DOT262213-P4PROG_ga.pdf

Agreement

1. RECIPIENT NAME AND ADDRESS

2. AGREEMENT NUMBER: 3. AMENDMENT NO.

4. PROJECT PERFORMANCE PERIOD: FROM 09/01/2008 TO

5. FEDERAL FUNDING PERIOD: FROM 09/01/2008 TO

1A. IRS/VENDOR NO.

7. ACTION1C. DUNS.

8. ASSISTANCE LISTING#:

10. PREVIOUS

AGREEMENTS

11. THIS

AGREEMENT

12. TOTAL

AGREEMENT

13. INCORPORATED ATTACHMENTS

14. STATUTORY AUTHORITY FOR GRANT/ COOPERATIVE AGREEMENT

15. REMARKS

GRANTEE ACCEPTANCE AGENCY APPROVAL

16. NAME AND TITLE OF AUTHORIZED GRANTEE OFFICIAL 18.

17. SIGNATURE OF AUTHORIZED GRANTEE OFFICIAL 17A. DATE 19. 19A. DATE

AGENCY USE ONLY

20. OBJECT CLASS CODE/EXPENDITURE TYPE: 21. ORG. CODE/EXPENDITURE ORG. :

22. ACCOUNTING CLASSIFICATION CODES

9. PROJECT TITLE

TITLE FEDERAL NON-FEDERAL TOTAL

1B. UEI.

6. PRE-AWARD AUTHORITY: 6A. PRE-AWARD DATE:

12A. OTHER FEDERAL FUNDING

See next page

09/16/2025 06/30/2030

09/16/2025 06/30/2030

Electronically SignedElectronically Signed

Camille Otto

DDA

Ms. Charlanne Thornton

01/08/202612/18/2025

2023 060Y350500

XXXXX HEP

516000279 809856008

20.205

800 S Bay Rd Planning Dover, DE 19901-4685

Delivering DelDOT’s “Framework for Excellence” through Project Prioritization

Section 11204, Infrastructure Investment and Jobs Act, Pub. L. No. 117-58 (Nov. 15, 2021)

THIS AGREEMENT INCLUDES THE FOLLOWING ATTACHMENTS, INCORPORATED HEREIN AND MADE A PART HEREOF:

TRANSPORTATION, DELAWARE DEPARTMENT OF

693JJ22640002-PPPP

DOCUMENT NUMBER FUND/PROJECT BPAC/TASKBY

Grant

0.00

865,000.00

0.00

0.00 865,000.00

0.00

0.00 865,000.00

Federal Highway Administration

NAME AND TITLE OF AUTHORIZED FHWA OFFICIAL

SIGNATURE OF AUTHORIZED FHWA OFFICIAL

PPPP-26-0002-DE

EKP2WKQRWJF3 New

No N/A

15X1280050

AMOUNT

865,000.00

865,000.00

0.00

REMARKS:

The Recipient acknowledges and agrees that the start date for the grant period of performance and the budget period is the date in Box 19A.

The Recipient further acknowledges that costs are not allocable unless incurred after the Federal award sate in Box 19A. Recipient agrees that costs incurred under the award shall not begin until the date that is included in Box 19A unless pre-award or advance construction has been approved by FHWA.

Under 2 CFR 200.1 the start date for both the grant period of performance and the budget period are the

Federal award date. The Federal award date means the date when the authorized official of the Federal

Agency signed (physically or digitally) the Federal award, or when an alternative, consistent with the requirements of 31 USC 1501, is reached with the recipient.

Accordingly, the project performance start date in Box 4 and the federal funding period start date in Box 5, the "FROM" dates shall become null and void upon the FHWA's execution of the grant agreement in Box

19. The start date for the grant period of performance and the start date for the budget period shall be the date of FHWA's execution of the Grant Agreement in Box 19A.

TRANSPORTATION, DELAWARE DEPARTMENT OF PPPP-26-0002-DE

2 of

RECIPIENT NAME: AGREEMENT NUMBER:

AWARD ATTACHMENTS

TRANSPORTATION, DELAWARE DEPARTMENT OF PPPP-26-0002-DE

DELDOT GA1.

Terms and Conditions2.

Exhibits3.

FEDERAL HIGHWAY ADMINISTRATION

PRIORITIZATION PROCESS PILOT PROGRAM

SCHEDULES A TO H TO THE GRANT AGREEMENT WITH THE [DELAWARE

DEPARTMENT OF TRANSPORTATION] FOR THE

PRIORITIZATION PROCESS PILOT PROGRAM

Only language marked with an “X” is applicable.

__X__ Schedules A to H of the Federal Highway Administration (FHWA) Grant Agreement

_____ Grant Agreement Amendment

SCHEDULE A

ADMINISTRATIVE INFORMATION

Only language marked with an “X” is applicable.

__X__ Schedules A to H of the Federal Highway Administration (FHWA) Grant Agreement

_____ Grant Agreement Amendment

1. Application.

See GrantSolutions, Schedule E, and section 23.5 of the General Terms and Conditions.

2. Recipient’s Unique Entity Identifier.

See GrantSolutions and section 22.3 of the General Terms and Conditions.

3. Recipient Contact(s).

See GrantSolutions.

4. FHWA Project Contact(s).

See GrantSolutions.

5. Payment System.

Only language marked with an “X” is applicable.

USDOT Payment System:

__X__ FMIS Current Bill (State DOT Recipient) ____ DELPHI eInvoicing (non-State DOT Recipient )

6. Office for Subaward and Contract Authorization.

Only language marked with an “X” is applicable.

For a State DOT Recipient:

__X__ USDOT Office for Subaward and Contract Authorization: FHWA Division Office

For a non-State DOT Recipient:

_____ FHWA Office for Subaward and Contract Authorization: FHWA Office of Acquisition and Grants Management

7. Designated Subrecipient.

__X__ There is no Designated Subrecipient.

_____ The Designated Subrecipient is:

8. Progress and Financial Reporting.

_____ Quarterly ___X__ Semiannual ___ Annual

SCHEDULE B

PROJECT ACTIVITIES

1. General Project Description.

All Project description changes from the application must be documented in Schedule E. See the application in GrantSolutions.

2. Statement of Work.

All changes to the statement of work (scope) from the application must be documented in Schedule E. This includes changes to the Project development phases and/or Project components described in the grant application. See the application in GrantSolutions.

SCHEDULE C

AWARD DATES AND PROJECT SCHEDULE

Only language marked with an “X” is applicable.

__X__ Schedules A to H of the Federal Highway Administration (FHWA) Grant Agreement

_____ Grant Agreement Amendment

1. Award Dates.

Budget Period End Date:

The budget period identifies the period of time from the start date of a funded portion of the award to the end date of that funded portion when eligible costs can be incurred (work performed) on a project for reimbursement with Grant funds under this agreement (2 CFR 200.1). See the Drafting Instructions and Additional Information sheet for more details.

Only language marked with an “X” is applicable.

__X___ Federal Obligation Type is Single. Budget Period End Date: June 30, 2030

_____ Federal Obligation Type is Multiple. See Table.

Fund Obligation Budget Period Start

Date

Budget Period

End Date

First Fund Obligation Effective Date of Grant Agreement

Second Fund Obligation Effective Date of Grant Agreement Amendment

Period of Performance End Date: June 30, 2030 Also see FMIS.

The period of performance means the interval between the start and end date of a Federal award. 2 C.F.R. 200.1. See the Drafting Instructions and Additional Information sheet for more details.

2. Estimated Project Schedule.

All changes to the Project schedule in the application must be documented in Schedule E. See the Drafting Instructions and Additional Information sheet for more details.

Only language marked with an “X” in the table is applicable.

Selection Grant Type Milestone Date

Capital/Construction Planned Substantial Completion and Open to Traffic Date:

X Planning Planned Project Completion Date: June 2028

Non-Construction Planned Project Completion Date:

3. Special Milestone Deadlines.

If the additional critical dates include railroad coordination agreements that need to be executed for this Project, add a milestone for each agreement, prefixed with “Railroad Coordination Agreement:” See section 21.6 of the General Terms and Conditions.

Milestone Deadline Date

NEPA Completion Date August 2025

SCHEDULE D

AWARD AND PROJECT FINANCIAL INFORMATION

Only language marked with an “X” is applicable.

__X__ Schedules A to H of the Federal Highway Administration (FHWA) Grant Agreement

_____ Grant Agreement Amendment

1. Award Amount.

Grant Amount: $865,000.00

2. Federal Obligation Information.

Only language marked with an “X” is applicable.

__X___ Under this grant agreement, the Federal Obligation Type is Single and all of the grant funds will be obligated in one obligation.

_____ Under this grant agreement the Federal Obligation Type is Multiple and the grant funds will be obligated as identified in the Fund Obligation Table in accordance with section

4.2 of the General Terms and Conditions.

If there are more than two fund obligations, add as many rows as needed.

Fund Obligation Table

Portion of the Project Portion of the Grant

Amount

First Fund Obligation

Second Fund Obligation

3. Approved Project Budget.

Only language marked with an “X” is applicable.

__X__ The Recipient is a State DOT and the Approved Project Budget is in FMIS. Also see schedule E for changes to the Project budget described in the application.

_____ The Recipient is a non-State DOT and the Approved Project Budget is in the Eligible Project Costs table below.

If there is only a single Project component, use only the total column and remove other columns. If there are more than two Project components, add columns.

Eligible Project Costs

Total

Grant Funds: $865,000.00

Other Federal Funds: $0.00

State Funds: $0.00

Local Funds: $0.00

In-Kind Match: $0.00

Other Funds: $0.00

Total: $865,000.00

4. Approved Pre-award Costs

Only language marked with an “X” is applicable.

__X__ None. The FHWA has not approved under this award any costs incurred under an advanced construction authorization (23 U.S.C. 115), any costs incurred prior to authorization (23 C.F.R. 1.9(b)), or any pre-award costs under 2 C.F.R. 200.458.

_____ Yes. The FHWA authorized advance construction. See FMIS.

_____ Yes. On [insert month, date, and year], [Recipient] sent a written request to the FHWA for pre-award approval under 2 C.F.R. 200.458 for costs to [insert activity]. The pre-award approval request would allow the Recipient to [describe the reason for pre-award authority].

[Recipient] requested pre-award approval for $XXX in [insert grant program name] Grant funds or non-Federal funds for match.

The FHWA Office of Acquisition and Grants Management determined that the pre-award costs were incurred directly pursuant to the negotiation and in anticipation of the Federal award and were necessary for efficient and timely performance of the scope of work. That office issued a notice to proceed with pre-award costs on [insert month, date, and year].

5. General Terms and Conditions.

(a) In this agreement, “General Terms and Conditions” means the content of the document titled “Federal Highway Administration Competitive Grant Program General Terms and Conditions” dated November 19, 2025, which is available at https://www.fhwa.dot.gov/pgc/. The General Terms and Conditions reference the information contained in the schedules A - H to this agreement. The General Terms and Conditions are part of this agreement.

(b) The Recipient states that it has knowledge of the General Terms and Conditions.

(c) The Recipient acknowledges that the General Terms and Conditions impose legally binding terms on the Recipient and that the Recipient’s non-compliance with the General Terms and Conditions may result in remedial action which may include but is not limited to terminating the Grant under this grant agreement, disallowing costs incurred for the Project, requiring the Recipient to refund to the FHWA the Grant under this grant agreement, and reporting the non-compliance in the Federal-government-wide integrity and performance system.

6. Special Terms and Conditions.

Only language marked with an “X” is applicable.

_____ There are no special terms and conditions.

__X__ There are special terms and conditions for this Grant. For each condition, identify the special term title and insert the special term text. Repeat and modify as needed.

Additional Transportation Planning.

(i) After Recipient has submitted its final invoice for the project activities described in the Statement of Work in Schedule B, and Recipient has acknowledged that it has implemented such activities, Recipient may use any remaining funds to carry-out any eligible transportation planning activity for which funds may be obligated to carry-out 23 U.S.C.

134 or 135 after amending this grant agreement consistent with Article 15.1 of the General Terms and Conditions.

(ii) After any such amendment pursuant to subsection (i), should Recipient have any unexpected eligible expenses remaining concerning the project activities described in the Statement of Work in Schedule B, Recipient shall be solely responsible funding any such activities from its own sources. Recipient may use any unobligated funds that have been released under (a) for such expenses.

7. Information Contained in the Federal Award

Notice of Funding Opportunity (NOFO): 693JJ324NF00010, February 22, 2024

Assistance Listings Number (ALN): 20.205 -- Highway Planning and Construction

SCHEDULE E

PROJECT CHANGES

Only language marked with an “X” is applicable.

_____ No Changes from Application: If this option is selected, then only complete section 1 of schedule E.

__X__ Changes from Application: The purpose of this section is to clearly and accurately document the changes in scope, schedule, and budget to establish the parties’ knowledge and acceptance of the changes.

_____ Grant Agreement Amendment: The purpose of this section is to clearly and accurately document the changes in scope, schedule, and budget to establish the parties’ knowledge and acceptance of the changes.

1. Federal Award Description: Refer to the Prioritization Process Pilot Program grant application submitted on May 1, 2024, which is incorporated by reference to the grant agreement.

2. Project Changes

Scope: The scope of the project is designed to comply with all applicable Executive Orders issued by the administration.

Schedule: The project schedule has changed due to delays longer than 6 months after award announcement for moving forward with the agreement after award announcement.

The table below compares the Project milestone dates.

Only language marked with an “X” in the table is applicable.

Selection Grant Type Milestone Application Agreement Amendment

Capital/ Construction

Planned Substantial Completion and Open to Traffic Date:

X Planning Planned Project Completion Date:

January

June 2028

Non- Construction

Planned Project Completion Date:

Budget: No Change.

The table below provides a summary comparison of the Project budget.

Fund Source

Application Agreement Amendment

Previously Incurred

Costs

Federal Funds

Non-Federal Funds

Total Previously Incurred Costs

Future Eligible Project

Costs

Grant Funds

Other Federal Funds

Non-Federal Funds

Total Future Eligible Project Costs

Total Project Costs

Other: None.

SCHEDULE F

GRANT PROGRAM DESIGNATIONS

1. Urban or Rural Designation

Only language marked with an “X” is applicable.

__X__ Not Applicable _____ Urban _____ Rural

2. Funding Source.

Only language marked with an “X” is applicable.

__X___ Highway Trust Fund _____ General Funds

_____ Multiple Fund Sources (see table below)

Fiscal Year Fund Source Amount

3. Security Risk Designation.

Security Risk Designation: Low designated in accordance with section 17.1 of the General Terms and Conditions.

4. Project Designation.

Designation: Planning

5. Funding Act.

Section 11204 of the Infrastructure Investment and Jobs Act (Pub. L. 117–58, November 15, 2021).

6. Funds Obligation.

FY 2023 Funds Obligation Deadline: September 30, 2026

7. Cancellation Date.

Available until expended.

SCHEDULE G

GRANT PERFORMANCE MEASUREMENT INFORMATION

Only language marked with an “X” is applicable.

__X__ Schedules A to H of the Federal Highway Administration (FHWA) Grant Agreement

_____ Grant Agreement Amendment

Study Area: Statewide

Baseline Measurement Date: May 1, 2024

Baseline Report Date: May 1, 2024

Table 1: Performance Measure Table

Measure Category and Description Measurement

Frequency

Report as applicable, the percentage of activities, data, tools, or strategies included in:

a. regional work plans (i.e., UPWP) or state work plans

(I.e., SPR), supporting PPPP goals.

b. Projects included in planning documents such as

LRTPs and MTPs, and programming documents such as TIPs or STIPs, supporting

PPPP goals.

c. Project funding supporting PPPP goals in the TIPs or

STIPs

Agency completes a Long-Range Transportation Plan that incorporates a prioritized list of projects determined by the developed prioritization process.

Agency completes a Transportation

Improvement Plan that incorporates projects selected for funding by use of a data driven equity analysis.

Bi-Annual

Include qualitative and/or quantitative information of how this measure was incorporated in planning documents

Agency self-evaluation on public involvement effectiveness.

Include qualitative and/or quantitative documentation of how public input was considered and integrated into the iterative project prioritization process and

Agency incorporates public input on identifying critical community infrastructure into the prioritization process, resulting in three new critical community assets identified for project funding.

Agency creates a webpage that provides the prioritized list of projects as well as a list of projects selected for inclusion in long-range

Annual

A self-evaluation can be used to better understand the effectiveness of tools, engagement

Measure Category and Description Measurement

Frequency how this was incorporated in planning documents.

Include documentation on how the public:

a. has opportunities to provide public comment on projects before decisions are made on the transportation plan and the transportation improvement program; and

b. has access to clear reasons why each project or strategy was selected or not selected.

or short-range planning documents and why those projects were or were not selected for funding.

techniques and how public input influenced the planning process. The following document provides some example practices for meaningful public involvement.https://w ww.transportation.go v/priorities/equity/pro mising-practices-meaningful-public-involvement-transportation-decision-making

Stakeholder survey feedback on public-involvement effectiveness and transparency

Measuring the Effectiveness of Public Involvement in Transportation Planning and

Project Development Resource tool measuring the effectiveness of public involvement. NCHRP 905 https://www.trb.org/Main/Blurbs/179069.aspx

This NCHRP study includes an example survey that transportation agencies can use to measure the effectiveness of their public involvement efforts from the public’s and the transportation agencies’ perspectives.

Annual

Include qualitative and/or quantitative information of how stakeholders view the effectiveness of public input on projects and transparency of information on project selection

Number of projects not selected, or projects selected and incorporated into planning and programming documents as exceptions to priority ranking.

(i) a review of public comments regarding the project;

(ii) an evaluation of public support for the project;

(iii) an assessment of geographic balance of

Agency develops a public facing website or page that includes project scoring criteria, mapping of projects, a prioritized list of projects, relevant information regarding public support and reasoning for project selection or non-selection.

Bi-Annual

Include qualitative and/or quantitative information on public engagement, the geographic balance of projects and the number of projects in economically distressed areas for projects not selected, or projects selected as exceptions to the priority ranking.

Measure Category and Description Measurement

Frequency projects of the eligible entity;

and

(iv) the number of projects of the eligible entity in economically distressed areas.

SCHEDULE H

LABOR AND WORK

1. Efforts to Support Good-Paying Jobs and Strong Labor Standards

The Recipient states that rows marked with “X” in the following table are accurate:

X

The Recipient or a project partner promotes robust job creation by supporting good-paying jobs directly related to the project with free and fair choice to join a union. (Describe robust job creation and identify the good-paying jobs in the supporting narrative below.)

The Recipient or a project partner will invest in high-quality workforce training programs such as registered apprenticeship programs to recruit, train, and retain skilled workers, and implement policies such as targeted hiring preferences.

(Describe the training programs in the supporting narrative below.)

The Recipient or a project partner will partner with high-quality workforce development programs with supportive services to help train, place, and retain workers in good-paying jobs or registered apprenticeships including through the use of local and economic hiring preferences, linkage agreements with workforce programs, and proactive plans to prevent harassment. (Describe the supportive services provided to trainees and employees, preferences, and policies in the supporting narrative below.)

The Recipient or a project partner will partner and engage with local unions or other worker-based organizations in the development and lifecycle of the project, including through evidence of project labor agreements and/or community benefit agreements. (Describe the partnership or engagement with unions and/or other worker-based organizations and agreements in the supporting narrative below.)

X The Recipient or a project partner will partner with communities or community groups to develop workforce strategies. (Describe the partnership and workforce strategies in the supporting narrative below.)

The Recipient or a project partner has taken other actions related to the Project to create good-paying jobs with the free and fair choice to join a union and incorporate strong labor standards. (Describe those actions in the supporting narrative below.)

The Recipient or a project partner has not yet taken actions related to the Project to create good-paying jobs with the free and fair choice to join a union and incorporate strong labor standards but, before beginning construction of the Project, will take relevant actions described in schedule E. (Identify the relevant actions from schedule E in the supporting narrative below. See the Drafting

Instructions and Additional Information sheet for more information.)

The Recipient or a project partner has not taken actions related to the Project to improve good-paying jobs and strong labor standards and will not take those actions under this award.

2. Supporting Narrative.

Through the project, DelDOT will engage with a variety of communities and stakeholders to develop more robust and more transparent public engagement strategies. These strategies will have the effect of elevating stakeholder priorities in the project prioritization process and increasing public participation and awareness of the capital programming process. Results of the project will ultimately provide capital projects that demonstrate an increase in jobs, economic output, and stronger workforce development through their promotion of greater connectivity, mobility, and accessibility in the transportation network.

FEDERAL HIGHWAY ADMINISTRATION

COMPETITIVE GRANT PROGRAM GENERAL TERMS AND CONDITIONS

Date: November 19, 2025

TABLE OF CONTENTS

GENERAL TERMS AND CONDITIONS

Article 1 PURPOSE

1.1 Purpose

Article 2 FHWA ROLE

2.1 Federal Highway Administration (FHWA) Responsibilities

Article 3 RECIPIENT ROLE

3.1 Statements on the Project

3.2 Statements on Authority and Capacity

3.3 USDOT FHWA Reliance

3.4 Project Delivery

3.5 Rights and Powers Affecting the Project

3.6 Subaward to Designated Subrecipient

3.7 Designated Subrecipient Statements and Responsibilities

Article 4 AWARD AMOUNT, OBLIGATION, AND TIME PERIODS

4.1 Federal Award Amount

4.2 Federal Obligations

4.3 Budget Period

4.4 Period of Performance

Article 5 STATEMENT OF WORK, SCHEDULE, AND BUDGET CHANGES

5.1 Notification Requirement

5.2 Scope and Statement of Work Changes

5.3 Schedule Changes

5.4 Budget Changes

5.5 FHWA Acceptance of Changes

Article 6 GENERAL REPORTING TERMS

6.1 Report Submission

6.2 Alternative Reporting Methods

Article 7 PROGRESS AND FINANCIAL REPORTING

7.1 Project Progress and Financial Reports and Recertifications

7.2 Final Progress Reports and Financial Information

Article 8 PERFORMANCE REPORTING

8.1 Baseline Performance Measurement

8.2 Post-construction Performance Measurement

8.3 Project Outcomes Report

8.4 General Performance Measures

8.5 Performance Reporting Survival

Article 9 NONCOMPLIANCE AND REMEDIES

9.1 Noncompliance Determinations

9.2 Remedies

9.3 Other Oversight Entities

Article 10 AGREEMENT TERMINATION

10.1 FHWA Termination

10.2 Closeout Termination

10.3 Post-Termination Adjustments

10.4 Non-Terminating Events

10.5 Other Remedies

Article 11 MONITORING, FINANCIAL MANAGEMENT, CONTROLS, AND RECORDS

11.1 Recipient Monitoring and Record Retention

11.2 Financial Records and Audits

11.3 Internal Controls

11.4 USDOT Record Access

11.5 Title 23 Oversight Responsibilities

Article 12 CONTRACTING AND SUBAWARDS

12.1 Minimum Wage Rates

12.2 Buy America

12.3 Small and Disadvantaged Business Requirements

12.4 Engineering and Design Services

12.5 Prohibition on Certain Telecommunications and Video Surveillance Services or

Equipment

12.6 Pass-through Entity Responsibilities

12.7 Subaward and Contract Authorization

Article 13 COSTS, PAYMENTS, AND UNEXPENDED FUNDS

13.1 Limitation of Federal Award Amount

13.2 Projects Costs

13.3 Timing of Project Costs

13.4 Recipient Recovery of Federal Funds

13.5 Unexpended Federal Funds

13.6 Timing of Payments to the Recipient

13.7 Payment Method

13.8 Information Supporting Expenditures

13.9 Reimbursement Frequency

Article 14 LIQUIDATION, ADJUSTMENTS, AND FUNDS AVAILABILITY

14.1 Liquidation of Recipient Obligations

Article 15 AGREEMENT MODIFICATIONS

15.1 Bilateral Modifications

15.2 Unilateral Contact Modifications

15.3 FHWA Unilateral Modifications

15.4 Other Modifications

Article 16 Civil Rights and Title VI

16.1 Title VI

16.2 Legacy Infrastructure and Facilities

Article 17 CRITICAL INFRASTRUCTURE SECURITY AND RESILIENCE

17.1 Critical Infrastructure Security and Resilience

Article 18 FEDERAL FINANCIAL ASSISTANCE, ADMINISTRATIVE, AND NATIONAL

POLICY REQUIREMENTS

18.1 Uniform Administrative Requirements for Federal Awards

18.2 Federal Law and Public Policy Requirements

18.3 Implementation of Executive Order 14025

18.4 Implementation of Executive Order 14173

18.5 Federal Freedom of Information Act

18.6 History of Performance

18.7 Whistleblower Protection

18.8 External Award Terms and Obligations

18.9 Incorporated Certifications

Article 19 ASSIGNMENT

19.1 Assignment Prohibited

Article 20 WAIVER

20.1 Waivers

Article 21 ADDITIONAL TERMS AND CONDITIONS

21.1 Effect of Urban or Rural Designation

21.2 Disclaimer of Federal Liability

21.3 Relocation and Real Property Acquisition

21.4 Equipment Disposition

21.5 Environmental Review

21.6 Railroad Coordination

Article 22 MANDATORY AWARD INFORMATION

22.1 Information Contained in a Federal Award

22.2 Federal Award Identification Number

22.3 Recipient’s Unique Entity Identifier

Article 23 CONSTRUCTION AND DEFINITIONS

23.1 Schedules

23.2 Exhibits

23.3 Construction

23.4 Integration

23.5 Definitions

Article 24 AGREEMENT EXECUTION AND EFFECTIVE DATE

24.1 Counterparts

24.2 Effective Date

Index of Definitions

Environmental Review Entity Federal Share

FHWA

General Terms and Conditions Grant Grant Amount Grant Program Program Statute Project Project Closeout Project Cost Savings Technical Application Title VI

GENERAL TERMS AND CONDITIONS

These General Terms and Conditions are incorporated by reference in this grant agreement under the Grant Program. The term “Recipient” is defined in this grant agreement. This grant agreement includes schedules A through H. The grant agreement may include special terms and conditions in grant agreement articles or schedules.

ARTICLE 1

PURPOSE

1.1 Purpose. The purpose of this award is to fund the eligible project defined in this grant agreement that has been selected to receive an award for the Grant Program. 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 States Department of Transportation (“USDOT”) responsible for the administration of the Grant Program, the approval and execution of this grant agreement, and any modifications to this grant agreement under section 15.1.

ARTICLE 3

RECIPIENT ROLE

3.1 Statements on the Project. The Recipient states that:

(1) all material statements of fact in the Technical Application were accurate when that application was submitted; and

(2) schedule E documents all material changes in the information contained in that application.

3.2 Statements on Authority and Capacity. The Recipient states that:

(1) it has the authority to receive Federal financial assistance under this grant agreement;

(2) it has the legal authority to complete the Project;

(3) it has the capacity, including institutional, managerial, and financial capacity, to comply with its obligations under this grant 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 this grant agreement will be operated and maintained in compliance with this agreement and applicable Federal law; and

(6) the individual executing this grant agreement on behalf of the Recipient has authority to enter this grant agreement and make the statements in this article 3 and in section 18.9 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 this grant agreement to determine that the Recipient and the Project are eligible under the terms of the Notice of Funding Opportunity (“NOFO”) in section 7 of schedule D.

(3) the USDOT FHWA’s selection of the Project to receive this award prevented awards under the NOFO to other eligible applicants.

3.4 Project Delivery.

(a) The Recipient shall complete the Project under the terms of this grant 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 this grant 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 this grant agreement.

3.6 Subaward to Designated Subrecipient. If section 7 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.

3.7 Designated Subrecipient Statements and Responsibilities. If section 7 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.

ARTICLE 4

AWARD AMOUNT, OBLIGATION, AND TIME PERIODS

4.1 Federal Award Amount. The 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 this grant 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 this grant 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 Fund Obligation 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 the Technical Application, as modified by schedule E.

(d) This grant agreement obligates for the budget period only for the amounts allocated in the Fund Obligation Table in section 2 of schedule D to the portion of the project described under “First Fund Obligation” in section 1 of schedule C.

(e) This grant agreement does not obligate amounts allocated in the Fund Obligation Table in section 2 of schedule D to any portion of the project except the portion described under “First Fund Obligation” in section 1 of schedule C. The parties may obligate the amounts allocated to those portions of the Project only as described in section 4.2(f) or by modifying this grant agreement under article 15.

(f) If the USDOT Payment System identified in section 5 of schedule A is “FMIS,” then for each portion of the Project except the portion described under “First Fund Obligation” in section 1 of schedule C, the amount allocated in section 2 of schedule D to that portion of the Project is obligated if, not later than the statutory lapse date identified in this grant 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 all applicable Federal requirements for obligating the amount are satisfied; and

(2) the Recipient states that it is not required to request a modification of this grant agreement under article 5.

(g) The Recipient shall not request reimbursement of costs for a portion of the Project described in section 1 of Schedule C except for the portion described under “First Fund Obligation”, unless the amount allocated in section 2 of schedule D to that portion is obligated under section 4.2(f).

(h) The Recipient acknowledges that:

(1) the FHWA is not liable for payments for a portion of the Project described in section 1 of Schedule C except for the portion described under “First Fund Obligation”, unless the amount allocated in section 2 of schedule D to that portion of the Project is obligated under section 4.2(f);

(2) any portion of the Grant that is not obligated under this section 4.2 by the statutory lapse date identified in section 6 of schedule For those funds lapses on the day after that date and becomes unavailable for the Project; and

(3) the FHWA may consider the failure to obligate funds by the statutory lapse date identified in section 6 of schedule F for those funds to be a basis for terminating this grant agreement under section 10.1.

4.3 Budget Period.

(a) If the Federal Obligation Type identified in section 1 of schedule C is “Single,” then the budget period for this award begins on the effective date of this grant agreement and ends on the budget period end date that is listed in section 1 of schedule C or as determined in FMIS.

(b) If the Federal Obligation Type identified in section 1 of schedule C is “Multiple,” then the first budget period for this award begins on the effective date of this grant agreement and the last budget period end date shall be no later than the end of the period of performance dated identified in section 4.4.

(c) In this grant agreement, “budget period” is used as defined at 2 C.F.R. 200.1.

4.4 Period of Performance.

(a) The period of performance for this award begins on the effective date of this grant agreement and ends on the period of performance end date that is listed in section 1 of schedule C.

(b) In this grant 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 4 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 this grant 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 this grant 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 this grant agreement to update schedule C:

(1) a completion date for the Project or a portion 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; and

(3) a schedule change would require the period of performance to continue after the Period of Performance End Date listed in section 1 of schedule C.

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 this grant agreement to complete the Project; and

(2) the FHWA will not increase the amount of this award to address any funding shortfall.

(b) The Recipient shall request a modification of this grant 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 this grant agreement 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 grant 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 “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 Standards for Administrative Collection of Claims (31 C.F.R.

part 901).

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 this grant agreement unless the FHWA accepts that modification request and the parties modify this grant agreement under section 15.1.

ARTICLE 6

GENERAL REPORTING TERMS

6.1 Report Submission. The Recipient shall send all reports required by this grant agreement to all FHWA contacts who are listed in section 4 of schedule A.

6.2 Alternative Reporting Methods. The FHWA may establish processes for the Recipient to submit reports required by this grant 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.

(a) The Recipient will submit to FHWA project progress and financial reports and recertifications based on the frequency defined in the NOFO and section 8 of schedule A. If “Quarterly” or “Semiannual” are selected in section 8 of schedule A, then the reporting period and report submission due dates are defined in the table below.

Quarterly Reporting Periods Semiannual Reporting Periods

Reporting Period Due Date Reporting Period Due Date

Quarter 1 January 1 – March 31

April 20 Half Year 1 January 1 –

June 30 July 20

Quarter 2 April 1 – June 30

July 20 Half Year 2 July 1 –

December 31

January 20 of the next calendar year

Quarter 3 July 1 –

September 30 October 20

Quarter 4 October 1 –

December 31

January 20 of the next calendar year

If “Annual” is selected in section 8 of schedule A, then the reporting period is from January 1 to December 31 and the Recipient must submit reports to FHWA by January 20 of the next calendar year.

(b) If the date of this grant agreement is in the final month of a calendar year reporting period, then the Recipient shall submit the first Project Progress Report and Recertification in the second reporting period for the subsequent that begins after the date of this grant agreement.

(c) The Recipient shall submit to the FHWA a Project Progress Report and Recertification in the format and with the content described in exhibit C.

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 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.

(a) 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

(b) On or before the Baseline Report Date that is stated in schedule G, the Recipient shall submit a Baseline Performance Measurement Report that contains the data collected under this section 8.1 and a detailed description of the data sources, assumptions, variability, and estimated levels of precision for each performance measure that is identified in the Performance Measure Table in schedule G.

8.2 Post-construction Performance Measurement.

(a) 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;

(b) 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

(c) 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.

(d) 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 General Performance Measures. For each performance measure that is enumerated in schedule G, the Recipient shall ensure that all data collections under this article 8 are completed in a manner consistent with the description, location, and other attributes associated with that performance measure in schedule G.

8.5 Performance Reporting Survival. The data collection and reporting requirements in this article 8 survive the termination of this agreement.

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 this grant 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 debarment under 2 C.F.R. part 180; or

(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 Standards for Administrative Collection of Claims (31 C.F.R. part 901).

9.3 Other Oversight Entities. Nothing in this article 9 limits any party’s authority to report activity under this grant 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 this grant agreement and all of its obligations under this agreement if…