "products-completed operations hazard" is pro- rences" under Section I—Coverage A, and for all vided, any payments for damages because of medical expenses caused by accidents under "bodily injury" or "property damage" included in Section I — Coverage C, which cannot be at- the "products-completed operations hazard" will tributed only to operations at a single designated reduce the Products-completed Operations Ag- "location"shown in the Schedule above: gregate Limit, and not reduce the General Ag- 1. Any payments made under Coverage A for gregate Limit nor the Designated Location Gen- damages or under Coverage C for medical eral Aggregate Limit. expenses shall reduce the amount available D. For the purposes of this endorsement, the Defi- under the General Aggregate Limit or the nitions Section is amended by the addition of Products-completed Operations Aggregate the following definition: Limit, whichever is applicable;and "Location" means premises involving the same or 2. Such payments shall not reduce any Desig- connecting lots, or premises whose connection is nated Location General Aggregate Limit. interrupted only by a street, roadway, waterway or right-of-way of a railroad. E. The provisions of Section III — Limits Of Insur- ance not otherwise modified by this endorsement shall continue to apply as stipulated. Page 2 of 2 ©Insurance Services Office, Inc., 2008 CG 25 04 05 09 Policy Number: TB2-641-444950-034 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED CONSTRUCTION PROJECT(S) GENERAL AGGREGATE LIMIT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Designated Construction Project(s): All construction projects not located at premises owned, leased or rented by a Named Insured Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. For all sums which the insured becomes legally 3. Any payments made under Coverage A for obligated to pay as damages caused by "occur- damages or under Coverage C for medical rences" under Section I—Coverage A,and for all expenses shall reduce the Designated Con- medical expenses caused by accidents under struction Project General Aggregate Limit for Section I — Coverage C, which can be attributed that designated construction project. Such only to ongoing operations at a single designated payments shall not reduce the General Ag- construction project shown in the Schedule gregate Limit shown in the Declarations nor above: shall they reduce any other Designated Con- 1. A separate Designated Construction Project struction Project General Aggregate Limit for General Aggregate Limit applies to each des- any other designated construction project ignated construction project, and that limit is shown in the Schedule above. equal to the amount of the General Aggregate 4. The limits shown in the Declarations for Each Limit shown in the Declarations. Occurrence, Damage To Premises Rented To 2. The Designated Construction Project General You and Medical Expense continue to apply. Aggregate Limit is the most we will pay for the However, instead of being subject to the sum of all damages under Coverage A, ex- General Aggregate Limit shown in the Decla- cept damages because of "bodily injury" or rations, such limits will be subject to the appli- "property damage" included in the "products- cable Designated Construction Project Gen- completed operations hazard", and for medi- eral Aggregate Limit. cal expenses under Coverage C regardless of the number of: a. Insureds; b. Claims made or"suits" brought; or c. Persons or organizations making claims or bringing "suits". CG 25 03 05 09 ©Insurance Services Office, Inc., 2008 Page 1 of 2 El B. For all sums which the insured becomes legally C. When coverage for liability arising out of the obligated to pay as damages caused by "occur- "products-completed operations hazard" is pro- rences" under Section I—Coverage A, and for all vided, any payments for damages because of medical expenses caused by accidents under "bodily injury" or "property damage" included in Section I — Coverage C, which cannot be at- the "products-completed operations hazard" will tributed only to ongoing operations at a single reduce the Products-completed Operations Ag- designated construction project shown in the gregate Limit, and not reduce the General Ag- Schedule above: gregate Limit nor the Designated Construction 1. Any payments made under Coverage A for Project General Aggregate Limit. damages or under Coverage C for medical D. If the applicable designated construction project expenses shall reduce the amount available has been abandoned, delayed, or abandoned under the General Aggregate Limit or the and then restarted, or if the authorized contract- Products-completed Operations Aggregate ing parties deviate from plans, blueprints, de- Limit, whichever is applicable; and signs, specifications or timetables, the project will 2. Such payments shall not reduce any Desig- still be deemed to be the same construction pro- nated Construction Project General Aggre- ject. gate Limit. E. The provisions of Section III — Limits Of Insur- ance not otherwise modified by this endorsement shall continue to apply as stipulated. Page 2 of 2 ©Insurance Services Office, Inc., 2008 CG 25 03 05 09 POLICY NUMBER:TB2-641-444950- COMMERCIAL GENERAL LIABILITY 034 CG 20 10 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A Section II — Who Is An Insured is amended to 1. All work, including materials, parts or include as an additional insured the person(s) or equipment furnished in connection with such organization(s) shown in the Schedule, but only with work, on the project (other than service, respect to liability for "bodily injury", "property maintenance or repairs) to be performed by or damage" or "personal and advertising injury" on behalf of the additional insured(s) at the caused, in whole or in part,by: location of the covered operations has been 1. Your acts or omissions; or completed; or 2. The acts or omissions of those acting on your 2. That portion of "your work" out of which the behalf; injury or damage arises has been put to its in the performance of your ongoing operations for intended use by any person or organization the additional insured(s) at the location(s) other than another contractor or subcontractor designated above. engaged in performing operations for a principal as a part of the same project. However: C. With respect to the insurance afforded to these 1. The insurance afforded to such additional additional insureds, the following is added to insured only applies to the extent permitted by Section III —Limits Of Insurance: law; and If coverage provided to the additional insured is 2. If coverage provided to the additional insured is required by a contract or agreement, the most we required by a contract or agreement, the will pay on behalf of the additional insured is the insurance afforded to such additional insured will amount of insurance: not be broader than that which you are required 1. Required by the contract or agreement;or by the contract or agreement to provide for such additional insured. 2. Available under the applicable limits of B. With respect to the insurance afforded to these insurance; additional insureds, the following additional whichever is less. exclusions apply: This endorsement shall not increase the This insurance does not apply to "bodily injury" or applicable limits of insurance. "property damage"occurring after: SCHEDULE Name Of Additional Insured Person(s) Location(s) Of Covered Operations Or Organization(s): Any person or organization with whom you have agreed All locations as required by a written contract or through written contract, agreement or permit to provide agreement entered into prior to an"occurrence"or additional insured coverage offense Information required to complete this Schedule, if not shown above, will be shown in the Declarations. CG 20 10 12 19 © Insurance Services Office,Inc., 2018 Page 1 of 1 POLICY NUMBER:TB2-641-444950- COMMERCIAL GENERAL LIABILITY 034 CG 20 37 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART A Section II — Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following is added to organization(s) shown in the Schedule, but only Section III —Limits Of Insurance: with respect to liability for "bodily injury" or If coverage provided to the additional insured is "property damage" caused, in whole or in part, by required by a contract or agreement, the most we "your work" at the location designated and will pay on behalf of the additional insured is the described in the Schedule of this endorsement amount of insurance: performed for that additional insured and included in the"products-completed operations hazard". 1. Required by the contract or agreement; or However: 2 Available under the applicable limits of insurance; 1. The insurance afforded to such additional insured only applies to the extent permitted by whichever is less. law;and This endorsement shall not increase the applicable 2 If coverage provided to the additional insured is limits of insurance. required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Location And Description Of Completed Operations Any person or organization to whom or to which you are Any location where you have agreed,through written, required to provide additional insured status in a written contract, agreement,or permit,to provide additional contract, agreement or permit except where such insured coverage for completed operations contact or agreement is prohibited. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. CG 20 37 12 19 © Insurance Services Office,Inc., 2018 Page 1 of 1 Policy Number TB2-641-444950-034 Issued by Liberty Mutual Fire Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY— OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to Section IV—Conditions 4. Other Insurance and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance;and (2) You have agreed prior to a loss, that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. (3) This insurance is excess over any other insurance available to the additional insured for which it is also covered as an additional insured by attachment of an endorsement to another policy providing coverage for the same"occurrence", claim or"suit". LD 24 153 08 16 ©2016 Liberty Mutual Insurance Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. POLICY NUMBER: TB2-641-444950-034 COMMERCIAL GENERAL LIABILITY CG 24 04 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART ELECTRONIC DATA LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART DESIGNATED SITES POLLUTION LIABILITY LIMITED COVERAGE PART DESIGNATED SITES PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART UNDERGROUND STORAGE TANK POLICY DESIGNATED TANKS SCHEDULE Name Of Person(s)Or Organization(s): As required by written contract or agreement. Information required to complete this Schedule, if not shown above,will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV—Conditions: We waive any right of recovery against the person(s) or organization(s) shown in the Schedule above because of payments we make under this Coverage Part. Such waiver by us applies only to the extent that the insured has waived its right of recovery against such person(s) or organization(s) prior to loss. This endorsement applies only to the person(s) or organization(s)shown in the Schedule above. CG 24 04 1219 ©Insurance Services Office, Inc.,2018 Page 1 of 1 POLICY NUMBER: AS2-641-444950-044 COMMERCIAL AUTO CA 20 48 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s)who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. SCHEDULE Name Of Person(s) Or Organization(s): As required by written contract Information required to complete this Schedule, if not shown above,will be shown in the Declarations. Each person or organization shown in the Schedule is an "insured"for Covered Autos Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Paragraph A.1. of Section II — Covered Autos Liability Coverage in the Business Auto and Motor Carrier Coverage Forms and Paragraph D.2. of Section I — Covered Autos Coverages of the Auto Dealers Coverage Form. CA 20 48 10 13 ©Insurance Services Office, Inc., 2011 Page 1 of 1 Policy Number:AS2-641-444950-044 Issued by: Liberty Mutual Fire Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED- NONCONTRIBUTING This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIERS COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement,the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s)or organization(s)who are"insureds"under the Who Is An Insured Provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage form. Schedule Name of Person(s) or Organizations(s): Any person or organization where the Named Insured has agreed by written contract to include such person or organization Regarding Designated Contract or Project: Any Each person or organization shown in the Schedule of this endorsement is an"insured"for Liability Coverage,but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured Provision contained in Section II of the Coverage Form. The following is added to the Other Insurance Condition: If you have agreed in a written agreement that this policy will be primary and without right of contribution from any insurance in force for an Additional Insured for liability arising out of your operations, and the agreement was executed prior to the "bodily injury" or "property damage", then this insurance will be primary and we will not seek contribution from such insurance. AC 84 23 0811 © 2010, Liberty Mutual Group of Companies. All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office,Inc., with its permission. POLICY NUMBER: AS2-641-444950-044 COMMERCIAL AUTO CA04441013 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. SCHEDULE Name(s)Of Person(s) Or Organization(s): Any person or organization for whom you perform work under a written contract of the contract requires you to obtain this agreement from us but only if the contract is executed prior to the injury or damage occurring. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a c ontract with that person or organization. CA 04 4410 13 ©Insurance Services Office, Inc., 2011 Page 1 of 1 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Where required by contract or written agreement prior to loss. Issued by:Liberty Insurance Corporation For attachment to Policy No WA7-64D-444950-014 Effective Date 06/01/2024 Premium Issued to:HDR Engineering,Inc. WC 00 03 13 © 1983 National Council on Compensation Insurance, Inc. Page 1 of 1 Ed.4/1/1984 Policy Number TB2-641-444950-034 Issued by Liberty Mutual Fire Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION OR MATERIAL REDUCTION IN COVERAGE TO THIRD PARTIES This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE PART MOTOR CARRIER COVERAGE PART GARAGE COVERAGE PART TRUCKERS COVERAGE PART EXCESS AUTOMOBILE LIABILITY INDEMNITY COVERAGE PART SELF-INSURED TRUCKER EXCESS LIABILITY COVERAGE PART COMMERCIAL GENERAL LIABILITY COVERAGE PART EXCESS COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART COMMERCIAL LIABILITY—UMBRELLA COVERAGE FORM Schedule Name of Other Person(s)/ Email Address or mailing address: Number Days Notice: Organization(s): As required by written contract or As required by written contract or 30 written agreement written agreement A. If we cancel this policy for any reason other than nonpayment of premium, or make a material reduction in coverage, we will notify the persons or organizations shown in the Schedule above. We will send notice to the email or mailing address listed above at least 10 days, or the number of days listed above, if any, before the cancellation becomes effective. In no event does the notice to the third party exceed the notice to the first named insured. B. This advance notification of a pending cancellation or material reduction of coverage is intended as a courtesy only. Our failure to provide such advance notification will not extend the policy cancellation date nor negate cancellation of the policy. All other terms and conditions of this policy remain unchanged. LIM 99 04 03 14 ©2014 Liberty Mutual Insurance.All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Policy Number AS2-641-444950-044 Issued by Liberty Mutual Fire Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION OR MATERIAL REDUCTION IN COVERAGE TO THIRD PARTIES This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE PART MOTOR CARRIER COVERAGE PART GARAGE COVERAGE PART TRUCKERS COVERAGE PART EXCESS AUTOMOBILE LIABILITY INDEMNITY COVERAGE PART SELF-INSURED TRUCKER EXCESS LIABILITY COVERAGE PART COMMERCIAL GENERAL LIABILITY COVERAGE PART EXCESS COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART COMMERCIAL LIABILITY—UMBRELLA COVERAGE FORM Schedule Name of Other Person(s)/ Email Address or mailing address: Number Days Notice: Organization(s): As required by written contract 30 or written agreement A. If we cancel this policy for any reason other than nonpayment of premium, or make a material reduction in coverage, we will notify the persons or organizations shown in the Schedule above. We will send notice to the email or mailing address listed above at least 10 days, or the number of days listed above, if any, before the cancellation becomes effective. In no event does the notice to the third party exceed the notice to the first named insured. B. This advance notification of a pending cancellation or material reduction of coverage is intended as a courtesy only. Our failure to provide such advance notification will not extend the policy cancellation date nor negate cancellation of the policy. All other terms and conditions of this policy remain unchanged. LIM 99 04 03 14 ©2014 Liberty Mutual Insurance.All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. NOTICE OF CANCELLATION TO THIRD PARTIES A. If we cancel this policy for any reason other than nonpayment of premium, we will notify the persons or organizations shown in the Schedule below. We will send notice to the email or mailing address listed below at least 10 days, or the number of days listed below, if any, before cancellation becomes effective. In no event does the notice to the third party exceed the notice to the first named insured. B. This advance notification of a pending cancellation of coverage is intended as a courtesy only. Our failure to provide such advance notification will not extend the policy cancellation date nor negate cancellation of the policy. Schedule Name of Other Person(s)/ Email Address or mailing address: Number Days Notice: Organization(s): As required by written 30 contract or agreement All other terms and conditions of this policy remain unchanged. Issued by Liberty Insurance Corporation For attachment to Policy No.WA7-64D-444950-014 Effective Date 06/01/2024 Premium$ Issued to HDR Engineering,Inc. Endorsement No. WC 99 20 75 ©2016 Liberty Mutual Insurance Page 1 of 1 Ed.12/01/2016 835 N Post Street,Suite 101,Spokane;WA 99201-2126 (509)343-8500 Exhibit H - DBE Participation Plan January 10, 2025 Erica Amsden City of Spokane Valley 10210 E Sprague Ave. Spokane Valley, WA 99206 Subject: Agreement#24-210—Pines Road/BNSF Grade Separation(Phase 1) Project— Construction Services DBE Participation Plan Dear Erica: This letter conveys our intent to comply with and participate in the Disadvantaged Business Enterprise (DBE) Program under the United States Department of Transportation. HDR has identified the following DBE firm to provide Public Relation Services to fulfill the requirements of the Scope of Work. DBE Firm Name Anticipated Percent Contract Goal Big Sky 2.94% 0.5% Cowling and Co LLC 0.5% DBA Widener& Associates 13.45% TOTAL 16.38% 1.00% We have designated the following individual to enter all required information into the WSDOT Diversity Management and Compliance System(DMCS)for HDR. Kaila Yoshitomi Project Accountant HDR Engineering,Inc. (425)468-1502 Kaila.Yoshitomi@hdrinc.com If you have any questions, please feel free to call me at(509)343-8523. Sincerely, Olivia Williams Washington Area Operations Manager Page 1 of 1