EXHIBIT D - FHWA GENERAL TERMS AND CONDITIONS.PDF

Exhibit D: FHWA General Terms and Conditions

FEDERAL HIGHWAY ADMINISTRATION
GENERAL TERMS AND CONDITIONS
UNDER THE
FISCAL YEAR 2022 and FISCAL YEAR 2023 CHARGING AND FUELING
INFRASTRUCTURE (CFI) GRANT PROGRAM
March 1, 2024
1 of 34

TABLE OF CONTENTS
Contents
GENERAL TERMS AND CONDITIONS ........................................................................................ 6
Article 1 PURPOSE ........................................................................................................................... 6
1.1 Purpose ................................................................................................................................ 6
Article 2 FHWA ROLE ..................................................................................................................... 6
2.1 Federal Highway Administration (FHWA) Responsibilities. ............................................. 6
Article 3 RECIPIENT ROLE ............................................................................................................. 7
3.1 Statements on the Project .................................................................................................... 7
3.2 Statements on Authority and Capacity ................................................................................ 7
3.3 USDOT FHWA Reliance .................................................................................................... 7
3.4 Project Delivery. .................................................................................................................. 8
3.5 Rights and Powers Affecting the Project. ............................................................................ 8
3.6 Notification of Changes to Key Personnel .......................................................................... 8
3.7 Subaward to Designated Subrecipient ................................................................................. 8
3.8 Designated Subrecipient Statements and Responsibilities .................................................. 8
Article 4 AWARD AMOUNT, OBLIGATION, AND TIME PERIODS ......................................... 9
4.1 Federal Award Amount ....................................................................................................... 9
4.2 Federal Obligations. ............................................................................................................. 9
4.3 Budget Period. ................................................................................................................... 10
4.4 Period of Performance ....................................................................................................... 10
Article 5 STATEMENT OF WORK, SCHEDULE, AND BUDGET CHANGES ......................... 11
5.1 Notification Requirement. ................................................................................................. 11
5.2 Scope and Statement of Work Changes ............................................................................ 11
5.3 Schedule Changes.............................................................................................................. 11
5.4 Budget Changes. ................................................................................................................ 11
5.5 FHWA Acceptance of Changes ........................................................................................ 12
Article 6 GENERAL REPORTING TERMS .................................................................................. 13
6.1 Report Submission ............................................................................................................ 13
6.2 Alternative Reporting Methods ......................................................................................... 13
Article 7 PROGRESS AND FINANCIAL REPORTING ............................................................... 13
7.1 Project Progress and Financial Reports and Recertifications ............................................. 13
7.2 Final Progress Reports and Financial Information ............................................................ 13
Article 8 PERFORMANCE REPORTING ...................................................................................... 13
8.1 Baseline Performance Measurement. ................................................................................ 13
8.2 Post-construction Performance Measurement. .................................................................. 14
8.3 Project Outcomes Report .................................................................................................. 14
8.4 Performance Reporting Survival ....................................................................................... 14
Article 9 NONCOMPLIANCE AND REMEDIES .......................................................................... 15
9.1 Noncompliance Determinations. ....................................................................................... 15
9.2 Remedies. .......................................................................................................................... 15
9.3 Other Oversight Entities .................................................................................................... 16
Article 10 AGREEMENT TERMINATION ................................................................................... 16
10.1 FHWA Termination. ......................................................................................................... 16
10.2 Closeout Termination. ....................................................................................................... 17
2 of 34

10.3 Post-Termination Adjustments .......................................................................................... 17
10.4 Non-Terminating Events ................................................................................................... 17
10.5 Other Remedies ................................................................................................................. 17
Article 11 MONITORING, FINANCIAL MANAGEMENT, CONTROLS, AND RECORDS .... 18
11.1 Recipient Monitoring and Record Retention. .................................................................... 18
11.2 Financial Records and Audits. ........................................................................................... 18
11.3 Internal Controls. ............................................................................................................... 18
11.4 USDOT Record Access ..................................................................................................... 18
11.5 Title 23 Oversight Responsibilities ................................................................................... 19
Article 12 CONTRACTING AND SUBAWARDS ........................................................................ 19
12.1 Minimum Wage Rates. ...................................................................................................... 19
12.2 Buy America. ..................................................................................................................... 19
12.3 Small and Disadvantaged Business Requirements. ........................................................... 19
12.4 Engineering and Design Services. ..................................................................................... 19
12.5 Prohibition on Certain Telecommunications and Video Surveillance Services or
Equipment. ........................................................................................................................ 19
12.6 Pass-through Entity Responsibilities ................................................................................. 20
12.7 Subaward and Contract Authorization. .............................................................................. 20
12.8 Requirement to Contract with a Private Entity ................................................................ 20
12.9 Consultation with Indian Tribes ........................................................................................ 21
Article 13 COSTS, PAYMENTS, AND UNEXPENDED FUNDS ................................................ 21
13.1 Limitation of Federal Award Amount ............................................................................... 21
13.2 Projects Costs .................................................................................................................... 21
13.3 Timing of Project Costs. .................................................................................................... 22
13.4 Recipient Recovery of Federal Funds ............................................................................... 22
13.5 Unexpended Federal Funds ............................................................................................... 23
13.6 Timing of Payments to the Recipient. ............................................................................... 23
13.7 Payment Method. ............................................................................................................... 23
13.8 Information Supporting Expenditures. .............................................................................. 23
13.9 Reimbursement Frequency ................................................................................................ 23
Article 14 LIQUIDATION, ADJUSTMENTS, AND FUNDS AVAILABILITY .......................... 23
14.1 Liquidation of Recipient Obligations. ............................................................................... 23
Article 15 AGREEMENT MODIFICATIONS ............................................................................... 24
15.1 Bilateral Modifications ...................................................................................................... 24
15.2 Unilateral Contact Modifications. ...................................................................................... 24
15.3 FHWA Unilateral Modifications. ...................................................................................... 24
15.4 Other Modifications .......................................................................................................... 24
Article 16 CLIMATE CHANGE AND ENVIRONMENTAL JUSTICE ....................................... 24
16.1 Climate Change and Environmental Justice. ..................................................................... 24
Article 17 EQUITY AND BARRIERS TO OPPORTUNITY ......................................................... 25
17.1 Equity and Barriers to Opportunity ................................................................................... 25
Article 18 LABOR AND WORK .................................................................................................... 25
18.1 Labor and Work ................................................................................................................ 25
Article 19 Civil Rights and Title VI ................................................................................................ 25
19.1 Civil Rights and Title VI. .................................................................................................. 25
19.2 Legacy Infrastructure and Facilities .................................................................................. 26
Article 20 CRITICAL INFRASTRUCTURE SECURITY AND RESILIENCE............................ 26
3 of 34

20.1 Critical Infrastructure Security and Resilience. ................................................................ 26
Article 21 FEDERAL FINANCIAL ASSISTANCE, ADMINISTRATIVE, AND NATIONAL
POLICY REQUIREMENTS ........................................................................................................... 27
21.1 Uniform Administrative Requirements for Federal Awards ............................................. 27
21.2 Federal Law and Public Policy Requirements. .................................................................. 27
21.3 Federal Freedom of Information Act. ................................................................................ 27
21.4 History of Performance ..................................................................................................... 27
21.5 Whistleblower Protection. ................................................................................................. 27
21.6 External Award Terms and Obligations. ........................................................................... 27
21.7 Incorporated Certifications ................................................................................................ 28
Article 22 ASSIGNMENT ............................................................................................................... 28
22.1 Assignment Prohibited ...................................................................................................... 28
Article 23 WAIVER ........................................................................................................................ 28
23.1 Waivers. ............................................................................................................................. 28
Article 24 ADDITIONAL TERMS AND CONDITIONS ............................................................... 29
24.1 Effect of Urban or Rural Designation ............................................................................... 29
24.2 Disclaimer of Federal Liability. ........................................................................................ 29
24.3 Relocation and Real Property Acquisition. ........................................................................ 29
24.4 Equipment Disposition. ..................................................................................................... 29
24.5 Environmental Review. ..................................................................................................... 30
24.6 Railroad Coordination ....................................................................................................... 31
Article 25 MANDATORY AWARD INFORMATION .................................................................. 31
25.1 Information Contained in a Federal Award. ...................................................................... 31
25.2 Federal Award Identification Number. .............................................................................. 31
25.3 Recipient’s Unique Entity Identifier. ................................................................................. 31
Article 26 CONSTRUCTION AND DEFINITIONS ...................................................................... 32
26.1 Schedules ........................................................................................................................... 32
26.2 Exhibits .............................................................................................................................. 32
26.3 Construction ...................................................................................................................... 32
26.4 Integration ......................................................................................................................... 33
26.5 Definitions ......................................................................................................................... 33
Article 27 AGREEMENT EXECUTION AND EFFECTIVE DATE ............................................. 33
27.1 Counterparts ...................................................................................................................... 33
27.2 Effective Date .................................................................................................................... 34
4 of 34

Index of Definitions
Designated Subrecipient ................................................................................. Schedule A, Section 9
Environmental Review Entity ....................................................................................................... 29
Federal Share ................................................................................................................................. 12
FHWA ............................................................................................................................................. 6
General Terms and Conditions ...................................................................................................... 32
NOFO .............................................................................................................................................. 6
OMB .............................................................................................................................................. 19
Private Entity …………………………………………………………………………………… 33
Program Statute ............................................................................................................................. 33
Project ........................................................................................................................................... 33
Project Closeout ............................................................................................................................ 17
Project Cost Savings ..................................................................................................................... 12
Recipient… ............................................................................................... Project-Specific Agreement
Project-Specific Agreement ………………………………………………………………………….33
Technical Application ................................................................................................................... 33
5 of 34

GENERAL TERMS AND CONDITIONS
The Infrastructure Investment and Jobs Act, Section 11401 of Pub. L No. 117-58 (Nov. 15, 2021)
(the “IIJA”) made funds available to the United States Department of Transportation (“USDOT”)
for fiscal year (FY) 2022 and FY 2023 for the Charging and Fueling Infrastructure (CFI)
Discretionary Grant Program to strategically deploy publicly accessible electric vehicle charging
infrastructure, hydrogen fueling infrastructure, propane fueling infrastructure, and natural gas
fueling infrastructure along designated alternative fuel corridors or in certain other locations within
communities that will be accessible to all drivers of electric vehicles, hydrogen vehicles, propane
vehicles, and natural gas vehicles. The CFR is codified at 23 U.S.C. 151(f)(2).
On March 14, 2023, the USDOT posted a funding opportunity at Grants.gov for “Charging and
Fueling Infrastructure” grant and funding opportunity number 693JJ323NF00004. The notice of
funding opportunity (“NOFO”) solicited applications for Federal financial assistance under the
FY 2022 and FY 2023 program. On January 11, 2024, the USDOT announced application
selections under the NOFO for the FY 2022 and FY 2023 CFI grant program.
These General Terms and Conditions are incorporated by reference in the project-specific
agreement under the FY 2022 and FY 2023 CFI discretionary grant program. The term “Recipient”
is defined in the project-specific agreement. The project-specific agreement includes schedules A
through K. The project-specific agreement may include special terms and conditions in project-
specific articles or schedules.
ARTICLE 1
PURPOSE
1.1 Purpose. The purpose of this award is to fund the eligible project defined in the project-
specific agreement that has been selected to receive a FY 2022 or FY 2023 CFI Grant. The
parties will accomplish that purpose by achieving the following objectives:
(1) timely completing the Project; and
(2) ensuring that this award does not substitute for non-Federal investment in the
Project, except as proposed in the Technical Application, as modified by schedule
E.
ARTICLE 2
FHWA ROLE
2.1 Federal Highway Administration (FHWA) Responsibilities.
(a) The FHWA is the operating administration under the United State Department of
Transportation (“USDOT”) responsible for the administration of the Grant Program,
the approval and execution of the project-specific agreement, and any modifications
to the project-specific under section 15.1.
6 of 34

ARTICLE 3
RECIPIENT ROLE
3.1 Statements on the Project. The Recipient states that:
(1) all material statements of fact in the Technical Application were accurate when
that application was submitted; and
(2) schedule E documents all material changes in the information contained in that
application.
3.2 Statements on Authority and Capacity. The Recipient states that:
(1) it has the authority to receive Federal financial assistance under the project-specific
agreement;
(2) it has the legal authority to complete the Project;
(3) it has the capacity, including institutional, managerial, and financial capacity, to
comply with its obligations under the project-specific agreement;
(4) not less than the difference between the total eligible project costs listed in section
3 of schedule D and the Grant Amount listed in section 1 of schedule D is
committed to fund the Project;
(5) it has sufficient funds available to ensure that infrastructure completed or
improved under the project-specific agreement will be operated and maintained
in compliance with that agreement and applicable Federal law; and
(6) the individual executing the project-specific agreement on behalf of the Recipient
has authority to enter the project-specific agreement and make the statements in
this article 3 and in section 21.7 on behalf of the Recipient.
3.3 USDOT FHWA Reliance. The Recipient acknowledges that:
(1) the USDOT FHWA relied on statements of fact in the Technical Application to
select the Project to receive this award;
(2) the USDOT FHWA relied on statements of fact in both the Technical Application
and the project-specific agreement to determine that the Recipient and the Project
are eligible under the terms of the CFI NOFO.
(3) the USDOT FHWA relied on statements of fact in both the Technical Application
and the project-specific agreement to establish the terms of the project-specific
agreement; and
(4) the USDOT FHWA’s selection of the Project to receive this award prevented
awards under the NOFO to other eligible applicants.
7 of 34

3.4 Project Delivery.
(a) The Recipient shall complete the Project under the terms of the project-specific agreement.
(b) The Recipient shall ensure that the Project is financed, constructed, operated, and
maintained in accordance with all Federal laws, regulations, and policies that are
applicable to the Project.
3.5 Rights and Powers Affecting the Project.
(a) The Recipient shall not take or permit any action that deprive it of any rights or powers
necessary to the Recipient’s performance under the project-specific agreement without
written approval of the FHWA.
(b) The Recipient shall act promptly, in a manner acceptable to the FHWA, to acquire,
extinguish, or modify any outstanding rights or claims of right of others that would
interfere with the Recipient’s performance under the project-specific agreement.
3.6 Notification of Changes to Key Personnel. The Recipient shall notify all FHWA
representatives who are identified in section 5 of schedule A in writing within 30 calendar
days of any change in key personnel who are identified in section 4 of schedule A.
3.7 Subaward to Designated Subrecipient. If section 9 of schedule A identifies a Designated
Subrecipient:
(1) the Recipient hereby awards a subaward to the Designated Subrecipient for the
purpose described in section 1.1;
(2) the Recipient and the Designated Subrecipient may enter into a separate
agreement, to which the FHWA is not a party, assigning responsibilities,
including administrative and oversight responsibilities, among the Recipient and
the Designated Subrecipient; and
(3) for the purpose of 2 C.F.R. parts 200 and 1201, the Recipient is a pass-through
entity.
3.8 Designated Subrecipient Statements and Responsibilities. If section 9 of schedule A
identifies a Designated Subrecipient:
(1) the Designated Subrecipient affirms all statements and acknowledgments that are
attributed to the Recipient under sections 3.1 and 3.2; and
(2) the Designated Subrecipient assumes the Recipient’s reporting obligations under
article 7.
8 of 34

ARTICLE 4
AWARD AMOUNT, OBLIGATION, AND TIME PERIODS
4.1 Federal Award Amount. This FHWA hereby awards a Grant to the Recipient in the
amount listed in section 1 of schedule D as the Grant Amount.
4.2 Federal Obligations.
(a) If the Federal Obligation Type identified in section 2 of schedule D is “Single,” then the
project-specific agreement obligates for the budget period the amount listed in section 1
of schedule D as the Grant Amount and sections 4.2(c)–4.2(h) do not apply to the project-
specific agreement.
(b) If the Federal Obligation Type identified in section 2 of schedule D is “Multiple,” then an
amount up to the Grant Amount listed in section 1 of schedule D will be obligated with
one initial obligation and one or more subsequent, optional obligations, as described in
sections 4.2(c)–4.2(h).
(c) The Obligation Condition Table in section 2 of schedule D allocates the Grant among
separate portions of the Project for the purpose of the Federal obligation of funds. The
scope of each portion of the Project that is identified in that table is described in section
2 of schedule B.
(d) The project-specific agreement obligates for the budget period only the amounts
allocated in the Obligation Condition Table in section 2 of schedule D to portions
of the Project for which that table does not list an obligation condition.
(e) The project-specific agreement does not obligate amounts allocated in the Obligation
Condition Table in section 2 of schedule D to portions of the Project for which that table
lists an obligation condition. The parties may obligate the amounts allocated to those
portions of the Project only as described in section 4.2(f) or by modifying the project-
specific agreement under article 15.
(f) If the USDOT Payment System identified in section 6 of schedule A is “FMIS,” then for
each portion of the Project for which the Obligation Condition Table in section 2 of
schedule D lists an obligation condition, the amount allocated in that table to that portion
of the Project is obligated if, not later than the statutory lapse date identified in the
project-specific agreement as applicable to the Grant Program, the parties execute an
instrument, in the form provided in Exhibit D, documenting that:
(1) the FHWA determines that the obligation condition listed in that table for that
portion of the Project is satisfied;
(2) the FHWA determines that all applicable Federal requirements for obligating the
amount are satisfied; and
9 of 34

(3) the Recipient states that it is not required to request a modification of the
project-specific agreement under article 5.
(g) The Recipient shall not request reimbursement of costs for a portion of the Project for
which the Obligation Condition Table in section 2 of schedule D lists an obligation
condition, unless the amount allocated in that table to that portion of the Project is
obligated under section 4.2(f) or by modifying the project-specific agreement under
Article 15.
(h) For information with respect to the Recipient’s responsibility to contract with a
Private Entity to pay the non-Federal cost share, see section 12.8 Requirement to
Contract with a Private Entity under Article 12 titled Contracting and Subawards.
(i) The Recipient acknowledges that:
(1) the FHWA is not liable for payments for a portion of the Project for which the
Obligation Condition Table in section 2 of schedule D lists an obligation
condition, unless the amount allocated in that table to that portion of the Project is
obligated under section 4.2(f) or by modifying the project-specific agreement
under Article 15.;
(2) any portion of the Grant that is not obligated under this section 4.2 by the
statutory lapse date identified in the project-specific agreement for those funds
lapses on the day after that date and becomes unavailable for the Project;
(3) the FHWA may consider the failure to obligate funds by the statutory lapse date
identified in the project-specific agreement as applicable to the Grant Program
for those funds to be a basis for terminating the project-specific agreement under
section 10.1; and
(4) the payment of any non-Federal cost share by a Private Entity is solely a
contractual matter between the Recipient and such Private Entity to which the
FHWA is not a party.
4.3 Budget Period. The budget period for this award begins on the date of the project-specific
agreement and ends on the budget period end date that is listed in section 1 of schedule C or
as determined in the FHWA Fiscal Management Information System (“FMIS”). In the
project-specific agreement, “budget period” is used as defined at 2 C.F.R. 200.1.
4.4 Period of Performance.
(a) If the USDOT Payment System identified in section 6 of schedule A is “FMIS,” then the
period of performance for this award begins on the date of the project-specific
agreement and ends on project end date in FMIS.
(b) If the USDOT Payment System identified in section 6 of schedule A is “DELPHI
eInvoicing,” then the period of performance for this award is listed on page 1, line 6 of
10 of 34

the project-specific agreement.
(c) In the project-specific agreement, “period of performance” is used as defined at 2 C.F.R.
200.1.
ARTICLE 5
STATEMENT OF WORK, SCHEDULE, AND BUDGET CHANGES
5.1 Notification Requirement. The Recipient shall notify all FHWA representatives who are
identified in section 5 of schedule A in writing within 30 calendar days of any change in
circumstances or commitments that adversely affect the Recipient’s plan to complete the
Project. In that notification, the Recipient shall describe the change and what actions the
Recipient has taken or plans to take to ensure completion of the Project. This notification
requirement under this section 5.1 is separate from any requirements under this article 5 that
the Recipient request modification of the project-specific agreement.
5.2 Scope and Statement of Work Changes. If the Project’s activities differ from the activities
described in the Technical Application, then the Recipient shall request a modification of the
project-specific agreement in Schedule E.
5.3 Schedule Changes. If one or more of the following conditions are satisfied, then the
Recipient shall request a modification of the project-specific agreement to update schedule
C:
(1) a completion date for the Project or a component of the Project is listed in section
2 of schedule C and the Recipient’s estimate for that milestone changes to a date
that is more than six months after the date listed in section 2 of schedule C;
(2) a schedule change would require the budget period to continue after the budget
period end date listed in section 1 of schedule C; or
(3) the USDOT Payment System identified in section 6 of schedule A is “DELPHI
eInvoicing” and a schedule change would require the period of performance to
continue after the period of performance listed on page 1, line 6 of the project-
specific agreement.
For other schedule changes, the Recipient shall follow the applicable procedures of the
FHWA and document the changes in writing.
5.4 Budget Changes.
(a) The Recipient acknowledges that if the cost of completing the Project increases:
(1) that increase does not affect the Recipient’s obligation under the project-
specific agreement to complete the Project; and
(2) the FHWA will not increase the amount of this award to address any funding
shortfall.
11 of 34

(b) The Recipient shall request a modification of the project-specific agreement to update
schedule D if, in comparing the Project’s budget to the amounts listed in section 3 of
schedule D:
(1) the total “Non-Federal Funds” amount decreases; or
(2) the total eligible project costs amount decreases.
(c) For budget changes that are not identified in section 5.4(b), the Recipient shall follow the
applicable procedures of the FHWA and document the changes in writing.
(d) If there are Project Cost Savings, then the Recipient may propose to the FHWA, in
writing consistent with the FHWA’s requirements, to include in the Project specific
additional activities that are within the scope of this award, as defined in section 1.1 and
schedule B, and that the Recipient could complete with the Project Cost Savings.
In this agreement, “Project Cost Savings” means the difference between the actual
eligible project costs and the total eligible project costs that are listed in section 3 of
schedule D, but only if the actual eligible project costs are less than the total eligible
project costs that are listed in section 3 of schedule D. There are no Project Cost Savings
if the actual eligible project costs are equal to or greater than the total eligible project
costs that are listed in section 3 of schedule D.
(e) If there are Project Cost Savings and either the Recipient does not make a proposal under
section 5.4(d) or the FHWA does not accept the Recipient’s proposal under section
5.4(d), then:
(1) in a request under section 5.4(b), the Recipient shall reduce the Federal Share by
the Project Cost Savings; and
(2) if that modification reduces this award and the FHWA had reimbursed costs
exceeding the revised award, the Recipient shall refund to the FHWA the
difference between the reimbursed costs and the revised award.
In this agreement, “Federal Share” means the sum of the total “CFI Grant Funds” and
“Other Federal Funds” amounts that are listed in section 3 of schedule D.
(f) The Recipient acknowledges that amounts that are required to be refunded under section
5.4(e)(2) constitute a debt to the Federal Government that the FHWA may collect under 2
C.F.R. 200.346 and the Federal Claims Collection Standards (31 C.F.R. parts 900–999).
5.5 FHWA Acceptance of Changes. The FHWA may accept or reject modifications requested
under this article 5, and in doing so may elect to consider only the interests of the Grant
Program and the FHWA. The Recipient acknowledges that requesting a modification under
this article 5 does not amend, modify, or supplement the project-specific agreement unless
the FHWA accepts that modification request and the parties modify the project-specific
agreement under section 15.1.
12 of 34

ARTICLE 6
GENERAL REPORTING TERMS
6.1 Report Submission. The Recipient shall send all reports required by the project-specific
agreement to all FHWA contacts who are listed in section 5 of schedule A.
6.2 Alternative Reporting Methods. The FHWA may establish processes for the Recipient to
submit reports required by the project-specific agreement, including electronic submission
processes. If the Recipient is notified of those processes in writing, the Recipient shall use
the processes required by the FHWA.
ARTICLE 7
PROGRESS AND FINANCIAL REPORTING
7.1 Project Progress and Financial Reports and Recertifications. On or before the 20th day of
the first month of each calendar year quarter and until the end of the period of performance,
the Recipient shall submit to the FHWA a Quarterly Project Progress Report and
Recertification in the format and with the content described in exhibit C. If the date of this
agreement is in the final month of a calendar year quarter, then the Recipient shall submit
the first Quarterly Project Progress Report and Recertification in the second calendar year
quarter that begins after the date of this agreement.
7.2 Final Progress Reports and Financial Information. No later than 120 days after the end of
the period of performance, the Recipient shall submit:
(1) a Final Project Progress Report and Recertification in the format and with the
content described in exhibit C for each Quarterly Project Progress Report and
Recertification, including a final Federal Financial Report (SF-425); and
(2) any other information required under FHWA award closeout
procedures.
ARTICLE 8
PERFORMANCE REPORTING
8.1 Baseline Performance Measurement.
(1) The Recipient shall collect data for each performance measure that is identified
in the Performance Measure Table in schedule G, accurate as of the Baseline
Measurement Date that is identified in schedule G; and
(2) On or before the Baseline Report Date that is stated in schedule G, the
Recipient shall submit a Baseline Performance Measurement Report that
contains the data collected under this section 8.1 and a detailed description of
the data sources, assumptions, variability, and estimated levels of precision for
each performance measure that is identified in the Performance Measure Table
13 of 34

in schedule G.
8.2 Post-construction Performance Measurement.
(1) For each performance measure that is identified in the Performance Measure
Table in schedule G with quarterly measurement frequency, for each of 12
consecutive calendar quarters, beginning with the first calendar quarter that
begins after the Project substantial completion date, at least once during the
quarter, the Recipient shall collect data for that performance measure;
(2) For each performance measure that is identified in the Performance Measure
Table in schedule G with annual measurement frequency, the Recipient shall
collect data for that performance measure on at least three separate occasions: (i)
once during the four consecutive calendar quarters that begin after the Project
substantial completion date; (ii) once during the fourth calendar quarter after the
first collection; and (iii) once during the eighth calendar quarter after the first
collection; and
(3) Not later than January 31 of each year that follows a calendar year during which
data was collected under this section 8.2, the Recipient shall submit to the
USDOT a Post-Project Performance Measurement Report containing the data
collected under this section 8.2 in the previous calendar year and stating the
dates when the data was collected.
If an external factor significantly affects the value of a performance measure collected
under this section 8.2, then the Recipient shall identify that external factor in the Post-
Project Performance Measurement Report and discuss its influence on the performance
measure.
8.3 Project Outcomes Report. The Recipient shall submit to the FHWA, not later than January
31 of the year that follows the final calendar year during which data was collected under
section 8.2, a Project Outcomes Report that contains:
(1) a narrative discussion detailing project successes and the influence of external
factors on project expectations;
(2) all baseline and post-Project performance measurement data that the
Recipient reported in the Baseline Performance Measurement Report and the
Post-Project Performance Measurement Reports; and
(3) an ex post examination of project effectiveness relative to the baseline data that
the Recipient reported in the Baseline Performance Measurement Report.
8.4 Performance Reporting Survival. The data collection and reporting requirements in this
article 8 survive the termination of this agreement.
14 of 34

ARTICLE 9
NONCOMPLIANCE AND REMEDIES
9.1 Noncompliance Determinations.
(a) If the FHWA determines that the Recipient may have failed to comply with the United
States Constitution, Federal law, or the terms and conditions of the project-specific
agreement, the FHWA may notify the Recipient of a proposed determination of
noncompliance. For the notice to be effective, it must be written and the FHWA must
include an explanation of the nature of the noncompliance, describe a remedy, state
whether that remedy is proposed or effective at an already determined date, and describe
the process through and form in which the Recipient may respond to the notice.
(b) If the FHWA notifies the Recipient of a proposed determination of noncompliance under
section 9.1(a), the Recipient may, not later than 7 calendar days after the notice, respond
to that notice in the form and through the process described in that notice. In its response,
the Recipient may:
(1) accept the remedy;
(2) acknowledge the noncompliance, but propose an alternative remedy; or
(3) dispute the noncompliance.
To dispute the noncompliance, the Recipient must include in its response documentation
or other information supporting the Recipient’s compliance.
(c) The FHWA may make a final determination of noncompliance only:
(1) after considering the Recipient’s response under section 9.1(b); or
(2) if the Recipient fails to respond under section 9.1(b), after the time for that
response has passed.
(d) To make a final determination of noncompliance, the FHWA must provide a notice to
the Recipient that states the bases for that determination.
9.2 Remedies.
(a) If the FHWA makes a final determination of noncompliance under section 9.1, the
FHWA may impose a remedy, including:
(1) additional conditions on the award;
(2) any remedy permitted under 2 C.F.R. 200.339–200.340, including withholding of
payments; disallowance of previously reimbursed costs, requiring refunds from
the Recipient to the FHWA; suspension or termination of the award; or
suspension and disbarment under 2 C.F.R. part 180; or
15 of 34

(3) any other remedy legally available.
(b) To impose a remedy, the FHWA must provide a written notice to the Recipient that
describes the remedy, but the FHWA may make the remedy effective before the
Recipient receives that notice.
(c) If the FHWA determines that it is in the public interest, the FHWA may impose a
remedy, including all remedies described in section 9.2(a), before making a final
determination of noncompliance under section 9.1. If it does so, then the notice provided
under section 9.1(d) must also state whether the remedy imposed will continue, be
rescinded, or modified.
(d) In imposing a remedy under this section 9.2 or making a public interest determination
under section 9.2(c), the FHWA may elect to consider the interests of only the FHWA.
(e) The Recipient acknowledges that amounts that the FHWA requires the Recipient to
refund to the FHWA due to a remedy under this section 9.2 constitute a debt to the
Federal Government that the FHWA may collect under 2 C.F.R. 200.346 and the
Federal Claims Collection Standards (31 C.F.R. parts 900–999).
9.3 Other Oversight Entities. Nothing in this article 9 limits any party’s authority to report
activity under the project-specific agreement to the United States Department of
Transportation Inspector General or other appropriate oversight entities.
ARTICLE 10
AGREEMENT TERMINATION
10.1 FHWA Termination.
(a) The FHWA may terminate the project-specific agreement and all of its obligations under
this agreement if any of the following occurs:
(1) the Recipient fails to obtain or provide any non- Grant contribution or alternatives
approved by the FHWA as provided in the project-specific agreement and
consistent with schedule D;
(2) a completion date for the Project or a component of the Project is listed in section
2 of schedule C and the Recipient fails to meet that milestone by six months after
the date listed in section 2 of schedule C;
(3) the Recipient fails to meet a milestone listed in section 3 of schedule C by the
deadline date listed in that section for that milestone;
(4) the Recipient fails to comply with the terms and conditions of the project-
specific agreement, including a material failure to comply with the project
schedule in schedule C even if it is beyond the reasonable control of the
Recipient;
16 of 34

(5) circumstances cause changes to the Project that the FHWA determines are
inconsistent with the FHWA’s basis for selecting the Project to receive a Grant;
or
(6) the FHWA determines that termination of the project-specific agreement is in the
public interest.
(b) In terminating the project-specific agreement under this section, the FHWA may elect to
consider only the interests of the FHWA.
(c) This section 10.1 does not limit the FHWA’s ability to terminate the project-specific
agreement as a remedy under section 9.2.
(d) The Recipient may request that the FHWA terminate the project-specific agreement
under this section 10.1.
10.2 Closeout Termination.
(a) The project-specific agreement terminates on Project Closeout.
(b) In the project-specific agreement, “Project Closeout” means the date that the FHWA
notifies the Recipient that the award is closed out. Under 2 C.F.R. 200.344, Project
Closeout should occur no later than one year after the end of the period of performance.
10.3 Post-Termination Adjustments. The Recipient acknowledges that under 2 C.F.R. 200.345–
200.346, termination of the project-specific agreement does not extinguish the FHWA’s
authority to disallow costs, including costs that the FHWA reimbursed before termination,
and recover funds from the Recipient.
10.4 Non-Terminating Events.
(a) The end of the budget period described under section 4.4 does not terminate the
project-specific agreement or the Recipient’s obligations under the project-
specific agreement.
(b) The end of the period of performance described under section 4.5 does not terminate the
project-specific agreement or the Recipient’s obligations under the project-specific
agreement.
(c) The cancellation of funds under section 6 of schedule D does not terminate the
project-specific agreement or the Recipient’s obligations under the project-specific
agreement.
10.5 Other Remedies. The termination authority under this article 10 supplements and does not
limit the FHWA’s remedial authority under article 9 or 2 C.F.R. part 200, including 2 C.F.R.
200.339–200.340.
17 of 34

ARTICLE 11
MONITORING, FINANCIAL MANAGEMENT, CONTROLS, AND RECORDS
11.1 Recipient Monitoring and Record Retention.
(a) The Recipient shall monitor activities under this award, including activities under
subawards and contracts, to ensure:
(1) that those activities comply with the project-specific agreement; and
(2) that funds provided under this award are not expended on costs that are not
allowable under this award or not allocable to this award.
(b) If the Recipient makes a subaward under this award, the Recipient shall monitor the
activities of the subrecipient in compliance with 2 C.F.R. 200.332(d).
(c) The Recipient shall retain records relevant to the award as required under 2 C.F.R.
200.334.
11.2 Financial Records and Audits.
(a) The Recipient shall keep all project accounts and records that fully disclose the amount
and disposition by the Recipient of the award funds, the total cost of the Project, and the
amount or nature of that portion of the cost of the Project supplied by other sources, and
any other financial records related to the project.
(b) The Recipient shall keep accounts and records described under section 11.2(a) in
accordance with a financial management system that meets the requirements of 2 C.F.R.
200.301–200.303, 2 C.F.R. 200 subpart F, and title 23, United States Code, and will
facilitate an effective audit in accordance with 31 U.S.C. 7501–7506.
(c) The Recipient shall separately identify expenditures under the fiscal year of the Grant
Program in financial records required for audits under 31 U.S.C. 7501–7506.
Specifically, the Recipient shall:
(1) list expenditures under that program separately on the schedule of expenditures of
Federal awards required under 2 C.F.R. 200 subpart F, including the Federal
Fiscal Year (“FY”) in the program name; and
(2) list expenditures under that program on a separate row under Part II, Item 1
(“Federal Awards Expended During Fiscal Period”) of Form SF-SAC, including
the Federal Fiscal Year (“FY”) in column c (“Additional Award
Identification”).
11.3 Internal Controls. The Recipient shall establish and maintain internal controls as required
under 2 C.F.R. 200.303.
11.4 USDOT Record Access. The FHWA may access Recipient records related to this award
under 2 C.F.R. 200.337.
18 of 34

11.5 Title 23 Oversight Responsibilities. This award is subject to the oversight program at 23
U.S.C. 106(g).
ARTICLE 12
CONTRACTING AND SUBAWARDS
12.1 Minimum Wage Rates. The Recipient shall include, in all contracts in excess of $2,000 for
construction work to be performed on a Federal-aid highway (or work that is treated as if
performed on a Federal-aid highway) under the Project that involves labor, provisions
establishing minimum rates of wages, to be predetermined by the United States Secretary of
Labor, in accordance with 23 U.S.C. 113 and 23 U.S.C. 109(s)(2), as applicable, that
contractors shall pay to skilled and unskilled labor, and such minimum rates shall be stated
in the invitation for bids and shall be included in proposals or bids for the work.
12.2 Buy America.
(a) Steel, iron, and manufactured products used in the Project are subject to 23 U.S.C. 313,
as implemented by the FHWA. The Recipient acknowledges that the project-specific
agreement is neither a waiver of 23 U.S.C. 313(a) nor a finding under 23 U.S.C. 313(b).
(b) Construction materials used in the Project are subject to the domestic preference
requirement at § 70914 of the Build America, Buy America Act, Pub. L. No. 117-58, div.
G, tit. IX, subtit. A, 135 Stat. 429, 1298 (2021), as implemented by Office of
Management and Budget (OMB), USDOT, and FHWA. The Recipient acknowledges
that the project-specific agreement is neither a waiver of § 70914(a) nor a finding under §
70914(b).
(c) Under 2 C.F.R. 200.322, as appropriate and to the extent consistent with law, the
Recipient should, to the greatest extent practicable under this award, provide a preference
for the purchase, acquisition, or use of goods, products, or materials produced in the
United States. The Recipient shall include the requirements of 2 C.F.R. 200.322 in all
subawards including all contracts and purchase orders for work or products under this
award.
12.3 Small and Disadvantaged Business Requirements. The Recipient shall comply with 49
C.F.R. part 26 (“Participation by disadvantaged business enterprises in Department of
Transportation financial assistance programs”). For the purpose of 49 C.F.R. 26.3 that part
applies to the Recipient.
12.4 Engineering and Design Services. As applicable, the Recipient shall award each contract or
sub- contract for program management, construction management, planning studies,
feasibility studies, architectural services, preliminary engineering, design, engineering,
surveying, mapping, or related services that is negotiated under the Brooks Act, 40 U.S.C.
1101-1104 as implemented in 23 U.S.C. 112(b)(2), or an equivalent qualifications-based
requirement prescribed for or by the Recipient and approved in writing by the USDOT.
12.5 Prohibition on Certain Telecommunications and Video Surveillance Services or
Equipment. The Recipient acknowledges that Section 889 of Pub. L. No. 115-232 and 2
19 of 34

C.F.R. 200.216 prohibit the Recipient and all subrecipients from procuring or obtaining
certain telecommunications and video surveillance services or equipment under the Grant
award.
12.6 Pass-through Entity Responsibilities. If the Recipient makes a subaward under the Grant
award, the Recipient shall comply with the requirements on pass-through entities under 2
C.F.R. parts 200 and 1201, including 2 C.F.R. 200.331–200.333 and 23 U.S.C. 106(g)(4)
where applicable.
12.7 Subaward and Contract Authorization.
(a) If the FHWA Office for Subaward and Contract Authorization identified in section 7 of
schedule A is “FHWA Division,” then the Recipient shall comply with subaward and
contract authorization requirements under 23 C.F.R chapter I.
(b) If the FHWA Office for Subaward and Contract Authorization identified in section 7 of
schedule A is “FHWA Office of Acquisition and Grants Management,” then the
Recipient may be required to obtain prior written approval from the FHWA agreement
officer pursuant to 2 C.F.R. 200.308 and 23 C.F.R. 172 as applicable for the subaward
or contracting out of any CFI Planning Grant work under the project-specific agreement
above the Simplified Acquisition Threshold. Approvals under 2 C.F.R. 200.308 will be
contingent upon a fair and reasonable price determination on the part of the Recipient
and the agreement officer’s concurrence on that determination. This provision does not
apply to the acquisition of supplies, material, equipment, or general support services.
12.8 Requirement to Contract with a Private Entity
(a) If the award is designated as “Corridor” in section 1 of schedule F, then the Recipient
must enter into a contract with a Private Entity for the acquisition and installation of the
charging and fueling infrastructure provided for under the Grant award as required by
23 U.S.C. 151(f)(6)(A). The Recipient may also enter into a contract with a Private
Entity for the operations and maintenance of the charging and fueling infrastructure
provided for under the Grant award as provided by 23 U.S.C. 151(f)(6)(C).
(b) If the award is designated as “Community” in section 1 of schedule F, then the
Recipient may enter into a contract with a Private Entity for the acquisition,
construction, installation, operations or maintenance of the charging and fueling
infrastructure provided for under the Grant award as provided by 23 U.S.C.
151(f)(8)(H).
(c) For a contract awarded under a Corridor award, the Recipient must require the Private
Entity to pay the non-Federal cost share for the portion of the contract value that
includes acquisition, installation, operations, and maintenance of charging and fueling
infrastructure as required by 23 U.S.C. 151(f)(6)(A), 23 U.S.C. 151(f)(6)(C), and 23
U.S.C. 151(f)(10)(B). If a recipient is unable to execute a contract with the Private
Entity to pay the non-Federal cost share, FHWA will not consider the recipient to be in
violation or noncompliance of the grant agreement pursuant to 23 CFR 1.36. As
provided in section 4.2, the Recipient shall be ultimately responsible for meeting the
20 of 34

non-Federal share under the award.
(d) For a contract awarded under a Community award, the Recipient must require the
Private Entity to pay the non-Federal cost share for the portion of the contract value that
includes acquisition, construction, installation, operations, and maintenance of charging
and fueling infrastructure as required by 23 U.S.C. 151(f)(8)(H) and 23 U.S.C.
151(f)(10)(B). If a recipient is unable to execute a contract with the Private Entity to
pay the non-Federal cost share, FHWA will not consider the recipient to be in violation
or noncompliance of the grant agreement pursuant to 23 CFR 1.36. As provided in
section 4.2, the Recipient shall be ultimately responsible for meeting the non-Federal
share under the award.
(e) As provided at 23 U.S.C. 151(f)(6)(E)(i), contracts awarded for the acquisition and
installation of charging and fueling infrastructure under award may provide for revenue
sharing between the Recipient and the Private Entity. Pursuant to 23 U.S.C.
151(f)(6)(E)(ii), any revenues received by the Recipient under such an arrangement
must be used only for projects that are eligible under title 23, United States Code.
12.9 Consultation with Indian Tribes. As provided at 23 U.S.C. 151(f)(6)(B), any charging and
fueling infrastructure acquired or installed with funds awarded under 23 U.S.C. 151(f) shall
be located along alternate fuel corridors that have been designed under 23 U.S.C. 151 only if
any affected Indian Tribes are consulted prior to the designation. Accordingly, prior to
commencing any work for the acquisition or installation of charging and fueling
infrastructure under the award, the Recipient must produce documentation demonstrating
that any affected Tribes have been consulted concerning such acquisition and installation.
Such consultation may be satisfied through other applicable required processes, such as the
Section 106 (of the National Historic Preservation Act) process.
ARTICLE 13
COSTS, PAYMENTS, AND UNEXPENDED FUNDS
13.1 Limitation of Federal Award Amount. Under the Grant Program award, the FHWA shall
not provide funding greater than the amount obligated under section 4.3, and FMIS as
applicable. The Recipient acknowledges that the FHWA is not liable for payments exceeding
that amount, and the Recipient shall not request reimbursement of costs exceeding that
amount.
13.2 Projects Costs.
(a) The Grant Program award is subject to the cost principles at 2 C.F.R. 200 subpart E,
including provisions on determining allocable costs and determining allowable costs.
(b) Operating Assistance. As provided at 23 U.S.C. 151(f)(6)(C), if included within the
scope of the award, the Recipient may use grant funds for operating assistance (as defined
at 23 U.S.C. 151(f)(6)(C)(ii)) for any charging and fueling infrastructure that has been
acquired and installed with funds awarded under 23 U.S.C. 151(f). Eligibility for any such
21 of 34

operating assistance is limited to a period of 5 years after the date of installation, and the
amounts allowed for such assistance may not exceed the amount of the contract for the
acquisition and installation of the charging and fueling infrastructure.
(c) Traffic Control Devices. As provided at 23 U.S.C. 151(f)(6)(D), if included within the
scope of the award, the Recipient may use grant funds to acquire and install traffic control
devices for charging and fueling infrastructure that has been acquired and installed with
funds awarded under 23 U.S.C. 151(f). The amounts allowed for the acquisition and
installation of such traffic control devices may not exceed the amount of the contract for
the acquisition and installation of the charging and fueling infrastructure. Any such traffic
control devices must comply with the Manual of Uniform Traffic Control Devices.
(d) Education and Community Engagement. As provided at 23 U.S.C. 151(f)(8)(K), for
any award designated as “Community” in section 1 of schedule F, and where included
within the scope of such award, the Recipient may not use more than 5 percent of the grant
award for the costs for educational and community engagement activities to develop and
implement education programs through partnerships with schools, community
organizations, and vehicle dealerships to support the use of zero-emission vehicles and
associated infrastructure.
13.3 Timing of Project Costs.
(a) The Recipient shall not charge to the Grant Program award costs that are incurred
after the budget period.
(b) Except as permitted under section 13.3(d)-(f), the Recipient shall not charge to the Grant
award costs that were incurred before the date of the project-specific agreement.
(c) The execution of the project-specific agreement will terminate and supersede any
previous FHWA approval for the Recipient to incur costs under the Grant Program
award for the Project. Section 5 of schedule D is the exclusive FHWA approval of costs
incurred before the date of the project-specific agreement.
(d) Reserved.
(e) If the USDOT Payment System identified in section 6 of schedule A is “DELPHI
eInvoicing” and section 5 of schedule D identifies a pre-award approval under 2 C.F.R.
200.458, then the Recipient may charge to the Grant Program award, for payment from
the Grant Program grant or other Federal amounts, costs that were incurred before the
date of the project-specific agreement, were consistent with that approval, and would
have been allowable if incurred during the budget period.
13.4 Recipient Recovery of Federal Funds. The Recipient shall make all reasonable efforts,
including initiating litigation, if necessary, to recover Federal funds if the FHWA
determines, after consultation with the Recipient, that those funds have been spent
fraudulently, wastefully, or in violation of Federal laws, or misused in any manner under this
award. The Recipient shall not enter a settlement or other final position, in court or
otherwise, involving the recovery of funds under the Grant award unless approved in advance
in writing by the FHWA.
22 of 34

13.5 Unexpended Federal Funds. Any Federal funds that are awarded at section 4.1 but not
expended on allocable, allowable costs remain the property of the United States.
13.6 Timing of Payments to the Recipient.
(a) Reimbursement is the payment method for the Grant Program.
(b) The Recipient shall not request reimbursement of a cost before the Recipient has entered
into an obligation for that cost.
13.7 Payment Method.
(a) If the USDOT Payment System identified in section 6 of schedule A is “FMIS,” then the
Recipient shall follow FMIS procedures to request and receive reimbursement payments
under this award.
(b) If the USDOT Payment System identified in section 6 of schedule A is “DELPHI
eInvoicing,” then the Recipient shall use the DELPHI eInvoicing System to request
reimbursement under this award unless the FHWA agreement officer provides written
approval for the Recipient to use a different request and payment method.
(c) The FHWA may deny a payment request that is not submitted using the method
identified in this section 13.7.
13.8 Information Supporting Expenditures.
(a) If the USDOT Payment System identified in section 6 of schedule A is “DELPHI
eInvoicing,” then when requesting reimbursement of costs incurred or credit for cost
share incurred, the Recipient shall electronically submit the SF 271 (Outlay Report and
Request for Reimbursement for Construction Programs) or the SF 270 (Request for
Advance or Reimbursement), as applicable, shall identify the Federal share and the
Recipient’s share of costs, and shall submit supporting cost detail to clearly document
all costs incurred. As supporting cost detail, the Recipient shall include a detailed
breakout of all costs incurred, including direct labor, indirect costs, other direct costs,
and travel.
(b) If the Recipient submits a request for reimbursement that the FHWA determines does
not include or is not supported by sufficient detail, the FHWA may deny the request or
withhold processing the request until the Recipient provides sufficient detail.
13.9 Reimbursement Frequency. If the USDOT Payment System identified in section 6 of
schedule A is “DELPHI eInvoicing,” then the Recipient shall not request reimbursement
more frequently than monthly.
ARTICLE 14
LIQUIDATION, ADJUSTMENTS, AND FUNDS AVAILABILITY
14.1 Liquidation of Recipient Obligations.
23 of 34

(a) The Recipient shall liquidate all obligations of award funds under the project-specific
agreement not later than the earlier of (1) 120 days after the end of the period of
performance or (2) the statutory funds cancellation date identified in section 6 of
schedule F, if applicable.
(b) Liquidation of obligations and adjustment of costs under the project-specific
agreement follow the requirements of 2 C.F.R. 200.344–200.346.
ARTICLE 15
AGREEMENT MODIFICATIONS
15.1 Bilateral Modifications. The parties may amend, modify, or supplement the project-specific
agreement by mutual agreement in writing signed by the FHWA and the Recipient. Either
party may request to amend, modify, or supplement the project-specific agreement by
written notice to the other party.
15.2 Unilateral Contact Modifications.
(a) The Recipient may update the contacts who are listed in section 3 of schedule A by
written notice to all of the FHWA contacts who are listed in section 5 of schedule A and
section 2.2.
(b) The FHWA may update the contacts who are listed in section 5 of schedule by written
notice to all of the Recipient contacts who are listed in section 3 of schedule A.
15.3 FHWA Unilateral Modifications.
(a) The FHWA may unilaterally modify the project-specific agreement to comply
with Federal law, including the Program Statute.
(b) To unilaterally modify the project-specific agreement under this section 15.3, the FHWA
must provide a notice to the Recipient that includes a description of the modification and
state the date that the modification is effective.
15.4 Other Modifications. The parties shall not amend, modify, or supplement the project-
specific agreement except as permitted under sections 15.1, 15.2, or 15.3. If an amendment,
modification, or supplement is not permitted under section 15.1, not permitted under section
15.2, and not permitted under section 15.3, it is void.
ARTICLE 16
CLIMATE CHANGE AND ENVIRONMENTAL JUSTICE
16.1 Climate Change and Environmental Justice. Consistent with Executive Order 14008,
“Tackling the Climate Crisis at Home and Abroad” (Jan. 27, 2021), schedule H documents
the consideration of climate change and environmental justice impacts of the Project.
24 of 34

ARTICLE 17
EQUITY AND BARRIERS TO OPPORTUNITY
17.1 Equity and Barriers to Opportunity. Consistent with Executive Order 13985, “Advancing
Racial Equity and Support for Underserved Communities Through the Federal Government”
(Jan. 20, 2021), schedule I documents activities related to the Project to improve racial
equity and reduce barriers to opportunity.
ARTICLE 18
LABOR AND WORK
18.1 Labor and Work. Consistent with Executive Order 14025, “Worker Organizing and
Empowerment” (Apr. 26, 2021), and Executive Order 14052, “Implementation of the
Infrastructure Investment and Jobs Act” (Nov. 15, 2021), schedule J documents the
consideration of job quality and labor rights, standards, and protections related to the Project.
ARTICLE 19
CIVIL RIGHTS AND TITLE VI
19.1 Civil Rights and Title VI.
(a) Consistent with Executive Order 13985, “Advancing Racial Equity and Support for
Underserved Communities Through the Federal Government” (Jan. 20, 2021), Executive
Order 14091, “Further Advancing Racial Equity and Support for Underserved Communities
Through the Federal Government” (Feb. 16, 2023), and DOT Order 1000.12C, “The U.S.
Department of Transportation Title VI Program” (June 11, 2021), the purpose of sections
19.1(b)-192.1(c) is to ensure that the Recipient has a plan to comply with civil rights
obligations and nondiscrimination laws, including Title VI and 49 C.F.R. part 21.
(b) If the Recipient Type Designation in section 1 of schedule K is “Existing,” then the
Recipient shall submit to the FHWA either:
(1) not later than one month after the date of this agreement, documentation showing that
the Recipient has complied with all reporting requirements under the FHWA’s
implementation of Title VI; or
(2) not later than six months after the date of this agreement, both a Title VI Plan and a
Community Participation Plan, as those plans are described in chapter II, sections 3–4
of DOT Order 1000.12C.
(c) If the Recipient Type Designation in section 1 of schedule K is “New,” then the FHWA
completed a Title VI Assessment of the Recipient, as described in chapter II, section 2 of
DOT Order 1000.12C, before entering this agreement, as documented in section 2 of
schedule K.
25 of 34

(d) In this section 12.1, “Title VI” means Title VI of the Civil Rights Act of 1964, Pub. L. No.
88-352 (codified at 42 U.S.C. 2000d to 2000d-4a).
19.2 Legacy Infrastructure and Facilities. In furtherance of the Americans with Disabilities Act
of 1990 (ADA), Pub. L. No. 101-336 (codified at 42 U.S.C. 12101-12213), and Section 504
of the Rehabilitation Act of 1973, Pub. L. No. 93-112 (codified at 29 U.S.C. 794), not later
than one year after the date of this agreement, the Recipient shall develop a plan to address
any legacy infrastructure or facilities that are not compliant with ADA standards and are
involved in, or closely associated with, the Project. Consistent with 49 C.F.R. part 27, even
in the absence of prior discriminatory practice or usage, a Recipient administering a program
or activity receiving Federal financial assistance is expected to take action to ensure that no
person is excluded from participation in or denied the benefits of the program or activity on
the basis of disability.
ARTICLE 20
CRITICAL INFRASTRUCTURE SECURITY AND RESILIENCE
20.1 Critical Infrastructure Security and Resilience.
(a) Consistent with Presidential Policy Directive 21, “Critical Infrastructure Security and
Resilience” (Feb. 12, 2013), and the National Security Presidential Memorandum on
Improving Cybersecurity for Critical Infrastructure Control Systems (July 28, 2021), the
Recipient shall consider physical and cyber security and resilience in planning, design, and
oversight of the Project.
(b) If the Security Risk Designation in section 3 of schedule F is “Elevated,” then, not later
that than two years after the date of this agreement, the Recipient shall submit to the
FHWA a report that:
(1) identifies a cybersecurity Point of Contact for the transportation infrastructure
being improved in the Project;
(2) summarizes or contains a cybersecurity incident reporting plan for the
transportation infrastructure being improved in the Project;
(3) summarizes or contains a cybersecurity incident response plan for the
transportation infrastructure being improved in the Project;
(4) documents the results of a self-assessment of the Recipient’s cybersecurity posture
and capabilities; and
(5) describes any additional actions that the Recipient has taken to consider or address
cybersecurity risk of the transportation infrastructure being improved in the Project.
26 of 34

ARTICLE 21
FEDERAL FINANCIAL ASSISTANCE, ADMINISTRATIVE, AND NATIONAL POLICY
REQUIREMENTS
21.1 Uniform Administrative Requirements for Federal Awards. The Recipient shall comply
with the obligations on non-Federal entities under 2 C.F.R. parts 200 and 1201.
21.2 Federal Law and Public Policy Requirements.
(a) The Recipient shall ensure that Federal funding is expended in full accordance with the
United States Constitution, Federal law, and statutory and public policy requirements:
including but not limited to, those protecting free speech, religious liberty, public welfare,
the environment, and prohibiting discrimination.
(b) The failure of the project-specific agreement to expressly identify Federal law applicable
to the Recipient or activities under the project-specific agreement does not make that law
inapplicable.
21.3 Federal Freedom of Information Act.
(a) The FHWA is subject to the Freedom of Information Act, 5 U.S.C. 552.
(b) The Recipient acknowledges that the Technical Application and materials submitted to
the FHWA by the Recipient related to this agreement may become FHWA records
subject to public release under 5 U.S.C. 552.
21.4 History of Performance. Under 2 C.F.R 200.206, any Federal awarding agency may
consider the Recipient’s performance under the project-specific agreement, when evaluating
the risks of making a future Federal financial assistance award to the Recipient.
21.5 Whistleblower Protection.
(a) The Recipient acknowledges that it is a “grantee” within the scope of 41 U.S.C. 4712,
which prohibits the Recipient from taking certain actions against an employee for certain
disclosures of information that the employee reasonably believes are evidence of gross
mismanagement of the Grant Program award, gross waste of Federal funds, or a violation
of Federal law related this this award.
(b) The Recipient shall inform its employees in writing of the rights and remedies provided
under 41 U.S.C. 4712, in the predominant native language of the workforce.
21.6 External Award Terms and Obligations.
(a) In addition to this document and the contents described in article 26 the project-
specific agreement includes the following additional terms as integral parts:
(1) Appendix A to 2 C.F.R. part 25: System for Award Management and Universal
Identifier Requirements;
27 of 34

(2) Appendix A to 2 C.F.R. part 170: Reporting Subawards and Executive
Compensation;
(3) 2 C.F.R 175.15(b): Trafficking in Persons; and
(4) Appendix XII to 2 C.F.R. part 200: Award Term and Condition for Recipient
Integrity and Performance Matters.
(b) The Recipient shall comply with:
(1) 49 C.F.R. part 20: New Restrictions on Lobbying;
(2) 49 C.F.R. part 21: Nondiscrimination in Federally-Assisted Programs of the
Department of Transportation—Effectuation of Title VI of the Civil Rights Act of
1964;
(3) 49 C.F.R. part 27: Nondiscrimination on the Basis of Disability in Programs or
Activities Receiving Federal Financial Assistance;
(4) 23 C.F.R. Chapter 1: Federal Highway Administration, Department of
Transportation as, applicable to the Recipient.
(5) Subpart B of 49 C.F.R. part 32: Governmentwide Requirements for Drug-free
Workplace (Financial Assistance).
21.7 Incorporated Certifications. The Recipient makes the statements in the following
certifications, which are incorporated by reference:
(1) Appendix A to 49 CFR part 20 (Certification Regarding Lobbying).
ARTICLE 22
ASSIGNMENT
22.1 Assignment Prohibited. The Recipient shall not transfer to any other entity any discretion
granted under this agreement, any right to satisfy a condition under this agreement, any
remedy under this agreement, or any obligation imposed under this agreement.
ARTICLE 23
WAIVER
23.1 Waivers.
(a) A waiver of a term of the project-specific agreement granted by the FHWA will not be
effective unless it is in writing and signed by an authorized representative of the
FHWA.
28 of 34

(b) A waiver of a term of the project-specific agreement granted by the FHWA on one
occasion will not operate as a waiver on other occasions.
(c) If the FHWA fails to require strict performance of a term of the project-specific
agreement, fails to exercise a remedy for a breach of the project-specific agreement, or
fails to reject a payment during a breach of the project-specific agreement, that failure
does not constitute a waiver of that term or breach.
ARTICLE 24
ADDITIONAL TERMS AND CONDITIONS
24.1 Effect of Urban or Rural Designation. As applicable to the Grant Program, based on
information that the Recipient provided to the FHWA, including the Technical Application,
if section 1 of schedule F designates the Grant award as an urban award or a rural award, as
defined in the NOFO, then the Recipient shall comply with the requirements that accompany
that designation on geographic location.
24.2 Disclaimer of Federal Liability. The FHWA shall not be responsible or liable for any
damage to property or any injury to persons that may arise from, or be incident to,
performance or compliance with the project-specific agreement.
24.3 Relocation and Real Property Acquisition.
(a) The Recipient shall comply with the land acquisition policies in 49 C.F.R. part 24
subpart B and shall pay or reimburse property owners for necessary expenses as
specified in that subpart.
(b) The Recipient shall provide a relocation assistance program offering the services
described in 49 C.F.R. part 24 subpart C and shall provide reasonable relocation
payments and assistance to displaced persons as required in 49 C.F.R. part 24
subparts D–E.
(c) The Recipient shall make available to displaced persons, within a reasonable period of
time prior to displacement, comparable replacement dwellings in accordance with 49
C.F.R. part 24 subpart E.
24.4 Equipment Disposition.
(a) In accordance with 2 C.F.R. 200.313 and 1201.313, if the Recipient or a subrecipient
acquires equipment under the Grant Program award, then when that equipment is no
longer needed for the Project:
(1) if the entity that acquired the equipment is a State or a subrecipient of a State, that
entity shall dispose of that equipment in accordance with State laws and
procedures; and
(2) if the entity that acquired the equipment is neither a State nor a subrecipient of a
State, that entity shall request disposition instructions from the FHWA.
29 of 34

(b) In accordance with 2 C.F.R. 200.443(d), the distribution of the proceeds from the
disposition of equipment must be made in accordance with 2 C.F.R. 200.313–200.316
and 2 C.F.R. 1201.313.
(c) The Recipient shall ensure compliance with this section 24.4 for all tiers of subawards
under the Grant Program award.
24.5 Environmental Review.
(a) In this section, “Environmental Review Entity” means:
(1) if the Project is located in a State that has assumed responsibilities for
environmental review activities under 23 U.S.C. 326 or 23 U.S.C. 327 and the
Project is within the scope of the assumed responsibilities, the State; and
(2) for all other cases, the FHWA.
(b) Except as authorized under section 24.5(c), the Recipient shall not begin final design;
acquire real property, construction materials, or equipment; begin construction; or take
other actions that represent an irretrievable commitment of resources for the Project
unless and until:
(1) the Environmental Review Entity complies with the National Environmental
Policy Act, 42 U.S.C. 4321 to 4370m-12, and any other applicable environmental
laws and regulations; and
(2) if the Environmental Review Entity is not the Recipient, the Environmental
Review Entity provides the Recipient with written notice that the environmental
review process is complete.
(c) If the Recipient is using procedures for early acquisition of real property under 23 C.F.R.
710.501 or hardship and protective acquisitions of real property 23 C.F.R. 710.503, the
Recipient shall comply with 23 C.F.R. 771.113(d)(1).
(d) The Recipient acknowledges that:
(1) the Environmental Review Entity’s actions under section 24.5(a) depend on the
Recipient conducting necessary environmental analyses and submitting necessary
documents to the Environmental Review Entity; and
(2) applicable environmental statutes and regulation may require the Recipient to
prepare and submit documents to other Federal, State, and local agencies.
(e) Consistent with 23 C.F.R. 771.105(a), to the extent practicable and consistent with
Federal law, the Recipient shall coordinate all environmental investigations, reviews, and
consultations as a single process.
(f) The activities described in schedule B and other information described in the project-
specific agreement may inform environmental decision-making processes, but the
parties do not intend the project-specific agreement to document the alternatives under
30 of 34

consideration under those processes. If a build alternative is selected that does not align
with schedule B or other information in the project-specific agreement, then:
(1) the parties may amend the project-specific agreement under section 15.1 for
consistency with the selected build alternative; or
(2) if the FHWA determines that the condition at section 10.1(a)(5) is satisfied, the
FHWA may terminate the project-specific agreement under section 10.1(a)(5).
(g) The Recipient shall complete any mitigation activities described in the environmental
document or documents for the Project, including the terms and conditions contained in
the required permits and authorizations for the Project.
24.6 Railroad Coordination. If section 4 of schedule C includes one or more milestones
identified as a “Railroad Coordination Agreement,” then for each of those milestones, the
Recipient shall enter a standard written railroad coordination agreement, consistent with 23
C.F.R. 646.216(d), no later than the deadline date identified for that milestone, with the
identified railroad for work and operation within that railroad’s right-of-way.
ARTICLE 25
MANDATORY AWARD INFORMATION
25.1 Information Contained in a Federal Award. For 2 C.F.R. 200.211:
(1) the “Federal Award Date” is the date of this agreement, as defined under section
27.2;
(2) the “Assistance Listings Number” is 20.205 and the “Assistance Listings Title” is
“Highway Planning and Construction”; and
(3) this award is not for research and development.
25.2 Federal Award Identification Number.
(a) If the USDOT Payment System identified in section 6 of schedule A is “FMIS,” then the
Federal Award Identification Number (“FAIN”) will be generated when the FHWA
Division authorizes the project in FMIS. The Recipient acknowledges that it has access
to FMIS and can retrieve the FAIN from FMIS.
(b) If the USDOT Payment System identified in section 6 of schedule A is “DELPHI
eInvoicing,” then the Federal Award Identification Number is listed on page 1, line 1 of
the project-specific agreement.
25.3 Recipient’s Unique Entity Identifier.
(a) If the USDOT Payment System identified in section 6 of schedule A is “FMIS,” then the
Recipient’s Unique Entity Identifier, as defined at 2 C.F.R. 25.415, is available in FMIS.
The Recipient acknowledges that it has access to FMIS and can retrieve the unique entity
31 of 34

identifier from FMIS.
(b) If the USDOT Payment System identified in section 6 of schedule A is “DELPHI
eInvoicing,” then the Recipient’s Unique Entity Identifier, as defined at 2 C.F.R. 25.415,
is listed on page 1, line 4 of the project-specific agreement.
ARTICLE 26
CONSTRUCTION AND DEFINITIONS
26.1 Schedules. This agreement includes the following schedules as integral parts:
Schedule A Administrative Information
Schedule B Project Activities
Schedule C Award Dates and Project Schedule
Schedule D Award and Project Financial Information
Schedule E Changes from Application
Schedule F CFI Program Designations
Schedule G CFI Performance Measurement Information
Schedule H Climate Change and Environmental Justice Impacts
Schedule I Equity and Barriers to Opportunity
Schedule J Labor and Work
Schedule K Civil Rights and Title VI
26.2 Exhibits. The following exhibits, which are located in the document titled “Exhibits to
Project-Specific Agreements under the Fiscal Year 2022 and Fiscal Year 2023 Charging and
Fueling Infrastructure Program” dated March 1, 2024, and available at
https://www.fhwa.dot.gov/environment/cfi/resources/fy2022-2023-cfi-exhibits.pdf, are part
of this agreement.
Exhibit A Applicable Federal Laws and Regulations
Exhibit B Additional Standard Terms
Exhibit C Quarterly Project Progress Reports and Recertifications: Format and
Content
Exhibit D Form for Subsequent Obligation of Funds
26.3 Construction.
(a) In these General Terms and Conditions:
(1) unless expressly specified, a reference to a section or article refers to that section
or article in these General Terms and Conditions;
(2) a reference to a section or other subdivision of a schedule listed in section 26.1
will expressly identify the relevant schedule; and
(3) there are no references to articles or sections in project-specific portions of the
project-specific agreement that are not contained in schedules listed in section
26.1.
32 of 34

(b) If a provision in these General Terms and Conditions or the exhibits conflicts with a
provision in the project-specific portion of the project-specific agreement, then the
project-specific portion of the project-specific agreement prevails. If a provision in the
exhibits conflicts with a provision in these General Terms and Conditions, then the
provision in these General Terms and Conditions prevails.
26.4 Integration. The project-specific agreement constitutes the entire agreement of the parties
relating to the Grant Program and awards under that program and supersedes any previous
agreements, oral or written, relating to the Grant Program and awards under that program.
26.5 Definitions. In the project-specific agreement, the following definitions apply:
“General Terms and Conditions” means this document, including articles 1–26.
“Grant” means an award of FY 2022 or FY 2023 CFI funds that were made available under
the FY 2022 and FY 2023 Charging and Fueling Infrastructure Program Grants Notice of
Funding Opportunity 693JJ323NF00004 posted to Grants.gov on March 14, 2023.
“Grant Amount” means the amount of the FY 2022 or FY 2023 CFI discretionary grant funds
awarded to the Recipient.
“Grant Program” means the FY 2022 and FY 2023 CFI discretionary grants program under
23 U.S.C. 151.
“Private Entity” means a corporation, partnership, company, or nonprofit organization (23
U.S.C. 151(f)(1)).
“Program Statute” means the collective statutory text in schedule F.
“Project” means the project proposed in the Technical Application, as modified by the
negotiated provisions of the project-specific agreement, including schedules A–K.
“Project-Specific Agreement” means the agreement executed between the FHWA and
Recipient and may be a grant agreement or a project agreement in FMIS.
“Technical Application” means the application identified in section 1 of schedule A,
including Standard Form 424 and all information and attachments submitted with that
form through Grants.gov.
ARTICLE 27
AGREEMENT EXECUTION AND EFFECTIVE DATE
27.1 Counterparts. The project-specific agreement may be executed in counterparts, which
constitute one document. The parties intend each countersigned original to have identical
legal effect.
33 of 34

27.2 Effective Date. The project-specific agreement will become effective when all parties have
signed it. The date of the project-specific agreement will be the date the project-specific
agreement is signed by the last party to sign it. This instrument constitutes a Grant when the
FHWA’s authorized representative signs it.
34 of 34