HomeMy WebLinkAbout26-1284City of Denton
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AGENDA INFORMATION SHEET
DEPARTMENT: Development Services, Finance
ACM: Kenneth Hedges
DATE: August 18, 2026
SUBJECT
Consider adoption of an ordinance of the City of Denton, Texas authorizing the City Manager to execute
the Innovative Finance and Asset Concession (IFAC) grant program Cooperative Agreement with the U.S.
Department of Transportation (USDOT), to receive funding in the amount of One Million Dollars
($1,000,000.00) for the implementation of the Intelligent Transportation System (ITS) Master Plan, and
providing an effective date.
BACKGROUND
Transportation Services is aiming to implement the Intelligent Transportation Systems (ITS) Master Plan
for the City of Denton, is a comprehensive roadmap for planning, implementing, operating, and maintaining
Citywide Intelligent Transportation Systems, Smart Mobility, and ITS communications assets. The ITS
plan will enable the City of Denton to evolve its current system into one that meets the mobility, safety, and
quality of life needs of the city and addresses any future ITS needs in successive and phased planning
horizons. To execute this plan Transportation Services applied for the Innovative Finance and Asset
Concession (IFAC) Grant Program.
On June 15, 2026, USDOT awarded the City of Denton $ 1 million as reimbursement for implementing the
ITS Master Plan. The IFAC Agreement is an Agreement between the City of Denton and USDOT.
RECOMMENDATION
Staff recommends approval of the execution of the IFAC Agreement with USDOT.
PRIOR ACTION/REVIEW (Council, Boards, Commissions)
September 30, 2025- City Council approved ordinance 25-1639 authorizing the submission of the
application for the grant.
FISCAL INFORMATION
USDOT’s IFAC grant program awarded the City of Denton $ 1 million as reimbursement for implementing
the ITS Master Plan.
EXHIBITS
Exhibit 1 – Agenda Information Sheet
Exhibit 2 – IFAC Cooperative Agreement
Exhibit 3 – Draft Ordinance
Respectfully submitted:
Farhan Butt, Ph.D., P.E., M. ASCE
Director of Transportation Services
Prepared By:
Sahar Esfandyari, Ph.D., AICP
City Hall
215 E. McKinney Street
Denton, Texas
www.cityofdenton.com
Senior Transportation Planner
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Innovative Finance and Asset Concession Grant Program Cooperative
Agreement
Contents
COOPERATIVE AGREEMENT TERMS AND CONDITIONS...............................................................4
APPLICABLE AUTHORITIES..................................................................................................................4
ADDITIONAL AUTHORITIES .................................................................................................................4
SUBPART A. GENERAL PROVISIONS...................................................................................................4
Definitions ................................................................................................................................................5
Order of Precedence .................................................................................................................................5
Flow Down Requirement .........................................................................................................................5
Period of Performance..............................................................................................................................5
Contracting ...............................................................................................................................................5
Budget ......................................................................................................................................................5
Budget Period...........................................................................................................................................5
Cost Sharing or Matching Funds.............................................................................................................5
Direct Assistance.........................................................................................................................................6
Role of the Recipient ................................................................................................................................6
Role of DOT’s Grant Program Director (GPD) .......................................................................................8
Role of DOT’s Grant Program Manager (GPM).....................................................................................8
Role of DOT’s Grant Technical Advisor (GTA)......................................................................................8
Role of DOT’s Grant Management Specialist (GMS)..............................................................................8
Degree of DOT Involvement....................................................................................................................8
Monitoring and Reporting Requirements.................................................................................................9
Site Visits and Desk Review....................................................................................................................9
Unauthorized Promotion or Endorsement of Goods or Services ...........................................................10
Work Products........................................................................................................................................10
News Releases........................................................................................................................................11
Property Standards.................................................................................................................................11
Intangible Property.................................................................................................................................11
Computer Software................................................................................................................................11
Record Retention and Access to Records Monitoring...........................................................................11
Restrictions on Public Access to Records and Privacy Act...................................................................11
Performance Goals and Measurements..................................................................................................11
Basic Considerations ..............................................................................................................................12
Labor Rates............................................................................................................................................12
Indirect Costs.........................................................................................................................................13
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Pre-Award Costs ....................................................................................................................................13
Program Income.....................................................................................................................................13
Profit or Fee ...........................................................................................................................................13
Federal Payment.....................................................................................................................................13
Financial Management and Internal Controls........................................................................................14
Audit......................................................................................................................................................14
Transportation and Travel......................................................................................................................14
SUBPART C. MISCELLANEOUS PROVISIONS..................................................................................15
Federal Law and Public Policy Requirements.......................................................................................15
Prior Written Approvals .........................................................................................................................15
Key Personnel........................................................................................................................................15
Procurement...........................................................................................................................................15
Subawards..............................................................................................................................................16
In-Person Conferences, Trainings, and Other Events............................................................................16
System of Award Management and Unique Entity Identifier Requirements.........................................16
Remedies for Noncompliance................................................................................................................16
Objections, Hearings and Appeals.........................................................................................................16
Suspension of Agreement......................................................................................................................16
Termination of Agreement ....................................................................................................................17
Termination/Expiration of Agreement Procedures................................................................................17
Non-Discrimination...............................................................................................................................17
Closeout.................................................................................................................................................18
After-the-Award Requirements..............................................................................................................18
ATTACHMENT 1. U.S DEPARTMENT OF TRANSPORTATION CONTACT INFORMATION......20
ATTACHMENT 2. RECORD RETENTION............................................................................................21
ATTACHMENT 3. BILLING REQUIREMENTS ...................................................................................23
ATTACHMENT 4. U.S. DEPARTMENT OF TRANSPORTATION AND FEDERAL ASSURANCES
...................................................................................................................................................................26
Attachment 4.1.......................................................................................................................................26
Attachment 4.2.......................................................................................................................................31
Attachment 4.3.......................................................................................................................................34
Attachment 4.4.......................................................................................................................................36
Attachment 4.5.......................................................................................................................................38
Attachment 4.6.......................................................................................................................................41
ATTACHMENT 5. NON-DISCRIMINATION ASSURANCES............................................................42
APPENDIX A........................................................................................................................................45
APPENDIX B........................................................................................................................................47
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APPENDIX C........................................................................................................................................49
APPENDIX D........................................................................................................................................50
APPENDIX E........................................................................................................................................51
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COOPERATIVE AGREEMENT TERMS AND CONDITIONS
This Cooperative Agreement (Agreement) funds and sets out the terms and conditions (Provisions)
governing a collaborative effort between the Department of Transportation (DOT) and the
«Applicant_Name_Preferred» (Recipient) for project, «Project_Name».
This is a cost reimbursement Cooperative Agreement. The responsibility for conducting activities under
this Agreement lies primarily with the organization named in this Agreement (Recipient). DOT, through
its designated representatives, shall consult and coordinate in the conduct of the activities performed
during the period of this Agreement. By signing the signature page, the Recipient accepts the terms and
conditions, as stated.
APPLICABLE AUTHORITIES
Unless otherwise noted, this Agreement incorporates the provisions from DOT’s Notice of Funding
Opportunity (NOFO) for the Innovative Finance and Asset Concession Grant Program (IFACGP
or the Program) for the Fiscal Years 2024, 2025 and 2026, the Recipient’s federal assistance
application submitted in response to the NOFO, and the documents submitted to DOT to execute this
Agreement.
This Agreement requires the Recipient to comply with the applicable requirements of part 200 of Title
II of the Code of Federal Regulations (2 CFR part 200) and the DOT’s implementation of those
requirements at 2 CFR part 1201. Program Evaluation is encouraged for grant recipients and
subrecipients, however is not required.
ADDITIONAL AUTHORITIES
The authority for funding this Agreement incorporates Public Law No. 117-58, the Consolidated
Appropriations Act, 2022, Section 71001 of the Infrastructure Investment and Jobs Act (Pub. L. 117-58).
SUBPART A. GENERAL PROVISIONS
The purpose and scope of this Agreement is to facilitate and evaluate public-private partnerships
in which the private sector partner could assume a greater role in project planning, development,
financing, construction, maintenance, and operation, including by assisting eligible entities in
entering into Asset Concessions consistent with the Budget Details of the award and the eligible
activities and requirements outlined in the NOFO through technical assistance or expert services,
as amended by this Agreement. All activities, services, and products completed under this Agreement
must align with this general scope and purpose. The Recipient is expected to implement the project via a
proposal and quarterly reporting, which require collaboration with and approval by DOT’s Grant
Management Specialist (GMS) and DOT’s Grant Technical Advisor (GTA). Approved work products
are incorporated by reference in this Agreement. The award must not be used in the implementation of
any other matters not set forth in this Agreement, except as may be reasonably related or incidental to
the implementation of the purpose and scope of this Agreement.
Definitions
This Agreement applies and incorporates the same meaning of terms, defined directly, or incorporated by
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reference, in the NOFO and at 2 CFR 200.1, unless otherwise specified within the applicable and
additional authorities (above) or within these Provisions.
Order of Precedence
In the event of an inconsistency in the provision or execution of this Agreement, the following order of
precedence applies: (a) applicable Federal laws and regulations, (b) these Provisions, and (c) work
products approved by DOT.
Flow Down Requirement
The Recipient is legally and financially responsible for all aspects of the activities funded under this
Agreement, including funds provided to contractors (including consultants) and subrecipients as
referenced in 2 CFR 200.332. Further, as required by 2 CFR 200.327, in all applicable contracts, the
Recipient must include and require compliance with the provisions at Appendix II of 2 CFR part 200.
Period of Performance
The Period of Performance (POP) for this Agreement is included on the award document signature page.
Performance period extensions shall be made consistent with 2 CFR 200.308 and 2 CFR 200.309.
Contracting
Prior approval of all contracting services will be required in coordination with DOT’s Grant Program
Manager (GPM), along with final GPM approval. Procurements for and contracts with grantee-
contracted advisors procured for this award must comply with the requirements set forth in the 2 CFR
200 Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal
Awards; also refer to contractor determinations in 2 CFR 200.331.
Budget
DOT’s financial obligations to the Recipient will not exceed the amount of federal funding awarded to
date, as reflected on the signature page of this agreement. DOT is not liable for any costs the Recipient
incurs in anticipation of receiving additional funds from DOT or any costs the Recipient incurs in a
manner inconsistent with the terms of this Agreement.
Budget Period
The budget period for the award is 36 months in length beginning on the start date of the performance
period. The Recipient is authorized to expend funds awarded based on DOT-approved work products.
Requested budget period extensions for both the award and the work product must be made consistent
with 2 CFR 200.308.
Cost Sharing or Matching Funds
The maximum value of cooperative agreements is $2 million. Cooperative agreements of up to $1
million are offered at 100 percent federal share (no required non-federal match). Amounts in excess of
$1 million are offered at 50 percent federal share (50 percent required non-federal match). For example,
a cooperative agreement of $2 million in federal aid would be matched by $1 million of non-federal
funds, supporting a $3 million effort.
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Direct Assistance
If the Proposed Activities include direct assistance for an Asset Concession, the following conditions
apply:
(1) the Asset Concession shall not prohibit, discourage, or make it more difficult for a Recipient
to construct new infrastructure, to provide or expand transportation services, or to manage associated
infrastructure in publicly beneficial ways, along a transportation corridor or in the proximity of a
transportation facility that was a part of the Asset Concession;
(2) the Recipient shall have adopted binding rules to publish all major business terms of the
proposed Asset Concession not later than the date that is 30 days before entering into the Asset
Concession, to enable public review, including a certification of public interest based on the results of an
assessment under subparagraph (4);
(3) the Asset Concession shall not result in displacement, job loss, or wage reduction for the
existing workforce of the Recipient or other public entities;
(4) the Recipient or the concessionaire shall carry out a value-for-money analysis, or similar
assessment, to compare the aggregate costs and benefits to the Recipient of the Asset Concession against
alternative options to determine whether the Asset Concession generates additional public benefits and
serves the public interest;
(5) the full amount of any Asset Concession payment received by the Recipient under the Asset
Concession, less any amount paid for transaction costs relating to the Asset Concession, shall be used to
pay infrastructure costs of the Recipient; and
(6) the terms of the Asset Concession shall not result in any increase in costs under the asset
concession being shifted to taxpayers the annual household income of whom is less than $400,000 per
year, including through taxes, user fees, tolls, or any other measure, for use of an approved infrastructure
asset.
(7) Not later than three years after the date on which a Recipient enters into an Asset Concession
as a result of a grant under this section—
i. the Recipient shall hire an independent auditor to evaluate the performance of the
concessionaire based on the requirements described in subparagraphs (1) through (6); and
ii. the independent auditor shall submit to the Recipient, and make publicly available, a
report describing the results of the audit under subparagraph (i).
Role of the Recipient
The Recipient must:
(1) Comply with the terms and conditions of this Agreement;
(2) Collaborate with DOT staff in implementation and monitoring of the project, including
identifying specific metrics and deliverables within the first 90 days of Period of Performance;
(3) Comply with IFACGP deliverable table below:
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Deliverable Approximate Due
Date
Section 508
Compliant?
Kick-off Meeting
Conduct a kick-off meeting with USDOT at a mutually agreed-upon
location, date and time.
Within 4 weeks of
Period of Performance
Start Date
No
Reporting & Meeting
Submit semi-annual Performance Goals Progress report and
quarterly Federal Financial (SF-425) and Quarterly Narrative reports
to document activities performed, anticipated activities, progress
toward meeting performance goals and metrics, and any changes to
schedule or anticipated issues.
Quarterly meetings or as needed to discuss the quarterly report,
performance goals report, work plan updates, and project status will
be coordinated and scheduled by the Grant Program Manager.
For grants with asset scanning activities, provide asset information
including, but not limited to, asset description, current use, potential
zoning uses, objectives for the asset, any known environmental,
technical, or financial issues, and market analysis to be shared by
DOT with private entities for potential project analysis, business
plan development, and contact information to share proposals with
potential project sponsors.
Semi-annual reporting
is due 30 days after
the end of the Federal
Fiscal Year Q2 and
Q4. Quarterly
reporting is due 30
days after the end of
every Federal Fiscal
quarter.
Asset Information at
completion of asset
scan activities
Yes
Project Management Plan
The Recipient shall submit to USDOT’s GTA for approval a Project
Management Plan, which shall include, at a minimum:
a) A Statement of Work, with a description of Tasks and
Sub-Tasks by which the project work activities will be
organized, executed, and monitored;
b) A Project Schedule (Gantt Chart or equivalent) displaying
begin and end times for each Task and Sub-Task, plus
achievement of Project Milestones;
c)A Project Budget, displaying planned expenditures for each
Task, with a further breakdown by Cost Element for each
Task, and by the federal share vs. non-federal share, if
applicable.
d) A description of major Project Milestones, including key
Reports, start of operations of important systems or
subsystems, and other important deliverables or events;
e) A Risk Management Plan, which includes identification
and assessment and of all known risks, assignment of risk
roles and responsibilities, processes for monitoring and
controlling risks, and a risk registry;
Within 45 days of
Period of Performance
Start Date
No
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Closeout Report
Submit a closeout report to the Build America Bureau that describes
the findings and effectiveness of the program. The specific format
and contents of this report shall be discussed during the kickoff
meeting and approved by the Grant Program Manager (GPM),
Grants Technical Advisor (GTA), and Grant Management Specialist
(GMS).
Within 120 calendar
days after the
performance period or
termination of this
Agreement
Yes
Role of DOT’s Grant Program Director (GPD)
The GPD is the DOT official authorized to execute and/or administer this award. The GPD is identified
as the DOT official on the award document. The GPD is responsible for approving awards and
amendments that obligate or de-obligate funds, suspending and terminating awards, and performing
other responsibilities that are set forth in this Agreement.
Role of DOT’s Grant Program Manager (GPM)
The GPM is responsible for oversight of the Grant Management Team (GTA & GMS) activities to
include but not limited to, all financial and administrative aspects of the award and all business
management aspects of the award.
Role of DOT’s Grant Technical Advisor (GTA)
The GTA will have overall responsibility for monitoring the conduct and progress of the project,
including conducting site visits, and reviewing financial and performance reports with the Grant
Management Specialist (GMS) and other appropriate DOT staff. The GTA will provide substantial
input, in collaboration with both the Recipient and DOT subject matter experts, in the planning and
implementation of work products approved by the Grant Team. The GTA will provide written
recommendations to the Grant Team regarding work product approval and performance period
extensions. Also, the GTA will participate in the acceptance and publication of work products and
materials, to make them available to the public.
Role of DOT’s Grant Management Specialist (GMS)
The GMS is responsible for all financial and administrative aspects of the award. The GMS will also
assist the GTA in monitoring the conduct and progress of the project, including conducting site visits,
and reviewing financial and performance reports. Further, the GMS will ensure that the award is
operated in compliance with this Agreement. Questions concerning the applicability of regulations and
policies to this Agreement, and all requests for required prior approvals, such as requests for permission
to expend funds for certain items, should be directed to the GMS. Required approvals, including work
product approvals, must be provided in writing to the Grant Team to include: GPD, GPM, GTA, &
GMS. The GMS will be responsible for communicating the required approvals.
Degree of DOT Involvement
The DOT anticipates substantial Federal involvement with the Recipient during performance period of
this project. The anticipated Federal involvement will include:
Review of deliverables as defined by the proposal from the Recipient
Reviewing draft project documents and plans for approval and comment
Reviewing semi-annual performance reports and final reports from the Recipient
Convening quarterly meetings with the recipient to review project activities, schedule, and
progress toward the scope of work
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Identifying relevant federal technical assistance programs aligned with the IFACGP efforts to
share with grantee as additional funding, finance, and technical assistance opportunities.
Assigning federal agency staff to serve as liaisons with grantee.
Reviewing and approving changes in key personnel or scope changes
Oversight of ongoing compliance with applicable federal regulations
Budget oversight, including reviewing and reimbursing monthly invoices for incurred costs and
receiving notification when budgets are 50% and 90% expended.
Monitoring and Reporting Requirements
(1)Requirements. This Agreement incorporates the reporting requirements of 2 CFR 200.512
(Report submission), 2 CFR 200.328 (Financial reporting), 2 CFR 200.329 (Monitoring and
reporting program performance), and 2 CFR 200.330 (Reporting on real property).
Accordingly, the reporting frequencies are identified below. DOT may adjust these frequencies
to respond to award management deficiencies or to implement requirements of the applicable
authorities. Failure to comply with these reporting requirements is considered a material
noncompliance.
Reporting Requirements for Recipients Frequency
Project Management Reporting
Performance Report
Narrative Report
Financial Report (SF-425)
SA
Q
Q
Closeout Reporting
Final Performance Report
Final Property Report (SF-428 & SF-428B)
F
F
Other Reporting (where applicable)
Intellectual Property Report
Invention Report
Equipment/Property Report (SF-428)
Annual Financial Statement Audit (not the same as a Single Audit)
A
Y
Y
RA
A – Within a week after the event
F – Final; within 120 calendar days after the performance period or termination of this Agreement,
whichever is first.
Q – Quarterly; within the 30 days following the end of the Federal fiscal year quarters
SA – Semi-Annually; within the 30 days following the end of two Federal fiscal year quarters
Y – Yearly; within 90 calendar days after the end of the annual report period
RA - Within 30 calendar days after receipt of the auditor’s report(s), or nine months after the end
of the audit period.
(2)Performance reporting. The Recipient will include the requirements of the “Performance Goals
and Measurements” provision, of this Agreement, in its work products and track for inclusion in its
performance report for each work product.
(3)Submission to DOT. The Recipient must submit reports to both the GTA and GMS, in a
manner directed by DOT and provided guidance in Attachment 1.
(4)Restrictions. Reports submitted in non-DOT systems must not contain any Protected Personal
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Identifiable Information (PII), limited rights data (proprietary data), classified information,
information subject to export control classification, or other information not subject to release.
Site Visits and Desk Review
DOT may perform site visits and desk reviews, as per 2 CFR 200.329(f), to monitor project progress and
to ensure full accountability for Federal funds and compliance with this Agreement.
Unauthorized Promotion or Endorsement of Goods or Services
While receiving technical assistance, the Recipient or any of its personnel will not sell or promote its
own or any other products or services. Neither the Recipient nor its personnel may imply that DOT
endorses any product or service produced by non-DOT funding, nor use the name of DOT or any
division of DOT to sell any product or service. For funding jointly administered by DOT and another
Federal agency, the Recipient provides the same assurances to both agencies.
Work Products
(1)Sharing Work Products. The Recipient agrees to make available to the public the work
products produced under this Agreement. Work products include studies, plans, market
analyses, estimates, schedules, agreements, asset information, public outreach materials,
performance reports, audits and any other documents produced while effectuating the purpose
of this Agreement. Work products will be made publicly available in a manner and location
determined by DOT.
(2)Draft and Final Products. The GTA and GMS may review and will accept or deny draft and
final products. The Recipient must submit to the GTA and the GMS draft and final products
developed under this Agreement. DOT will determine the manner in which products are
submitted. Deliverables, quotations therefrom, paraphrasing, and disclosures of draft or interim
findings must not be published by the Recipient or other participants in the work without DOT
approval. In addition, except for open-source code, DOT reserves a royalty-free, nonexclusive,
and irrevocable right to reproduce, publish, or otherwise use the work products, in whole or in
part (including creating derivative works), for federal government purposes and to authorize
others to do so, DOT’s license applies to: (1) the copyright in any work developed under this
award, sub-award, or contract awarded under this cooperative agreement; and (2) any rights of
copyright to which the Recipient or its personnel, including contractors, purchases ownership
with award funds from this Agreement. In addition, DOT may make any work that was
developed under this Agreement publicly available by any means without restriction, including
on a DOT website, or social media account, as a hard copy, or in electronic form. DOT also
reserves the right, at its discretion, not to publish deliverables and other materials (e.g., reports,
publications, manuals, and training curricula) developed under this cooperative agreement as
DOT resources.
(3)Acknowledgment of Support. Products, including tools, publications, training materials, and
online resources (material), developed under this Agreement, may include the DOT’s logo,
provided the GMS has approved the products and provides written permission to use the DOT
logo. In addition, the Recipient must include the following acknowledgment and disclaimer on
all products unless another version is authorized:
“This material is based upon work supported, in whole or in part, by Federal award number
[insert award number] awarded to [name of Recipient] by the U.S. Department of
Transportation.”
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The substance and findings of the work are dedicated to the public. Neither the United States
Government nor any of its employees make any warranty, express or implied, or assumes any
legal liability or responsibility for the accuracy, completeness, or usefulness of any information,
apparatus, product, or process disclosed, or represents that its use would not infringe privately-
owned rights. Reference herein to any individuals, agencies, companies, products, process,
services, service by trade name, trademark, manufacturer, or otherwise does not constitute or
imply an endorsement, recommendation, or favoring by the author(s), contributor(s), the U.S.
Government, or any agency thereof. Opinions contained herein are those of the author(s) and
do not necessarily reflect the official position of, or a position that is endorsed by, DOT or any
Federal agency.
News Releases
All press releases or public issuances regarding the underlying Project made during the performance
period for this Agreement must be reviewed and approved by DOT before release.
Property Standards
The property standards at 2 CFR 200.310 through 200.316, as modified by 2 CFR 1201.313, apply to
this Agreement and set forth the requirements for insurance coverage, real property, equipment, supplies,
intangible property, and other property.
Intangible Property
(1) This Agreement incorporates the requirements of 2 CFR 200.315.
(2) DOT will not retain exclusive rights to technical data, software, and analytic code previously
developed by the Recipient or its personnel and used in the performance of work supported by
this award. Computer software and “open-source” code available to the public prior to the work
of this award may remain in the public domain.
Computer Software
(1) Software, especially computer software used for online products, must be commercially
available off-the-shelf.
(2) Requests for exceptions to computer software standards must be submitted in writing to DOT.
Record Retention and Access to Records Monitoring
This Agreement incorporates the requirements at:
200.334 Retention requirements for records.
200.335 Requests for transfer of records.
200.336 Methods for collection, transmission, and storage of information.
200.337 Access to records.
Restrictions on Public Access to Records and Privacy Act
This Agreement incorporates the requirements of 2 CFR 200.338. In the event of improper use or
disclosure of protected personally identifiable information, the Recipient agrees to immediately report
the incident to the GMS.
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Performance Goals and Measurements
To implement 2 CFR 200.301, 2 CFR 200.329, and the applicable authorities, in collaboration with the
responsible DOT parties to this Agreement, the Recipient must develop a specific performance plan
based on DOT-provided performance measures. The Recipient’s performance plan must track progress
and report on the effectiveness of each deliverable. The Recipient must propose, track and report
project accomplishments against the following performance measures:
Goal Metric
Goal 1: Provide benefits to
the community through
transportation projects.
Increase collaboration with the private sector
during project planning
Goal 2: Increase grant
recipient’s capacity,
knowledge, and skills to
execute transportation
projects.
Hire staff and/or procure consultants to serve
as advisors within six months of the project’s
performance period start date
Goal 3: Engage, educate,
and listen to the community
throughout the project
planning process.
Conduct at minimum one stakeholder outreach
initiative
Create a best practices document based on
learnings from the project
Goal 4: Advance the
transformational project(s)
closer to delivery.
Complete all planned asset analyses for all
existing assets
Provide an implementation plan or next steps
for each asset at the conclusion of the project
SUBPART B. FINANCIAL PROVISIONS
Basic Considerations
This Agreement, including the work products, incorporates the basic cost principles of 2 CFR part 200:
200.402 Composition of costs.
200.403 Factors affecting allowability of costs.
200.404 Reasonable costs.
200.405 Allocable costs.
200.406 Applicable credits.
200.407 Prior written approval (prior approval).
200.408 Limitation on allowance of costs.
200.409 Special considerations.
200.410 Collection of unallowable costs.
200.411 Adjustment of previously negotiated indirect (F&A) cost rates containing
unallowable costs.
Failure to provide adequate supporting documentation may result in a determination by DOT that those
costs are unallowable.
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Labor Rates
This Agreement incorporates the labor rate submitted in the recipient’s cost estimate. These rates are
used for the purposes of determining reasonableness of direct labor costs, in accordance with 2 CFR part
200, including 2 CFR 200.404. All direct labor costs charged to this award require DOT approval,
unless otherwise authorized by the GMS.
Indirect Costs
(1) This Agreement incorporates the requirements of 2 CFR 200.414 and the NOFO.
(2) If indirect costs are included in the budget, the Recipient must include documentation to support
the indirect cost rate it is using. The Recipient is only entitled to reimbursement of indirect
costs. The Recipient may use a current Federally-approved and negotiated indirect cost rate
agreement with DOT concurrence. If the Recipient does not have a negotiated indirect cost rate
agreement, it must submit its first indirect cost rate proposal to its cognizant federal agency for
review and approval. The Recipient may elect to use, if eligible, up to 15 percent de minimis
rate per 2 CFR 200.414(f).
(3) If the Recipient is seeking reimbursement of indirect costs, the Recipient is responsible for
maintaining an approved rate for the life of the award. The Recipient is required to reconcile the
difference between its provisional indirect cost rate and final rate for the same year. The
Recipient is not entitled to more than the unspent award amount, for underpayments.
Pre-Award Costs
The Recipient will incur pre-award costs at its own risk, after the date of the DOT selection announcement
and prior to the start date of the award performance period.
The incurrence of pre-award costs in anticipation of an award imposes no obligation on DOT either to
make the award or to increase the amount of the approved budget, if the award is made for less than the
amount anticipated and is inadequate to cover the pre-award costs incurred.
Program Income
Pursuant to 2 CFR 200.307(a), any program income earned during the award period, as a result of award
activities, must be added to the funds committed to the award and used to further eligible activities
supported by this Agreement. Program income earned after the award must be returned to the Federal
government. Before using program income, any affected work product shall be revised and approved by
DOT to include the use of program income.
Profit or Fee
No increment (fee or profit) above cost may be paid to the Recipient or subrecipient under this award,
except as otherwise expressly provided by law. The term “subrecipient” does not include the Recipient’s
procurement of goods and services, such as maintenance contracts for equipment or facilities, contracts
for communication services, etc.
Federal Payment
(1)Payment Method. Payment by reimbursement is the only payment method under this
Agreement. This Agreement incorporates the payment requirements of 2 CFR 200.305. The
Debt Collection Improvement Act of 1996 requires payment be made by electronic funds
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transfer. Electronic transfer shall be made from DOT’s Delphi system to the Recipient’s bank
account on file with DOT. DOT will reimburse labor and direct costs incurred by the Recipient,
including subcontractors. See attachment 3 for billing requirements.
(2)Labor and Direct Costs. DOT will reimburse labor and direct costs incurred by the
Recipient, including subcontractors. Recipient should maintain a system for recording all
project costs. Invoices may be transmitted to DOT monthly.
(3)Reimbursement Limitation. DOT financial obligations to the Recipient are limited by the
amount of federal funding awarded to date as reflected on the award document. If the Recipient
incurs costs in anticipation of receiving additional funds from DOT, it does so at its own risk.
(4)Timing of Submittals. Invoices should be transmitted to DOT monthly with a completed
SF270, all corresponding invoices, and timesheets.
(5)Payment approval. Consistent with 2 CFR 200.305(b)(3), DOT will determine approval of
payment requests submitted through Delphi as soon as practical, but not later than 30 days after
the Recipient’s request is received, unless the billing is improper, or an extenuating circumstance
requires additional DOT time to approve a payment request.
(6)Unauthorized Drawdown of Federal Funds. The Recipient must immediately refund DOT
any amounts drawn down in excess of the authorized amounts. The Recipient and subrecipients
shall promptly, but at least quarterly, remit to DOT interest earned on advances drawn in excess
of disbursement needs and shall comply with the procedure for remitting interest earned to the
Federal government per 2 CFR 200.305, as applicable. The GPD, in collaboration with the
Technical Assistance Division, will determine the appropriate refund method.
Financial Management and Internal Controls
This Agreement incorporates the financial management systems requirements in 2 CFR 200.302, and
internal controls set forth in 2 CFR 200.303.
Audit
(1)Single or Program-Specific Audits. This Agreement incorporates the audit requirements of
2 CFR 200.501, 2 CFR 200.514 and 2 CFR 200.507.
DOT may require the Recipient to complete a Program-Specific Audit in accordance with 2
CFR 200.507. Audits must be guided by Appendix XI of 2 CFR part 200.
(2)Financial Statement Audit Required. DOT may require the Recipient to have an annual
financial statement audit conducted in accordance with Generally Accepted Government
Auditing Standards (GAGAS).
(3) Audits must be submitted in a manner either described at 2 CFR 200 Subpart F or reference
in this Agreement, within 30 calendar days after receipt of the auditor’s report(s), or nine
months after the end of the audit period. This requirement applies to all Recipients,
including commercial and not-for-profit organizations.
(4) Failure to comply with these audit requirements is considered material noncompliance.
(5) DOT will reimburse the Recipient for eligible costs associated with audits allowed by
this Agreement as indicated within the Recipient’s award budget.
15
Transportation and Travel
This Agreement incorporates the requirements of 2 CFR 200.475. All travel activities require prior
approval from the GMS, as per 2 CFR 200.407.
SUBPART C. MISCELLANEOUS PROVISIONS
Federal Law and Public Policy Requirements
(1) The Recipient shall ensure that Federal funding is expended in full accordance with the United
States Constitution, Federal law, and statutory and public policy requirements: including but
not limited to, those protecting free speech, religious liberty, public welfare, the environment,
and prohibiting discrimination.
(2) The Recipient hereby agrees that, as a condition of receiving any Federal financial assistance
under this agreement, it will certify that it will comply with the assurances listed in Attachment
4 of this agreement. The Recipient must sign each of the assurances located in Attachment 4.
The assurances attached cover the following:
Certification regarding debarment, suspension, and other responsibility matters
Requirements regarding delinquent tax liability or a felony conviction under any
federal law
Recipient policy to ban text messaging while driving - DOT Order 3902.10
Certification regarding drug-free work-place requirements
Compliance with the Trafficking Victims Protection Act (TVPA) of 2000 and
implementing regulations in 2 CFR 175
Lobbying and 49 CFR 20
Prior Written Approvals
The Agreement incorporates and applies the prior approval requirements of 2 CFR 200.407 to the entire
project, including changes to the award and the associated work product. The Recipient must comply
with 2 CFR 200.407 before incurring certain costs under the award, including costs incurred pursuant to
a work plan.
Key Personnel
Definition. “Personnel” means employees of the Recipient, or any contractor(s), or team members, and
consultants engaged by any of those entities.
The key personnel specified in the Recipient’s application are considered essential to the work being
performed under this Agreement. Any change to the key personnel assigned to a work product or
included in the Recipient’s application is considered a revision of program plans and requires
compliance with 2 CFR 200.407 and advance written notice to and approval by the GPM. The notice
must include a revised application along with a justification (including proposed substitutions) in
sufficient detail to permit evaluation of the impact on the award or work product.
Procurement
The Recipient’s process for acquiring goods and services under this award must comply with 2 CFR
16
200.317 through 200.327, as modified by 2 CFR 1201.317. Agreements executed by the Recipient must
comply with this Agreement, as applicable, and include the contract provisions set forth in Appendix II
to 2 CFR part 200, as applicable to the contract. The recipient will need to submit specific procurement
documents for review prior to the entering into agreements with contractors and consultants. The
documents include but are not limited to solicitations, specifications, contract agreements and any other
document requested by DOT.
Subawards
The use of sub-awards is subject to the specific written, prior approval of DOT. Any subaward made by
a Recipient must comply with the requirements in 2 CFR 200.331- 200.333. When making subawards,
the Recipient must comply with the reporting requirements of 2 CFR 170. This requirement provides
guidelines for reporting of information on subawards and executive total compensation, as required by
the Federal Funding Accountability and Transparency Act of 2006.
In-Person Conferences, Trainings, and Other Events
This Agreement incorporates the requirements of 2 CFR 200.432, including the regulations referenced in
the same section, and the related DOT standards.
System of Award Management and Unique Entity Identifier Requirements
This Agreement incorporates the requirements of 2 CFR part 25, including Appendix A to part 25,
which includes the requirement for the Recipient to maintain an active registration in the System of
Award Management (www.sam.gov). An active SAM registration with the unique entity identifier (UEI)
is required until the Recipient submits its final financial report or receives the final payment under this
Agreement, whichever is later. The Recipient may not make a subaward to any entity that has not
provided its unique entity identifier number.
Remedies for Noncompliance
This Agreement incorporates the remedies for noncompliance included at:
200.339 Remedies for noncompliance.
200.340 Termination.
200.341 Notification of termination requirement.
200.342 Opportunities to object, hearings and appeals.
200.343 Effects of suspension and termination.
Objections, Hearings and Appeals
The Recipient may object to any remedy for noncompliance as outlined in 2 CFR 200.342, the Recipient
may submit written objections or appeals to DOT via email, within 60 days of an initial DOT decision.
A decision from the GPD or the appropriate DOT senior executive official shall be the final decision of
DOT.
Suspension of Agreement
DOT may suspend this Cooperative Agreement by giving written notice of this suspension to
«Applicant_Name_Preferred», instructing the Recipient not to incur additional obligations, or disburse
funds, pending the Recipient's action to correct violations of the terms and conditions of this
Cooperative Agreement.
17
Failure by «Applicant_Name_Preferred» to take the corrective actions specified in the Notice of
Suspension within thirty (30) days of receipt of said notice may result in termination of this Cooperative
Agreement.
Termination of Agreement
Consistent with 2 CFR 200.340, DOT may terminate this agreement and all of its obligations under this
agreement if any of the following occurs:
(1)(a) The Recipient fails to obtain or provide any Recipient matching funds as required
by the agreement;
(b) A completion date for the Project or a component of the Project is listed in
the agreement and the Recipient fails to meet that milestone by six months after
the date listed in the agreement;
(c) The Recipient fails to comply with the terms and conditions of this
agreement, including a material failure to comply with the Project Schedule even
if it is beyond the reasonable control of the Recipient;
(d) Circumstances cause changes to the Project that DOT determines are
inconsistent with DOT’s basis for selecting the Project to receive an award; or
(e) DOT determines that termination of this agreement is in the public interest.
(2) In terminating this agreement under this section, DOT may elect to consider only the
interests of DOT.
(3) The Recipient may request that DOT terminate the agreement under this section.
Termination/Expiration of Agreement Procedures
DOT may provide additional time and/or resources to closeout upon expiration or termination of this
Cooperative Agreement. The Recipient must provide DOT a written report detailing all open business
within five (5) days of expiration or termination of this Cooperative Agreement.
Non-Discrimination
The Recipient hereby agrees that, as a condition of receiving any Federal financial assistance under this
agreement, it will comply with Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 U.S.C. 2000d)
and implementing regulations (49 CFR part 21, including any amendments thereto), related
nondiscrimination statutes (i.e., 23 U.S.C. 324, Section 504 of the Rehabilitation Act of 1973 as
amended, and the Age Discrimination Act of 1975), and applicable regulatory requirements to the end
that no person in the United States shall, on the grounds of race, color, national origin, sex, handicap, or
age be excluded from participation in, be denied the benefits of, or otherwise be subjected to
discrimination under any program or activity for which the Recipient receives Federal financial
assistance.
The specific requirements of the Department of Transportation Civil Rights assurances (required by 49
CFR 21.7 and 27.9) are incorporated in the agreement and are in located in Attachment 5. The
assurances in Attachment 4 must be executed and signed by the Recipient with a separate signature in
18
addition to the Recipient’s signature for this agreement.
Closeout
This Agreement incorporates the requirements of 2 CFR 200.344. DOT will initiate the administrative
closeout of the cooperative agreement after receiving evidence that all technical work and administrative
requirements have been completed. The Recipient shall furnish all required documents in support of the
closeout of the cooperative agreement within the timeframes requested by the Government. The
anticipated timeframe to complete administrative closeout of the cooperative agreement will not exceed
six (6) months.
After-the-Award Requirements
This Agreement incorporates the requirements of 2 CFR 200.345 and 2 CFR 200.346 for post-closeout
adjustments and the collection of amounts due.
19
ENTIRE AGREEMENT
This document embodies the entire Agreement between the «Applicant_Name_Preferred» and the
DOT. This Cooperative Agreement may be amended, altered, or any of its provisions waived only in
writing and signed by both parties. The agreement will become effective when all parties have signed.
The effective date of this agreement will be the date this agreement is signed by the last party.
PARTIES EXECUTING THIS COOPERATIVE AGREEMENT
Federal Award and Obligation Amount: «Federal_Award_Amount»
Non-Federal Match Amount: «Match_Amount»
Period of Performance: «Performance_Start_Date» - «Performance_End_Date»
This Cooperative Agreement is entered on this day __________ of ______by the United States
Department of Transportation, Build America Bureau, District of Columbia.
By: _____________________________________
Morteza Farajian, Executive Director
Build America Bureau
U.S. Department of Transportation
This Cooperative Agreement is entered by «Applicant_Name_Preferred».
By: _____________________________________ Date: ______________
(Signature) (month/day/year)
____________________________________
(Print Name)
Title: _____________________________________
20
ATTACHMENT 1. U.S DEPARTMENT OF TRANSPORTATION CONTACT
INFORMATION
All responses to provisions of this Agreement, which require communication with DOT, should be sent
using the contact information below.
E-mail: InnovativeFinanceTA@dot.gov
For regular and overnight delivery:
Innovative Finance and Asset Concession Grant Program
Build America Bureau
Department of Transportation
1200 New Jersey Ave SE
Washington, DC 20590
21
ATTACHMENT 2. RECORD RETENTION
Financial Records Financial Status Reports
Final Financial Status Report
Requests for Reimbursements
Copies of Audits (federal and private)
Copies of Audit Responses
Copies of all tax reports filled with the IRS, state, and local governments
Deposits and Receipts
Monthly Bank Statements and Reconciliations
Written Procedures for Spending Funds
All Contracts:
Contracts with Other Groups
Consultant Contracts
Insurance Policies
Service/Maintenance Contracts
Sole Source Contract Justifications
Construction Contracts
Bid Documents
Performance Bonds
Indirect Cost Documentation
Chart of Accounts
Ledgers
Cash Disbursement Journals
Payroll Register for Each Employee
Supporting Documentation for All Expenditures:
Purchase Orders
Vouchers
Receipts
Petty Cash Vouchers
Deposit Receipt for Petty Cash Reconciliation
Travel Reimbursement (with receipts where applicable)
Time and Attendance Records
Price Quotations
Equipment Inventory Listing
Nonprofit Parent or Sponsoring Organization Records
Articles of Incorporation
Corporate Charter with a Nonprofit Status
Constitution and By-laws
Federal Charitable Organization Designation (501(c)(3))
FICA Waiver of Exemption
List of Board Members
Monthly/Quarter/Annual Reports (whichever is applicable)
Minutes of Board Meetings
All Pertinent Correspondence Related to Work Under Award
Copy of Written Personnel Policies
22
Project Records
Approved Work Products
Approved Budget Narratives
Grant Award Notice
Special Conditions
Program Modification Requests
Budget Modification Requests
Award Adjustment Notices
Copies of Required Quarterly Reports (Narrative and Financial)
Copy of Close-out Documents (Narrative and Financial)
Pertinent Correspondence Related to This Award (incoming and outgoing)
Lists of Work Force/Advisory/Community Organization Meetings Related to the Performance of Work
under the Award
Evaluations Conducted as Required by the Award
Letters of Appreciation
Personnel Folders:
Resumes
Letters of Employment
Documentation of Pay Raises
Nondisclosure Agreement(s)
23
ATTACHMENT 3. BILLING REQUIREMENTS
Not more than ninety (90) days following service delivery related to each DOT-approved work products, the
Recipient of this Agreement is required to submit payment requests for allowable costs incurred.
Payment requested must be submitted to DOT at a frequency that is not less than once every Federal
fiscal year quarter. Payment requests that are not submitted timely must include a justification for the
delayed submission. Payment requests for actual costs incurred must comply with the allowable cost
standards of this Agreement.
All payment requests from the Recipient must be submitted to DOT and approved by DOT using the Delphi
eInvoicing system.
(1) Documentation submitted with payment requests. The following documentation must accompany
any requests for payment of eligible technical assistance services provided:
(a) The voucher number, cooperative agreement award number, funding source, and work
product plan number or name. A single voucher must include costs for work product under the
same award; a voucher must not include work product associated with different awards.
(b) Total amount of the payment request for the voucher, the bill period, and amount by work product.
(c) The following certification statement: “I certify that the data contained in this document, as well
as any information provided in the accompanying voucher, are true, correct, actual, and that all
outlays were made in accordance with the cooperative agreement conditions and applicable
Regulations. I also certify that all contractors and/or consultants have certified to the same
certification statements, and the certifications on file for future inspection and audit.”
(d) Program-specific documentation of actual costs, including reports from the Recipient’s financial
management system, which must be supported by the documents in the Recipient’s program files. Unless
exempted by 2 CFR, the Recipient must generate reports from its financial management system
supporting and documenting salaries, wages, travel, and all other payments for each employee, contractor
personnel, and consultant that conducted work under the subject voucher. The report(s) supporting
payment requests must include:
i. The cooperative agreement award number, funding source, and work product number or name.
ii. Dates of the activities/actual costs by work product.
iii. The name and position/title of each employee, contractor personnel, and consultant by work
product; dates with applicable hours worked; the compensation rate attributable to the
employee, contractor personnel and consultant; and travel costs by each employee, contractor
personnel, and consultant. Do not include individuals, such as senior management or other
staff, whose costs are included in the indirect cost rate calculation.
iv. Actual activity, not estimates of activity, of each employee, contractor personnel and
consultant.
v. The federally-approved indirect cost rate used, and the total indirect costs.
vi. If applicable, the approved G&A rate used, and the total G&A rate costs.
vii. A cumulative amount of funds expended by work product and by the award.
viii. A cover page with the voucher number, cooperative agreement award number, funding
source, current and historic cumulative totals by work product number and by award.
24
(2) File documentation. In addition to the applicable record retention items included in
Attachment 2 or elsewhere in this Agreement, the Recipient must maintain, at a minimum, the
following documentation in its files and the documentation must be available for DOT review during
an on-site monitoring visit, for submission when the Grants Team or GPD request particular
documentation for remote monitoring purposes, and for submission when the GTA, GMS or GPD
request particular documentation to assess payment requests from the Recipient:
(a) Documentation to support salary costs, such as timesheets signed by the responsible
supervisory official having knowledge of the activities performed by the employee and by the
employee, or an electronic equivalent. In signing, the supervisor and employee would be verifying
that the technical assistance activities were performed and that the report is true and accurate.
(b) For direct costs, invoices/receipts to support the charge for the costs and a certification for
these costs. Documentation or an electronic equivalent signed by the employee who incurred the
costs indicating the expense was incurred pursuant to the subject technical assistance activities.
(c) Copies of invoices submitted by the contractor/consultant along with the contract. The
invoices should include the dates of services, the hours worked attributable to the services, the rate of
compensation, the nature of the services provided, an itemized list of other costs, if any, the office
for which the services were performed, and the total billed amount.
(d) For contractor costs, a certification signed by the contractor who incurred the costs indicating
the expense was incurred pursuant to the subject technical assistance activities.
(e) Employees’ and contractors’ work products and related documents, such as trip
reports, minutes/notes of meetings, and collateral reports.
Delphi elnvoicing System for DOT Financial Assistance Awardees: Subject to the requirements
in 2 CFR 200, payments will be made after receipt of required modal reporting forms. Each
payment request must be made electronically via the Delphi elnvoicing System.
The following are the procedures for accessing and utilizing the Delphi elnvoicing System:
I. Recipient Requirements
a. Recipients (organization participating in Cooperative Agreement) must have internet
access to register and submit payment requests through the Delphi invoicing system.
b. Recipients must submit payment requests electronically and DOT Operating
Administrations must process payment requests electronically.
c. Recipients must submit at a minimum the required forms (SF270) and supporting
documentation (receipts, itineraries, travel documentation, and event agendas) and
obtain approval by the GMS prior to uploading invoices into the Delphi system for
payment.
d. All invoices must be uploaded into the Delphi system electronically by the 10
th of each
month if the Recipient would like to be reimbursed within the same month.
25
e. All eligible expenses must be submitted to DOT within 60 days of being incurred to
receive reimbursement, unless otherwise authorized by DOT. Failure to submit eligible
expenses for reimbursement within 60 days may result in the disapproval of the
expense reimbursement request.
f. All invoices that have been submitted, approved, and paid will not be adjusted or
recalculated by DOT staff to reimburse for miscalculated rates provided by
«Applicant_Name_Preferred».
g. It is the responsibility of the Recipient to provide, calculate and invoice correctly for all
internal staff salaries. Changes or adjustments will not be made once final invoices
have been submitted by the recipient and paid by DOT.
h. The Recipient shall follow the invoice/payment process for the close out of the
cooperative agreement with DOT.
i. The Recipient shall not submit request for payment for any costs accrued outside the
agreement timeframe of Period of Performance.
II. System User Requirements
a. DOT will provide the Recipient's name and email address to the DOT Financial
Management Office. The DOT will then invite the Recipient to sign up for the system.
b. DOT will send the Recipient a form to verify the Recipient's identity. The Recipient
must complete the form and present it to a Notary Public for verification.
c. The Recipient will return the notarized form to:
DOT Enterprise Services Center
FAA Accounts Payable, AMZ-100
PO Box 25710
Oklahoma City, OK 73125
III. The DOT will validate the form and email a user ID and password to the Recipient.
Recipients should contact the Operating Administration's grants office with any changes to
their system information.
Note: Additional information, including access forms and training materials, can be found on the
DOT eInvoicing website (http: www.dot.gov/cfo/delphi-einvoicing-system.html)
26
ATTACHMENT 4. U.S. DEPARTMENT OF TRANSPORTATION AND FEDERAL
ASSURANCES
Attachment 4.1
CERTIFICATION REGARDING DEBARMENT
SUSPENSION, AND OTHER RESPONSIBILITY MATTERS -- PRIMARY COVERED TRANSACTIONS
2 CFR Parts 180 and 1200
These assurances and certifications are applicable to all Federal-aid construction contracts, design-
build contracts, subcontracts, lower-tier subcontracts, purchase orders, lease agreements, consultant
contracts or any other covered transaction requiring DOT approval or that is estimated to cost
$25,000 or more – as defined in 2 CFR Parts 180 and 1200.
By signing and submitting the Technical Application and by entering into this agreement under the
FYs 2022, 2023, and 2024 Innovative Finance and Asset Concession Grant Program, the Recipient is
providing the assurances and certifications for First Tier Participants and Lower Tier Participants in
the FYs 2022, 2023, and 2024 Innovative Finance and Asset Concession Grant Program, as set out
below.
1. Instructions for Certification – First Tier Participants:
a. The prospective first tier participant is providing the certification set out below.
b. The inability of a person to provide the certification set out below will not necessarily result in
denial of participation in this covered transaction. The prospective first tier participant shall
submit an explanation of why it cannot provide the certification set out below. The certification
or explanation will be considered in connection with the department or agency’s determination
whether to enter into this transaction. However, failure of the prospective first tier participant to
furnish a certification or an explanation shall disqualify such a person from participation in this
transaction.
c. The certification in this clause is a material representation of fact upon which reliance was
placed when the contracting agency determined to enter into this transaction. If it is later
determined that the prospective participant knowingly rendered an erroneous certification, in
addition to other remedies available to the Federal Government, the contracting agency may
terminate this transaction for cause of default.
d. The prospective first tier participant shall provide immediate written notice to the contracting
agency to whom this proposal is submitted if any time the prospective first tier participant learns
that its certification was erroneous when submitted or has become erroneous by reason of
changed circumstances.
e. The terms “covered transaction,” “civil judgment,” “debarred,” “suspended,” “ineligible,”
“participant,” “person,” “principal,” and “voluntarily excluded,” as used in this clause, are
defined in 2 CFR Parts 180 and 1200. “First Tier Covered Transactions” refers to any covered
transaction between a Recipient or subrecipient of Federal funds and a participant (such as the
prime or general contract). “Lower Tier Covered Transactions” refers to any covered transaction
27
under a First Tier Covered Transaction (such as subcontracts). “First Tier Participant” refers to
the participant who has entered into a covered transaction with a Recipient or subrecipient of
Federal funds (such as the prime or general contractor). “Lower Tier Participant” refers to any
participant who has entered into a covered transaction with a First Tier Participant or other Lower
Tier Participants (such as subcontractors and suppliers).
f. The prospective first tier participant agrees by submitting this proposal that, should the
proposed covered transaction be entered into, it shall not knowingly enter into any lower tier
covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily
excluded from participation in this covered transaction, unless authorized by the department or
agency entering into this transaction.
g. The prospective first tier participant further agrees by submitting this proposal that it will
include the clause titled “Certification Regarding Debarment, Suspension, Ineligibility and
Voluntary Exclusion-Lower Tier Covered Transactions,” provided by the department or
contracting agency, entering into this covered transaction, without modification, in all lower tier
covered transactions and in all solicitations for lower tier covered transactions exceeding the
$25,000 threshold.
h. A participant in a covered transaction may rely upon a certification of a prospective participant
in a lower tier covered transaction that is not debarred, suspended, ineligible, or voluntarily
excluded from the covered transaction, unless it knows that the certification is erroneous. A
participant is responsible for ensuring that its principals are not suspended, debarred, or otherwise
ineligible to participate in covered transactions. To verify the eligibility of its principals, as well
as the eligibility of any lower tier prospective participants, each participant may, but is not
required to, check the System for Award Management website (https://www.sam.gov/), which is
compiled by the General Services Administration.
i. Nothing contained in the foregoing shall be construed to require the establishment of a system
of records in order to render in good faith the certification required by this clause. The knowledge
and information of the prospective participant is not required to exceed that which is normally
possessed by a prudent person in the ordinary course of business dealings.
j. Except for transactions authorized under paragraph (f) of these instructions, if a participant in a
covered transaction knowingly enters into a lower tier covered transaction with a person who is
suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in
addition to other remedies available to the Federal Government, the department or agency may
terminate this transaction for cause or default.
Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion – First
Tier Participants:
a. The prospective first tier participant certifies to the best of its knowledge and belief, that it and
its principals:
(1) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or
voluntarily excluded from participating in covered transactions by any Federal department or
agency;
28
(2) Have not within a three-year period preceding this proposal been convicted of or had a
civil judgment, including a civil settlement, rendered against them for commission of fraud or
a criminal offense in connection with obtaining, attempting to obtain, or performing a public
(Federal, State or local) transaction or contract under a public transaction; violation of
Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery,
falsification or destruction of records, making false statements, or receiving stolen property;
(3) Are not presently indicted for or otherwise criminally or civilly charged by a
governmental entity (Federal, State, or local) with commission of any of the offenses
enumerated in paragraph (a)(2) of this certification; and
(4) Have not within a three-year period preceding this application/proposal had one or more
public transactions (Federal, State, or local) terminated for cause or default.
b. Where the prospective participant is unable to certify to any of the statements in this
certification, such prospective participant shall attach an explanation to this proposal.
2. Instructions for Certification - Lower Tier Participants:
(Applicable to all subcontracts, purchase orders and other lower tier transactions requiring prior DOT
approval or estimated to cost $25,000 or more - 2 CFR Parts 180 and 1200)
a. The prospective lower tier participant is providing the certification set out below.
b. The certification in this clause is a material representation of fact upon which reliance was
placed when this transaction was entered into. If it is later determined that the prospective lower
tier participant knowingly rendered an erroneous certification, in addition to other remedies
available to the Federal Government, the department, or agency with which this transaction
originated may pursue available remedies, including suspension and/or debarment.
c. The prospective lower tier participant shall provide immediate written notice to the person to
which this proposal is submitted if at any time the prospective lower tier participant learns that its
certification was erroneous by reason of changed circumstances.
d. The terms “covered transaction,” “civil settlement,” “debarred,” “suspended,” “ineligible,”
“participant,” “person,” “principal,” and “voluntarily excluded,” as used in this clause, are
defined in 2 CFR Parts 180 and 1200. You may contact the person to which this proposal is
submitted for assistance in obtaining a copy of those regulations. “First Tier Covered
Transactions” refers to any covered transaction between a Recipient or subrecipient of Federal
funds and a participant (such as the prime or general contract). “Lower Tier Covered
Transactions” refers to any covered transaction under a First Tier Covered Transaction (such as
subcontracts). “First Tier Participant” refers to the participant who has entered into a covered
transaction with a Recipient or subrecipient of Federal funds (such as the prime or general
contractor). “Lower Tier Participant” refers any participant who has entered into a covered
transaction with a First Tier Participant or other Lower Tier Participants (such as subcontractors
and suppliers).
e. The prospective lower tier participant agrees by submitting this proposal that, should the
29
proposed covered transaction be entered into, it shall not knowingly enter into any lower tier
covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily
excluded from participation in this covered transaction, unless authorized by the department or
agency with which this transaction originated.
f. The prospective lower tier participant further agrees by submitting this proposal that it will
include this clause titled “Certification Regarding Debarment, Suspension, Ineligibility and
Voluntary Exclusion-Lower Tier Covered Transaction,” without modification, in all lower tier
covered transactions and in all solicitations for lower tier covered transactions exceeding the
$25,000 threshold.
g. A participant in a covered transaction may rely upon a certification of a prospective participant
in a lower tier covered transaction that is not debarred, suspended, ineligible, or voluntarily
excluded from the covered transaction, unless it knows that the certification is erroneous. A
participant is responsible for ensuring that its principals are not suspended, debarred, or otherwise
ineligible to participate in covered transactions. To verify the eligibility of its principals, as well
as the eligibility of any lower tier prospective participants, each participant may, but is not
required to, check the System for Award Management website (https://www.sam.gov/), which is
compiled by the General Services Administration.
h. Nothing contained in the foregoing shall be construed to require establishment of a system of
records in order to render in good faith the certification required by this clause. The knowledge
and information of participant is not required to exceed that which is normally possessed by a
prudent person in the ordinary course of business dealings.
i. Except for transactions authorized under paragraph e of these instructions, if a participant in a
covered transaction knowingly enters into a lower tier covered transaction with a person who is
suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in
addition to other remedies available to the Federal Government, the department or agency with
which this transaction originated may pursue available remedies, including suspension and/or
debarment.
Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion --
Lower Tier Participants:
1. The prospective lower tier participant certifies, by submission of this proposal, that neither it
nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible,
or voluntarily excluded from participating in covered transactions by any Federal department or
agency.
2. Where the prospective lower tier participant is unable to certify to any of the statements in this
certification, such prospective participant shall attach an explanation to this proposal.
30
By signing this ASSURANCE, the Recipient agrees to comply with 2 CFR Parts 180 and 1200 and the
requirements listed above.
_______________________________
(Name of Recipient)
By________________________________
(Signature of Authorized Official)
DATED ___________________
31
Attachment 4.2
REQUIREMENTS REGARDING
DELINQUENT TAX LIABILITY OR A FELONY CONVICTION
UNDER ANY FEDERAL LAW
As required by sections 744 and 745 of Title VII, Division E of the Consolidated Appropriations Act,
2022, Pub. L. No. 117-103 (Mar. 15, 2022), and implemented through USDOT Order 4200.6, the
funds provided under this award shall not be used to enter into a contract, memorandum of
understanding, or cooperative agreement with, make a grant to, or provide a loan or loan guarantee
to, any corporation that:
(1) Has any unpaid Federal tax liability that has been assessed, for which all judicial and
administrative remedies have been exhausted or have lapsed, and that is not being paid in a
timely manner pursuant to an agreement with the authority responsible for collecting the tax
liability, where the awarding agency is aware of the unpaid tax liability, unless a Federal
agency has considered suspension or debarment of the corporation and made a determination
that suspension or debarment is not necessary to protect the interests of the Government; or
(2) Was convicted of a felony criminal violation under any Federal law within the preceding 24
months, where the awarding agency is aware of the conviction, unless a Federal agency has
considered suspension or debarment of the corporation and made a determination that
suspension or debarment is not necessary to protect the interests of the Government.
The Recipient therefore agrees:
1.Definitions. For the purposes of this exhibit, the following definitions apply:
“Covered Transaction” means a transaction that uses any funds under this award and that is a
contract, memorandum of understanding, cooperative agreement, grant, loan, or loan guarantee.
“Felony Conviction” means a conviction within the preceding 24 months of a felony criminal
violation under any Federal law and includes conviction of an offense defined in a section of the
United States Code that specifically classifies the offense as a felony and conviction of an offense
that is classified as a felony under 18 U.S.C. 3559.
“Participant” means the Recipient, an entity who submits a proposal for a Covered Transaction,
or an entity who enters into a Covered Transaction.
“Tax Delinquency” means an unpaid Federal tax liability that has been assessed, for which all
judicial and administrative remedies have been exhausted, or have lapsed, and that is not being
paid in a timely manner pursuant to an agreement with the authority responsible for collecting the
tax liability.
2.Mandatory Check in the System for Award Management. Before entering a Covered
Transaction with another entity, a Participant shall check the System for Award Management (the
“SAM”) at http://www.sam.gov/ for an entry describing that entity.
3.Mandatory Certifications. Before entering a Covered Transaction with another entity, a
Participant shall require that entity to:
32
(1) Certify whether the entity has a Tax Delinquency; and
(2) Certify whether the entity has a Felony Conviction.
4 Prohibition. If
(1) the SAM entry for an entity indicates that the entity has a Tax Delinquency or a Federal
Conviction;
(2) an entity provides an affirmative response to either certification in section 3; or
(3) an entity’s certification under section 3 was inaccurate when made or became inaccurate
after being made
then a Participant shall not enter or continue a Covered Transaction with that entity unless the
USDOT has determined in writing that suspension or debarment of that entity are not necessary
to protect the interests of the Government.
5.Mandatory Notice to the USDOT.
(a) If the SAM entry for a Participant indicates that the Participant has a Tax Delinquency or a
Felony Conviction, the Recipient shall notify the USDOT in writing of that entry.
(b) If a Participant provides an affirmative response to either certification in section 1, the
Recipient shall notify the USDOT in writing of that affirmative response.
(c) If the Recipient knows that a Participant’s certification under section 1 was inaccurate when
made or became inaccurate after being made, the Recipient shall notify the USDOT in
writing of that inaccuracy.
6.Flow Down. For all Covered Transactions, including all tiers of subcontracts and subawards, the
Recipient shall:
(1)require the SAM check in section 2;
(2)require the certifications in section 3;
(3)include the prohibition in section 4; and
(4)require all Participants to notify the Recipient in writing of any information that
would require the Recipient to notify the USDOT under section 5.
33
By signing this ASSURANCE, the Recipient also agrees to comply with USDOT Order 4200.6 and the
requirements listed above.
___________________________________
(Name of Recipient)
By ________________________________
(Signature of Authorized Official)
DATED ___________________
34
Attachment 4.3
RECIPIENT POLICY TO BAN TEXT MESSAGING WHILE DRIVING
(a) Definitions. The following definitions are intended to be consistent with the definitions in
DOT Order 3902.10, Text Messaging While Driving (Dec. 30, 2009) and Executive Order 13513,
Federal Leadership on Reducing Text Messaging While Driving (Oct. 1, 2009). For clarification
purposes, they may expand upon the definitions in the executive order.
For the purpose of Attachment 4.3, “Motor Vehicles” means any vehicle, self-propelled or drawn by
mechanical power, designed and operated principally for use on a local, State or Federal roadway,
but does not include a military design motor vehicle or any other vehicle excluded under Federal
Management Regulation 102-34-15.
For the purpose of Attachment 4.3, “Driving” means operating a motor vehicle on a roadway,
including while temporarily stationary because of traffic congestion, a traffic signal, a stop sign,
another traffic control device, or otherwise. It does not include being in your vehicle (with or without
the motor running) in a location off the roadway where it is safe and legal to remain stationary.
For the purpose of Attachment 4.3, “Text messaging” means reading from or entering data into any
handheld or other electronic device (including, but not limited to, cell phones, navigational tools,
laptop computers, or other electronic devices), including for the purpose of Short Message Service
(SMS) texting, e-mailing, instant messaging, obtaining navigational information, or engaging in any
other form of electronic data retrieval or electronic data communication. The term does not include
the use of a cell phone or other electronic device for the limited purpose of entering a telephone
number to make an outgoing call or answer an incoming call, unless this practice is prohibited by
State or local law. The term also does not include glancing at or listening to a navigational device
that is secured in a commercially designed holder affixed to the vehicle, provided that the destination
and route are programmed into the device either before driving or while stopped in a location off the
roadway where it is safe and legal to remain stationary.
For the purpose of Attachment 4.3, the “Government” includes the United States Government and
State, local, and tribal governments at all levels.
(b) Workplace Safety. In accordance with Executive Order 13513, Federal Leadership on
Reducing Text Messaging While Driving (Oct. 1, 2009) and DOT Order 3902.10, Text Messaging
While Driving (Dec. 30, 2009), the Recipient, subrecipients, contractors, and subcontractors are
encouraged to:
(1) adopt and enforce workplace safety policies to decrease crashes caused by distracted
drivers including policies to ban text messaging while driving—
(i) Company-owned or -rented vehicles or Government-owned, leased or rented
vehicles; or
(ii) Privately-owned vehicles when on official Government business or when
performing any work for or on behalf of the Government.
(2) Conduct workplace safety initiatives in a manner commensurate with the size of the
35
business, such as—
(i) Establishment of new rules and programs or re-evaluation of existing programs
to prohibit text messaging while driving; and
(ii) Education, awareness, and other outreach to employees about the safety risks
associated with texting while driving.
(c) Subawards and Contracts. To the extent permitted by law, the Recipient shall insert the
substance of this exhibit, including this paragraph (c), in all subawards, contracts, and subcontracts
under this award that exceed the micro-purchase threshold, other than contracts and subcontracts for
the acquisition of commercially available off-the-shelf items.
By signing this ASSURANCE, the Recipient also agrees to comply (and require any sub-recipients,
contractors, successors, transferees, and/or assignees to comply) with all applicable provisions in DOT
Order 3902.10, Text Messaging While Driving (Dec. 30, 2009) and Executive Order 13513, Federal
Leadership on Reducing Text Messaging While Driving.
_______________________________
(Name of Recipient)
By________________________________
(Signature of Authorized Official)
DATED ___________________
36
Attachment 4.4
CERTIFICATION REGARDING DRUG-FREE WORK-PLACE REQUIREMENTS
The Recipient named in this agreement certifies that it will establish and continue to provide a drug-free workplace
by:
a.Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensing,
possession, or use of a controlled substance is prohibited in the Recipient's workplace and specifying
the actions that will be taken against employees for violation of such prohibition;
b.Establishing an ongoing drug-free awareness program to inform employees about--
1. The dangers of drug abuse in the workplace;
2. The Recipient 's policy of maintaining a drug-free workplace;
3. Any available drug counseling, rehabilitation, and employee assistance programs; and,
4. The penalties that may be imposed upon employees for drug abuse violations occurring in the
workplace;
c.Making it a requirement that each employee to be engaged in the performance of the grant or
cooperative agreement be given a copy of the statement required by paragraph (a).
d.Notifying the employee in the statement required by paragraph (a) that, as a condition of
employment under the grant or cooperative agreement, the employee will--
1. Abide by the terms of the statement; and,
2. Notify the employer in writing of his or her conviction for a violation of a criminal drug statue
occurring in the workplace no later than five (5) calendar days after such conviction;
e.Notifying the Federal agency in writing, within ten (10) calendar days after receiving notice under
subparagraph (d)(2) from an employee or otherwise receiving actual notice of such conviction,
Employers of convicted employees must provide notice, including position title, to every project officer
or other designee on whose project activity the convicted employee was working. Notice shall include
the identification number(s) of each affected grant or cooperative agreement.
f.Taking one of the following actions, within thirty (30) calendar days of receiving notice under
subparagraph (d)(2), with respect to any employee who is so convicted--
1.Taking appropriate personnel action against such an employee, up to and including termination,
consistent with the requirements of the Rehabilitation Act of 1973, as amended; or
2.Requiring such employee to participate satisfactorily in a drug abuse assistance or rehabilitation
program approved for such purposes by a Federal, State, or local health, law enforcement, or other
appropriate agency;
g.Making a good faith effort to continue to maintain a drug-free workplace through implementation of
paragraphs (a), (b), (c), (d), (e), and (f).
37
1.The Recipient 's headquarters is located at the following address. The addresses of all workplaces
maintained by the Recipient are provided on an accompanying list.
(Signature of Authorized Official) (Date)
38
Attachment 4.5
TRAFFICKING IN PERSONS
2 CFR PART 175
a.Provisions applicable to a recipient that is a private entity.
1.You as the recipient, your employees, subrecipients under this award, and
subrecipients’ employees may not—
i.Engage in severe forms of trafficking in persons during the period of time that the
award is in effect;
ii.Procure a commercial sex act during the period of time that the award is in
effect; or
iii.Use forced labor in the performance of the award or subawards under the award.
2.We as the Federal awarding agency may unilaterally terminate this award, without
penalty, if you or a subrecipient that is a private entity —
i.Is determined to have violated a prohibition in paragraph a.1 of this award term;
or
ii.Has an employee who is determined by the agency official authorized to
terminate the award to have violated a prohibition in paragraph a.1 of this award term
through conduct that is either—
A.Associated with performance under this award; or
B.Imputed to you or the subrecipient using the standards and due process for
imputing the conduct of an individual to an organization that are provided in 2 CFR
part 180, “OMB Guidelines to Agencies on Governmentwide Debarment and
Suspension (Nonprocurement),” as implemented by our agency at 2 CFR part 1200.
b.Provision applicable to a recipient other than a private entity. We as the Federal awarding agency
may unilaterally terminate this award, without penalty, if a subrecipient that is a private entity—
1.Is determined to have violated an applicable prohibition in paragraph a.1 of this award term;
or
2.Has an employee who is determined by the agency official authorized to terminate the
award to have violated an applicable prohibition in paragraph a.1 of this award term through conduct
that is either—
i.Associated with performance under this award; or
ii.Imputed to the subrecipient using the standards and due process for imputing the
39
conduct of an individual to an organization that are provided in 2 CFR part 180, “OMB
Guidelines to Agencies on Governmentwide Debarment and Suspension
(Nonprocurement),” as implemented by our agency at 2 CFR part 1200.
c.Provisions applicable to any recipient.
1.You must inform us immediately of any information you receive from any source
alleging a violation of a prohibition in paragraph a.1 of this award term.
2.Our right to terminate unilaterally that is described in paragraph a.2 or b of this section:
i.Implements section 106(g) of the Trafficking Victims Protection Act of 2000
(TVPA), as amended (22 U.S.C. 7104(g)), and
ii.Is in addition to all other remedies for noncompliance that are available to us
under this award.
3.You must include the requirements of paragraph a.1 of this award term in any
subaward you make to a private entity.
d.Definitions. For purposes of this award term:
1.“Employee” means either:
i.An individual employed by you or a subrecipient who is engaged in the
performance of the project or program under this award; or
ii.Another person engaged in the performance of the project or program under this
award and not compensated by you including, but not limited to, a volunteer or individual
whose services are contributed by a third party as an in-kind contribution toward cost
sharing or matching requirements.
2.“Forced labor” means labor obtained by any of the following methods: the recruitment,
harboring, transportation, provision, or obtaining of a person for labor or services, through the use of
force, fraud, or coercion for the purpose of subjection to involuntary servitude, peonage, debt bondage,
or slavery.
3.“Private entity”:
i.Means any entity other than a State, local government, Indian tribe, or foreign
public entity, as those terms are defined in 2 CFR 175.25.
ii.Includes:
A.A nonprofit organization, including any nonprofit institution of higher
education, hospital, or tribal organization other than one included in the definition of
Indian tribe at 2 CFR 175.25(b).
B.A for-profit organization.
40
4.“Severe forms of trafficking in persons,” “commercial sex act,” and “coercion” have the
meanings given at section 103 of the TVPA, as amended (22 U.S.C. 7102).
5.“Recipient” and “subrecipient” include for-profit entities for the purpose of Attachment 4.5
only.
By signing this ASSURANCE, the Recipient certifies that it has read and understands the
provisions listed above.
__________________________________________________________
(Signature of Authorized Official) (Date)
41
Attachment 4.6
LOBBYING
If the Recipient will apply for a grant or cooperative agreement exceeding $100,000, or a loan, line of credit,
loan guarantee, or loan insurance exceeding $150,000, it must make the following certification and, if
applicable, make a disclosure regarding the Recipient’s lobbying activities. This certification is required by 49
CFR 20.110 and app. A to that part.
This certification does not apply to a Recipient that is an Indian Tribe, Indian organization, or an Indian tribal
organization exempt from the requirements of 49 CFR Part 20.
Certification for Contracts, Grants, Loans, and Cooperative Agreements.
The undersigned certifies, to the best of his or her knowledge and belief, that:
No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any
person for influencing or attempting to influence an officer or employee of an 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 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 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 agency, a Member of Congress, an officer or
employee of Congress, or an employee of a Member of Congress in connection with this Federal contract,
grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL,
“Disclosure Form to Report Lobbying,” in accordance with its instructions.
The undersigned shall require that the language of this certification 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.
This certification is a material representation of fact upon which reliance was placed when this transaction was
made or entered into. Submission of this certification is a prerequisite for making or entering into this
transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification
shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.
Statement for Loan Guarantees and Loan Insurance.
The undersigned states, to the best of his or her knowledge and belief, that:
If any funds have been paid or will be paid to any person for influencing or attempting to influence an officer
or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a
Member of Congress in connection with this commitment providing for the United States to insure or
guarantee a loan, the undersigned shall complete and submit Standard Form-LLL, “Disclosure Form to Report
Lobbying,” in accordance with its instructions.
Submission of this statement is a prerequisite for making or entering into this transaction imposed by section
1352, title 31, U.S. Code. Any person who fails to file the required statement shall be subject to a civil penalty
of not less than $10,000 and not more than $100,000 for each such failure.
Signature of Authorized Official _______________________ DATED ____________
42
ATTACHMENT 5. NON-DISCRIMINATION ASSURANCES
Standard Title VI/Non-Discrimination Assurances
DOT Order No. 1050.2A
By signing and submitting an application and by entering into this agreement under the FY 2022,
2023, and 2024 Innovative Finance and Asset Concession Grant Program, the Recipient HEREBY
AGREES THAT, as a condition to receiving any Federal financial assistance from the U.S.
Department of Transportation (DOT), through the Build America Bureau, it is subject to and will
comply with the following:
Statutory/Regulatory Authorities
Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits
discrimination on the basis of race, color, national origin);
49 CFR Part 21 (entitled Non-discrimination In Federally-Assisted Programs Of The
Department Of Transportation—Effectuation Of Title VI Of The Civil Rights Act Of 1964),
including any amendments thereto;
28 CFR 50.3 (U.S. Department of Justice Guidelines for Enforcement of Title VI of the Civil
Rights Act of 1964);
The preceding statutory and regulatory cites hereinafter are referred to as the “Acts” and
“Regulations,” respectively.
General Assurances
In accordance with the Acts, the Regulations, and other pertinent directives, circulars, policy,
memoranda, and/or guidance, the Recipient hereby gives assurance that it will promptly take any
measures necessary to ensure that:
“No person in the United States shall, on the grounds of race, color, or national
origin, be excluded from participation in, be denied the benefits of, or be otherwise
subjected to discrimination under any program or activity,” for which the Recipient
receives Federal financial assistance from DOT, including the Build America Bureau.
The Civil Rights Restoration Act of 1987 clarified the original intent of Congress, with respect to
Title VI and other Non-discrimination requirements (The Age Discrimination Act of 1975, and
Section 504 of the Rehabilitation Act of 1973), by restoring the broad, institutional-wide scope and
coverage of these non-discrimination statutes and requirements to include all programs and activities
of the Recipient, so long as any portion of the program is Federally assisted.
Specific Assurances
More specifically, and without limiting the above general Assurance, the Recipient agrees with and
gives the following Assurances with respect to its Federally assisted FYs 2022, 2023, and 2024
43
Innovative Finance and Asset Concession Grant Program:
1. The Recipient agrees that each “activity,” “facility,” or “program,” as defined in 49 CFR
21.23(b) and (e) will be (with regard to an “activity”) facilitated, or will be (with regard to a
“facility”) operated, or will be (with regard to a “program”) conducted in compliance with all
requirements imposed by, or pursuant to the Acts and the Regulations.
2. The Recipient will insert the following notification in all solicitations for bids, Requests For
Proposals for work, or material subject to the Acts and the Regulations made in connection
with the FYs 2022, 2023, and 2024 Innovative Finance and Asset Concession Grant Program
and, in adapted form, in all proposals for negotiated agreements regardless of funding source:
“The Recipient, in accordance with the provisions of Title VI of the Civil Rights Act
of 1964 (78 Stat. 252, 42 U.S.C. §§ 2000d to 2000d-4) and the Regulations, hereby
notifies all bidders that it will affirmatively ensure that for any contract entered into
pursuant to this advertisement, disadvantaged business enterprises will be afforded
full and fair opportunity to submit bids in response to this invitation and will not be
discriminated against on the grounds of race, color, or national origin in
consideration for an award.”
3. The Recipient will insert the clauses of Appendix A and E of this Assurance in every contract
or agreement subject to the Acts and the Regulations.
4. The Recipient will insert the clauses of Appendix B of this Assurance, as a covenant running
with the land, in any deed from the United States effecting or recording a transfer of real
property, structures, use, or improvements thereon or interest therein to a Recipient.
5. That where the Recipient receives Federal financial assistance to construct a facility, or part
of a facility, the Assurance will extend to the entire facility and facilities operated in
connection therewith.
6. That where the Recipient receives Federal financial assistance in the form, or for the
acquisition of real property or an interest in real property, the Assurance will extend to rights
to space on, over, or under such property.
7. That the Recipient will include the clauses set forth in Appendix C and Appendix D of this
Assurance, as a covenant running with the land, in any future deeds, leases, licenses, permits,
or similar instruments entered into by the Recipient with other parties:
a. for the subsequent transfer of real property acquired or improved under the applicable
activity, project, or program; and
b. for the construction or use of, or access to, space on, over, or under real property
acquired or improved under the applicable activity, project, or program.
8. That this Assurance obligates the Recipient for the period during which Federal financial
assistance is extended to the program, except where the Federal financial assistance is to
provide, or is in the form of, personal property, or real property, or interest therein, or
structures or improvements thereon, in which case the Assurance obligates the Recipient, or
any transferee for the longer of the following periods:
44
a. the period during which the property is used for a purpose for which the Federal
financial assistance is extended, or for another purpose involving the provision of
similar services or benefits; or
b. the period during which the Recipient retains ownership or possession of the
property.
9. The Recipient will provide for such methods of administration for the program as are found
by the Secretary of Transportation or the official to whom he/she delegates specific authority
to give reasonable guarantee that it, other recipients, sub-recipients, contractors,
subcontractors, consultants, transferees, successors in interest, and other participants of
Federal financial assistance under such program will comply with all requirements imposed
or pursuant to the Acts, the Regulations, and this Assurance.
10. The Recipient agrees that the United States has a right to seek judicial enforcement with
regard to any matter arising under the Acts, the Regulations, and this Assurance.
By signing this ASSURANCE, the Recipient also agrees to comply (and require any sub-recipients,
contractors, successors, transferees, and/or assignees to comply) with all applicable provisions
governing the DOT’s access to records, accounts, documents, information, facilities, and staff. You
also recognize that you must comply with any program or compliance reviews, and/or complaint
investigations conducted by the DOT. You must keep records, reports, and submit the material for
review upon request to DOT, or its designee in a timely, complete, and accurate way. Additionally,
you must comply with all other reporting, data collection, and evaluation requirements, as prescribed
by law or detailed in program guidance.
The Recipient gives this ASSURANCE in consideration of and for obtaining any Federal grants,
loans, contracts, agreements, property, and/or discounts, or other Federal-aid and Federal financial
assistance extended after the date hereof to the recipients by the U.S. Department of Transportation
under the FYs 2022, 2023, and 2024 Innovative Finance and Asset Concession Grant Program. This
ASSURANCE is binding on the Recipient, other recipients, sub-recipients, contractors,
subcontractors and their subcontractors’, transferees, successors in interest, and any other participants
in the FYs 2022, 2023, and 2024 Innovative Finance and Asset Concession Grant Program.
___________________________________
(Name of Recipient)
By ________________________________
(Signature of Authorized Official)
DATED ___________________
45
APPENDIX A
During the performance of this contract, the contractor, for itself, its assignees, and successors in interest
(hereinafter referred to as the “contractor”) agrees as follows:
1.Compliance with Regulations: The contractor (hereinafter includes consultants) will
comply with the Acts and the Regulations relative to Non-discrimination in Federally-
assisted programs of the U.S. Department of Transportation, the Build America Bureau), as
they may be amended from time to time, which are herein incorporated by reference and
made a part of this contract.
2.Non-discrimination: The contractor, with regard to the work performed by it during the
contract, will not discriminate on the grounds of race, color, or national origin in the selection
and retention of subcontractors, including procurements of materials and leases of equipment.
The contractor will not participate directly or indirectly in the discrimination prohibited by the
Acts and the Regulations, including employment practices when the contract covers any
activity, project, or program set forth in Appendix B of 49 CFR Part 21, including any
amendments thereto.
3.Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In
all solicitations, either by competitive bidding, or negotiation made by the contractor for work
to be performed under a subcontract, including procurements of materials, or leases of
equipment, each potential subcontractor or supplier will be notified by the contractor of the
contractor’s obligations under this contract and the Acts and the Regulations relative to Non-
discrimination on the grounds of race, color, or national origin.
4.Information and Reports: The contractor will provide all information and reports required by
the Acts, the Regulations, and directives issued pursuant thereto and will permit access to its
books, records, accounts, other sources of information, and its facilities as may be determined
by the Recipient or the FHWA to be pertinent to ascertain compliance with such Acts,
Regulations, and instructions. Where any information required of a contractor is in the
exclusive possession of another who fails or refuses to furnish the information, the contractor
will so certify to the Recipient or the OST, as appropriate, and will set forth what efforts it has
made to obtain the information.
5.Sanctions for Noncompliance: In the event of a contractor’s noncompliance with the Non-
discrimination provisions of this contract, the Recipient will impose such contract sanctions as
it or the OST may determine to be appropriate, including, but not limited to:
a. withholding payments to the contractor under the contract until the contractor
complies; and/or
b. cancelling, terminating, or suspending a contract, in whole or in part.
6.Incorporation of Provisions: The contractor will include the provisions of paragraphs one
through six in every subcontract, including procurements of materials and leases of equipment,
unless exempt by the Acts, the Regulations and directives issued pursuant thereto. The
contractor will take action with respect to any subcontract or procurement as the Recipient or
the OST may direct as a means of enforcing such provisions including sanctions for
noncompliance. Provided, that if the contractor becomes involved in, or is threatened with
46
litigation by a subcontractor, or supplier because of such direction, the contractor may request
the Recipient to enter into any litigation to protect the interests of the Recipient. In addition,
the contractor may request the United States to enter into the litigation to protect the interests
of the United States.
47
APPENDIX B
CLAUSES FOR DEEDS TRANSFERRING UNITED STATES PROPERTY
The following clauses will be included in deeds effecting or recording the transfer of real property,
structures, or improvements thereon, or granting interest therein from the United States pursuant to
the provisions of Specific Assurance 4:
NOW, THEREFORE, the U.S. Department of Transportation as authorized by law and upon the
condition that the Recipient will accept title to the lands and maintain the project constructed
thereon in accordance with the Infrastructure Investment and Jobs Act, Pub. L. No. 117-58 (Nov.
15, 2021), the Consolidated Appropriations Act, 2022, Pub. L. No. 117-103 (Mar. 15, 2022),
Section 71001 of Division G of the BIL (Asset Concessions), the Regulations for the
Administration of FY 2022, 2023, and 2024 Innovative Finance and Asset Concession Grant
Program, and the policies and procedures prescribed by the U.S. Department of Transportation in
accordance and in compliance with all requirements imposed by Title 49, Code of Federal
Regulations, U.S. Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Non-
discrimination in Federally-assisted programs of the U.S. Department of Transportation, including
any amendments thereto, pertaining to and effectuating the provisions of Title VI of the Civil
Rights Act of 1964 (78 Stat. 252; 42 U.S.C. § 2000d to 2000d-4), does hereby remise, release,
quitclaim and convey unto the Recipient all the right, title and interest of the U.S. Department of
Transportation in and to said lands described in Exhibit A attached hereto and made a part hereof.
(HABENDUM CLAUSE)
TO HAVE AND TO HOLD said lands and interests therein unto Recipient and its successors
forever, subject, however, to the covenants, conditions, restrictions and reservations herein
contained as follows, which will remain in effect for the period during which the real property or
structures are used for a purpose for which Federal financial assistance is extended or for another
purpose involving the provision of similar services or benefits and will be binding on the
Recipient, its successors and assigns.
The Recipient, in consideration of the conveyance of said lands and interests in lands, does hereby
covenant and agree as a covenant running with the land for itself, its successors and assigns, that
(1) no person will on the grounds of race, color, or national origin, be excluded from participation
in, be denied the benefits of, or be otherwise subjected to discrimination with regard to any facility
located wholly or in part on, over, or under such lands hereby conveyed [,] [and]* (2) that the
Recipient will use the lands and interests in lands and interests in lands so conveyed, in
compliance with all requirements imposed by or pursuant to Title 49, Code of Federal
Regulations, U.S. Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Non-
discrimination in Federally-assisted programs of the U.S. Department of Transportation,
Effectuation of Title VI of the Civil Rights Act of 1964, and as said Regulations and Acts may be
amended[, and (3) that in the event of breach of any of the above-mentioned non-discrimination
conditions, the Department will have a right to enter or re-enter said lands and facilities on said
land, and that above described land and facilities will thereon revert to and vest in and become the
absolute property of the U.S. Department of Transportation and its assigns as such interest existed
prior to this instruction].*
48
(*Reverter clause and related language to be used only when it is determined that such a clause is
necessary in order to make clear the purpose of Title VI.)
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APPENDIX C
CLAUSES FOR TRANSFER OF REAL PROPERTY ACQUIRED OR IMPROVED UNDER THE
ACTIVITY, FACILITY, OR PROGRAM
The following clauses will be included in deeds, licenses, leases, permits, or similar instruments
entered into by the Recipient pursuant to the provisions of Specific Assurance 7(a):
A. The (Recipient, lessee, permittee, etc. as appropriate) for himself/herself, his/her heirs, personal
representatives, successors in interest, and assigns, as a part of the consideration hereof, does
hereby covenant and agree [in the case of deeds and leases add “as a covenant running with the
land”] that:
1. In the event facilities are constructed, maintained, or otherwise operated on the property
described in this (deed, license, lease, permit, etc.) for a purpose for which a U.S.
Department of Transportation activity, facility, or program is extended or for another
purpose involving the provision of similar services or benefits, the (Recipient, licensee,
lessee, permittee, etc.) will maintain and operate such facilities and services in compliance
with all requirements imposed by the Acts and Regulations (as may be amended) such that
no person on the grounds of race, color, or national origin, will be excluded from
participation in, denied the benefits of, or be otherwise subjected to discrimination in the
use of said facilities.
B. With respect to licenses, leases, permits, etc., in the event of breach of any of the above Non-
discrimination covenants, Recipient will have the right to terminate the (lease, license, permit,
etc.) and to enter, re-enter, and repossess said lands and facilities thereon, and hold the same as if
the (lease, license, permit, etc.) had never been made or issued.*
C. With respect to a deed, in the event of breach of any of the above Non-discrimination covenants,
the Recipient will have the right to enter or re-enter the lands and facilities thereon, and the above
described lands and facilities will there upon revert to and vest in and become the absolute
property of the Recipient and its assigns.*
(*Reverter clause and related language to be used only when it is determined that such a clause is
necessary to make clear the purpose of Title VI.)
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APPENDIX D
CLAUSES FOR CONSTRUCTION/USE/ACCESS TO REAL PROPERTY ACQUIRED UNDER THE
ACTIVITY, FACILITY OR PROGRAM
The following clauses will be included in deeds, licenses, permits, or similar instruments/agreements
entered into by Recipient pursuant to the provisions of Specific Assurance 7(b):
A. The (Recipient, licensee, permittee, etc., as appropriate) for himself/herself, his/her heirs,
personal representatives, successors in interest, and assigns, as a part of the consideration hereof,
does hereby covenant and agree (in the case of deeds and leases add, “as a covenant running with
the land”) that (1) no person on the ground of race, color, or national origin, will be excluded
from participation in, denied the benefits of, or be otherwise subjected to discrimination in the
use of said facilities, (2) that in the construction of any improvements on, over, or under such
land, and the furnishing of services thereon, no person on the ground of race, color, or national
origin, will be excluded from participation in, denied the benefits of, or otherwise be subjected to
discrimination, (3) that the (Recipient, licensee, lessee, permittee, etc.) will use the premises in
compliance with all other requirements imposed by or pursuant to the Acts and Regulations, as
amended, set forth in this Assurance.
B. With respect to (licenses, leases, permits, etc.), in the event of breach of any of the above Non-
discrimination covenants, Recipient will have the right to terminate the (license, permit, etc., as
appropriate) and to enter or re-enter and repossess said land and the facilities thereon, and hold
the same as if said (license, permit, etc., as appropriate) had never been made or issued.*
C. With respect to deeds, in the event of breach of any of the above Non-discrimination covenants,
Recipient will there upon revert to and vest in and become the absolute property of Recipient and
its assigns.*
(*Reverter clause and related language to be used only when it is determined that such a clause is
necessary to make clear the purpose of Title VI.)
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APPENDIX E
During the performance of this contract, the contractor, for itself, its assignees, and successors in interest
(hereinafter referred to as the “contractor”) agrees to comply with the following non-discrimination
statutes and authorities; including but not limited to:
Pertinent Non-Discrimination Authorities:
Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits
discrimination on the basis of race, color, national origin); and 49 CFR Part 21, including any
amendments thereto.
The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42
U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been
acquired because of Federal or Federal-aid programs and projects);
Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), (prohibits discrimination on the
basis of sex);
Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended,
(prohibits discrimination on the basis of disability); and 49 CFR Part 27;
The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits
discrimination on the basis of age);
Airport and Airway Improvement Act of 1982, (49 U.S.C. § 471, Section 47123), as
amended, (prohibits discrimination based on race, creed, color, national origin, or sex);
The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and
applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975
and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms
“programs or activities” to include all of the programs or activities of the Federal-aid
recipients, sub-recipients and contractors, whether such programs or activities are Federally
funded or not);
Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the
basis of disability in the operation of public entities, public and private transportation
systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131 –
12189) as implemented by Department of Transportation regulations at 49 CFR 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);
Access to Services for Persons with Limited English Proficiency (LEP). The Recipient agrees
to provide meaningful access to public transportation services to persons with limited
understanding of English to comply with Title VI of the Civil Rights Act of 1964, as
amended, 42 U.S.C. § 2000d, et seq., its implementing regulation at 28 CFR 42.405(d), and
applicable guidance issued by the Department of Justice;
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).
Executive Order 14149, Restoring Freedom of Speech and Ending Federal Censorship, which
prohibits taxpayer resources from abridging freedom of speech.
Executive Order 14151, Ending Radical and Wasteful Government DEI Programs and
Preferencing, which requires, to the maximum extent permissible by law, the termination of
all diversity, equity, inclusion, and accessibility (DEIA) performance requirements for
recipients.
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Executive Order 14168, Defending Women from Gender Ideology Extremism and Restoring
Biological Truth to the Federal Government, which prohibits the use of Federal funds to
promote gender ideology.
Executive Order 14173, Ending Illegal Discrimination and Restoring Merit-Based
Opportunity, which requires
o pursuant to Section (3)(b)(iv)(A), the Recipient agrees that its compliance in all
respects with all applicable Federal anti-discrimination laws is material to the
government’s payment decisions for purposes of section 3729(b)(4) of title 31,
United States Code; and
o pursuant to Section (3)(b)(iv)(B), by entering into this agreement, the Recipient
certifies that it does not operate any programs promoting diversity, equity, and
inclusion (DEI) initiatives that violate any applicable Federal anti-discrimination
laws.