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Air Quality Department 301 W. Jefferson St., Suite 410 Phoenix, Arizona 85003 P: 602-506-6010 E: AQMail@maricopa.gov SUBRECIPIENT AGREEMENT MARICOPA COUNTY & City of Phoenix Agreement Title: The Maricopa County CFI Funded EV Infrastructure Program Subaward Page 1 of 13 CFDA: 20.205 Highway Planning and Construction Federal Award ID (FAIN): 693JJ32540008 USDOT FHWA Award Date: November 22, 2024 Effective Date: Upon Final Signature Termination Date: September 30, 2029 COUNTY SUBRECIPIENT Maricopa County 200 W Washington St, Fl 14 301 W. Jefferson St. Suite 410 Phoenix, AZ 85003 Phoenix, AZ 85012 Name: Carla De La Chapa Name: Philip A. McNeely Title: Chief Sustainability Officer Title: AQD Director Phone: 602.262.6941 Phone: 602.506.6701 Unique Entity Identifier (UEI) Name: City of Phoenix – Office of Sustainability Unique Entity Identifier (UEI) No.: HV6ZMJ3HZP67 THIS AGREEMENT is between MARICOPA COUNTY [hereinafter referred to as the “Maricopa County” or ‘the County”] and City of Phoenix – Office of Sustainability [hereinafter referred to as the “Subrecipient”]. The purpose of this Agreement is to administer the funding provided by the Federal Highway Administration (the “FHWA”) Charging and Fueling Infrastructure Discretionary Grant as a sub award, as explained under 23 U.S.C. 151 through Maricopa County to the Subrecipient for the Maricopa County CFI Funded EV Infrastructure Program (hereinafter referred to as “EV Infrastructure Program”) provided through the Charging and Fueling Infrastructure (CFI) Grant Program. As part of this Agreement, the Board of Supervisors is acting under the authority of ATTACHMENT A Page 2 of 17 A.R.S. 11-201 and 11-251 to enter into this agreement. Subrecipient Responsibilities 1. The Subrecipient will facilitate all projects and programs under this subaward agreement in accordance with the FHWA General Terms and Conditions (Exhibit D) and the Additional Standard Terms (Exhibit F). 2. The Subrecipient will facilitate the installation, maintenance, and operation of publicly accessible electric vehicle charging stations (EVCS) in compliance with the National Electric Vehicle Infrastructure (NEVI) Standards and Requirements under 23 CFR part 680 including but not limited to the data reporting requirements under 23 CFR 680.112. 3. The Subrecipient will facilitate the installation, maintenance, and operation of publicly accessible EVCS in compliance with 23 USC 151, including but not limited to 151.10(B). 4. The Subrecipient will facilitate the installation, maintenance, and operation of publicly accessible EVCS in compliance with applicable federal statutes, rules, regulations, requirements, and executive orders, including those promulgated or modified during the course of the project. This includes but is not limited to those listed in Exhibit E. 5. The Subrecipient will analyze the proposed work plan to determine whether there are project impacts to natural resources, community resources, or historical resources in order to apply the appropriate level of National Environmental Policy Act (NEPA) requirements. NEPA reviews must be completed by no later than March 1, 2027. 6. The Subrecipient will provide a work plan via separate attachment to the County for review and approval prior to initiating work. All work will be done in accordance with the Scope of Work (Exhibit A), the Approved Work Plan (Exhibit B), and the Approved Project Budget (Exhibit C). 7. The Subrecipient must receive written approval from the County for any Scope of Work, Approved Work Plan, or Approved Project Budget changes prior to initiating work not approved in original application, Approved Work Plan, and Approved Project Budget. 8. The Subrecipient will post a press release on their organization website within 30 calendar days of the date that each charging station becomes operational. The press release and all outreach media pertaining to the subaward must have prior review and Page 3 of 17 written approval from the County. This includes both written and spoken material. All outreach material must include: the language “The Maricopa County CFI Funded EV Infrastructure Program”, the funding amount received, and the funding percentage received. Proof of the posted press release must be submitted to the County. 9. The Subrecipient will provide quarterly progress reports using the form in Exhibit G.1 to Maricopa County on the progress of procurement and installation of the publicly accessible EVCS and any issues that arise on the following schedule for the duration of the period of performance of this award. Reporting period Deadline for reports Calendar Quarter 1 January 1 – March 31 April 12 Calendar Quarter 2 April 1 – June 30 July 12 Calendar Quarter 3 July 1 – September 30 October 12 Calendar Quarter 4 October 1 – December 31 January 12 10. The Subrecipient will maintain active registration as an entity on Sam.gov in order to receive federal grant funds. 11. The Subrecipient will register as a vendor to Maricopa County in order to be reimbursed for expenses. 12. The Subrecipient will provide detailed completed reimbursement request forms and invoices using the forms provided in Exhibit H to Maricopa County in order to be reimbursed for expenses. The Subrecipient will provide backup documentation including but not limited to the documentation types listed in Exhibit H as part of the reimbursement request. 13. The Subrecipient will complete all work defined in the project Approved Work Plan by September 30, 2029. Any deviation from this schedule must have prior written approval from the County. A request for extension may be considered but will require prior written approval by the County and the FHWA a minimum of sixty days before the scheduled end date of the award. Costs incurred after September 30, 2029 without prior written approval will be considered unallowable and will not be reimbursed. 14. The Subrecipient will affix a County-provided program sticker with a QR code to all charging pedestals once installed. The sticker must always remain on the charging Page 4 of 17 pedestal. The Subrecipient will report damage or removal of sticker to the County no later than 30 days following the damage or removal. The County will provide a replacement sticker which must be placed on the charging pedestal no later than 10-business days following the receipt of the sticker. 15. The Subrecipient will submit all final project data required to close out the grant including but not limited to data required in Exhibit G. Submission of final project data, using the form provided in Exhibit G.2 is a requirement for the final reimbursement milestone and failure to submit this required data may result in the reimbursement request being denied. 16. The Subrecipient will be registered in the Electric Vehicle Charging Analytics and Reporting Tool (EV-ChART). Registration must be accepted and verified by the Subrecipient no later than 10-business days following receipt of the invitation. 17. The Subrecipient will notify the County if the contact for data submission changes at any time during the 5-year reporting period starting the initial date of operation for each charging port, no later than 30 calendar days from the date of change. 18. The Subrecipient will provide the County with one-time station profile, contact information for the person responsible for data submission, and port information using the form in Exhibit G.3 no later than 10-business days prior to each charging port becoming operational. 19. The Subrecipient will submit one-time station operator identity, distributed energy resource information, and capital and installation cost data to EV-ChART following EV- ChART guidance, available on the EV-ChART webpage, no later than 10-business days following the initial date of operation for each charging port. The County will review all documentation submitted to EV-ChART for accuracy and completeness and communicate results with the Subrecipient. 20. The Subrecipient will submit annual maintenance costs and station operator program data to EV-ChART following EV-ChART guidance, available on the EV-ChART webpage, no later than February 14th of the calendar year for each operational charging port. The County will review all documentation submitted to EV-ChART for accuracy and completeness and communicate results with the Subrecipient. 21. The Subrecipient will submit quarterly operation data for each operational charging port Page 5 of 17 to EV-ChART following EV-ChART guidance, available on the EV-ChART webpage, no later than due dates described below. The County will review all documentation submitted to EV-ChART for accuracy and completeness and communicate results with the Subrecipient. Reporting period Deadline for reports Calendar Quarter 1 January 1 – March 31 April 12 Calendar Quarter 2 April 1 – June 30 July 12 Calendar Quarter 3 July 1 – September 30 October 12 Calendar Quarter 4 October 1 – December 31 January 12 22. The Subrecipient will provide the quarterly operational data reports to EV-ChART following EV-ChART guidance, available on the EV-ChART webpage, for no less than 5 years from the initial date of operation for each charging port. 23. The Subrecipient will provide the annual reports on the maintenance costs and station operator program to EV-ChART following EV-ChART guidance, available on the EV-ChART webpage, for no less than 5 years from the initial date of operation. 24. The Subrecipient will provide the County with administrative access to software installed on all EVCS installed with the Maricopa County CFI Funded EV Infrastructure Program funds. This access must allow the County to export or download all data required for EV- ChART one-time, annual, and quarterly reporting. General Terms 1. Definitions: The Parties agree to expeditiously initiate and complete the scope of work under this Agreement. The Parties warrant, represent and agree that they, their employees and representatives will comply with all applicable provisions provided herein. The following definitions shall apply to the terms used in this Agreement, except where the context necessarily requires otherwise. 1.1. “U.S.C.” means United States Code. 1.2. “Agreement” means this written document between the Subrecipient and the County. 1.3. “County” means MARICOPA COUNTY. 1.4. “Subrecipient” means City of Phoenix – Office of Sustainability. 1.5. "Parties" means City of Phoenix – Office of Sustainability and MARICOPA COUNTY. Page 6 of 17 2. Access to Information: Subject to statutory confidentiality requirements of the County and the Subrecipient, both parties to this Agreement shall have full, complete and equal access to data and information prepared under this Agreement on a no-charge basis. 3. Amendment: This Agreement may be modified only by written Amendment signed by the Director or designee, of the Subrecipient and the person duly authorized to act on behalf of the County. Amendments shall be executed with the same formalities as this Agreement. Executed copies of any Amendment shall be provided to both parties. 4. Amount of Agreement: 4.1. The maximum allowable funding shall be capped at the lesser of eighty percent (80%) of the total approved project budget or $2,600,000.00 in accordance with applicable funding guidelines. 4.2. The Subrecipient agrees to a minimum cost share of the greater of twenty percent (20%) of the total approved project budget or $650,000.00 in compliance with 2 CFR 200.306.j. 4.3. Approved Project Budget is available in Exhibit C. 4.4. Reimbursement Milestone Activities: 4.4.1. Milestone 1: Completion of the preliminary design and NEPA review 4.4.2. Milestone 2: Equipment Procurement and permits issued 4.4.3. Milestone 3: Installation completion (Equipment installed and wired, utility connection completion, site restoration and signage installation, passing of final inspections) 4.4.4. Milestone 4: Operational launch (EVCS become accessible for public use) 4.5. Milestone Budget Amounts: 4.5.1. The maximum allowable funding for Milestone 1 activities shall be capped at the approved project budget value of $227,980.00. 4.5.2. The Subrecipient agrees to a minimum cost share for Milestone 1 of $200,000.00 in compliance with 2 CFR 200.306.j. Page 7 of 17 4.5.3. The Subrecipient shall, upon completion of all activities funded under Milestone 1, submit completed NEPA review documentation to the County for review and approval. The Subrecipient acknowledges and agrees that it is prohibited from initiating, performing, authorizing, or incurring costs for any activities, services, work, obligations, or commitments associated with Milestones 2, 3, or 4 unless and until the County has provided written approval of the NEPA review documentation and written authorization to proceed to Milestone 2. Any costs, expenses, obligations, liabilities, or commitments incurred by the Subrecipient in connection with Milestones 2, 3, or 4 prior to receipt of the County’s written approval and authorization shall be incurred solely at the Subrecipient’s risk and expense. Such costs shall be deemed unallowable, ineligible for reimbursement under this Agreement, and ineligible for use as cost share. The County shall have no obligation to reimburse, credit, or otherwise compensate the Subrecipient for any such costs incurred prior to the County’s written authorization to proceed. 4.6. Budget Period 4.6.1. Start Date: Effective Date of Award. 4.6.2. End Date: September 30, 2029. 4.7. The Subrecipient shall comply with Exhibit D for budget changes and Project Cost Savings. 5. Governing Law: 5.1. This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona. Any disputes shall be filed in the state or federal court within Phoenix, Arizona. 5.2. Implied Consent Terms: Each provision of applicable law and any terms required by law to be in this Agreement are a part of this agreement as if fully stated in it. 6. Assignment: Neither Party may assign any rights hereunder without the express, written, prior consent of the other Party. 7. Audit of Records and Disallowances: The Subrecipient shall retain all data, books and other records (“records”) relating to this Agreement for a period of five years after completion of Page 8 of 17 the reporting requirements stated in this Agreement, any litigation, claim, negotiation, audit, cost recovery, or action involving the records has been completed. All records shall be subject to inspection and audit by the State of Arizona, County, and FHWA at reasonable times. If any amount is determined to be disallowed by a federal, State, or County audit, the County shall notify The Subrecipient in writing of such disallowance, and the County shall either adjust any future payment by the amount of the disallowance or require immediate repayment of the disallowed amount. Upon request, the Subrecipient shall produce the original of all records. Examples of such records include: a. Subrecipient financial statements and reports b. Programmatic reports including information on environmental results c. Audit findings d. EVCS operational data 8. Agreement Term: The initial term of this Agreement shall be from the date the final signatory signs the agreement and will be valid until September 30, 2029. 9. Effective Date: This Agreement shall become effective upon execution of the agreement by all parties. 10. Non-Availability of Funds: Every payment obligation of the County under this Agreement is conditioned upon the availability of funds provided to the County from FHWA, appropriated or allocated for the payment of such obligation. If funds are not allocated and available for the continuance of this Agreement, this Agreement may be terminated by either party at the end of the period for which funds are available. No liability shall accrue to either party in the event this provision is exercised, and the parties shall not be obligated or liable for any future payments or for any damages as a result of termination under this paragraph. 11. Notices, Correspondence, Reports and Invoices: 11.1. All notices and correspondence from the County shall be sent to: City of Phoenix Carla De La Chapa, Chief Sustainability Officer Office of Sustainability 200 W Washington St Page 9 of 17 Fl 14 Phoenix, AZ 85003 602.262.6941 Carla.delachapa@phoenix.gov 11.2. All correspondence relating to the execution of the Agreement, clarification of this Agreement, and Agreement Amendments shall be sent to: City of Phoenix Carla De La Chapa, Chief Sustainability Officer Office of Sustainability 200 W Washington St Fl 14 Phoenix, AZ 85003 602.262.6941 Carla.delachapa@phoenix.gov For Maricopa County: CFI Funded EV Infrastructure Program Manager Maricopa County Air Quality Department 301 W. Jefferson St., Suite 401 Phoenix, AZ 85003 (602) 372-3300 EVChargers@Maricopa.Gov For Maricopa County: Millicent Chandler Maricopa County Air Quality Department 301 W. Jefferson St., Suite 401 Phoenix, AZ 85003 (602) 506-6627 Milly.Chandler@Maricopa.Gov 11.3. Either party to this Agreement may designate a new contact by filing a notice with the other party in accordance with these notice requirements. 12. Ownership of Information: Title to all documents, reports and data prepared in the course of Page 10 of 17 this Agreement by the Subrecipient shall rest with the County. The County shall have full and complete rights to reproduce, duplicate, disclose, perform, and otherwise use all information prepared under this Agreement. 13. Change of Ownership/Control Event: The Subrecipient will provide written notice to the County at least 60 days prior to any anticipated Change of Ownership/Control Event, or immediately upon the Subrecipient’s knowledge of an unanticipated event. 13.1. In the event of a Change of Ownership/Control Event, the Subrecipient shall ensure that the successor owner or operator (the “Successor Entity”) assumes in writing all of the Subrecipient’s obligations under this Subaward with respect to the EVCS Equipment, including but not limited to: operation, maintenance, reporting, data retention, compliance with federal/state/local laws, and access for monitoring/inspection. 13.2. The Subrecipient shall provide the County with a signed Assignment and Assumption Agreement (or equivalent instrument approved by the County) executed by the Successor Entity, evidencing assumption of the obligations defined above. 13.3. If the Subrecipient fails to obtain the Successor Entity’s written assumption of obligations prior to the transfer, the Subrecipient shall remain fully liable for all obligations under this Subaward and for any required repayment of federal funds resulting from non-compliance or decommissioning of the EVCS Equipment. 13.4. Failure by the Subrecipient or Successor Entity to comply with the obligations in this clause (including failure to transfer obligations in a Change of Ownership/Control Event) shall constitute a material breach of the Subaward Agreement. Remedies may include but are not limited to: immediate repayment of County share of costs, termination of the Subaward Agreement, requiring removal or decommissioning of EVCS Equipment at the Subrecipient’s expense, withholding of further disbursements, or debarment. The Subrecipient shall be liable for any damages, fees, expenses, and costs incurred due to such breach. 14. Reporting: Reporting pursuant to 23 C.F.R. 680 shall be in accordance with the Scope of Work at the end of this Agreement. In addition, The Subrecipient will provide the County with quarterly status reports including but not limited to data specified in Exhibit G. 15. Severability: The provisions of this Agreement are severable to the extent that any provision or application determined to be invalid shall not affect any other provision or application of Page 11 of 17 the Agreement, which shall remain in effect without the invalid provision or application. 16. Termination: 16.1. The Subrecipient or the County may terminate this Agreement at any time, with or without cause, after giving 30 days written notice of termination to the other party, as appropriate. The notice shall specify the effective date of termination. 16.2. Notice is given that, pursuant to A.R.S. § 38-511, the County may cancel any contract without penalty or further obligation within three years after execution of the contract, if any person significantly involved in initiating, negotiating, securing, drafting, or creating the contract on behalf of the County is at any time, while the contract or any extension of the contract is in effect, an employee or agent of any other party to the contract in any capacity or consultant to any other party of the contract with respect to the subject matter of the contract. Additionally, pursuant to A.R.S. § 38-511, the County may recoup any fee or commission paid or due to any person significantly involved in initiating, negotiating, securing, drafting, or creating the contract on behalf of the County from any other party to the contract arising as the result of the contract. 16.3. In the event the Agreement is terminated, with or without cause, the Subrecipient shall deliver all finished or unfinished program documents, data, and reports prepared as a result of this Agreement to the County. 16.4. In the event the Agreement is terminated, the Subrecipient shall be eligible for reimbursement only for allowable, allocable, and reasonable costs incurred prior to the date the Notice of Termination was transmitted. 16.4.1. Costs incurred after the date of the Notice of Termination shall not be reimbursed, except for costs that: (1) were formally obligated or scheduled prior to the date of the Notice of Termination; (2) are supported by written documentation demonstrating the date on which the cost was obligated or scheduled; and (3) could not be canceled, avoided, or mitigated despite reasonable efforts by the Subrecipient. 16.4.2. Under no circumstances shall the County reimburse any costs that are directly related to, associated with, or form the basis for the termination, including but not limited to unallowable, noncompliant, or improper expenditures. Page 12 of 17 16.4.3. All reimbursement requests submitted following a Notice of Termination must comply with the terms of this Agreement and are subject to review and approval by the County. 17. Indemnification: 17.1. Each party (as “Indemnitor”) agrees to indemnify, defend, and hold harmless the other party (as “Indemnitee”) from and against any and all claims, losses, liability, costs, or expenses (including reasonable attorney’s fees) (“Claims”), but only to the extent that such Claims which result in vicarious/derivative liability to the Indemnitee are caused by the act, omission, negligence, misconduct, or other fault of the Indemnitor, its officers, officials, agents, employees, or volunteers. Each party must use its best efforts to cause all contractors (each an “Additional Indemnitor”) to indemnify, defend, save and hold harmless the other party from and against any and all Claims caused, or alleged to be caused, in whole or in part, by the negligent or willful acts or omissions of the Additional Indemnitor [and persons for whom they are vicariously liable]. 18. Survivability: 18.1. Notwithstanding the termination or expiration of this Agreement, the Subrecipient expressly agrees that all obligations related to recordkeeping and reporting as set forth in this Agreement—including but not limited to financial records, performance reports, operational data reports, and documentation of expenditures—shall survive for a period of five years following the termination date or the end of the performance period, whichever is later. 18.2. Failure to comply with these post-termination or expiration obligations, including the timely submission of required reports or the maintenance and availability of supporting documentation for audit or monitoring purposes, shall constitute a material breach of this Agreement. In such event, the Grantor reserves the right to recover, or “claw back,” up to 100% of the total funds disbursed under this Agreement, in proportion to the noncompliance identified. 18.3. This survivability clause shall remain in full force and effect notwithstanding any termination of the Agreement for convenience or cause. Page 13 of 17 The Maricopa County CFI Funded EV Infrastructure Program Overview Purpose The Maricopa County CFI Funded EV Infrastructure Program’s purpose is to assist our TRP partners in providing safe, affordable, publicly accessible EVCS to the residents and visitors of Maricopa County. This award is not for research and development. Administration Maricopa County Air Quality Department (MCAQD) will administer the Maricopa County CFI Funded EV Infrastructure Program in Maricopa County under authorization from the Federal Highway Administration (FHWA). Costs to the Maricopa County CFI Funded EV Infrastructure Program fund will be limited to the Subrecipient administrative costs if approved in the application, preliminary site design, environmental review fees, construction and permitting fees, installation, and equipment reimbursable costs. The Maricopa County CFI Funded EV Infrastructure Program will pay up to, but no more than 80% of the total project costs as detailed in this agreement. Budget and Period of Performance Written approval by MCAQD is required prior to any changes to the subaward budget. Failure to obtain prior written authorization may result in suspension of the subaward or unallowability of costs. Subaward monies are to be used only during the period of the agreement effective date through the Agreement Term. Any deviation from this schedule must have written prior approval from MCAQD. A request for extension may be considered but will require prior approval by MCAQD and the FHWA a minimum of sixty days before the scheduled end date of the award. Disbursements Payment of sub award monies is to be made once evidence of the completion of the below milestones is submitted to MCAQD. 1. Completion of the preliminary design and NEPA review 2. Equipment Procurement and permits issued 3. Installation completion (Equipment installed and wired, utility connection completion, site restoration and signage installation, passing of final inspections) Page 14 of 17 4. Operational launch (EVCS become accessible for public use) Use of subaward monies is subject to compliance with these conditions of the subaward and satisfactory project performance. MCAQD reserves the right to terminate any project that, in MCAQD’s sole discretion, is not satisfactorily pursuing and fulfilling stated project goals and objectives. Page 15 of 17 Exhibits The following Exhibits are incorporated by reference and made part of this Agreement as if fully set forth herein: • Exhibit A – Scope of Work • Exhibit B – Approved Work Plan • Exhibit C – Approved Project Budget • Exhibit D – FHWA General Terms and Conditions • Exhibit E – Federal Laws and Regulations Reference • Exhibit F – Additional Standard Terms o Exhibit F.1 – Title VI Assurance – Civil rights and Nondiscrimination Appendix 1 – Contractor agreement Appendix 2 – Clauses for deeds transferring United States Property Appendix 3 – Clauses for transfer of real property acquired or improved under the activity, facility, or program Appendix 4 – Clauses for construction/use/access to real property acquired under the activity, facility or program Appendix 5 – Contractor agreement for non-discrimination statutes and authorities o Exhibit F.2 – Debarment, suspension, and other responsibility matters o Exhibit F.3 – Delinquent tax liability or a felony conviction under any Federal Law o Exhibit F.4 – Recipient policy to ban text messaging while driving • Exhibit G – Reporting Requirements, schedule, and reporting forms o Exhibit G.1 – Reporting Requirements and Schedule o Exhibit G.2 – Quarterly Project progress Report Form o Exhibit G.3 – Station Profile, Charging Port, and Contact Information Form • Exhibit H – Milestone Reimbursement Request Forms and Invoice Templates o Exhibit H.1 – Milestone Reimbursement Request Forms o Exhibit H.2 – Invoice Form Page 16 of 17 IN WITNESS WHEREOF, the parties have executed this “Agreement” as of the date set forth above; MARICOPA COUNTY: Kate Brophy-McGee, Chair Maricopa County Board of Supervisors Date Attest by: Juanita Garza, Clerk of the Board Maricopa County City of Phoenix – Office of Sustainability Date Carla De La Chapa, Chief Sustainability Officer City of Phoenix – Office of Sustainability Date Attest by: Denise Archibald, City Clerk City of Phoenix Date Page 17 of 17 Approved as to Form: In accordance with A.R.S. §§ 11-201, 11-251, 11-951 and 11-952 as applicable, the foregoing Agreement has been reviewed by the undersigned attorneys who have determined that said Agreement is in proper form and is within the powers and authority granted to the public body represented by their respective attorneys. Kevin S. Costello, Deputy County Attorney Maricopa County Date David Benton, Legal Counsel City of Phoenix – Office of Sustainability Date