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Item C10 CIO BOARD OF COUNTY COMMISSIONERS COUNTY of MONROE i Mayor Holly Merrill Raschein,District 5 The Florida Keys Mayor Pro Tern James K.Scholl,District 3 Craig Cates,District 1 Michelle Lincoln,District 2 ' David Rice,District 4 Board of County Commissioners Meeting May 15, 2024 Agenda Item Number: CIO 2023-2435 BULK ITEM: Yes DEPARTMENT: Engineering Services TIME APPROXIMATE: STAFF CONTACT: Tyler Jackson N/A AGENDA ITEM WORDING: Approval by Resolution of a Local Agency (LAP)Agreement in the amount of$2,782,230 between Monroe County and the Florida Department of Transportation (FDOT) for partial federal funding for construction and construction engineering inspection(CEI) services for replacement of Mosquito Creek Bridge(904984) on Card Sound Road. ITEM BACKGROUND: Staff applied for, and was awarded federal funding for a portion of the construction and construction engineering and inspection(CEI)phases for the replacement of Mosquito Creek bridge in Florida Department of Transportation FY 2025. PREVIOUS RELEVANT BOCC ACTION: BOCC Approved by Resolution of a Local Agency Program Agreement in the amount of$567,000 between Monroe County and Florida Department of Transportation for Federal funding for the Engineering Design and Permitting of the replacement of Mosquito Creek Bridge on Card Sound Road at their July 20th, 2022 meeting. BOCC Approved a Contract to Kisinger Campo and Associates for Engineering Design and Permitting services for the Mosquito Creek Bridge Replacement Project on Card Sound Road in the lump sum amount of$759,002.22 on November 15th, 2022. INSURANCE REQUIRED: No CONTRACT/AGREEMENT CHANGES: New Agreement STAFF RECOMMENDATION: Approval as Requested DOCUMENTATION: 217 LAP resolution Mosquito.pdf LAP Agreement Combined 447770-1 Mosquito Creek.pdf FINANCIAL IMPACT: Total Value of Contract: $5,149,295.00 (estimate of construction and CEI costs) Local Agency Program (Federal) grant: $2,782,230.00 County Match: 401-22502 SC00122 Card Sound Road $2,367,065.00 218 RESOLUTION NO. -2024 EXHIBIT D A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, APPROVING LOCAL AGENCY PROGRAM AGREEMENT BETWEEN STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION AND MONROE COUNTY FOR FUNDING FOR CONSTRUCTION AND CONSTRUCTION ENGINEERING INSPECTION SERVICES FOR THE MOSQUITO CREEK BRIDGE #904984 REPLACEMENT PROJECT. WHEREAS, The Department is authorized under Section 334.044 (7), Florida Statutes, and Section 339.2818, Florida Statutes to enter into this Agreement. WHEREAS, the DEPARTMENT has agreed to have the COUNTY provide Construction and Construction Engineering Inspection (CEI) services for the Mosquito Creek Bridge Replacement project, hereinafter referred to as the `PROJECT', the individual elements of which are outlined in the attached Exhibit "A", `Project Description and Responsibilities', which is herein incorporated by reference; and WHEREAS, the DEPARTMENT has programmed funding for the PROJECT under Financial Project Number 447770-1, and has agreed to reimburse the COUNTY for eligible PROJECT costs up to a maximum limiting amount, as outlined in the attached Exhibit "B", `Schedule of Financial Assistance', which is herein incorporated by reference; and WHEREAS, the parties hereto mutually recognize the need for entering into an Agreement designating and setting forth the responsibilities of each party; and NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Monroe County, Florida, that: SECTION 1: The Local Agency Program Agreement between the State of Florida, Department of Transportation and Monroe County is hereby approved. SECTION 2: Upon execution, this Resolution shall be marked as Exhibit"D" and made a part of the Local Agency Program Agreement. PASSED AND ADOPTED by the Board of County Commissioners of Monroe County, Florida at a regular meeting of said board on the 151h day of May 2024. Mosquito Creek Bridge Replacement Project LAP Agreement May 15th,2024 219 Mayor Holly Merrill Raschein Mayor Pro Tem James K Scholl Commissioner Craig Cates Commissioner Michelle Lincoln Commissioner David Rice (SEAL) BOARD OF COUNTY COMMISSIONERS Attest: KEVIN MADOK, Clerk OF MONROE COUNTY, FLORIDA By By As Deputy Clerk Mayor/Chairperson MONROE�I9<. pCOUNTY ATTORNEY e o As Toosa ,r ➢ CHRISTINE LIM BEMBARROWS ASSISTANT COUNTY ATTORNEY DATE.._._4/23/24........... _....... Mosquito Creek Bridge Replacement Project LAP Agreement May 15th,2024 220 DocuSign Envelope ID:A9B407E7-2F58-4334-8FA3-CC46958AA53F -010-40 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION 525EMENT LOCAL AGENCY PROGRAM AGREEMENT PROGRAOGC/OO MANAGEMENT OGC/OOC—02/24 Page 1 of 15 FPN: 447770-1-58-01 FPN: 447770-1-68-01 FPN: 447770-1-68-02 Federal No (FAIN): Federal No (FAIN): Federal No (FAIN): Federal Award Date: Federal Award Date: Federal Award Date: Fund: ACBR Fund: ACBR Fund: ACBR Org Code: Org Code: Org Code: FLAIR Approp: FLAIR Approp: FLAIR Approp: FLAIR Obj: FLAIR Obj: FLAIR Obj: County No:90-Monroe Contract No: Recipient Vendor No: VF596000749114 Recipient Unique Entity ID (UEI) No: QKLSCT2LM7M9 Catalog of Federal Domestic Assistance (CFDA): 20.205 Highway Planning and Construction THIS LOCAL AGENCY PROGRAM AGREEMENT ("Agreement"), is entered into on , by and between the State of Florida Department of Transportation, an agency (This date to be entered by DOT only) of the State of Florida ("Department"), and Monroe County("Recipient"). NOW, THEREFORE, in consideration of the mutual benefits to be derived from joint participation on the Project, the Parties agree to the following: 1. Authority: The Department is authorized to enter into this Agreement pursuant to Section 339.12, Florida Statutes. The Recipient by Resolution or other form of official authorization, a copy of which is attached as Exhibit "D" and made a part of this Agreement, has authorized its officers to execute this Agreement on its behalf. 2. Purpose of Agreement: The purpose of this Agreement is to provide for the Department's participation in CARD SOUND ROAD AT MOSQUITO CREEK BRIDGE#904984, as further described in Exhibit"A", Project Description and Responsibilities attached to and incorporated in this Agreement ("Project"), to provide Department financial assistance to the Recipient; state the terms and conditions upon which Department funds will be provided; and to set forth the manner in which the Project will be undertaken and completed. 3. Term of Agreement: The Recipient agrees to complete the Project on or before September 30, 2026. If the Recipient does not complete the Project within this time period, this Agreement will expire on the last day of the scheduled completion as provided in this paragraph unless an extension of the time period is requested by the Recipient and granted in writing by the Department prior to the expiration of this Agreement. Expiration of this Agreement will be considered termination of the Project. The cost of any work performed after the term of this Agreement will not be reimbursed by the Department. 4. Project Cost: a. The estimated cost of the Project is $ 5,149,295.00. This amount is based upon the Schedule of Financial Assistance in Exhibit"B", attached to and incorporated in this Agreement. Exhibit "B" may be modified by mutual execution of an amendment as provided for in paragraph 5.i. b. The Department agrees to participate in the Project cost up to the maximum amount of$ 2,782,230.00 and as more fully described in Exhibit "B". This amount includes Federal-aid funds which are limited to the actual amount of Federal-aid participation. The Department's participation may be increased or reduced upon determination of the actual bid amounts of the Project by the mutual execution of an amendment. The Recipient agrees to bear all expenses in excess of the total cost of the Project and any deficits incurred in connection with the completion of the Project. c. Project costs eligible for Department participation will be allowed only from the date of this Agreement. It is understood that Department participation in eligible Project costs is subject to: 221 DocuSign Envelope ID:A9B407E7-2F58-4334-8FA3-CC46958AA53F -010-40 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION 525EMENT LOCAL AGENCY PROGRAM AGREEMENT PROGRAOGC/OO MANAGEMENT OGC/OOC—02/24 Page 2 of 15 i. Legislative approval of the Department's appropriation request in the work program year that the Project is scheduled to be committed; ii. Availability of funds as stated in paragraphs 5.1. and 5.m. of this Agreement; iii. Approval of all plans, specifications, contracts or other obligating documents and all other terms of this Agreement; and iv. Department approval of the Project scope and budget at the time appropriation authority becomes available. 5. Requisitions and Payments a. The Recipient shall provide quantifiable, measurable, and verifiable units of deliverables. Each deliverable must specify the required minimum level of service to be performed and the criteria for evaluating successful completion. The Project and the quantifiable, measurable, and verifiable units of deliverables are described more fully in Exhibit "A". b. Invoices shall be submitted by the Recipient in detail sufficient for a proper pre-audit and post-audit based on the quantifiable, measurable and verifiable units of deliverables as established in Exhibit "A". Deliverables must be received and accepted in writing by the Department's Project Manager prior to payments. Requests for reimbursement by the Recipient shall include an invoice, progress report and supporting documentation for the period of services being billed that are acceptable to the Department. The Recipient shall use the format for the invoice and progress report that is approved by the Department. c. The Recipient shall charge to the Project account all eligible costs of the Project except costs agreed to be borne by the Recipient or its contractors and subcontractors. Costs in excess of the programmed funding or attributable to actions which have not received the required approval of the Department shall not be considered eligible costs. All costs charged to the Project, including any approved services contributed by the Recipient or others, shall be supported by properly executed payrolls, time records, invoices, contracts or vouchers evidencing in proper detail the nature and propriety of the charges. d. Supporting documentation must establish that the deliverables were received and accepted in writing by the Recipient and must also establish that the required minimum level of service to be performed based on the criteria for evaluating successful completion as specified in Exhibit "A" was met. All costs invoiced shall be supported by properly executed payrolls, time records, invoices, contracts or vouchers evidencing in proper detail the nature and propriety of charges as described in Exhibit "F", Contract Payment Requirements. e. Bills for travel expenses specifically authorized in this Agreement shall be submitted on the Department's Contractor Travel Form No. 300-000-06 and will be paid in accordance with Section 112.061, Florida Statutes and the most current version of the Disbursement Handbook for Employees and Managers. f. Payment shall be made only after receipt and approval of goods and services unless advance payments are authorized by the Chief Financial Officer of the State of Florida under Chapters 215 and 216, Florida Statutes or the Department's Comptroller under Section 334.044(29), Florida Statutes. ❑ If this box is selected, advance payment is authorized for this Agreement and Exhibit "H", Alternative Advance Payment Financial Provisions is attached and incorporated into this Agreement. If the Department determines that the performance of the Recipient is unsatisfactory, the Department shall notify the Recipient of the deficiency to be corrected, which correction shall be made within a time-frame to be specified by the Department.The Recipient shall,within thirty(30)days after notice from the Department, provide the Department with a corrective action plan describing how the Recipient will address all issues of contract non-performance, unacceptable performance, failure to meet the minimum performance levels, deliverable deficiencies, or contract non-compliance. If the corrective action plan is unacceptable to the 222 DocuSign Envelope ID:A9B407E7-2F58-4334-8FA3-CC46958AA53F -010-40 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION 525EMENT LOCAL AGENCY PROGRAM AGREEMENT PROGRAOGC/OO MANAGEMENT OGC/OOC—02/24 Page 3 of 15 Department, the Recipient will not be reimbursed to the extent of the non-performance. The Recipient will not be reimbursed until the Recipient resolves the deficiency. If the deficiency is subsequently resolved, the Recipient may bill the Department for the unpaid reimbursement request(s)during the next billing period. If the Recipient is unable to resolve the deficiency, the funds shall be forfeited at the end of the Agreement's term. g. Agencies providing goods and services to the Department should be aware of the following time frames. Inspection and approval of goods or services shall take no longer than 20 days from the Department's receipt of the invoice. The Department has 20 days to deliver a request for payment (voucher) to the Department of Financial Services. The 20 days are measured from the latter of the date the invoice is received or the goods or services are received, inspected, and approved. If a payment is not available within 40 days, a separate interest penalty at a rate as established pursuant to Section 55.03(1), F.S., will be due and payable, in addition to the invoice amount, to the Recipient. Interest penalties of less than one (1) dollar will not be enforced unless the Recipient requests payment. Invoices that have to be returned to an Recipient because of Recipient preparation errors will result in a delay in the payment. The invoice payment requirements do not start until a properly completed invoice is provided to the Department. A Vendor Ombudsman has been established within the Department of Financial Services. The duties of this individual include acting as an advocate for Agencies who may be experiencing problems in obtaining timely payment(s)from a state agency. The Vendor Ombudsman may be contacted at (850)413-5516. h. The Recipient shall maintain an accounting system or separate accounts to ensure funds and projects are tracked separately. Records of costs incurred under the terms of this Agreement shall be maintained and made available upon request to the Department at all times during the period of this Agreement and for five years after final payment is made. Copies of these documents and records shall be furnished to the Department upon request. Records of costs incurred include the Recipient's general accounting records and the project records, together with supporting documents and records, of the contractor and all subcontractors performing work on the project, and all other records of the Contractor and subcontractors considered necessary by the Department for a proper audit of costs. i. Prior to the execution of this Agreement, a Project schedule of funding shall be prepared by the Recipient and approved by the Department. The Recipient shall maintain said schedule of funding, carry out the Project, and shall incur obligations against and make disbursements of Project funds only in conformity with the latest approved schedule of funding for the Project. The schedule of funding may be revised by execution of a Local Agency Program ("LAP") Supplemental Agreement between the Department and the Recipient. The Recipient acknowledges and agrees that funding for this project may be reduced upon determination of the Recipient's contract award amount. j. If, after Project completion, any claim is made by the Department resulting from an audit or for work or services performed pursuant to this Agreement, the Department may offset such amount from payments due for work or services done under any agreement which it has with the Recipient owing such amount if, upon demand, payment of the amount is not made within 60 days to the Department. Offsetting any amount pursuant to this paragraph shall not be considered a breach of contract by the Department. k. The Recipient must submit the final invoice on the Project to the Department within 120 days after the completion of the Project. Invoices submitted after the 120-day time period may not be paid. I. The Department's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Legislature. If the Department's funding for this Project is in multiple fiscal years,funds approval from the Department's Comptroller must be received each fiscal year prior to costs being incurred. See Exhibit "B" for funding levels by fiscal year. Project costs utilizing these fiscal year funds are not eligible for reimbursement if incurred prior to funds approval being received. The Department will notify the Recipient, in writing, when funds are available. m. In the event this Agreement is in excess of$25,000 and has a term for a period of more than one year, the provisions of Section 339.135(6)(a), Florida Statutes, are hereby incorporated: 223 DocuSign Envelope ID:A9B407E7-2F58-4334-8FA3-CC46958AA53F -010-40 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION 525EMENT LOCAL AGENCY PROGRAM AGREEMENT PROGRAOGC/OO MANAGEMENT OGC/OOC—02/24 Page 4 of 15 "The Department, during any fiscal year, shall not expend money, incur any liability, or enter into any contract which, by its terms, involves the expenditure of money in excess of the amounts budgeted as available for expenditure during such fiscal year. Any contract, verbal or written, made in violation of this subsection is null and void, and no money may be paid on such contract. The Department shall require a statement from the comptroller of the Department that funds are available prior to entering into any such contract or other binding commitment of funds. Nothing herein contained shall prevent the making of contracts for periods exceeding 1 year, but any contract so made shall be executory only for the value of the services to be rendered or agreed to be paid for in succeeding fiscal years, and this paragraph shall be incorporated verbatim in all contracts of the Department which are for an amount in excess of$25,000 and which have a term for a period of more than 1 year." 6. Department Payment Obligations: Subject to other provisions of this Agreement, the Department will honor requests for reimbursement to the Recipient pursuant to this Agreement. However, notwithstanding any other provision of this Agreement, the Department may elect by notice in writing not to make a payment if: a. The Recipient shall have made misrepresentation of a material nature in its application, or any supplement or amendment to its application, or with respect to any document or data furnished with its application or pursuant to this Agreement; b. There is any pending litigation with respect to the performance by the Recipient of any of its duties or obligations which may jeopardize or adversely affect the Project, the Agreement or payments to the Project; c. The Recipient shall have taken any action pertaining to the Project which, under this Agreement, requires the approval of the Department or has made a related expenditure or incurred related obligations without having been advised by the Department that same are approved; d. There has been any violation of the conflict of interest provisions contained in paragraph 14.f.; or e. The Recipient has been determined by the Department to be in default under any of the provisions of the Agreement. The Department may suspend or terminate payment for that portion of the Project which the Federal Highway Administration ("FHWA"), or the Department acting in lieu of FHWA, may designate as ineligible for Federal-aid. In determining the amount of the payment, the Department will exclude all Project costs incurred by the Recipient prior to the Department's issuance of a Notice to Proceed ("NTP"), costs incurred after the expiration of the Agreement, costs which are not provided for in the latest approved schedule of funding in Exhibit "B" for the Project, costs agreed to be borne by the Recipient or its contractors and subcontractors for not meeting the Project commencement and final invoice time lines, and costs attributable to goods or services received under a contract or other arrangements which have not been approved in writing by the Department. 7. General Requirements: The Recipient shall complete the Project with all practical dispatch, in a sound, economical, and efficient manner, and in accordance with the provisions in this Agreement, and all applicable laws. The Project will be performed in accordance with all applicable Department procedures, guidelines, manuals, standards, and directives as described in the Department's Local Agency Program Manual (FDOT Topic No. 525-010-300),which by this reference is made a part of this Agreement. Time is of the essence as to each and every obligation under this Agreement. a. A full time employee of the Recipient, qualified to ensure that the work being pursued is complete, accurate, and consistent with the terms, conditions, and specifications of this Agreement shall be in responsible charge of the Project, which employee should be able to perform the following duties and functions: 224 DocuSign Envelope ID:A9B407E7-2F58-4334-8FA3-CC46958AA53F -010-40 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION 525EMENT LOCAL AGENCY PROGRAM AGREEMENT PROGRAOGC/OO MANAGEMENT OGC/OOC—02/24 Page 5 of 15 i. Administers inherently governmental project activities, including those dealing with cost, time, adherence to contract requirements, construction quality and scope of Federal-aid projects; ii. Maintains familiarity of day to day Project operations, including Project safety issues; iii. Makes or participates in decisions about changed conditions or scope changes that require change orders or supplemental agreements; iv. Visits and reviews the Project on a frequency that is commensurate with the magnitude and complexity of the Project; v. Reviews financial processes, transactions and documentation to ensure that safeguards are in place to minimize fraud, waste, and abuse; vi. Directs Project staff, agency or consultant, to carry out Project administration and contract oversight, including proper documentation; vii. Is aware of the qualifications, assignments and on-the-job performance of the Recipient and consultant staff at all stages of the Project. b. Once the Department issues the NTP for the Project, the Recipient shall be obligated to submit an invoice or other request for reimbursement to the Department no less than once every 90 days (quarterly), beginning from the day the NTP is issued. If the Recipient fails to submit quarterly invoices to the Department, and in the event the failure to timely submit invoices to the Department results in the FHWA removing any unbilled funding or the loss of state appropriation authority (which may include the loss of state and federal funds, if there are state funds programmed to the Project),then the Recipient will be solely responsible to provide all funds necessary to complete the Project and the Department will not be obligated to provide any additional funding for the Project. The Recipient waives the right to contest such removal of funds by the Department, if the removal is related to FHWA's withdrawal of funds or if the removal is related to the loss of state appropriation authority. In addition to the loss of funding for the Project, the Department will also consider the de-certification of the Recipient for future LAP Projects. No cost may be incurred under this Agreement until after the Recipient has received a written NTP from the Department. The Recipient agrees to advertise or put the Project out to bid thirty (30) days from the date the Department issues the NTP to advertise the Project. If the Recipient is not able to meet the scheduled advertisement, the Department District LAP Administrator should be notified as soon as possible. c. If all funds are removed from the Project, including amounts previously billed to the Department and reimbursed to the Recipient, and the Project is off the State Highway System, then the Department will have to request repayment for the previously billed amounts from the Recipient. No state funds can be used on off-system projects, unless authorized pursuant to Exhibit"I", State Funds Addendum, which will be attached to and incorporated in this Agreement in the event state funds are used on the Project. d. In the event that any election, referendum, approval, permit, notice or other proceeding or authorization is required under applicable law to enable the Recipient to enter into this Agreement or to undertake the Project or to observe, assume or carry out any of the provisions of the Agreement, the Recipient will initiate and consummate, as provided by law, all actions necessary with respect to any such matters. e. The Recipient shall initiate and prosecute to completion all proceedings necessary, including Federal-aid requirements, to enable the Recipient to provide the necessary funds for completion of the Project. f. The Recipient shall submit to the Department such data, reports, records, contracts, and other documents relating to the Project as the Department and FHWA may require. The Recipient shall make such submissions using Department-designated information systems. g. Federal-aid funds shall not participate in any cost which is not incurred in conformity with applicable federal and state laws, the regulations in 23 Code of Federal Regulations (C.F.R.)and 49 C.F.R., and policies and procedures prescribed by the Division Administrator of FHWA. Federal funds shall not be paid on account of any cost incurred prior to authorization by FHWA to the Department to proceed with the Project or part 225 DocuSign Envelope ID:A9B407E7-2F58-4334-8FA3-CC46958AA53F -010-40 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION 525EMENT LOCAL AGENCY PROGRAM AGREEMENT PROGRAOGC/OO MANAGEMENT OGC/OOC—02/24 Page 6 of 15 thereof involving such cost (23 C.F.R. 1.9 (a)). If FHWA or the Department determines that any amount claimed is not eligible, federal participation may be approved in the amount determined to be adequately supported and the Department shall notify the Recipient in writing citing the reasons why items and amounts are not eligible for federal participation. Where correctable non-compliance with provisions of law or FHWA requirements exists federal funds may be withheld until compliance is obtained. Where non-compliance is not correctable, FHWA or the Department may deny participation in parcel or Project costs in part or in total. For any amounts determined to be ineligible for federal reimbursement for which the Department has advanced payment, the Recipient shall promptly reimburse the Department for all such amounts within 90 days of written notice. h. For any project requiring additional right-of-way, the Recipient must submit to the Department an annual report of its real property acquisition and relocation assistance activities on the project. Activities shall be reported on a federal fiscal year basis,from October 1 through September 30. The report must be prepared using the format prescribed in 49 C.F.R. Part 24, Appendix B, and be submitted to the Department no later than October 15 of each year. 8. Audit Reports: The administration of resources awarded through the Department to the Recipient by this Agreement may be subject to audits and/or monitoring by the Department. The following requirements do not limit the authority of the Department to conduct or arrange for the conduct of additional audits or evaluations of federal awards or limit the authority of any state agency inspector general, the State of Florida Auditor General, or any other state official. The Recipient shall comply with all audit and audit reporting requirements as specified below. a. In addition to reviews of audits conducted in accordance with 2 CFR Part 200, Subpart F —Audit Requirements, monitoring procedures may include, but not be limited to, on-site visits by Department staff and/or other procedures including, reviewing any required performance and financial reports, following up, ensuring corrective action, and issuing management decisions on weaknesses found through audits when those findings pertain to federal awards provided through the Department by this Agreement. By entering into this Agreement, the Recipient agrees to comply and cooperate fully with any monitoring procedures/processes deemed appropriate by the Department.The Recipient further agrees to comply and cooperate with any inspections, reviews, investigations, or audits deemed necessary by the Department, State of Florida Chief Financial Officer("CFO"), or State of Florida Auditor General. b. The Recipient, a non-federal entity as defined by 2 CFR Part 200, as a subrecipient of a federal award awarded by the Department through this Agreement is subject to the following requirements: i. In the event the Recipient expends a total amount of federal awards equal to or in excess of the threshold established by 2 CFR Part 200, Subpart F —Audit Requirements, the Recipient must have a federal single or program-specific audit for such fiscal year conducted in accordance with the provisions of 2 CFR Part 200, Subpart F — Audit Requirements. Exhibit "E" to this Agreement provides the required federal award identification information needed by the Recipient to further comply with the requirements of 2 CFR Part 200, Subpart F—Audit Requirements. In determining federal awards expended in a fiscal year, the Recipient must consider all sources of federal awards based on when the activity related to the federal award occurs, including the federal award provided through the Department by this Agreement.The determination of amounts of federal awards expended should be in accordance with the guidelines established by 2 CFR Part 200, Subpart F — Audit Requirements. An audit conducted by the State of Florida Auditor General in accordance with the provisions of 2 CFR Part 200, Subpart F—Audit Requirements, will meet the requirements of this part. ii. In connection with the audit requirements, the Recipient shall fulfill the requirements relative to the auditee responsibilities as provided in 2 CFR Part 200, Subpart F—Audit Requirements. 226 DocuSign Envelope ID:A9B407E7-2F58-4334-8FA3-CC46958AA53F -010-40 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION 525EMENT LOCAL AGENCY PROGRAM AGREEMENT PROGRAOGC/OO MANAGEMENT OGC/OOC—02/24 Page 7 of 15 iii. In the event the Recipient expends less than the threshold established by 2 CFR Part 200, Subpart F—Audit Requirements, in federal awards, the Recipient is exempt from federal audit requirements for that fiscal year. However, the Recipient must provide a single audit exemption statement to the Department at FDOTSingleAudit dot.state.fl.us no later than nine months after the end of the Recipient's audit period for each applicable audit year. In the event the Recipient expends less than the threshold established by 2 CFR Part 200, Subpart F — Audit Requirements, in federal awards in a fiscal year and elects to have an audit conducted in accordance with the provisions of 2 CFR Part 200, Subpart F—Audit Requirements, the cost of the audit must be paid from non-federal resources (i.e., the cost of such an audit must be paid from the Recipient's resources obtained from other than federal entities). iv. The Recipient must electronically submit to the Federal Audit Clearinghouse ("FAC") at https://harvester.censusegov/facweb/the audit reporting package as required by 2 CFR Part 200, Subpart F — Audit Requirements, within the earlier of 30 calendar days after receipt of the auditor's report(s)or nine months after the end of the audit period. The FAC is the repository of record for audits required by 2 CFR Part 200, Subpart F —Audit Requirements, and this Agreement. However, the Department requires a copy of the audit reporting package also be submitted to FDOTSingleAudit dot.state.fl.us within the earlier of 30 calendar days after receipt of the auditor's report(s)or nine months after the end of the audit period as required by 2 CFR Part 200, Subpart F—Audit Requirements. V. Within six months of acceptance of the audit report by the FAC, the Department will review the Recipient's audit reporting package, including corrective action plans and management letters, to the extent necessary to determine whether timely and appropriate action on all deficiencies has been taken pertaining to the federal award provided through the Department by this Agreement. If the Recipient fails to have an audit conducted in accordance with 2 CFR Part 200, Subpart F — Audit Requirements, the Department may impose additional conditions to remedy noncompliance. If the Department determines that noncompliance cannot be remedied by imposing additional conditions, the Department may take appropriate actions to enforce compliance, which actions may include but not be limited to the following: 1. Temporarily withhold cash payments pending correction of the deficiency by the Recipient or more severe enforcement action by the Department; 2. Disallow (deny both use of funds and any applicable matching credit for) all or part of the cost of the activity or action not in compliance; 3. Wholly or partly suspend or terminate the federal award; 4. Initiate suspension or debarment proceedings as authorized under 2 C.F.R. Part 180 and federal awarding agency regulations (or in the case of the Department, recommend such a proceeding be initiated by the federal awarding agency); 5. Withhold further federal awards for the Project or program; 6. Take other remedies that may be legally available. vi. As a condition of receiving this federal award, the Recipient shall permit the Department or its designee, the CFO, or State of Florida Auditor General access to the Recipient's records including financial statements, the independent auditor's working papers, and project records as necessary. Records related to unresolved audit findings, appeals, or litigation shall be retained until the action is complete or the dispute is resolved. vii. The Department's contact information for requirements under this part is as follows: Office of Comptroller, MS 24 605 Suwannee Street Tallahassee, Florida 32399-0450 FDOTSingleAudit dot.state.fl.us c. The Recipient shall retain sufficient records demonstrating its compliance with the terms of this Agreement for a period of five years from the date the audit report is issued and shall allow the Department or its designee, the CFO, or State of Florida Auditor General access to such records upon request. The Recipient shall ensure that the audit working papers are made available to the Department or its designee, the CFO, or State of Florida Auditor General upon request for a period of five years from the date the audit report is issued, unless extended in writing by the Department. 227 DocuSign Envelope ID:A9B407E7-2F58-4334-8FA3-CC46958AA53F -010-40 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION 525EMENT LOCAL AGENCY PROGRAM AGREEMENT PROGRAOGC/OO MANAGEMENT OGC/OOC—02/24 Page 8 of 15 9. Termination or Suspension of Project: The Department may, by written notice to the Recipient, suspend any or all of the Department's obligations under this Agreement for the Recipient's failure to comply with applicable law or the terms of this Agreement until such time as the event or condition resulting in such suspension has ceased or been corrected. a. If the Department intends to terminate the Agreement, the Department shall notify the Recipient of such termination in writing at least thirty(30) days prior to the termination of the Agreement, with instructions to the effective date of termination or specify the stage of work at which the Agreement is to be terminated. b. The Parties to this Agreement may terminate this Agreement when its continuation would not produce beneficial results commensurate with the further expenditure of funds. In this event, the Parties shall agree upon the termination conditions. c. If the Agreement is terminated before performance is completed, the Recipient shall be paid only for that work satisfactorily performed for which costs can be substantiated. Such payment, however, may not exceed the equivalent percentage of the Department's maximum financial assistance. If any portion of the Project is located on the Department's right-of-way, then all work in progress on the Department right-of- way will become the property of the Department and will be turned over promptly by the Recipient. d. In the event the Recipient fails to perform or honor the requirements and provisions of this Agreement, the Recipient shall promptly refund in full to the Department within thirty (30) days of the termination of the Agreement any funds that were determined by the Department to have been expended in violation of the Agreement. e. The Department reserves the right to unilaterally cancel this Agreement for failure by the Recipient to comply with the Public Records provisions of Chapter 119, Florida Statutes. 10. Contracts of the Recipient: a. Except as otherwise authorized in writing by the Department, the Recipient shall not execute any contract or obligate itself in any manner requiring the disbursement of Department funds, including consultant or construction contracts or amendments thereto, with any third party with respect to the Project without the written approval of the Department. Failure to obtain such approval shall be sufficient cause for nonpayment by the Department. The Department specifically reserves the right to review the qualifications of any consultant or contractor and to approve or disapprove the employment of such consultant or contractor. b. It is understood and agreed by the parties to this Agreement that participation by the Department in a project with the Recipient, where said project involves a consultant contract for engineering, architecture or surveying services, is contingent on the Recipient's complying in full with provisions of Section 287.055, Florida Statutes, Consultants' Competitive Negotiation Act, the federal Brooks Act, 23 C.F.R. 172, and 23 U.S.C. 112. At the discretion of the Department, the Recipient will involve the Department in the consultant selection process for all projects funded under this Agreement. In all cases, the Recipient shall certify to the Department that selection has been accomplished in compliance with the Consultants' Competitive Negotiation Act and the federal Brooks Act. c. The Recipient shall comply with, and require its consultants and contractors to comply with applicable federal law pertaining to the use of Federal-aid funds. The Recipient shall comply with the provisions in the FHWA-1273 form as set forth in Exhibit"G", FHWA 1273 attached to and incorporated in this Agreement. The Recipient shall include FHWA-1273 in all contracts with contractors performing work on the Project. d. The Recipient shall require its consultants and contractors to take emergency steps to close any public road whenever there is a risk to life, health and safety of the travelling public. The safety of the travelling public is the Department's first priority for the Recipient. If lane or road closures are required by the LA to ensure the life, health, and safety of the travelling public, the LA must notify the District Construction Engineer and District Traffic Operations Engineer immediately once the travelling public are not at imminent risk. The Department expects professional engineering judgment be applied in all aspects of locally 228 DocuSign Envelope ID:A9B407E7-2F58-4334-8FA3-CC46958AA53F -010-40 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION 525EMENT LOCAL AGENCY PROGRAM AGREEMENT PROGRAOGC/OO MANAGEMENT OGC/OOC—02/24 Page 9 of 15 delivered projects. Defect management and supervision of LAP project structures components must be proactively managed, monitored, and inspected by department prequalified structures engineer(s). The District Construction Engineer must be notified immediately of defect monitoring that occurs in LAP project construction, whether or not the defects are considered an imminent risk to life, health, or safety of the travelling public. When defects, including but not limited to, structural cracks, are initially detected during bridge construction, the engineer of record, construction engineering inspector, design-build firm, or local agency that owns or is responsible for the bridge construction has the authority to immediately close the bridge to construction personnel and close the road underneath. The LA shall also ensure compliance with the CPAM, Section 9.1.8 regarding actions for maintenance of traffic and safety concerns. 11. Disadvantaged Business Enterprise (DBE) Policy and Obligation: It is the policy of the Department that DBE's, as defined in 49 C.F.R. Part 26, as amended, shall have the opportunity to participate in the performance of contracts financed in whole or in part with Department funds under this Agreement. The DBE requirements of applicable federal and state laws and regulations apply to this Agreement. The Recipient and its contractors agree to ensure that DBE's have the opportunity to participate in the performance of this Agreement. In this regard, all recipients and contractors shall take all necessary and reasonable steps in accordance with applicable federal and state laws and regulations to ensure that the DBE's have the opportunity to compete for and perform contracts. The Recipient and its contractors and subcontractors shall not discriminate on the basis of race, color, national origin or sex in the award and performance of contracts, entered pursuant to this Agreement. 12. Compliance with Conditions and Laws: The Recipient shall comply and require its contractors and subcontractors to comply with all terms and conditions of this Agreement and all federal, state, and local laws and regulations applicable to this Project. Execution of this Agreement constitutes a certification that the Recipient is in compliance with, and will require its contractors and subcontractors to comply with, all requirements imposed by applicable federal, state, and local laws and regulations, including the "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion—Lower Tier Covered Transactions," in 49 C.F.R. Part 29, and 2 C.F.R. Part 200 when applicable. 13. Performance Evaluations: Recipients are evaluated on a project-by-project basis. The evaluations provide information about oversight needs and provide input for the recertification process. Evaluations are submitted to the Recipient's person in responsible charge or designee as part of the Project closeout process. The Department provides the evaluation to the Recipient no more than 30 days after final acceptance. a. Each evaluation will result in one of three ratings. A rating of Unsatisfactory Performance means the Recipient failed to develop the Project in accordance with applicable federal and state regulations, standards and procedures, required excessive District involve me nt/oversig ht, or the Project was brought in-house by the Department. A rating of Satisfactory Performance means the Recipient developed the Project in accordance with applicable federal and state regulations,standards and procedures,with minimal District involvement/oversight. A rating of Above Satisfactory Performance means the Recipient developed the Project in accordance with applicable federal and state regulations, standards and procedures, and the Department did not have to exceed the minimum oversight and monitoring requirements identified for the project. b. The District will determine which functions can be further delegated to Recipients that continuously earn Satisfactory and Above Satisfactory evaluations. 14. Restrictions, Prohibitions, Controls, and Labor Provisions: During the performance of this Agreement, the Recipient agrees as follows, and agrees to require its contractors and subcontractors to include in each subcontract the following provisions: a. The Recipient will comply with all the requirements imposed by Title VI of the Civil Rights Act of 1964, the regulations of the U.S. Department of Transportation issued thereunder,and the assurance by the Recipient pursuant thereto. The Recipient shall include the attached Exhibit"C",Title VI Assurances in all contracts 229 DocuSign Envelope ID:A9B407E7-2F58-4334-8FA3-CC46958AA53F -010-40 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION 525EMENT LOCAL AGENCY PROGRAM AGREEMENT PROGRAOGC/OO MANAGEMENT OGC/OOC—02/24 Page 10 of 15 with consultants and contractors performing work on the Project that ensure compliance with Title VI of the Civil Rights Act of 1964, 49 C.F.R. Part 21, and related statutes and regulations. b. The Recipient will comply with all the requirements as imposed by the ADA, the regulations of the Federal Government issued thereunder, and assurance by the Recipient pursuant thereto. c. A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid on a contract to provide any goods or services to a public entity; may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, Florida Statutes, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. d. In accordance with Section 287.134, Florida Statutes, an entity or affiliate who has been placed on the Discriminatory Vendor List, kept by the Florida Department of Management Services, may not submit a bid on a contract to provide goods or services to a public entity; may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor or consultant under a contract with any public entity; and may not transact business with any public entity. e. An entity or affiliate who has had its Certificate of Qualification suspended, revoked, denied or have further been determined by the Department to be a non-responsible contractor may not submit a bid or perform work for the construction or repair of a public building or public work on a contract with the Recipient. f. Neither the Recipient nor any of its contractors or their subcontractors shall enter into any contract, subcontract or arrangement in connection with the Project or any property included or planned to be included in the Project in which any member, officer or employee of the Recipient or the locality during tenure or for 2 years thereafter has any interest, direct or indirect. If any such present or former member, officer or employee involuntarily acquires or had acquired prior to the beginning of tenure any such interest, and if such interest is immediately disclosed to the Recipient, the Recipient, with prior approval of the Department, may waive the prohibition contained in this paragraph provided that any such present member, officer or employee shall not participate in any action by the Recipient or the locality relating to such contract, subcontract or arrangement. The Recipient shall insert in all contracts entered into in connection with the Project or any property included or planned to be included in any Project, and shall require its contractors to insert in each of their subcontracts, the following provision: "No member, officer or employee of the Recipient or of the locality during his tenure or for 2 years thereafter shall have any interest, direct or indirect, in this contract or the proceeds thereof." The provisions of this paragraph shall not be applicable to any agreement between the Recipient and its fiscal depositories or to any agreement for utility services the rates for which are fixed or controlled by a governmental agency. g. No member or delegate to the Congress of the United States shall be admitted to any share or part of this Agreement or any benefit arising therefrom. 15. Indemnification and Insurance: a. It is specifically agreed between the parties executing this Agreement that it is not intended by any of the provisions of any part of this Agreement to create in the public or any member thereof, a third-party beneficiary under this Agreement, or to authorize anyone not a party to this Agreement to maintain a suit for personal injuries or property damage pursuant to the terms or provisions of this Agreement. The Recipient guarantees the payment of all just claims for materials, supplies, tools, or labor and other just claims against the Recipient or any subcontractor, in connection with this Agreement. 230 DocuSign Envelope ID:A9B407E7-2F58-4334-8FA3-CC46958AA53F -010-40 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION 525EMENT LOCAL AGENCY PROGRAM AGREEMENT PROGRAOGC/OO MANAGEMENT OGC/OOC—02/24 Page 11 of 15 b. To the extent provided by law, Recipient shall indemnify,defend, and hold harmless the Department against any actions, claims, or damages arising out of, relating to, or resulting from negligent or wrongful act(s)of Recipient, or any of its officers, agents, or employees, acting within the scope of their office or employment, in connection with the rights granted to or exercised by Recipient hereunder, to the extent and within the limitations of Section 768.28, Florida Statutes. The foregoing indemnification shall not constitute a waiver of the Department's or Recipient's sovereign immunity beyond the limits set forth in Florida Statutes, Section 768.28, nor shall the same be construed to constitute agreement by Recipient to indemnify the Department for the negligent acts or omissions of the Department, its officers, agents, or employees, or for the acts of third parties. Nothing herein shall be construed as consent by Recipient to be sued by third parties in any manner arising out of this Agreement. This indemnification shall survive the termination of this Agreement. c. Recipient agrees to include the following indemnification in all contracts with contractors, subcontractors, consultants, or subconsultants (each referred to as "Entity" for the purposes of the below indemnification) who perform work in connection with this Agreement: "To the extent provided by law, [ENTITY] shall indemnify, defend, and hold harmless the [RECIPIENT] and the State of Florida, Department of Transportation, including the Department's officers, agents, and employees, against any actions, claims, or damages arising out of, relating to, or resulting from negligent or wrongful act(s) of [ENTITY], or any of its officers, agents, or employees, acting within the scope of their office or employment, in connection with the rights granted to or exercised by [ENTITY]. The foregoing indemnification shall not constitute a waiver of the Department's or [RECIPIENT']'s sovereign immunity beyond the limits set forth in Florida Statutes, Section 768.28. Nor shall the same be construed to constitute agreement by [ENTITY] to indemnify [RECIPIENT] for the negligent acts or omissions of[RECIPIENT], its officers, agents,or employees,or third parties. Nor shall the same be construed to constitute agreement by[ENTITY] to indemnify the Department for the negligent acts or omissions of the Department, its officers, agents, or employees, or third parties. This indemnification shall survive the termination of this Agreement." d. The Recipient shall, or cause its contractor or consultant to carry and keep in force, during the term of this Agreement, a general liability insurance policy or policies with a company or companies authorized to do business in Florida, affording public liability insurance with combined bodily injury limits of at least$200,000 per person and $300,000 each occurrence, and property damage insurance of at least $200,000 each occurrence, for the services to be rendered in accordance with this Agreement. The Recipient shall also, or cause its contractor or consultant to carry and keep in force Workers' Compensation Insurance as required by the State of Florida under the Workers'Compensation Law. With respect to any general liability insurance policy required pursuant to this Agreement, all such policies shall be issued by companies licensed to do business in the State of Florida. The Recipient shall provide to the Department certificates showing the required coverage to be in effect with endorsements showing the Department to be an additional insured prior to commencing any work under this Agreement. Policies that include Self Insured Retention will not be accepted. The certificates and policies shall provide that in the event of any material change in or cancellation of the policies reflecting the required coverage, thirty days advance notice shall be given to the Department or as provided in accordance with Florida law. 16. Maintenance Obligations: In the event the Project includes construction then the following provisions are incorporated into this Agreement: a. The Recipient agrees to maintain any portion of the Project not located on the State Highway System constructed under this Agreement for its useful life. If the Recipient constructs any improvement on Department right-of-way, the Recipient ❑ shall ❑ shall not maintain the improvements located on the Department right-of-way for their useful life. If the Recipient is required to maintain Project improvements located on the Department right-of-way beyond final acceptance, then Recipient shall, prior to any disbursement of the state funding provided under this 231 DocuSign Envelope ID:A9B407E7-2F58-4334-8FA3-CC46958AA53F -010-40 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION 525EMENT LOCAL AGENCY PROGRAM AGREEMENT PROGRAOGC/OO MANAGEMENT OGC/OOC—02/24 Page 12 of 15 Agreement, also execute a Maintenance Memorandum of Agreement in a form that is acceptable to the Department. The Recipient has agreed to the foregoing by resolution, and such resolution is attached and incorporated into this Agreement as Exhibit "D". This provision will survive termination of this Agreement. 17. Miscellaneous Provisions: a. The Recipient will be solely responsible for compliance with all applicable environmental regulations, for any liability arising from non-compliance with these regulations, and will reimburse the Department for any loss incurred in connection therewith. The Recipient will be responsible for securing any applicable permits. The Recipient shall include in all contracts and subcontracts for amounts in excess of$150,000, a provision requiring compliance with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251- 1387). b. The Department shall not be obligated or liable hereunder to any individual or entity not a party to this Agreement. c. In no event shall the making by the Department of any payment to the Recipient constitute or be construed as a waiver by the Department of any breach of covenant or any default which may then exist on the part of the Recipient and the making of such payment by the Department,while any such breach or default shall exist, shall in no way impair or prejudice any right or remedy available to the Department with respect to such breach or default. d. If any provision of this Agreement is held invalid, the remainder of this Agreement shall not be affected. In such an instance, the remainder would then continue to conform to the terms and requirements of applicable law. e. By execution of the Agreement, the Recipient represents that it has not paid and, also agrees not to pay, any bonus or commission for the purpose of obtaining an approval of its application for the financing hereunder. f. Nothing in the Agreement shall require the Recipient to observe or enforce compliance with any provision or perform any act or do any other thing in contravention of any applicable state law. If any of the provisions of the Agreement violate any applicable state law, the Recipient will at once notify the Department in writing in order that appropriate changes and modifications may be made by the Department and the Recipient to the end that the Recipient may proceed as soon as possible with the Project. g. In the event that this Agreement involves constructing and equipping of facilities, the Recipient shall submit to the Department for approval all appropriate plans and specifications covering the Project. The Department will review all plans and specifications and will issue to the Recipient a written approval with any approved portions of the Project and comments or recommendations covering any remainder of the Project deemed appropriate. After resolution of these comments and recommendations to the Department's satisfaction, the Department will issue to the Recipient a written approval with said remainder of the Project. Failure to obtain this written approval shall be sufficient cause of nonpayment by the Department. h. Upon completion of right-of-way activities on the Project, the Recipient must certify compliance with all applicable federal and state requirements. Certification is required prior to authorization for advertisement for or solicitation of bids for construction of the Project, including if no right-of-way is required. i. The Recipient will certify in writing, prior to Project closeout that the Project was completed in accordance with applicable plans and specifications, is in place on the Recipient's facility, adequate title is in the Recipient's name, and the Project is accepted by the Recipient as suitable for the intended purpose. j. The Recipient agrees that no federally-appropriated funds have been paid, or will be paid by or on behalf of the Recipient, to any person for influencing or attempting to influence any 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 the awarding of any federal contract, the making of any federal grant, the 232 DocuSign Envelope ID:A9B407E7-2F58-4334-8FA3-CC46958AA53F -010-40 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION 525EMENT LOCAL AGENCY PROGRAM AGREEMENT PROGRAOGC/OO MANAGEMENT OGC/OOC—02/24 Page 13 of 15 making of any federal loan,the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment or modification of any federal contract, grant, loan or cooperative agreement. If any funds other than federally-appropriated funds have been paid by the Recipient 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 Agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. The Recipient shall require that the language of this paragraph be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. No funds received pursuant to this contract may be expended for lobbying the Legislature,the judicial branch or a state agency. k. The Recipient may not permit the Engineer of Record to perform Construction, Engineering and Inspection services on the Project. I. The Recipient shall comply with all applicable federal guidelines, procedures, and regulations. If at any time a review conducted by Department and or FHWA reveals that the applicable federal guidelines, procedures, and regulations were not followed by the Recipient and FHWA requires reimbursement of the funds, the Recipient will be responsible for repayment to the Department of all funds awarded under the terms of this Agreement. m. The Recipient shall: i. utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by Recipient during the term of the contract; and ii. expressly require any contractor and subcontractors performing work or providing services pursuant to the state contract to likewise utilize the U.S. Department of Homeland Security's E- Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the contract term. n. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute the same Agreement. A facsimile or electronic transmission of this Agreement with a signature on behalf of a party will be legal and binding on such party. o. The Parties agree to comply with s.20.055(5), Florida Statutes, and to incorporate in all subcontracts the obligation to comply with s.20.055(5), Florida Statutes. p. If the Project is procured pursuant to Chapter 255, Florida Statutes, for construction services and the cost of the Project is to be paid from state-appropriated funds, then the Recipient must comply with the requirements of Section 255.0991, Florida Statutes. 18. Exhibits: a. Exhibits "A", "B", "C", "D", "E" and "F" are attached to and incorporated into this Agreement. b. ® If this Project includes Phase 58 (construction) activities, then Exhibit "G", FHWA FORM 1273, is attached and incorporated into this Agreement. c. ❑Alternative Advance Payment Financial Provisions are used on this Project. If an Alternative Pay Method is used on this Project, then Exhibit "H", Alternative Advance Payment Financial Provisions, is attached and incorporated into this Agreement. d. ❑ State funds are used on this Project. If state funds are used on this Project, then Exhibit "I", State Funds Addendum, is attached and incorporated into this Agreement. Exhibit "J", State Financial Assistance (Florida Single Audit Act), is attached and incorporated into this Agreement. e. ❑ This Project utilizes Advance Project Reimbursement. If this Project utilizes Advance Project Reimbursement, then Exhibit"K",Advance Project Reimbursement is attached and incorporated into this Agreement. 233 DocuSign Envelope ID:A9B407E7-2F58-4334-8FA3-CC46958AA53F -010-40 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION 525EMENT LOCAL AGENCY PROGRAM AGREEMENT PROGRAOGC/OO MANAGEMENT OGC/OOC—02/24 Page 14 of 15 f. ❑ This Project includes funding for landscaping. If this Project includes funding for landscaping, then Exhibit "L", Landscape Maintenance, is attached and incorporated into this Agreement. g. ❑ This Project includes funding for a roadway lighting system. If the Project includes funding for roadway lighting system, Exhibit "M", Roadway Lighting Maintenance is attached and incorporated into this Agreement. h. ❑ This Project includes funding for traffic signals and/or traffic signal systems. If this Project includes funding for traffic signals and/or traffic signals systems, Exhibit"N", Traffic Signal Maintenance is attached and incorporated into this Agreement. i. ❑A portion or all of the Project will utilize Department right-of-way and, therefore, Exhibit"O", Terms and Conditions of Construction in Department Right-of-Way, is attached and incorporated into this Agreement. j. ❑ The following Exhibit(s)are attached and incorporated into this Agreement: k. Exhibit and Attachment List Exhibit A: Project Description and Responsibilities Exhibit B: Schedule of Financial Assistance Exhibit C: Title VI Assurances Exhibit D: Recipient Resolution Exhibit E: Federal Financial Assistance (Single Audit Act) Exhibit F: Contract Payment Requirements * Exhibit G: FHWA Form 1273 * Exhibit H: Alternative Advance Payment Financial Provisions * Exhibit I: State Funds Addendum * Exhibit J: State Financial Assistance (Florida Single Audit Act) * Exhibit K: Advance Project Reimbursement * Exhibit L: Landscape Maintenance * Exhibit M: Roadway Lighting Maintenance * Exhibit N: Traffic Signal Maintenance * Exhibit O: Terms and Conditions of Construction in Department Right-of-Way *Additional Exhibit(s): * Indicates that the Exhibit is only attached and incorporated if applicable box is selected. 234 DocuSign Envelope ID:A9B407E7-2F58-4334-8FA3-CC46958AA53F 525-010-40 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION PROGRAM MANAGEMENT LOCAL AGENCY PROGRAM AGREEMENT OGC/OOC—02/24 Page 15 of 15 IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year written above. RECIPIENT Monroe County STATE OF FLORIDA, DEPARTMENT OF TRANSPORTATION By: By: Name: Name: Title: Title: Legal Review: MONROE COUNTY ATTORNEY jAPPR?WA)AS TO FOR 1: ' Ka MP�11�' -222'k CHRISTYNE LIMBERT•EARROWS ASSISTANT COUNTY ATTORNEY r)ATE 235 DocuSign Envelope ID:A9B407E7-2F58-4334-8FA3-CC46958AA53F Alt Form 525-010-40A STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION 525-011-OA LOCAL AGENCY PROGRAM AGREEMENT PROGRAM MANAGEMENT OS/21 EXHIBIT A PROJECT DESCRIPTION AND RESPONSIBILITIES FPN: 447770-1-58-01, 447770-1-68-01, 447770-1-68-02 This exhibit forms an integral part of the Agreement between the State of Florida, Department of Transportation and Monroe County (the Recipient) PROJECT LOCATION: ❑ The project is on the National Highway System. ❑ The project is on the State Highway System. PROJECT LENGTH AND MILE POST LIMITS: 241 feet MM 4.489 PROJECT DESCRIPTION: Civil Engineering Inspection and Construction of the Replacement of Mosquito Creek Bridge (904984)on Card Sound Road SPECIAL CONSIDERATIONS BY RECIPIENT: The Recipient is required to provide a copy of the design plans for the Department's review and approval to coordinate permitting with the Department, and notify the Department prior to commencement of any right-of-way activities. The Recipient shall commence the project's activities subsequent to the execution of this Agreement and shall perform in accordance with the following schedule: a) Study to be completed by b) Design to be completed by June 10th, 2024. c) Right-of-Way requirements identified and provided to the Department by June 10th, 2024. d) Right-of-Way to be certified by August 5th, 2024 . e) Construction contract to be let by October 21st, 2024. f) Construction to be completed by Septmeber 30, 2026. If this schedule cannot be met, the Recipient will notify the Department in writing with a revised schedule or the project is subject to the withdrawal of funding. SPECIAL CONSIDERATIONS BY DEPARTMENT: Page 1 of 1 236 DocuSign Envelope ID:A9B407E7-2F58-4334-8FA3-CC46958AA53F Alt Form 525-010-40B STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION 525-011-013 LOCAL AGENCY PROGRAM AGREEMENT PROGRAM MANAGEMENT 8/21 Page 1 of 1 EXHIBIT B SCHEDULE OF FINANCIAL ASSISTANCE RECIPIENT NAME& BILLING ADDRESS: FINANCIAL PROJECT NUMBER: Monroe County BOCC 447770-1-58-01 1100 SIMONTON STREET 447770-1-68-01 KEY WEST, FL 33040 447770-1-68-02 MAXIMUM PARTICIPATION (1) PHASE OF WORK By Fiscal Year PROJECT FUNDS LOCAL FUNDS STATE3FUNDS FEDERAL)FUNDS Design-Phase 38 FY: (Insert Program Name) $ $ $ $ FY: (Insert Program Name) $ $ $ $ FY: Insert Program Name $ $ $ $ Total Design Cost $ 0.00 $ 0.00 $ 0.00 $ 0.00 Right-of-Way-Phase 48 FY: (Insert Program Name) $ $ $ $ FY: (Insert Program Name) $ $ $ $ FY: Insert Program Name $ $ $ $ Total Right-of-Way Cost $ 0.00 $ 0.00 $ 0.00 $ 0.00 Construction-Phase 58 FY: 2025 (Local Agency Program) $4,699,295.00 $2,367,065.00 $ $2,332,230.00 FY: (Insert Program Name) $ $ $ $ FY: (Insert Program Name) $ $ $ $ Total Construction Cost $4,699,295.00 $2,367,065.00 $ 0.00 $2,332,230.00 Construction Engineering and Inspection(CEI)-Phase 68 FY: 2025 (Local Agency Program) $350,000.00 $ $ $350,000.00 FY: 2025 (Local Agency Program) $ 100,000.00 $ $ $ 100,000.00 FY: Insert Program Name $ $ $ $ Total CEI Cost $450,000.00 $ 0.00 $ 0.00 $450,000.00 Insert Phase) FY: (Insert Program Name) $ $ $ $ FY: (Insert Program Name) $ $ $ $ FY: Insert Program Name $ $ $ $ Total Phase Costs $ 0.00 $ 0.00 $ 0.00 $ 0.00 TOTAL COST OF THE PROJECT $5,149,295.00 $2,367,065.00 $ 0.00 $2,782,230.00 COST ANALYSIS CERTIFICATION AS REQUIRED BY SECTION 216.3475, FLORIDA STATUTES: I certify that the cost for each line item budget category has been evaluated and determined to be allowable, reasonable, and necessary as required by Section 216.3475, F.S. Documentation is on file evidencing the methodology used and the conclusions reached. Jessica Beck-Galindo, MPA District Grant Manager Name Signature Date 237 DocuSign Envelope ID:A9B407E7-2F58-4334-8FA3-CC46958AA53F Alt Form 525-010-40C STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION 525-011-OC LOCAL AGENCY PROGRAM AGREEMENT PROGRAM MANAGEMENT 05/21 Page 1 of 2 EXHIBIT C TITLE VI ASSURANCES During the performance of this contract, the consultant or contractor, for itself, its assignees and successors in interest(hereinafter collectively referred to as the"contractor")agrees as follows: (1.) Compliance with REGULATIONS: The contractor shall comply with the Regulations relative to nondiscrimination in federally-assisted programs of the U.S. Department of Transportation (hereinafter, "USDOT") Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time, (hereinafter referred to as the REGULATIONS), which are herein incorporated by reference and made a part of this contract. (2.) Nondiscrimination:The Contractor,with regard to the work performed by it during the contract,shall not discriminate on the basis of race,color, national origin,or sex in the selection and retention of sub- contractors, including procurements of materials and leases of equipment. The contractor shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the REGULATIONS, including employment practices when the contract covers a program set forth in Appendix B of the REGULATIONS. (3.) Solicitations for Sub-contractors, 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 sub-contract, including procurements of materials or leases of equipment, each potential sub-contractor or supplier shall be notified by the contractor of the contractor's obligations under this contract and the REGULATIONS relative to nondiscrimination on the basis of race, color, national origin, or sex. (4.) Information and Reports: The contractor shall provide all information and reports required by the REGULATIONS or 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 Florida Department of Transportation or the Federal Highway Administration, Federal Transit Administration, Federal Aviation Administration, and Federal Motor Carrier Safety Administration to be pertinent to ascertain compliance with such REGULATIONS, orders and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish this information the contractor shall so certify to the Florida Department of Transportation, or the Federal Highway Administration, Federal Transit Administration, Federal Aviation Administration, or Federal Motor Carrier Safety Administration as appropriate, and shall set forth what efforts it has made to obtain the information. (5.) Sanctions for Noncompliance: In the event of the contractor's noncompliance with the nondiscrimination provisions of this contract, the Florida Department of Transportation shall impose such contract sanctions as it or the Federal Highway Administration, Federal Transit Administration, Federal Aviation Administration, or 238 DocuSign Envelope ID:A9B407E7-2F58-4334-8FA3-CC46958AA53F 525-011-OC PROGRAM MANAGEMENT 05/21 Page 2 of 2 Federal Motor Carrier Safety Administration may determine to be appropriate, including, but not limited to: a. withholding of payments to the contractor under the contract until the contractor complies, and/or b. cancellation, termination or suspension of the contract, in whole or in part. (6.) Incorporation of Provisions:The contractor shall include the provisions of paragraphs(1)through (7)in every sub-contract, including procurements of materials and leases of equipment, unless exempt by the REGULATIONS,or directives issued pursuant thereto. The contractor shall take such action with respect to any sub-contract or procurement as the Florida Department of Transportation or the Federal Highway Administration, Federal Transit Administration, Federal Aviation Administration, or Federal Motor Carrier Safety Administration 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 sub-contractor or supplier as a result of such direction, the contractor may request the Florida Department of Transportation to enter into such litigation to protect the interests of the Florida Department of Transportation, and, in addition, the contractor may request the United States to enter into such litigation to protect the interests of the United States. (7.) Compliance with Nondiscrimination Statutes and 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 CFR 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 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 USC §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); 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). 239 DocuSign Envelope ID:A9B407E7-2F58-4334-8FA3-CC46958AA53F Alt Form 525-010-40D STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION 525-011-OD LOCAL AGENCY PROGRAM AGREEMENT PROGRAM MANAGEMENT OS/21 Page 1 of 1 EXHIBIT D RECIPIENT RESOLUTION The Recipient's Resolution authorizing entry into this Agreement is attached and incorporated into this Agreement. 240 DocuSign Envelope ID:A9B407E7-2F58-4334-8FA3-CC46958AA53F Alt Form 525-010-40E STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION 525-011-OE LOCAL AGENCY PROGRAM AGREEMENT PROGRAM MANAGEMENT 11/22 Page 1 of 1 EXHIBIT E FEDERAL FINANCIAL ASSISTANCE (SINGLE AUDIT ACT) FEDERAL RESOURCES AWARDED PURSUANT TO THIS AGREEMENT ARE AS FOLLOWS: CFDA No.: 20.205 CFDA Title: Highway Planning and Construction Federal-Aid Highway Program, Federal Lands Highway Program CFDA Program htlRE.//beta.sam.qov/fal/l093726316c3409a8e50f4c75f5ef2c6/view°?keywords=20.205&sort®- Site: relevance&index=cfda&is active=true Award Amount: $2,782,230.00 Awarding Florida Department of Transportation Agency: Award is for No R&D: Indirect Cost N/A Rate: FEDERAL RESOURCES AWARDED PURSUANT TO THIS AGREEMENT ARE SUBJECT TO THE FOLLOWING: 2 CFR Part 200— Uniform Administrative Requirements, Cost Principles &Audit Requirements for Federal Awards http://www.ecfr.gov/cgi-bin/te FEDERAL RESOURCES AWARDED PURSUANT TO THIS AGREEMENT MAY ALSO BE SUBJECT TO THE FOLLOWING: Title 23— Highways, United States Code httpe//uscode.house.aov/browse/Drelim title23&edition=prelim Title 49—Transportation, United States Code hqp-.//uscode.house.gov/browse/prelim title49&edition=prelim Infrastructure Investment and Jobs Act(IIJA)(Public Law 117-58, also known as the"Bipartisan Infrastructure Law") https://www.congress.gov/117/bills/hr3684/BILLS-117hr3684enre�df Federal Highway Administration— Florida Division http://www.fhwa.dot.gov/fidiv/ Federal Funding Accountability and Transparency Act (FFATA) Sub-award Reporting System (FSRS) hqpa.L//www.fsrs.gov/ 241 DocuSign Envelope ID:A9B407E7-2F58-4334-8FA3-CC46958AA53F Alt Form 525-010-40F STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION 525-011-OF LOCAL AGENCY PROGRAM AGREEMENT PROGRAM MANAGEMENT 05/21 Page 1 of 2 EXHIBIT F CONTRACT PAYMENT REQUIREMENTS Florida Department of Financial Services, Reference Guide for State Expenditures Cost Reimbursement Contracts Invoices for cost reimbursement contracts must be supported by an itemized listing of expenditures by category (salary, travel, expenses, etc.). Supporting documentation shall be submitted for each amount for which reimbursement is being claimed indicating that the item has been paid. Documentation for each amount for which reimbursement is being claimed must indicate that the item has been paid. Check numbers may be provided in lieu of copies of actual checks. Each piece of documentation should clearly reflect the dates of service. Only expenditures for categories in the approved agreement budget may be reimbursed. These expenditures must be allowable (pursuant to law) and directly related to the services being provided. Listed below are types and examples of supporting documentation for cost reimbursement agreements- Salaries: Timesheets that support the hours worked on the project or activity must be kept. A payroll register, or similar documentation should be maintained. The payroll register should show gross salary charges, fringe benefits, other deductions and net pay. If an individual for whom reimbursement is being claimed is paid by the hour, a document reflecting the hours worked times the rate of pay will be acceptable. Fringe benefits: Fringe benefits should be supported by invoices showing the amount paid on behalf of the employee, e.g., insurance premiums paid. If the contract specifically states that fringe benefits will be based on a specified percentage rather than the actual cost of fringe benefits, then the calculation for the fringe benefits amount must be shown. Exception- Governmental entities are not required to provide check numbers or copies of checks for fringe benefits. Travel: Reimbursement for travel must be in accordance with s. 112.061, F.S., which includes submission of the claim on the approved state travel voucher along with supporting receipts and invoices. Other direct costs: Reimbursement will be made based on paid invoices/receipts and proof of payment processing (cancelled/processed checks and bank statements). If nonexpendable property is purchased using state funds, the contract should include a provision for the transfer of the property to the State when services are terminated. Documentation must be provided to show compliance with DMS Rule 60A-1.017, F.A.C., regarding the requirements for contracts which include services and that provide for the contractor to purchase tangible personal property as defined in s. 273.02, F.S., for subsequent transfer to the State. Indirect costs: If the contract stipulates that indirect costs will be paid based on a specified rate, then the calculation should be shown. Indirect costs must be in the approved agreement budget and the entity must be able to demonstrate that the costs are not duplicated elsewhere as direct costs. All indirect cost rates must be evaluated for reasonableness and for allowability and must be allocated consistently. 242 DocuSign Envelope ID:A9B407E7-2F58-4334-8FA3-CC46958AA53F Contracts between state agencies may submit alternative documentation to substantiate the reimbursement request, which may be in the form of FLAIR reports or other detailed reports. The Florida Department of Financial Services, online Reference Guide for State Expenditures can be found at this web address hags.!/ww.myflorid cfo.com/ ivision/AA/Manuals/documents/ eferenceGuideforSt to x�enditures.pdf. 243 DocuSign Envelope ID:A9B407E7-2F58-4334-8FA3-CC46958AA53F Alt Form 525-010-40G STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION 525-011-OG LOCAL AGENCY PROGRAM AGREEMENT PROGRAM MANAGEMENT 10/23 Page 1 of 1 EXHIBIT G FHWA FORM 1273 FEDERAL RESOURCES AWARDED PURSUANT TO THIS AGREEMENT ARE AS FOLLOWS: LEGAL REQUIREMENTS AND RESPONSIBILITY TO THE PUBLIC -COMPLIANCE WITH FHWA 1273. The FHWA-1273 version dated October 23, 2023 is appended in its entirety to this Exhibit. FHWA-1273 may also be referenced on the Department's website at the following URL address: http://www.fhwa.dot.aov/iDroaramadmin/contracts/1273/1273.Pdf Sub-recipients of federal grants awards for Federal-Aid Highway construction shall take responsibility to obtain this information and comply with all provisions contained in FHWA-1273. 244 DocuSign Envelope ID:A9B407E7-2F58-4334-8FA3-CC46958AA53F FHWA-1273—Revised October 23,2023 REQUIRED CONTRACT PROVISIONS FEDERAL-AID CONSTRUCTION CONTRACTS performed on the contract by the contractor's own organization I. General and with the assistance of workers under the contractor's II. Nondiscrimination immediate superintendence and to all work performed on the III. Non-segregated Facilities contract by piecework,station work,or by subcontract. 23 IV. Davis-Bacon and Related Act Provisions CFR 633.102(d). V. Contract Work Hours and Safety Standards Act Provisions 3. A breach of any of the stipulations contained in these VI. Subletting or Assigning the Contract Required Contract Provisions may be sufficient grounds for VI I. Safety:Accident Prevention withholding of progress payments,withholding of final VIII. False Statements Concerning Highway Projects payment,termination of the contract,suspension/debarment IX. Implementation of Clean Air Act and Federal Water or any other action determined to be appropriate by the Pollution Control Act contracting agency and FHWA. X. Certification Regarding Debarment,Suspension, Ineligibility and Voluntary Exclusion 4. Selection of Labor: During the performance of this contract, XI. Certification Regarding Use of Contract Funds for the contractor shall not use convict labor for any purpose Lobbying within the limits of a construction project on a Federal-aid XI I. Use of United States-Flag Vessels: highway unless it is labor performed by convicts who are on parole,supervised release,or probation. 23 U.S.C.114(b). ATTACHMENTS The term Federal-aid highway does not include roadways functionally classified as local roads or rural minor collectors. A.Employment and Materials Preference for Appalachian 23 U.S.C. 101(a). Development Highway System or Appalachian Local Access Road Contracts(included in Appalachian contracts only) II. NONDISCRIMINATION (23 CFR 230.107(a);23 CFR Part 230,Subpart A,Appendix A; EO 11246) I. GENERAL The provisions of this section related to 23 CFR Part 230, 1. Form FHWA-1273 must be physically incorporated in each Subpart A,Appendix A are applicable to all Federal-aid construction contract funded under title 23,United States construction contracts and to all related construction Code,as required in 23 CFR 633.102(b)(excluding subcontracts of$10,000 or more. The provisions of 23 CFR emergency contracts solely intended for debris removal). The Part 230 are not applicable to material supply,engineering,or contractor(or subcontractor)must insert this form in each architectural service contracts. subcontract and further require its inclusion in all lower tier subcontracts(excluding purchase orders,rental agreements In addition,the contractor and all subcontractors must comply and other agreements for supplies or services). 23 CFR with the following policies: Executive Order 11246,41 CFR 633.102(e). Part 60,29 CFR Parts 1625-1627,23 U.S.C.140,Section 504 of the Rehabilitation Act of 1973,as amended(29 U.S.C.794), The applicable requirements of Form FHWA-1273 are Title VI of the Civil Rights Act of 1964,as amended(42 U.S.C. incorporated by reference for work done under any purchase 2000d et seq.),and related regulations including 49 CFR Parts order,rental agreement or agreement for other services. The 21,26,and 27;and 23 CFR Parts 200,230,and 633. prime contractor shall be responsible for compliance by any subcontractor,lower-tier subcontractor or service provider. 23 The contractor and all subcontractors must comply with: the CFR 633.102(e). requirements of the Equal Opportunity Clause in 41 CFR 60- 1.4(b)and,for all construction contracts exceeding$10,000, Form FHWA-1273 must be included in all Federal-aid design- the Standard Federal Equal Employment Opportunity build contracts,in all subcontracts and in lower tier Construction Contract Specifications in 41 CFR 60-4.3. subcontracts(excluding subcontracts for design services, purchase orders,rental agreements and other agreements for Note:The U.S.Department of Labor has exclusive authority to supplies or services)in accordance with 23 CFR 633.102. The determine compliance with Executive Order 11246 and the design-builder shall be responsible for compliance by any policies of the Secretary of Labor including 41 CFR Part 60, subcontractor,lower-tier subcontractor or service provider, and 29 CFR Parts 1625-1627. The contracting agency and the FHWA have the authority and the responsibility to ensure Contracting agencies may reference Form FHWA-1273 in compliance with 23 U.S.C. 140,Section 504 of the solicitation-for-bids or request-for-proposals documents, Rehabilitation Act of 1973,as amended(29 U.S.C.794),and however,the Form FHWA-1273 must be physically Title VI of the Civil Rights Act of 1964,as amended(42 U.S.C. incorporated(not referenced)in all contracts,subcontracts and 2000d et seq.),and related regulations including 49 CFR Parts lower-tier subcontracts(excluding purchase orders, rental 21,26,and 27;and 23 CFR Parts 200,230,and 633. agreements and other agreements for supplies or services related to a construction contract). 23 CFR 633.102(b). The following provision is adopted from 23 CFR Part 230, Subpart A,Appendix A,with appropriate revisions to conform 2. Subject to the applicability criteria noted in the following to the U.S.Department of Labor(US DOL)and FHWA sections,these contract provisions shall apply to all work requirements. 245 1 DocuSign Envelope ID:A9B407E7-2F58-4334-8FA3-CC46958AA53F 1.Equal Employment Opportunity: Equal Employment d. Notices and posters setting forth the contractor's EEO Opportunity(EEO)requirements not to discriminate and to policy will be placed in areas readily accessible to employees, take affirmative action to assure equal opportunity as set forth applicants for employment and potential employees. under laws,executive orders,rules, regulations(see 28 CFR Part 35,29 CFR Part 1630,29 CFR Parts 1625-1627,41 CFR e. The contractor's EEO policy and the procedures to Part 60 and 49 CFR Part 27)and orders of the Secretary of implement such policy will be brought to the attention of Labor as modified by the provisions prescribed herein,and employees by means of meetings,employee handbooks,or imposed pursuant to 23 U.S.C.140,shall constitute the EEO other appropriate means. and specific affirmative action standards for the contractor's project activities under this contract.The provisions of the 4.Recruitment:When advertising for employees,the Americans with Disabilities Act of 1990(42 U.S.C. 12101 et contractor will include in all advertisements for employees the seq.)set forth under 28 CFR Part 35 and 29 CFR Part 1630 notation:"An Equal Opportunity Employer." All such are incorporated by reference in this contract.In the execution advertisements will be placed in publications having a large of this contract,the contractor agrees to comply with the circulation among minorities and women in the area from following minimum specific requirement activities of EEO: which the project work force would normally be derived. a.The contractor will work with the contracting agency and a. The contractor will, unless precluded by a valid the Federal Government to ensure that it has made every bargaining agreement,conduct systematic and direct good faith effort to provide equal opportunity with respect to all recruitment through public and private employee referral of its terms and conditions of employment and in their review sources likely to yield qualified minorities and women. To of activities under the contract. 23 CFR 230.409(g)(4)&(5). meet this requirement,the contractor will identify sources of potential minority group employees and establish with such b.The contractor will accept as its operating policy the identified sources procedures whereby minority and women following statement: applicants may be referred to the contractor for employment consideration. "It is the policy of this Company to assure that applicants are employed,and that employees are treated during b. In the event the contractor has a valid bargaining employment,without regard to their race,religion,sex, agreement providing for exclusive hiring hall referrals,the sexual orientation,gender identity,color, national origin,age contractor is expected to observe the provisions of that or disability. Such action shall include:employment, agreement to the extent that the system meets the contractor's upgrading,demotion,or transfer;recruitment or recruitment compliance with EEO contract provisions. Where advertising; layoff or termination; rates of pay or other forms implementation of such an agreement has the effect of of compensation;and selection for training,including discriminating against minorities or women,or obligates the apprenticeship,pre-apprenticeship,and/or on-the-job contractor to do the same,such implementation violates training." Federal nondiscrimination provisions. 2. EEO Officer:The contractor will designate and make c. The contractor will encourage its present employees to known to the contracting officers an EEO Officer who will have refer minorities and women as applicants for employment. the responsibility for and must be capable of effectively Information and procedures with regard to referring such administering and promoting an active EEO program and who applicants will be discussed with employees. must be assigned adequate authority and responsibility to do so. 5. Personnel Actions:Wages,working conditions,and employee benefits shall be established and administered,and 3. Dissemination of Policy:All members of the contractor's personnel actions of every type,including hiring,upgrading, staff who are authorized to hire,supervise,promote,and promotion,transfer,demotion, layoff,and termination,shall be discharge employees,or who recommend such action or are taken without regard to race,color,religion,sex,sexual substantially involved in such action,will be made fully orientation,gender identity, national origin,age or disability. cognizant of and will implement the contractor's EEO policy The following procedures shall be followed: and contractual responsibilities to provide EEO in each grade and classification of employment. To ensure that the above a. The contractor will conduct periodic inspections of project agreement will be met,the following actions will be taken as a sites to ensure that working conditions and employee facilities minimum: do not indicate discriminatory treatment of project site personnel. a. Periodic meetings of supervisory and personnel office employees will be conducted before the start of work and then b. The contractor will periodically evaluate the spread of not less often than once every six months,at which time the wages paid within each classification to determine any contractor's EEO policy and its implementation will be evidence of discriminatory wage practices. reviewed and explained. The meetings will be conducted by the EEO Officer or other knowledgeable company official. c. The contractor will periodically review selected personnel actions in depth to determine whether there is evidence of b. All new supervisory or personnel office employees will be discrimination. Where evidence is found,the contractor will given a thorough indoctrination by the EEO Officer,covering promptly take corrective action. If the review indicates that the all major aspects of the contractor's EEO obligations within discrimination may extend beyond the actions reviewed,such thirty days following their reporting for duty with the contractor. corrective action shall include all affected persons. c. All personnel who are engaged in direct recruitment for d. The contractor will promptly investigate all complaints of the project will be instructed by the EEO Officer in the alleged discrimination made to the contractor in connection contractor's procedures for locating and hiring minorities and with its obligations under this contract,will attempt to resolve women, such complaints,and will take appropriate corrective action 2 246 DocuSign Envelope ID:A9B407E7-2F58-4334-8FA3-CC46958AA53F within a reasonable time. If the investigation indicates that the sufficient referrals(even though it is obligated to provide discrimination may affect persons other than the complainant, exclusive referrals under the terms of a collective bargaining such corrective action shall include such other persons. Upon agreement)does not relieve the contractor from the completion of each investigation,the contractor will inform requirements of this paragraph. In the event the union referral every complainant of all of their avenues of appeal. practice prevents the contractor from meeting the obligations pursuant to Executive Order 11246,as amended,and these 6.Training and Promotion: special provisions,such contractor shall immediately notify the contracting agency. a. The contractor will assist in locating,qualifying,and increasing the skills of minorities and women who are 8. Reasonable Accommodation for Applicants I applicants for employment or current employees. Such efforts Employees with Disabilities: The contractor must be familiar should be aimed at developing full journey level status with the requirements for and comply with the Americans with employees in the type of trade or job classification involved. Disabilities Act and all rules and regulations established thereunder. Employers must provide reasonable b. Consistent with the contractor's work force requirements accommodation in all employment activities unless to do so and as permissible under Federal and State regulations,the would cause an undue hardship. contractor shall make full use of training programs(i.e., apprenticeship and on-the-job training programs for the 9.Selection of Subcontractors, Procurement of Materials geographical area of contract performance). In the event a and Leasing of Equipment:The contractor shall not special provision for training is provided under this contract, discriminate on the grounds of race,color, religion,sex,sexual this subparagraph will be superseded as indicated in the orientation,gender identity, national origin,age,or disability in special provision. The contracting agency may reserve the selection and retention of subcontractors,including training positions for persons who receive welfare assistance procurement of materials and leases of equipment. The in accordance with 23 U.S.C.140(a). contractor shall take all necessary and reasonable steps to ensure nondiscrimination in the administration of this contract. c. The contractor will advise employees and applicants for employment of available training programs and entrance a. The contractor shall notify all potential subcontractors, requirements for each. suppliers,and lessors of their EEO obligations under this contract. d. The contractor will periodically review the training and promotion potential of employees who are minorities and b. The contractor will use good faith efforts to ensure women and will encourage eligible employees to apply for subcontractor compliance with their EEO obligations. such training and promotion. 7.Unions: If the contractor relies in whole or in part upon 10. Assurances Required: unions as a source of employees,the contractor will use good faith efforts to obtain the cooperation of such unions to a. The requirements of 49 CFR Part 26 and the State increase opportunities for minorities and women. 23 CFR DOT's FHWA-approved Disadvantaged Business Enterprise 230.409. Actions by the contractor,either directly or through a (DBE)program are incorporated by reference. contractor's association acting as agent,will include the procedures set forth below: b. The contractor,subrecipient or subcontractor shall not discriminate on the basis of race,color,national origin,or sex a. The contractor will use good faith efforts to develop,in in the performance of this contract.The contractor shall carry cooperation with the unions,joint training programs aimed out applicable requirements of 49 CFR part 26 in the award toward qualifying more minorities and women for membership and administration of DOT-assisted contracts.Failure by the in the unions and increasing the skills of minorities and women contractor to carry out these requirements is a material breach so that they may qualify for higher paying employment. of this contract,which may result in the termination of this contract or such other remedy as the recipient deems b. The contractor will use good faith efforts to incorporate an appropriate,which may include,but is not limited to: EEO clause into each union agreement to the end that such (1)Withholding monthly progress payments; union will be contractually bound to refer applicants without (2)Assessing sanctions; regard to their race,color,religion,sex,sexual orientation, (3)Liquidated damages;and/or gender identity,national origin,age,or disability. (4)Disqualifying the contractor from future bidding as non- responsible. c. The contractor is to obtain information as to the referral c. The Title VI and nondiscrimination provisions of U.S. practices and policies of the labor union except that to the DOT Order 1050.2A at Appendixes A and E are incorporated extent such information is within the exclusive possession of by reference. 49 CFR Part 21. the labor union and such labor union refuses to furnish such information to the contractor,the contractor shall so certify to 11.Records and Reports:The contractor shall keep such the contracting agency and shall set forth what efforts have records as necessary to document compliance with the EEO been made to obtain such information. requirements. Such records shall be retained for a period of three years following the date of the final payment to the d. In the event the union is unable to provide the contractor contractor for all contract work and shall be available at with a reasonable flow of referrals within the time limit set forth reasonable times and places for inspection by authorized in the collective bargaining agreement,the contractor will, representatives of the contracting agency and the FHWA. through independent recruitment efforts,fill the employment vacancies without regard to race,color, religion,sex,sexual a. The records kept by the contractor shall document the orientation,gender identity, national origin,age,or disability; following: making full efforts to obtain qualified and/or qualifiable minorities and women. The failure of a union to provide 247 3 DocuSign Envelope ID:A9B407E7-2F58-4334-8FA3-CC46958AA53F (1)The number and work hours of minority and non- Projects funded under 23 U.S.C.117,and National Highway minority group members and women employed in each work Freight Program projects funded under 23 U.S.C.167. classification on the project; (2)The progress and efforts being made in cooperation The following provisions are from the U.S.Department of with unions,when applicable,to increase employment Labor regulations in 29 CFR 5.5"Contract provisions and opportunities for minorities and women;and related matters"with minor revisions to conform to the FHWA- 1273 format and FHWA program requirements. (3)The progress and efforts being made in locating,hiring, training,qualifying,and upgrading minorities and women. 1. Minimum wages(29 CFR 5.5) b. The contractors and subcontractors will submit an annual a. Wage rates and fringe benefits.All laborers and report to the contracting agency each July for the duration of mechanics employed or working upon the site of the work(or the project indicating the number of minority,women,and non- otherwise working in construction or development of the minority group employees currently engaged in each work classification required by the contract work. This information is project under a development statute),will paid to be reported on Form FHWA-1391. The staffing data should unconditionally and not less often than oncea week,and represent the project work force on board in all or any part of without subsequent deduction or rebate any y account the last payroll period preceding the end of July. If on-the-job (except such payroll deductions as are permitted mitted training is being required by special provision,the contractor regulations issued by the Secretary full Labor underr the will be required to collect and report training data. The Copeland Act(29 CFR part 3)),the full amount of basic hourly wages and bona fide fringe benefits(or cash equivalents employment data should reflect the work force on board during all or any part of the last payroll period preceding the end of thereof)due time of payment computed at rates not less July. than those contained tained in the wage determination of the Secretary of Labor which is attached hereto and made a part hereof, regardless of any contractual relationship which may III.NONSEGREGATED FACILITIES be alleged to exist between the contractor and such laborers and mechanics.As provided in paragraphs(d)and(e)of 29 This provision is applicable to all Federal-aid construction CFR 5.5,the appropriate wage determinations are effective by contracts and to all related construction subcontracts of more operation of law even if they have not been attached to the than$10,000. 41 CFR 60-1.5. contract.Contributions made or costs reasonably anticipated for bona fide fringe benefits under the Davis-Bacon Act(40 As prescribed by 41 CFR 60-1.8,the contractor must ensure U.S.C.3141(2)(B))on behalf of laborers or mechanics are that facilities provided for employees are provided in such a considered wages paid to such laborers or mechanics,subject manner that segregation on the basis of race,color, religion, to the provisions of paragraph 1.e.of this section;also,regular sex,sexual orientation,gender identity,or national origin contributions made or costs incurred for more than a weekly cannot result. The contractor may neither require such period(but not less often than quarterly)under plans,funds,or segregated use by written or oral policies nor tolerate such use programs which cover the particular weekly period,are by employee custom. The contractor's obligation extends deemed to be constructively made or incurred during such further to ensure that its employees are not assigned to weekly period.Such laborers and mechanics must be paid the perform their services at any location under the contractor's appropriate wage rate and fringe benefits on the wage control where the facilities are segregated. The term"facilities" determination for the classification(s)of work actually includes waiting rooms,work areas, restaurants and other performed,without regard to skill,except as provided in eating areas,time clocks,restrooms,washrooms, locker paragraph 4.of this section.Laborers or mechanics performing rooms and other storage or dressing areas,parking lots, work in more than one classification may be compensated at drinking fountains, recreation or entertainment areas, the rate specified for each classification for the time actually transportation,and housing provided for employees. The worked therein: Provided,That the employer's payroll records contractor shall provide separate or single-user restrooms and accurately set forth the time spent in each classification in necessary dressing or sleeping areas to assure privacy which work is performed.The wage determination(including between sexes. any additional classifications and wage rates conformed under paragraph 1.c.of this section)and the Davis-Bacon poster (WH-1321)must be posted at all times by the contractor and IV. DAVIS-BACON AND RELATED ACT PROVISIONS its subcontractors at the site of the work in a prominent and accessible place where it can be easily seen by the workers. This section is applicable to all Federal-aid construction b.Frequently recurring classifications. (1)In addition to wage projects exceeding$2,000 and to all related subcontracts and and fringe benefit rates that have been determined to a lower-tier subcontracts(regardless of subcontract size), in accordance with 29 CFR 5.5. The requirements apply to all prevailing under the procedures set forth in CFR part t a projects located within the right-of-way of a roadway that is wage determination may contain,pursuant too§1.3( wage functionally classified as Federal-aid highway. 23 U.S.C.113. and fringe benefit rates for classifications of laborerss and This excludes roadways functionally classified as local roads mechanics for which conformance requests are regularly or rural minor collectors,which are exempt. 23 U.S.C. 101. submitted pursuant to paragraph 1.c.of this section,provided Where applicable law requires that projects be treated as a that: project on a Federal-aid highway,the provisions of this subpart will apply regardless of the location of the project. Examples (i)The work performed by the classification is not include:Surface Transportation Block Grant Program projects performed by a classification in the wage determination for funded under 23 U.S.C. 133[excluding recreational trails which a prevailing wage rate has been determined; projects],the Nationally Significant Freight and Highway 248 4 DocuSign Envelope ID:A9B407E7-2F58-4334-8FA3-CC46958AA53F (ii)The classification is used in the area by the under paragraphs 1.c.(3)and(4)of this section.The contractor construction industry;and must furnish a written copy of such determination to each affected worker or it must be posted as a part of the wage (iii)The wage rate for the classification bears a reasonable determination.The wage rate(including fringe benefits where relationship to the prevailing wage rates contained in the appropriate)determined pursuant to paragraph 1.c.(3)or(4)of wage determination, this section must be paid to all workers performing work in the classification under this contract from the first day on which work is performed in the classification. (2)The Administrator will establish wage rates for such classifications in accordance with paragraph 1.c.(1)(iii)of this d.Fringe benefits not expressed as an hourly rate. section.Work performed in such a classification must be paid Whenever the minimum wage rate prescribed in the contract at no less than the wage and fringe benefit rate listed on the for a class of laborers or mechanics includes a fringe benefit wage determination for such classification. which is not expressed as an hourly rate,the contractor may either pay the benefit as stated in the wage determination or c.Conformance. (1)The contracting officer must require that may pay another bona fide fringe benefit or an hourly cash any class of laborers or mechanics,including helpers,which is equivalent thereof. not listed in the wage determination and which is to be employed under the contract be classified in conformance with e.Unfunded plans. If the contractor does not make the wage determination.Conformance of an additional payments to a trustee or other third person,the contractor may classification and wage rate and fringe benefits is appropriate consider as part of the wages of any laborer or mechanic the only when the following criteria have been met: amount of any costs reasonably anticipated in providing bona fide fringe benefits under a plan or program, Provided,That (i)The work to be performed by the classification the Secretary of Labor has found,upon the written request of requested is not performed by a classification in the wage the contractor, in accordance with the criteria set forth in determination;and §5.28,that the applicable standards of the Davis-Bacon Act have been met.The Secretary of Labor may require the (ii)The classification is used in the area by the contractor to set aside in a separate account assets for the construction industry;and meeting of obligations under the plan or program. a e f.Interest. In the event of a failure to pay all or part of the (ui)The proposed wage rate, including any bona fide fringe wages required by the contract,the contractor will be required benefits,bears a reasonable relationship to the wage rates to pay interest on any underpayment of wages. contained in the wage determination. (2)The conformance process may not be used to split, 2. Withholding(29 CFR 5.5) subdivide,or otherwise avoid application of classifications listed in the wage determination. a. Withholding requirements.The contracting agency may, upon its own action,or must,upon written request of an (3)If the contractor and the laborers and mechanics to be authorized representative of the Department of Labor,withhold employed in the classification(if known),or their or cause to be withheld from the contractor so much of the representatives,and the contracting officer agree on the accrued payments or advances as may be considered classification and wage rate(including the amount designated necessary to satisfy the liabilities of the prime contractor or any for fringe benefits where appropriate), report of the action subcontractor for the full amount of wages and monetary relief, taken will be sent by the contracting officer by email to including interest, required by the clauses set forth in this ®BAconformance(a�dol.gay.The Administrator,or an section for violations of this contract,or to satisfy any such representative,will approve, modify, liabilities required by any other Federal contract,or federally authorized re p pp fy,or disapprove assisted contract subject to Davis-Bacon labor standards,that every additional classification action within 30 days of receipt is held by the same prime contractor(as defined in§5.2).The and so advise the contracting officer or will notify the necessary funds may be withheld from the contractor under contracting officer within the 30—day period that additional time this contract,any other Federal contract with the same prime is necessary. contractor,or any other federally assisted contract that is subject to Davis-Bacon labor standards requirements and is (4)In the event the contractor,the laborers or mechanics to held by the same prime contractor,regardless of whether the be employed in the classification or their representatives,and other contract was awarded or assisted by the same agency, the contracting officer do not agree on the proposed and such funds may be used to satisfy the contractor liability classification and wage rate(including the amount designated for which the funds were withheld.In the event of a for fringe benefits,where appropriate),the contracting officer contractor's failure to pay any laborer or mechanic,including will,by email to®SAconformance(a dol.clov, refer the any apprentice or helper working on the site of the work all or questions,including the views of all interested parties and the part of the wages required by the contract,or upon the recommendation of the contracting officer,to the Administrator contractor's failure to submit the required records as discussed for determination.The Administrator,or an authorized in paragraph 3.d.of this section,the contracting agency may representative,will issue a determination within 30 days of on its own initiative and after written notice to the contractor, receipt and so advise the contracting officer or will notify the take such action as may be necessary to cause the contracting officer within the 30—day period that additional time suspension of any further payment,advance,or guarantee of is necessary. funds until such violations have ceased. (5)The contracting officer must promptly notify the b.Priority to withheld funds.The Department has priority to contractor of the action taken by the Wage and Hour Division funds withheld or to be withheld in accordance with paragraph 249 5 DocuSign Envelope ID:A9B407E7-2F58-4334-8FA3-CC46958AA53F 2.a.of this section or Section V,paragraph 3.a.,or both,over agency.The prime contractor is responsible for the submission claims to those funds by: of all certified payrolls by all subcontractors.A contracting agency or prime contractor may permit or require contractors 1 A contractor's suret ies to submit certified payrolls through an electronic system,as ( ) y(' ),including without limitation long as the electronic system requires a legally valid electronic performance bond sureties and payment bond sureties; signature;the system allows the contractor,the contracting agency,and the Department of Labor to access the certified (2)A contracting agency for its reprocurement costs, payrolls upon request for at least 3 years after the work on the prime contract has been completed;and the contracting (3)A trustee(s)(either a court-appointed trustee or a U.S. agency or prime contractor permits other methods of submission in situations where the contractor is unable or trustee,or both)in bankruptcy of a contractor,or a contractor's limited in its ability to use or access the electronic system. bankruptcy estate; (4)A contractor's assignee(s); (2)Information required.The certified payrolls submitted must set out accurately and completely all of the information required to be maintained under paragraph 3.a.(2)of this (5)A contractor's successor(s);or section,except that full Social Security numbers and last known addresses,telephone numbers,and email addresses (6)A claim asserted under the Prompt Payment Act,31 must not be included on weekly transmittals.Instead,the U.S.C.3901907. certified payrolls need only include an individually identifying number for each worker(e.g.,the last four digits of the worker's Social Security number).The required weekly 3.Records and certified payrolls(29 CFR 5.5) certified payroll information may be submitted using Optional Form WH-347 or in any other format desired.Optional Form WH-347 is available for this purpose from the Wage and Hour a.Basic record requirements(1)Length of record retention. Division website at https://uvuvuv.dol.gov/sites/dolgov/fileslWHDI All regular payrolls and other basic records must be legacr7/files/wh347/.pdf or its successor website.It is not a maintained by the contractor and any subcontractor during the violation of this section for a prime contractor to require a course of the work and preserved for all laborers and subcontractor to provide full Social Security numbers and last mechanics working at the site of the work(or otherwise known addresses,telephone numbers,and email addresses to working in construction or development of the project under a the prime contractor for its own records,without weekly development statute)for a period of at least 3 years after all submission by the subcontractor to the contracting agency. the work on the prime contract is completed. (3)Statement of Compliance. Each certified payroll (2)Information required.Such records must contain the submitted must be accompanied by a"Statement of name;Social Security number;last known address,telephone Compliance,"signed by the contractor or subcontractor,or the number,and email address of each such worker;each contractor's or subcontractor's agent who pays or supervises worker's correct classification(s)of work actually performed; the payment of the persons working on the contract,and must hourly rates of wages paid(including rates of contributions or certify the following: costs anticipated for bona fide fringe benefits or cash equivalents thereof of the types described in 40 U.S.C. 3141(2}(B}of the Davis-Bacon Act),daily and weekly number (i)That the certified payroll for the payroll period contains of hours actually worked in total and on each covered contract; the information required to be provided under paragraph 3.b. deductions made;and actual wages paid. of this section,the appropriate information and basic records are being maintained under paragraph 3.a.of this section, (3)Additional records relating to fringe benefits.Whenever and such information and records are correct and complete; the Secretary of Labor has found under paragraph 1.e.of this section that the wages of any laborer or mechanic include the (ii)That each laborer or mechanic(including each helper amount of any costs reasonably anticipated in providing and apprentice)working on the contract during the payroll benefits under a plan or program described in 40 U,S.C, period has been paid the full weekly wages earned,without 3141(2}(B)of the Davis-Bacon Act,the contractor must rebate,either directly or indirectly,and that no deductions maintain records which show that the commitment to provide have been made either directly or indirectly from the full such benefits is enforceable,that the plan or program is wages earned,other than permissible deductions as set financially responsible,and that the plan or program has been forth in 29 CFR part 3;and communicated in writing to the laborers or mechanics affected, and records which show the costs anticipated or the actual (iii)That each laborer or mechanic has been paid not less cost incurred in providing such benefits. than the applicable wage rates and fringe benefits or cash equivalents for the classification(s)of work actually (4)Additional records relating to apprenticeship.Contractors performed,as specified in the applicable wage determination with apprentices working under approved programs must incorporated into the contract. maintain written evidence of the registration of apprenticeship programs,the registration of the apprentices,and the ratios (4)Use of Optional Form WH-347.The weekly submission and wage rates prescribed in the applicable programs. of a properly executed certification set forth on the reverse side of Optional Form WH-347 will satisfy the requirement for b.Certified payroll requirements(1)Frequency and method submission of the"Statement of Compliance"required by of submission.The contractor or subcontractor must submit paragraph 3.b.(3)of this section. weekly,for each week in which any DBA-or Related Acts- covered work is performed,certified payrolls to the contracting 250 6 DocuSign Envelope ID:A9B407E7-2F58-4334-8FA3-CC46958AA53F (5)Signature.The signature by the contractor, of each covered worker,and must provide them upon request subcontractor,or the contractor's or subcontractor's agent to the contracting agency,the State DOT,the FHWA,the must be an original handwritten signature or a legally valid contractor,or the Wage and Hour Division of the Department electronic signature. of Labor for purposes of an investigation or other compliance action. (6)Falsification.The falsification of any of the above certifications may subject the contractor or subcontractor to 4.Apprentices and equal employment opportunity(29 CFR civil or criminal prosecution under 18 U,S,C,1001 and 31 5.5) U,S,C,3729. a.Apprentices(1)Rate of pay.Apprentices will be permitted (7)Length of certified payroll retention.The contractor or to work at less than the predetermined rate for the work they subcontractor must preserve all certified payrolls during the perform when they are employed pursuant to and individually course of the work and for a period of 3 years after all the work registered in a bona fide apprenticeship program registered on the prime contract is completed. with the U.S.Department of Labor, Employment and Training Administration,Office of Apprenticeship(OA),or with a State c.Contracts,subcontracts,and related documents.The Apprenticeship Agency recognized by the OA.A person who is contractor or subcontractor must maintain this contract or not individually registered in the program,but who has been subcontract and related documents including,without certified by the OA or a State Apprenticeship Agency(where limitation,bids, proposals,amendments, modifications,and appropriate)to be eligible for probationary employment as an extensions.The contractor or subcontractor must preserve apprentice,will be permitted to work at less than the these contracts,subcontracts,and related documents during predetermined rate for the work they perform in the first 90 the course of the work and for a period of 3 years after all the days of probationary employment as an apprentice in such a work on the prime contract is completed. program.In the event the OA or a State Apprenticeship Agency recognized by the OA withdraws approval of an apprenticeship program,the contractor will no longer be d.Required disclosures and access(1)Required record permitted to use apprentices at less than the applicable disclosures and access to workers.The contractor or predetermined rate for the work performed until an acceptable subcontractor must make the records required under program is approved. paragraphs 3.a.through 3.c.of this section,and any other documents that the contracting agency,the State DOT,the (2)Fringe benefits.Apprentices must be paid fringe benefits FHWA,or the Department of Labor deems necessary to in accordance with the provisions of the apprenticeship determine compliance with the labor standards provisions of program.If the apprenticeship program does not specify fringe any of the applicable statutes referenced by§5.1,available for benefits,apprentices must be paid the full amount of fringe inspection,copying,or transcription by authorized benefits listed on the wage determination for the applicable representatives of the contracting agency,the State DOT,the classification.If the Administrator determines that a different FHWA,or the Department of Labor,and must permit such practice prevails for the applicable apprentice classification, representatives to interview workers during working hours on fringe benefits must be paid in accordance with that the job. determination. (2)Sanctions for non-compliance with records and worker (3)Apprenticeship ratio.The allowable ratio of apprentices to access requirements. If the contractor or subcontractor fails to journeyworkers on the job site in any craft classification must submit the required records or to make them available,or not be greater than the ratio permitted to the contractor as to refuses to permit worker interviews during working hours on the entire work force under the registered program or the ratio the job,the Federal agency may,after written notice to the contractor,sponsor,applicant,owner,or other entity,as the applicable to the locality y the project pursuant yr paragraph case may be,that maintains such records or that employs apprentice of this section.Any worker listed re a payroll at an such workers,take such action as may be necessary to cause apprentice wage rate,who is not registered or otherwise the suspension of any further payment,advance,or guarantee employed stated in paragraph 4.a. of this section, must of funds.Furthermore,failure to submit the required records be paid nott less than the applicable wage ge rate the wage upon request or to make such records available,or to permit determination for the classification of work actually performed. worker interviews during working hours on the job, may be In addition,any apprentice performing work the job site in excess of the ratio permitted under this section must be paid grounds for debarment action pursuant to§5.12.In addition, not less than the applicable wage rate on the wage any contractor or other person that fails to submit the required determination for the work actually performed. records or make those records available to WHD within the time WHD requests that the records be produced will be precluded from introducing as evidence in an administrative (4)Reciprocity of ratios and wage rates.Where a contractor proceeding under 29 CFR part 6 any of the required records is performing construction on a project in a locality other than that were not provided or made available to WHD.WHD will the locality in which its program is registered,the ratios and take into consideration a reasonable request from the wage rates(expressed in percentages of the journeyworker's contractor or person for an extension of the time for hourly rate)applicable within the locality in which the submission of records.WHD will determine the construction is being performed must be observed.If there is reasonableness of the request and may consider,among other no applicable ratio or wage rate for the locality of the project, things,the location of the records and the volume of the ratio and wage rate specified in the contractor's registered production. program must be observed. (3)Required information disclosures.Contractors and b.Equal employment opportunity.The use of apprentices subcontractors must maintain the full Social Security number and journeyworkers under this part must be in conformity with and last known address,telephone number,and email address 251 7 DocuSign Envelope ID:A9B407E7-2F58-4334-8FA3-CC46958AA53F the equal employment opportunity requirements of Executive b.No part of this contract shall be subcontracted to any Order 11246,as amended,and 29 CFR part 30. person or firm ineligible for award of a Government contract by virtue of 40 U.S.C.3144fb)or§5.12(a). c. Apprentices and Trainees(programs of the U.S.DOT). c.The penalty for making false statements is prescribed in Apprentices and trainees working under apprenticeship and the U.S.Code,Title 18 Crimes and Criminal Procedure, 18 skill training programs which have been certified by the U,S,C, 1001. Secretary of Transportation as promoting EEO in connection with Federal-aid highway construction programs are not 11.Anti-retaliation.It is unlawful for any person to discharge, subject to the requirements of paragraph 4 of this Section IV. demote,intimidate,threaten, restrain,coerce,blacklist,harass, 23 CFR 230.111(e)(2).The straight time hourly wage rates for or in any other manner discriminate against,or to cause any apprentices and trainees under such programs will be person to discharge,demote,intimidate,threaten,restrain, established by the particular programs.The ratio of coerce,blacklist, harass,or in any other manner discriminate apprentices and trainees to journeyworkers shall not be against,any worker or job applicant for: greater than permitted by the terms of the particular program. a.Notifying any contractor of any conduct which the worker 5.Compliance with Copeland Act requirements. The reasonably believes constitutes a violation of the DBA, Related contractor shall comply with the requirements of 29 CFR part Acts,this part,or 29 CFR part 1 or 3; 3,which are incorporated by reference in this contract as provided in 29 CFR 5.5. b.Filing any complaint, initiating or causing to be initiated any proceeding,or otherwise asserting or seeking to assert on 6.Subcontracts.The contractor or subcontractor must insert behalf of themselves or others any right or protection under the FHWA-1273 in any subcontracts,along with the applicable DBA,Related Acts,this part,or 29 CFR part 1 or 3; wage determination(s)and such other clauses or contract modifications as the contracting agency may by appropriate c.Cooperating in any investigation or other compliance instructions require,and a clause requiring the subcontractors action,or testifying in any proceeding under the DBA, Related to include these clauses and wage determination(s)in any Acts,this part,or 29 CFR part 1 or 3;or lower tier subcontracts.The prime contractor is responsible for the compliance by any subcontractor or lower tier subcontractor with all the contract clauses in this section.In d.Informing any other person about their rights under the the event of any violations of these clauses,the prime DBA,Related Acts,this part,or 29 CFR part 1 or 3. contractor and any subcontractor(s)responsible will be liable for any unpaid wages and monetary relief,including interest from the date of the underpayment or loss,due to any workers V. CONTRACT WORK HOURS AND SAFETY STANDARDS of lower-tier subcontractors,and may be subject to debarment, ACT as appropriate. 29 CFR 5.5. 7.Contract termination:debarment. A breach of the Pursuant to 29 CFR 5.5(b),the following clauses apply to any contract clauses in 29 CFR 5.5 may be grounds for termination Federal-aid construction contract in an amount in excess of of the contract,and for debarment as a contractor and a $100,000 and subject to the overtime provisions of the subcontractor as provided in 29 CFR 5.12. Contract Work Hours and Safety Standards Act.These clauses shall be inserted in addition to the clauses required by 29 CFR 5.5(a)or 29 CFR 4.6. As used in this paragraph,the 8.Compliance with Davis-Bacon and Related Act terms laborers and mechanics include watchpersons and requirements. All rulings and interpretations of the Davis- guards. Bacon and Related Acts contained in 29 CFR parts 1,3,and 5 are herein incorporated by reference in this contract as 1.Overtime requirements. No contractor or subcontractor provided in 29 CFR 5.5. contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall 9.Disputes concerning labor standards.As provided in 29 require or permit any such laborer or mechanic in any CFR 5.5,disputes arising out of the labor standards provisions workweek in which he or she is employed on such work to of this contract shall not be subject to the general disputes work in excess of forty hours in such workweek unless such clause of this contract.Such disputes shall be resolved in laborer or mechanic receives compensation at a rate not less accordance with the procedures of the Department of Labor than one and one-half times the basic rate of pay for all hours set forth in 29 CFR parts 5,6,and 7.Disputes within the worked in excess of forty hours in such workweek. 29 CFR meaning of this clause include disputes between the contractor 5.5. (or any of its subcontractors)and the contracting agency,the U.S.Department of Labor,or the employees or their 2.Violation; liability for unpaid wages;liquidated representatives. damages.In the event of any violation of the clause set forth in paragraph 1.of this section the contractor and any 10.Certification of eligibility.a.By entering into this contract, subcontractor responsible therefor shall be liable for the the contractor certifies that neither it nor any person or firm unpaid wages and interest from the date of the underpayment. who has an interest in the contractor's firm is a person or firm In addition,such contractor and subcontractor shall be liable to ineligible to be awarded Government contracts by virtue of 40 the United States(in the case of work done under contract for U,S,C,3144fb}or§5.12(a). the District of Columbia or a territory,to such District or to such territory),for liquidated damages.Such liquidated damages shall be computed with respect to each individual laborer or s 252 DocuSign Envelope ID:A9B407E7-2F58-4334-8FA3-CC46958AA53F mechanic,including watchpersons and guards,employed in event of any violations of these clauses,the prime contractor violation of the clause set forth in paragraph 1.of this section, and any subcontractor(s)responsible will be liable for any in the sum currently provided in 29 CFR 5.5(b)(2)"for each unpaid wages and monetary relief,including interest from the calendar day on which such individual was required or date of the underpayment or loss,due to any workers of lower- permitted to work in excess of the standard workweek of forty tier subcontractors,and associated liquidated damages and hours without payment of the overtime wages required by the may be subject to debarment,as appropriate. clause set forth in paragraph 1.of this section. 5.Anti-retaliation.It is unlawful for any person to discharge, $31 as of January 15,2023(See 88 FIR 88 FIR 2210)as may demote,intimidate,threaten, restrain,coerce,blacklist,harass, be adjusted annually by the Department of Labor, pursuant to or in any other manner discriminate against,or to cause any the Federal Civil Penalties Inflation Adjustment Act of 1990. person to discharge,demote,intimidate,threaten, restrain, coerce,blacklist, harass,or in any other manner discriminate 3.Withholding for unpaid wages and liquidated damages against,any worker or job applicant for: a. Withholding process.The FHWA or the contracting a.Notifying any contractor of any conduct which the worker agency may,upon its own action,or must,upon written reasonably believes constitutes a violation of the Contract request of an authorized representative of the Department of Work Hours and Safety Standards Act(CWHSSA)or its Labor,withhold or cause to be withheld from the contractor so implementing regulations in this part; much of the accrued payments or advances as may be considered necessary to satisfy the liabilities of the prime b.Filing any complaint, initiating or causing to be initiated contractor or any subcontractor for any unpaid wages, any proceeding,or otherwise asserting or seeking to assert on monetary relief, including interest;and liquidated damages behalf of themselves or others any right or protection under required by the clauses set forth in this section on this CWHSSA or this part, contract,any other Federal contract with the same prime contractor,or any other federally assisted contract subject to c.Cooperating in any investigation or other compliance the Contract Work Hours and Safety Standards Act that is held action,or testifying in any proceeding under CWHSSA or this by the same prime contractor(as defined in§5.2).The necessary funds may be withheld from the contractor under part;or this contract,any other Federal contract with the same prime contractor,or any other federally assisted contract that is d.Informing any other person about their rights under subject to the Contract Work Hours and Safety Standards Act CWHSSA or this part. and is held by the same prime contractor,regardless of whether the other contract was awarded or assisted by the same agency,and such funds may be used to satisfy the VI.SUBLETTING OR ASSIGNING THE CONTRACT contractor liability for which the funds were withheld. This provision is applicable to all Federal-aid construction b.Priority to withheld funds.The Department has priority to contracts on the National Highway System pursuant to 23 CFR funds withheld or to be withheld in accordance with Section IV 635.116. paragraph 2.a.or paragraph 3.a.of this section,or both,over claims to those funds by: 1.The contractor shall perform with its own organization contract work amounting to not less than 30 percent(or a (1)A contractor's surety(ies),including without limitation greater percentage if specified elsewhere in the contract)of performance bond sureties and payment bond sureties; the total original contract price,excluding any specialty items designated by the contracting agency. Specialty items may be performed by subcontract and the amount of any such (2)A contracting agency for its reprocurement costs; specialty items performed may be deducted from the total original contract price before computing the amount of work (3)A trustee(s)(either a court-appointed trustee or a U.S. required to be performed by the contractor's own organization trustee,or both)in bankruptcy of a contractor,or a contractor's (23 CFR 635.116). bankruptcy estate; a. The term"perform work with its own organization"in paragraph 1 of Section VI refers to workers employed or (4)A contractor's assignee(s); leased by the prime contractor,and equipment owned or rented by the prime contractor,with or without operators. (5)A contractor's successor(s);or Such term does not include employees or equipment of a subcontractor or lower tier subcontractor,agents of the prime contractor,or any other assignees. The term may include (6)A claim asserted under the Prompt Payment Act,31 payments for the costs of hiring leased employees from an U.S.C,3901-3907. employee leasing firm meeting all relevant Federal and State regulatory requirements. Leased employees may only be included in this term if the prime contractor meets all of the 4.Subcontracts.The contractor or subcontractor must insert following conditions:(based on longstanding interpretation) in any subcontracts the clauses set forth in paragraphs 1. through 5.of this section and a clause requiring the (1)the prime contractor maintains control over the subcontractors to include these clauses in any lower tier supervision of the day-to-day activities of the leased subcontracts.The prime contractor is responsible for employees; compliance by any subcontractor or lower tier subcontractor (2)the prime contractor remains responsible for the quality with the clauses set forth in paragraphs 1.through 5.In the of the work of the leased employees; 253 9 DocuSign Envelope ID:A9B407E7-2F58-4334-8FA3-CC46958AA53F (3)the prime contractor retains all power to accept or health standards(29 CFR Part 1926)promulgated by the exclude individual employees from work on the project;and Secretary of Labor, in accordance with Section 107 of the (4)the prime contractor remains ultimately responsible for Contract Work Hours and Safety Standards Act(40 U.S.C. the payment of predetermined minimum wages,the 3704). 29 CFR 1926.10. submission of payrolls,statements of compliance and all other Federal regulatory requirements. 3. Pursuant to 29 CFR 1926.3,it is a condition of this contract that the Secretary of Labor or authorized representative b."Specialty Items"shall be construed to be limited to work thereof,shall have right of entry to any site of contract that requires highly specialized knowledge,abilities,or performance to inspect or investigate the matter of compliance equipment not ordinarily available in the type of contracting with the construction safety and health standards and to carry organizations qualified and expected to bid or propose on the out the duties of the Secretary under Section 107 of the contract as a whole and in general are to be limited to minor Contract Work Hours and Safety Standards Act(40 U.S.C. components of the overall contract. 23 CFR 635.102. 3704). 2.Pursuant to 23 CFR 635.116(a),the contract amount upon which the requirements set forth in paragraph(1)of Section VI VIII.FALSE STATEMENTS CONCERNING HIGHWAY is computed includes the cost of material and manufactured PROJECTS products which are to be purchased or produced by the contractor under the contract provisions. This provision is applicable to all Federal-aid construction contracts and to all related subcontracts. 3.Pursuant to 23 CFR 635.116(c),the contractor shall furnish (a)a competent superintendent or supervisor who is employed In order to assure high quality and durable construction in by the firm, has full authority to direct performance of the work conformity with approved plans and specifications and a high in accordance with the contract requirements,and is in charge degree of reliability on statements and representations made of all construction operations(regardless of who performs the by engineers,contractors,suppliers,and workers on Federal- work)and(b)such other of its own organizational resources aid highway projects,it is essential that all persons concerned (supervision,management,and engineering services)as the with the project perform their functions as carefully,thoroughly, contracting officer determines is necessary to assure the and honestly as possible. Willful falsification,distortion,or performance of the contract. misrepresentation with respect to any facts related to the project is a violation of Federal law. To prevent any 4.No portion of the contract shall be sublet,assigned or misunderstanding regarding the seriousness of these and otherwise disposed of except with the written consent of the similar acts, Form FHWA-1022 shall be posted on each contracting officer,or authorized representative,and such Federal-aid highway project(23 CFR Part 635)in one or more consent when given shall not be construed to relieve the places where it is readily available to all persons concerned contractor of any responsibility for the fulfillment of the with the project: contract. Written consent will be given only after the contracting agency has assured that each subcontract is evidenced in writing and that it contains all pertinent provisions 18 U.S.C. 1020 reads as follows: and requirements of the prime contract.(based on long- standing interpretation of 23 CFR 635.116). "Whoever, being an officer,agent,or employee of the United States,or of any State or Territory,or whoever,whether a 5.The 30-percent self-performance requirement of paragraph person,association,firm,or corporation,knowingly makes any (1)is not applicable to design-build contracts; however, false statement,false representation,or false report as to the contracting agencies may establish their own self-performance character,quality,quantity,or cost of the material used or to requirements. 23 CFR 635.116(d). be used,or the quantity or quality of the work performed or to be performed,or the cost thereof in connection with the submission of plans, maps,specifications,contracts,or costs VII.SAFETY:ACCIDENT PREVENTION of construction on any highway or related project submitted for approval to the Secretary of Transportation;or This provision is applicable to all Federal-aid construction contracts and to all related subcontracts. Whoever knowingly makes any false statement,false representation,false report or false claim with respect to the 1. In the performance of this contract the contractor shall character,quality,quantity,or cost of any work performed or to comply with all applicable Federal,State,and local laws be performed,or materials furnished or to be furnished, in governing safety, health,and sanitation(23 CFR Part 635). connection with the construction of any highway or related The contractor shall provide all safeguards,safety devices and project approved by the Secretary of Transportation;or protective equipment and take any other needed actions as it determines,or as the contracting officer may determine,to be Whoever knowingly makes any false statement or false reasonably necessary to protect the life and health of representation as to material fact in any statement,certificate, employees on the job and the safety of the public and to or report submitted pursuant to provisions of the Federal-aid protect property in connection with the performance of the Roads Act approved July 11, 1916,(39 Stat.355),as work covered by the contract. 23 CFR 635.108. amended and supplemented; 2. It is a condition of this contract,and shall be made a Shall be fined under this title or imprisoned not more than 5 condition of each subcontract,which the contractor enters into years or both." pursuant to this contract,that the contractor and any subcontractor shall not permit any employee,in performance of the contract,to work in surroundings or under conditions which are unsanitary, hazardous or dangerous to his/her health or safety,as determined under construction safety and 10 254 DocuSign Envelope ID:A9B407E7-2F58-4334-8FA3-CC46958AA53F IX.IMPLEMENTATION OF CLEAN AIR ACT AND FEDERAL WATER POLLUTION CONTROL ACT(42 U.S.C.7606;2 e.The terms"covered transaction,""debarred," CFR 200.88; EO 11738) "suspended,""ineligible,""participant,""person,""principal," and"voluntarily excluded,"as used in this clause,are defined This provision is applicable to all Federal-aid construction in 2 CFR Parts 180,Subpart I, 180.900-180.1020,and 1200. contracts in excess of$150,000 and to all related "First Tier Covered Transactions"refers to any covered subcontracts. 48 CFR 2.101;2 CFR 200.327. transaction between a recipient or subrecipient of Federal funds and a participant(such as the prime or general contract). By submission of this bid/proposal or the execution of this "Lower Tier Covered Transactions"refers to any covered contract or subcontract,as appropriate,the bidder, proposer, transaction under a First Tier Covered Transaction(such as Federal-aid construction contractor,subcontractor,supplier,or subcontracts). "First Tier Participant"refers to the participant vendor agrees to comply with all applicable standards,orders who has entered into a covered transaction with a recipient or or regulations issued pursuant to the Clean Air Act(42 U.S.C. subrecipient of Federal funds(such as the prime or general 7401-7671q)and the Federal Water Pollution Control Act,as contractor). "Lower Tier Participant"refers any participant who amended(33 U.S.C. 1251-1387).Violations must be reported has entered into a covered transaction with a First Tier to the Federal Highway Administration and the Regional Office Participant or other Lower Tier Participants(such as of the Environmental Protection Agency. 2 CFR Part 200, subcontractors and suppliers). Appendix II. f.The prospective first tier participant agrees by submitting The contractor agrees to include or cause to be included the this proposal that,should the proposed covered transaction be requirements of this Section in every subcontract,and further entered into,it shall not knowingly enter into any lower tier agrees to take such action as the contracting agency may covered transaction with a person who is debarred, direct as a means of enforcing such requirements. 2 CFR suspended,declared ineligible,or voluntarily excluded from 200.327. participation in this covered transaction,unless authorized by the department or agency entering into this transaction. 2 CFR 180.330. X.CERTIFICATION REGARDING DEBARMENT, SUSPENSION,INELIGIBILITY AND VOLUNTARY g.The prospective first tier participant further agrees by EXCLUSION submitting this proposal that it will include the clause titled "Certification Regarding Debarment,Suspension, Ineligibility This provision is applicable to all Federal-aid construction and Voluntary Exclusion-Lower Tier Covered Transactions," contracts,design-build contracts,subcontracts, lower-tier provided by the department or contracting agency,entering subcontracts,purchase orders,lease agreements,consultant into this covered transaction,without modification, in all lower contracts or any other covered transaction requiring FHWA tier covered transactions and in all solicitations for lower tier approval or that is estimated to cost$25,000 or more— as covered transactions exceeding the$25,000 threshold. 2 CFR defined in 2 CFR Parts 180 and 1200. 2 CFR 180.220 and 180.220 and 180.300. 1200.220. h.A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered 1.Instructions for Certification—First Tier Participants: transaction that is not debarred,suspended,ineligible,or voluntarily excluded from the covered transaction, unless it a.By signing and submitting this proposal,the prospective knows that the certification is erroneous. 2 CFR 180.300; first tier participant is providing the certification set out below. 180.320,and 180.325. A participant is responsible for ensuring that its principals are not suspended,debarred,or b.The inability of a person to provide the certification set out otherwise ineligible to participate in covered transactions. 2 below will not necessarily result in denial of participation in this CFR 180.335. To verify the eligibility of its principals,as well covered transaction.The prospective first tier participant shall as the eligibility of any lower tier prospective participants,each submit an explanation of why it cannot provide the certification participant may,but is not required to,check the System for set out below.The certification or explanation will be Award Management website(https://www,sam,gov/). 2 CFR considered in connection with the department or agency's 180.300, 180.320,and 180.325. determination whether to enter into this transaction.However, failure of the prospective first tier participant to furnish a i. Nothing contained in the foregoing shall be construed to certification or an explanation shall disqualify such a person require the establishment of a system of records in order to from participation in this transaction. 2 CFR 180.320. render in good faith the certification required by this clause. The knowledge and information of the prospective participant c.The certification in this clause is a material representation is not required to exceed that which is normally possessed by of fact upon which reliance was placed when the contracting a prudent person in the ordinary course of business dealings. agency determined to enter into this transaction.If it is later determined that the prospective participant knowingly rendered j.Except for transactions authorized under paragraph(f)of an erroneous certification,in addition to other remedies these instructions, if a participant in a covered transaction available to the Federal Government,the contracting agency knowingly enters into a lower tier covered transaction with a may terminate this transaction for cause of default. 2 CFR person who is suspended,debarred,ineligible,or voluntarily 180.325. excluded from participation in this transaction,in addition to other remedies available to the Federal Government,the d.The prospective first tier participant shall provide department or agency may terminate this transaction for cause immediate written notice to the contracting agency to whom or default. 2 CFR 180.325. 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. 2 CFR 180.345 and 180.350. 255 11 DocuSign Envelope ID:A9B407E7-2F58-4334-8FA3-CC46958AA53F 2. Certification Regarding Debarment,Suspension, this transaction originated may pursue available remedies, Ineligibility and Voluntary Exclusion—First Tier including suspension and/or debarment. Participants: c.The prospective lower tier participant shall provide a. The prospective first tier participant certifies to the best of immediate written notice to the person to which this proposal is its knowledge and belief,that it and its principals: submitted if at any time the prospective lower tier participant learns that its certification was erroneous by reason of (1) Are not presently debarred,suspended, proposed for changed circumstances. 2 CFR 180.365. debarment,declared ineligible,or voluntarily excluded from participating in covered transactions by any Federal d.The terms"covered transaction,""debarred," department or agency,2 CFR 180.335;. "suspended,""ineligible,""participant,""person,""principal," and"voluntarily excluded,"as used in this clause,are defined (2) Have not within a three-year period preceding this in 2 CFR Parts 180,Subpart I, 180.900—180.1020,and 1200. proposal been convicted of or had a civil judgment rendered You may contact the person to which this proposal is against them for commission of fraud or a criminal offense in submitted for assistance in obtaining a copy of those connection with obtaining,attempting to obtain,or performing regulations. "First Tier Covered Transactions"refers to any a public(Federal,State,or local)transaction or contract under covered transaction between a recipient or subrecipient of a public transaction;violation of Federal or State antitrust Federal funds and a participant(such as the prime or general statutes or commission of embezzlement,theft,forgery, contract). "Lower Tier Covered Transactions"refers to any bribery,falsification or destruction of records,making false covered transaction under a First Tier Covered Transaction statements,or receiving stolen property,2 CFR 180.800; (such as subcontracts). "First Tier Participant'refers to the participant who has entered into a covered transaction with a (3) Are not presently indicted for or otherwise criminally or recipient or subrecipient of Federal funds(such as the prime or civilly charged by a governmental entity(Federal,State or general contractor). "Lower Tier Participant'refers any local)with commission of any of the offenses enumerated in participant who has entered into a covered transaction with a paragraph(a)(2)of this certification,2 CFR 180.700 and First Tier Participant or other Lower Tier Participants(such as 180.800,and subcontractors and suppliers). (4) Have not within a three-year period preceding this e.The prospective lower tier participant agrees by application/proposal had one or more public transactions submitting this proposal that,should the proposed covered (Federal,State or local)terminated for cause or default. 2 transaction be entered into,it shall not knowingly enter into CFR 180.335(d). any lower tier covered transaction with a person who is debarred,suspended,declared ineligible,or voluntarily (5)Are not a corporation that has been convicted of a felony excluded from participation in this covered transaction,unless violation under any Federal law within the two-year period authorized by the department or agency with which this preceding this proposal(USDOT Order 4200.6 implementing transaction originated. 2 CFR 1200.220 and 1200.332. appropriations act requirements);and f.The prospective lower tier participant further agrees by (6)Are not a corporation with any unpaid Federal tax liability submitting this proposal that it will include this clause titled that has been assessed,for which all judicial and "Certification Regarding Debarment,Suspension, Ineligibility administrative remedies have been exhausted,or have lapsed, and Voluntary Exclusion-Lower Tier Covered Transaction," and that is not being paid in a timely manner pursuant to an without modification, in all lower tier covered transactions and agreement with the authority responsible for collecting the tax in all solicitations for lower tier covered transactions exceeding liability(USDOT Order 4200.6 implementing appropriations act the$25,000 threshold. 2 CFR 180.220 and 1200.220. requirements). g.A participant in a covered transaction may rely upon a b. Where the prospective participant is unable to certify to certification of a prospective participant in a lower tier covered any of the statements in this certification,such prospective transaction that is not debarred,suspended,ineligible,or participant should attach an explanation to this proposal. 2 voluntarily excluded from the covered transaction, unless it CFR 180.335 and 180.340. 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 3.Instructions for Certification-Lower Tier Participants: the eligibility of any lower tier prospective participants,each participant may,but is not required to,check the System for (Applicable to all subcontracts,purchase orders,and other Award Management website(h!lp§://www.sam.gov/),which is lower tier transactions requiring prior FHWA approval or compiled by the General Services Administration. 2 CFR estimated to cost$25,000 or more-2 CFR Parts 180 and 180.300, 180.320, 180.330,and 180.335. 1200). 2 CFR 180.220 and 1200.220. h.Nothing contained in the foregoing shall be construed to a.By signing and submitting this proposal,the prospective require establishment of a system of records in order to render lower tier participant is providing the certification set out below. in good faith the certification required by this clause.The knowledge and information of participant is not required to b.The certification in this clause is a material representation exceed that which is normally possessed by a prudent person of fact upon which reliance was placed when this transaction in the ordinary course of business dealings. was entered into.If it is later determined that the prospective lower tier participant knowingly rendered an erroneous i.Except for transactions authorized under paragraph a of certification,in addition to other remedies available to the these instructions, if a participant in a covered transaction Federal Government,the department,or agency with which knowingly enters into a lower tier covered transaction with a person who is suspended,debarred,ineligible,or voluntarily 256 12 DocuSign Envelope ID:A9B407E7-2F58-4334-8FA3-CC46958AA53F excluded from participation in this transaction,in addition to cooperative agreement,the undersigned shall complete and other remedies available to the Federal Government,the submit Standard Form-LLL,"Disclosure Form to Report department or agency with which this transaction originated Lobbying,"in accordance with its instructions. may pursue available remedies,including suspension and/or debarment. 2 CFR 180.325. 2.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 31 4. Certification Regarding Debarment,Suspension, U.S.C. 1352. Any person who fails to file the required Ineligibility and Voluntary Exclusion—Lower Tier certification shall be subject to a civil penalty of not less than Participants: $10,000 and not more than$100,000 for each such failure. a.The prospective lower tier participant certifies,by 3.The prospective participant also agrees by submitting its submission of this proposal,that neither it nor its principals: bid or proposal that the participant shall require that the language of this certification be included in all lower tier (1)is presently debarred,suspended,proposed for subcontracts,which exceed$100,000 and that all such debarment,declared ineligible,or voluntarily excluded from recipients shall certify and disclose accordingly. participating in covered transactions by any Federal department or agency,2 CFR 180.355; XII. USE OF UNITED STATES-FLAG VESSELS: (2)is a corporation that has been convicted of a felony violation under any Federal law within the two-year period This provision is applicable to all Federal-aid construction preceding this proposal(USDOT Order 4200.6 implementing contracts,design-build contracts,subcontracts, lower-tier appropriations act requirements),and subcontracts,purchase orders,lease agreements,or any other covered transaction. 46 CFR Part 381. (3)is a corporation with any unpaid Federal tax liability that has been assessed,for which all judicial and administrative This requirement applies to material or equipment that is remedies have been exhausted,or have lapsed,and that is acquired for a specific Federal-aid highway project. 46 CFR not being paid in a timely manner pursuant to an agreement 381.7. It is not applicable to goods or materials that come into with the authority responsible for collecting the tax liability. inventories independent of an FHWA funded-contract. (USDOT Order 4200.6 implementing appropriations act requirements) When oceanic shipments(or shipments across the Great Lakes)are necessary for materials or equipment acquired for a b.Where the prospective lower tier participant is unable to specific Federal-aid construction project,the bidder,proposer, certify to any of the statements in this certification,such contractor,subcontractor,or vendor agrees: prospective participant should attach an explanation to this proposal. 1.To utilize privately owned United States-flag commercial vessels to ship at least 50 percent of the gross tonnage (computed separately for dry bulk carriers,dry cargo liners, and tankers)involved,whenever shipping any equipment, material,or commodities pursuant to this contract,to the XI.CERTIFICATION REGARDING USE OF CONTRACT extent such vessels are available at fair and reasonable rates FUNDS FOR LOBBYING for United States-flag commercial vessels. 46 CFR 381.7. This provision is applicable to all Federal-aid construction 2.To furnish within 20 days following the date of loading for contracts and to all related subcontracts which exceed shipments originating within the United States or within 30 $100,000. 49 CFR Part 20,App.A. working days following the date of loading for shipments originating outside the United States,a legible copy of a rated, 1.The prospective participant certifies,by signing and on-board'commercial ocean bill-of-lading in English for each submitting this bid or proposal,to the best of his or her shipment of cargo described in paragraph(b)(1)of this section knowledge and belief,that: to both the Contracting Officer(through the prime contractor in the case of subcontractor bills-of-lading)and to the Office of a.No Federal appropriated funds have been paid or will be Cargo and Commercial Sealift(MAR-620), Maritime paid,by or on behalf of the undersigned,to any person for Administration,Washington, DC 20590.(MARAD requires influencing or attempting to influence an officer or employee of copies of the ocean carrier's(master)bills of lading,certified any Federal agency,a Member of Congress,an officer or onboard,dated,with rates and charges.These bills of lading employee of Congress,or an employee of a Member of may contain business sensitive information and therefore may Congress in connection with the awarding of any Federal be submitted directly to MARAD by the Ocean Transportation contract,the making of any Federal grant,the making of any Intermediary on behalf of the contractor). 46 CFR 381.7. Federal loan,the entering into of any cooperative agreement, and the extension,continuation,renewal,amendment,or modification of any Federal contract,grant,loan,or cooperative agreement. b.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 257 13 DocuSign Envelope ID:A9B407E7-2F58-4334-8FA3-CC46958AA53F ATTACHMENT A-EMPLOYMENT AND MATERIALS PREFERENCE FOR APPALACHIAN DEVELOPMENT HIGHWAY SYSTEM OR APPALACHIAN LOCAL ACCESS ROAD CONTRACTS(23 CFR 633,Subpart B,Appendix B) This provision is applicable to all Federal-aid projects funded under the Appalachian Regional Development Act of 1965. 1.During the performance of this contract,the contractor undertaking to do work which is,or reasonably may be,done as on-site work,shall give preference to qualified persons who regularly reside in the labor area as designated by the DOL wherein the contract work is situated,or the subregion,or the Appalachian counties of the State wherein the contract work is situated,except: a.To the extent that qualified persons regularly residing in the area are not available. b.For the reasonable needs of the contractor to employ supervisory or specially experienced personnel necessary to assure an efficient execution of the contract work. c.For the obligation of the contractor to offer employment to present or former employees as the result of a lawful collective bargaining contract, provided that the number of nonresident persons employed under this subparagraph(1 c)shall not exceed 20 percent of the total number of employees employed by the contractor on the contract work,except as provided in subparagraph(4)below. 2.The contractor shall place a job order with the State Employment Service indicating(a)the classifications of the laborers, mechanics and other employees required to perform the contract work,(b)the number of employees required in each classification,(c)the date on which the participant estimates such employees will be required,and(d)any other pertinent information required by the State Employment Service to complete the job order form. The job order may be placed with the State Employment Service in writing or by telephone. If during the course of the contract work,the information submitted by the contractor in the original job order is substantially modified,the participant shall promptly notify the State Employment Service. 3.The contractor shall give full consideration to all qualified job applicants referred to him by the State Employment Service. The contractor is not required to grant employment to any job applicants who,in his opinion,are not qualified to perform the classification of work required. 4.If,within one week following the placing of a job order by the contractor with the State Employment Service,the State Employment Service is unable to refer any qualified job applicants to the contractor,or less than the number requested,the State Employment Service will forward a certificate to the contractor indicating the unavailability of applicants. Such certificate shall be made a part of the contractor's permanent project records. Upon receipt of this certificate,the contractor may employ persons who do not normally reside in the labor area to fill positions covered by the certificate, notwithstanding the provisions of subparagraph(1 c) above. 5. The provisions of 23 CFR 633.207(e)allow the contracting agency to provide a contractual preference for the use of mineral resource materials native to the Appalachian region. 6.The contractor shall include the provisions of Sections 1 through 4 of this Attachment A in every subcontract for work which is,or reasonably may be,done as on-site work. 258 14