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FEDERAL HIGHWAY ADMINISTRATION

GENERAL TERMS AND CONDITIONS UNDER THE

FISCAL YEAR 2022-2023 WILDLIFE CROSSINGS PILOT PROGRAM

Revision date: January 5, 2024
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Table of Contents

Article 1 Purpose .................................................................................................................................. 6

1.1 Purpose. ................................................................................................................................. 6

Article 2 FHWA Role ........................................................................................................................... 6

2.1 Division of FHWA Responsibilities. .................................................................................... 6

2.2 FHWA Program Contacts. .................................................................................................... 7

Article 3 Recipient Role ....................................................................................................................... 7

3.1 Statements on the Project. ..................................................................................................... 7

3.2 Statements on Authority and Capacity. ................................................................................ 7

3.3 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 and Federal Obligation ................................................................................ 9

4.1 Federal Award Amount......................................................................................................... 9

4.2 Federal Funding Source. ....................................................................................................... 9

4.3 Federal Obligations. .............................................................................................................. 9

Article 5 Statement of Work, Schedule, and Budget Changes ........................................................... 11

5.1 Change 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 .................................................................................................... 12

6.1 Report Submission. ............................................................................................................. 12

6.2 Alternative Reporting Methods........................................................................................... 13

6.3 Paperwork Reduction Act Information. .............................................................................. 13

Article 7 Progress and Financial Reporting ........................................................................................ 13

7.1 Quarterly Project Progress 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. ................................................................... 13

8.3 Project Outcomes Report. ................................................................................................... 14

8.4 Performance Reporting Survival......................................................................................... 14

Article 9 Climate CHange and Environmental Justice ....................................................................... 14

9.1 Climate Change and Environmental Justice. ...................................................................... 14

Article 10 Racial Equity and Barriers to Opportunity ........................................................................ 15

10.1 Racial Equity and Barriers to Opportunity. ........................................................................ 15

Article 11 Labor and Work ................................................................................................................. 15

11.1 Labor and Work. ................................................................................................................. 15

11.2 OFCCP Mega Construction Project Program. .................................................................... 15

Article 12 Civil Rights and Title VI ................................................................................................... 15

12.1 Civil Rights and Title VI..................................................................................................... 15
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12.2 Legacy Infrastructure and Facilities.................................................................................... 16

Article 13 Critical Infrastrucutre Security and Resilience.................................................................. 16

13.1 Critical Infrastructure Security and Resilience ................................................................... 16

Article 14 WCPP Program Designations............................................................................................ 17

14.1 Effect of Urban or Rural Designation. ................................................................................ 17

Article 15 Contracting and Subawards ............................................................................................... 17

15.1 Minimum Wage Rates. ....................................................................................................... 17

15.2 Buy America. ...................................................................................................................... 17

15.3 Small and Disadvantaged Business Requirements. ............................................................ 18

15.4 Engineering and Design Services. ...................................................................................... 18

15.5 Prohibition on Certain Telecommunications and Video Surveillance Services or 

Equipment. ...................................................................................................................... 18

15.6 Pass-through Entity Responsibilities. ................................................................................. 18

15.7 Subaward and Contract Authorization. ............................................................................... 18

Article 16 Noncompliance and Remedies .......................................................................................... 19

16.1 Noncompliance Determinations.......................................................................................... 19

16.2 Remedies. ............................................................................................................................ 19

16.3 Other Oversight Entities. .................................................................................................... 20

Article 17 Agreement Termination..................................................................................................... 20

17.1 FHWA Termination. ........................................................................................................... 20

17.2 Closeout Termination.......................................................................................................... 21

17.3 Post-Termination Adjustments. .......................................................................................... 21

17.4 Non-Terminating Events..................................................................................................... 21

17.5 Other Remedies. .................................................................................................................. 21

Article 18 Costs, Payments, and Unexpended Funds ......................................................................... 22

18.1 Limitation of Federal Award Amount. ............................................................................... 22

18.2 Projects Costs. ..................................................................................................................... 22

18.3 Timing of Project Costs. ..................................................................................................... 22

18.4 Recipient Recovery of Federal Funds. ................................................................................ 22

18.5 Unexpended Federal Funds................................................................................................. 22

18.6 Timing of Payments to the Recipient.................................................................................. 22

18.7 Payment Method. ................................................................................................................ 22

18.8 Information Supporting Expenditures. ................................................................................ 23

18.9 Reimbursement Frequency. ................................................................................................ 23

Article 19 Liquidation, Adjustments, and Funds Availability............................................................ 23

19.1 Liquidation of Recipient Obligations. ................................................................................. 23

19.2 Funds Cancellation.............................................................................................................. 23

Article 20 Agreement Modifications .................................................................................................. 24

20.1 Bilateral Modifications. ...................................................................................................... 24

20.2 Unilateral Contact Modifications. ....................................................................................... 24

20.3 FHWA Unilateral Modifications. ....................................................................................... 24

20.4 Other Modifications. ........................................................................................................... 24

Article 21 Federal Financial Assistance, Administrative, and National Policy Requirements .......... 24

21.1 Uniform Administrative Requirements for Federal Awards. ............................................. 24

21.2 Federal Law and Public Policy Requirements. ................................................................... 24

21.3 Federal Freedom of Information Act. ................................................................................. 24

21.4 History of Performance. ...................................................................................................... 25

21.5 Whistleblower Protection. ................................................................................................... 25
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21.6 External Award Terms and Obligations. ............................................................................ 25

21.7 Incorporated Certifications ................................................................................................. 26

Article 22 Monitoring, Financial Management, Controls, and Records ............................................ 26

22.1 Recipient Monitoring and Record Retention. ..................................................................... 26

22.2 Financial Records and Audits. ............................................................................................ 26

22.3 Internal Controls. ................................................................................................................ 27

22.4 FHWA Record Access. ....................................................................................................... 27

Article 23 Notices ............................................................................................................................... 27

23.1 Form of Notice. ................................................................................................................... 27

23.2 Method of Notice to FHWA. .............................................................................................. 27

23.3 Method of Notice to Recipient. ........................................................................................... 27

23.4 Recipient Contacts for Notice. ............................................................................................ 28

23.5 Additional Mandatory Notices to FHWA ........................................................................... 28

23.6 Scope of Notice Requirements............................................................................................ 28

Article 24 Information Requests......................................................................................................... 28

24.1 FHWA Information Requests. ............................................................................................ 28

Article 25 Assignment ........................................................................................................................ 29

25.1 Assignment Prohibited. ....................................................................................................... 29

Article 26 Waiver ............................................................................................................................... 29

26.1 Waivers. .............................................................................................................................. 29

Article 27 Additional Terms and Conditions ..................................................................................... 29

27.1 Disclaimer of Federal Liability ........................................................................................... 29

27.2 Relocation and Real Property Acquisition. ......................................................................... 29

27.3 Equipment Disposition........................................................................................................ 29

27.4 Environmental Review........................................................................................................ 30

27.5 Railroad Coordination ......................................................................................................... 31

Article 28 Mandatory Award Information .......................................................................................... 31

28.1 Information Contained in a Federal Award. ....................................................................... 31

28.2 Federal Award Identification Number. ............................................................................... 31

28.3 Recipient’s Unique Entity Identifier. .................................................................................. 32

28.4 Budget Period...................................................................................................................... 32

28.5 Period of Performance. ....................................................................................................... 32

Article 29 Construction and Definitions ............................................................................................. 32

29.1 Schedules ............................................................................................................................ 32

29.3 Construction. ....................................................................................................................... 33

29.4 Integration ........................................................................................................................... 33

29.5 Definitions ................................................................................................................................. 33

29.6 References to Times of Day. ............................................................................................... 34

Article 30 Agreement Execution and Effective Date ......................................................................... 34

30.1 Counterparts. ....................................................................................................................... 34

30.2 Effective Date. .................................................................................................................... 34
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Index of Definitions

Environmental Review Entity ....................................................................................................... 30 

Federal Share ................................................................................................................................. 12 

General Terms and Conditions ...................................................................................................... 33 

Grant Application .......................................................................................................................... 33 

NOFO .............................................................................................................................................. 6 

OFCCP .......................................................................................................................................... 15 

OMB .............................................................................................................................................. 13 

Program Statute ............................................................................................................................. 33 

Project ............................................................................................................................................ 34 

Project Closeout............................................................................................................................. 21 

Project Cost Savings ...................................................................................................................... 12 

Recipient .......................................................................................................................................... 6 

USDOT ............................................................................................................................................ 6 

WCPP .............................................................................................................................................. 6 

WCPP Grant .................................................................................................................................. 34 
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GENERAL TERMS AND CONDITIONS

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

funds to the United States Department of Transportation (the “USDOT”) to be awarded to projects 

that seek to achieve (1) a reduction in the number of wildlife-vehicle collisions; and (2) in carrying 

out that purpose, improved habitat connectivity for terrestrial and aquatic species under the Wildlife 

Crossings Pilot Program. The funds are available to carry out 23 U.S.C. 171 by providing Federal 

financial assistance for the reduction in the number of wildlife-vehicle collisions and the 

improvement of habitat connectivity for terrestrial and aquatic species. The USDOT Operating 

Administration administering the Wildlife Crossings Pilot Program is the Federal Highway 

Administration (the “FHWA”), and the program administering those funds is the Wildlife 

Crossings Pilot Program (the “WCPP”).

On April 4, 2023, the FHWA posted a funding opportunity at Grants.gov with funding 

opportunity title “Fiscal Years 2022-2023 Wildlife Crossings Pilot Program (WCPP)” and funding 

opportunity number 693JJ323NF00011. The notice of funding opportunity posted at Grants.gov (the 

“NOFO”) solicited applications for Federal financial assistance under the fiscal years 2022 and 

2023 WCPP. On December 6, 2023, the FHWA announced application selections under the NOFO. 

These general terms and conditions are incorporated by reference in a project-specific 

agreement and, if applicable, a FMIS project agreement (“agreement”) under the fiscal years 2022-

2023 WCPP. The term “Recipient” is defined in the agreement. The agreement includes projectspecific schedules A through K. The agreement may include special terms and conditions in the 

project-specific schedules. 

ARTICLE 1

PURPOSE

1.1 Purpose. The purpose of this award is to fund an eligible project that will seek to achieve a 

reduction in the number of wildlife-vehicle collisions; and, in carrying out that purpose, 

improved habitat connectivity for terrestrial and aquatic species. 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 Grant Application, as modified by schedule D. 

ARTICLE 2

FHWA ROLE

2.1 Division of FHWA Responsibilities.

(a) The FHWA will administer this agreement and is responsible for the approval of this 

agreement, and any modifications to this agreement under section 20.1. 
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2.2 FHWA Program Contacts. 

Colleen Fletcher

National Program Manager

Office of Federal Lands Programs

wildlifecrossings@dot.gov 

Daniel Buford

Ecologist 

Office of Project Development & Environmental Review

wildlifecrossings@dot.gov 

ARTICLE 3

RECIPIENT ROLE

3.1 Statements on the Project. The Recipient states that:

(1) all material statements of fact in the Grant 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 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 agreement;

(4) not less than the difference between the total eligible project costs (listed in section 3 

of schedule D or in FMIS) and the WCPP 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 agreement will be operated and maintained in compliance with this 

agreement and applicable Federal law; and 

(6) the individual executing this agreement on behalf of the Recipient has authority to 

enter this agreement and make the statements in this article 3 and in section 21.7 on 

behalf of the Recipient. 

3.3 FHWA Reliance. The Recipient acknowledges that:
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(1) the FHWA relied on statements of fact in the Grant Application to select the Project 

to receive this award;

(2) the FHWA relied on statements of fact in both the Grant Application and this 

agreement to determine that the Recipient and the Project are eligible under the terms 

of the NOFO;

(3) the FHWA relied on statements of fact in both the Grant Application and this 

agreement to establish the terms of this agreement; and 

(4) the 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 agreement.

(b) The Recipient shall ensure that the Project is financed, constructed, operated, and maintained 

in accordance with all applicable Federal laws, regulations, and policies. 

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 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 agreement. 

3.6 Notification of Changes to Key Personnel. The Recipient shall notify FHWA within 30 

calendar days of any change in key personnel who are identified in schedule A. 

3.7 Subaward to Designated Subrecipient. If 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 schedule A identifies a 

Designated Subrecipient:

(1) the Designated Subrecipient affirms all statements and acknowledgements that are 

attributed to the Recipient under sections 3.1 and 3.2; and 
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(2) the Designated Subrecipient assumes the Recipient’s reporting obligations under Articles 

7 and 8. 

ARTICLE 4

AWARD AMOUNT AND FEDERAL OBLIGATION

4.1 Federal Award Amount. The FHWA hereby awards a WCPP Grant to the Recipient in the 

amount listed in section 1 of schedule D as the WCPP Grant Amount. 

4.2 Federal Funding Source. 

(a) If section 3 of schedule F identifies the Funding Act as “FY2022,” then the WCPP Grant is 

from WCPP funding that was appropriated in the Infrastructure Investment and Jobs Act, 

Pub. L. 117-58 (Nov. 15, 2021) for Fiscal Year 2022. 

(b) If section 3 of schedule F identifies the Funding Act as “FY2022,” then the WCPP Grant is 

from WCPP funding that was appropriated in the Infrastructure Investment and Jobs Act, 

Pub. L. 117-58 (Nov. 15, 2021) for Fiscal Year 2023. 

(c) If section 3 of schedule F contains a table that lists separate amounts for “FY2022” and 

“FY2023,” then the amount listed for “FY2022” is from WCPP funding that was 

appropriated in the Infrastructure Investment and Jobs Act, Pub. L. 117-58 (Nov. 15, 2021) 

for Fiscal Year 2022 and the amount listed for “FY2023” is from WCPP funding that was 

appropriated in the Infrastructure Investment and Jobs Act, Pub. L. 117-58 (Nov. 15, 2021) 

for Fiscal Year 2023. 

4.3 Federal Obligations.

(a) If the Federal Obligation Type identified in section 2 of schedule D is “Single,” then this 

agreement obligates for the budget period the amount listed in section 1 of schedule D as the 

WCPP Grant Amount and sections 4.3(c)–4.3(h) do not apply to this agreement. 

(b) If the Federal Obligation Type identified in section 2 of schedule D is “Multiple,” then an 

amount up to the WCPP 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 4.3(c)–4.3(h). 

(c) The Obligation Condition Table in section 2 of schedule D allocates the WCPP Grant among 

separate phases of the Project for the purpose of the Federal obligation of funds. The scope 

of each phase of the Project that is identified in that table is described in schedule B. 

(d) This 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) This 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 
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condition. The parties may obligate the amounts allocated to those portions of the Project 

only as described in section 4.3(f) or by modifying this agreement under article 20. 

(f) If the USDOT Payment System identified in 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 section 4.3(h) for that portion 

of the Project, 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

(3) the Recipient states that it is not required to request a modification of this 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 4.3(f).

(h) WCPP program for this award lapses and is unavailable for obligation, by statute

(1) after September 30, 2025, if section 3 of schedule F identifies the Funding Act as 

“FY2022,” 

(2) after September 30, 2026, if section 3 of schedule F identifies the Funding Act as 

“FY2023.” 

(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 4.3(f); 

(2) any portion of the WCPP Grant that is not obligated under this section 4.3 by the 

statutory lapse date identified in section 4.3(h) 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 4.3(h) for those funds to be a basis for terminating this 

agreement under section 17.1. 
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ARTICLE 5

STATEMENT OF WORK, SCHEDULE, AND BUDGET CHANGES

5.1 Change Notification Requirement. The Recipient shall notify FHWA within 30 calendar 

days of any change in circumstances or commitments that adversely affect the Recipient’s 

capacity or intent to complete the Project in compliance with this agreement. In that notice, 

the Recipient shall describe the change and what actions the Recipient has taken or plans to 

take to ensure completion of the Project. The notification requirement under this section 5.1 

is separate from any requirements under this article 5 that the Recipient request modification 

of this agreement. 

5.2 Scope and Statement of Work Changes. If the Project’s activities differ from the activities 

described in schedule B, then the Recipient shall request a modification of this agreement to 

update schedule B. 

5.3 Schedule Changes. If one or more of the following conditions are satisfied, then the 

Recipient shall request a modification of this 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 FHWA Payment System identified in 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 this 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 agreement to update schedule D if, in 

comparing the Project’s budget to the amounts listed in section 3 of schedule D or in FMIS: 

(1) the total “Non-Federal Funds” amount decreases; or 

(2) the total eligible project costs amount decreases. 
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(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 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 or 

FMIS, 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 or FMIS. 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 or FMIS. 

(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 “WCPP Funds” and “Other 

Federal Funds” amounts that are listed in section 3 of schedule D or FMIS. 

(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), if 

applicable. 

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 WCPP and 

the FHWA. The Recipient acknowledges that requesting a modification under this article 5 

does not amend, modify, or supplement this agreement unless the FHWA accepts that 

modification request and the parties modify this agreement under section 20.1. 

ARTICLE 6

GENERAL REPORTING TERMS

6.1 Report Submission. The Recipient shall send all reports required by this agreement to all 

FHWA contacts who are listed in schedule A and all FHWA contacts who are listed in 

section 2.2.
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6.2 Alternative Reporting Methods. FHWA may establish processes for the Recipient to 

submit reports required by this agreement, including electronic submission processes. If the 

FHWA informs the Recipient of those processes in writing, the Recipient shall use the 

processes identified by the FHWA. 

6.3 Paperwork Reduction Act Information. Under 5 C.F.R. 1320.6, the Recipient is not 

required to respond to a collection of information that does not display a currently valid 

control number issued by the Office of Management and Budget (the “OMB”). 

ARTICLE 7

PROGRESS AND FINANCIAL REPORTING

7.1 Quarterly Project Progress 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 the FHWA’s 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 in schedule G.

8.2 Post-completion Performance Measurement.
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(1) For each performance measure that is identified in the Performance Measure Table in 

schedule G with a measurement frequency of “End of period of performance,” the 

Recipient shall submit to FHWA, not later than 120 days after the end of the period 

of performance the 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 FHWA a Postconstruction 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-construction 

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-construction performance measurement data that the Recipient 

reported in the Baseline Performance Measurement Report and the Post-construction 

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. 

ARTICLE 9

CLIMATE CHANGE AND ENVIRONMENTAL JUSTICE

9.1 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.
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ARTICLE 10

RACIAL EQUITY AND BARRIERS TO OPPORTUNITY

10.1 Racial 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 11

LABOR AND WORK

11.1 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.

11.2 OFCCP Mega Construction Project Program. If the total eligible project costs that are 

listed in section 3 of schedule D or FMIS are greater than $35,000,000 and the Department 

of Labor’s Office of Federal Contract Compliance Programs (the “OFCCP”) selects this 

award for participation in the Mega Construction Project Program, then the Recipient shall 

partner with OFCCP, as requested by OFCCP.

ARTICLE 12

CIVIL RIGHTS AND TITLE VI

12.1 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 

12.1(b)-12.1(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
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(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.

(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).

12.2 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 13

CRITICAL INFRASTRUCUTRE SECURITY AND RESILIENCE

13.1 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 the Recipient 

shall:

(1) in the first Quarterly Project Progress Report and Recertification that the Recipient 

submits under section 7.1, identify a cybersecurity Point of Contact for the 

transportation infrastructure being improved in the Project; and

(2) in the second Quarterly Project Progress Report and Recertification that the Recipient 

submits under section 7.1, provide a plan for completing the requirements in section 

13.1(c). 

(c) If the Security Risk Designation in section 3 of Schedule F is “Elevated,” then not later than 

the eighth Quarterly Project Progress Report and Recertification that the Recipient submits 
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under section 7.1, the Recipient shall include each of the following in a Quarterly Project 

Progress Report and Recertification that the Recipient submits under section 7.1: 

(1) a cybersecurity incident reporting plan for the transportation infrastructure being 

improved in the Project or a summary of that plan;

(2) a cybersecurity incident response plan for the transportation infrastructure being 

improved in the Project or a summary of that plan;

(3) the results of a self-assessment of the Recipient’s cybersecurity posture and capabilities 

or a summary of those results; and 

(4) a description of any additional actions that the Recipient has taken to consider or 

address cybersecurity risk of the transportation infrastructure being improved in the 

Project.

ARTICLE 14

WCPP PROGRAM DESIGNATIONS

14.1 Effect of Urban or Rural Designation. Based on information that the Recipient provided to 

FHWA, including the Grant Application, section 1 of schedule F designates this award as an 

urban award or a rural award, as defined in the NOFO. 

ARTICLE 15

CONTRACTING AND SUBAWARDS

15.1 Minimum Wage Rates. The Recipient shall include, in all contracts in excess of $2,000 for 

work on the Project that involves labor, provisions establishing minimum wage rates of 

wages, to be determined by the United States Secretary of Labor, in accordance with the 

Davis-Bacon Act, 40 U.S.C. 3141-3148, or 23 U.S.C. 113, 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. 

15.2 Buy America. 

(a) If any funds under this award are administered by or through a State Department of 

Transportation or Indian Tribe, 

(1) Steel, iron, and manufactured products used in the Project are subject to 23 U.S.C. 313, 

as implemented by the Federal Highway Administration. The Recipient acknowledges 

that this agreement is neither a waiver of 23 U.S.C. 313(a) nor a finding under 23 

U.S.C. 313(b). 

(2) 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 OMB, 
18 of 34 

USDOT, and FHWA. The Recipient acknowledges that this agreement is neither a 

waiver of § 70914(a) nor a finding under § 70914(b).

(b) If any funds under this award are administered by or through a Federal Land Management 

Agency, 

(1) Steel, iron, manufactured products, and construction materials are subject to the Buy 

American Act (41 U.S.C. 8301-8303), as implemented by the Federal Acquisition 

Regulations. 

(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. 

15.3 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”), as applicable. If applicable, for the purpose 

of 49 C.F.R. 26.3, that part applies to the Recipient. 

15.4 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 with respect to the project in the same manner that a 

contract for architectural and engineering services 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 qualificationsbased requirement prescribed for or by the Recipient and approved in writing by FHWA. 

15.5 Prohibition on Certain Telecommunications and Video Surveillance Services or 

Equipment. The Recipient acknowledges that Section 889 of Pub. L. No. 115-232, 2 C.F.R. 

200.216, and 2 C.F.R. 200.471 prohibit the Recipient and all subrecipients from procuring or 

obtaining certain telecommunications and video surveillance services or equipment under 

this award.

15.6 Pass-through Entity Responsibilities. If the Recipient makes a subaward under this 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. 

15.7 Subaward and Contract Authorization.

(a) If the FHWA Office for Subaward and Contract Authorization identified in schedule A is 

“FHWA Division,” then the Recipient shall comply with subaward and contract 

authorization requirements under 23 C.F.R. subpart I, subchapter G. 

(b) If the FHWA Office for Subaward and Contract Authorization identified in 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 for the subaward or 

contracting gout of any work under this agreement. That approval will be contingent upon a 
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fair and reasonable price determination on the part of the Recipient and the agreement 

officer’s concurrence on that determination.

ARTICLE 16

NONCOMPLIANCE AND REMEDIES

16.1 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 agreement, the FHWA

may notify the Recipient of a proposed determination of noncompliance. For that notice to 

be effective, 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 16.1(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 16.1(b); or

(2) if the Recipient fails to respond under section 16.1(b), after the time for that response 

has passed.

(d) To make a final determination of noncompliance, the FHWA must provide to the Recipient a 

notice that states the bases for that determination.

16.2 Remedies.

(a) If the FHWA makes a final determination of noncompliance under section 16.1, the FHWA

may impose a remedy, including: 

(1) additional conditions on the award; 
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(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 

(3) any other remedy legally available. 

(b) To impose a remedy, the FHWA must provide to the Recipient a notice 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 16.2(a), before making a final determination of 

noncompliance under section 16.1. If it does so, then the notice provided under section 

16.1(d) must also state whether the remedy imposed will continue, be rescinded, or 

modified. 

(d) In imposing a remedy under this section 16.2 or making a public interest determination 

under section 16.2(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 16.2 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), if applicable. 

16.3 Other Oversight Entities. Nothing in this article 16 limits any party’s authority to report 

activity under this agreement to the United States Department of Transportation Inspector 

General or other appropriate oversight entity.

ARTICLE 17

AGREEMENT TERMINATION

17.1 FHWA Termination.

(a) The FHWA may terminate this 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-WCPP Grant contribution or 

alternatives approved by the FHWA as provided in this 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;
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(4) the Recipient fails to comply with the terms and conditions of this 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; 

(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 WCPP

Grant; or 

(6) the FHWA determines that termination of this agreement is in the public interest.

(b) In terminating this agreement under this section, the FHWA may elect to consider only the 

interests of the FHWA. 

(c) This section 17.1 does not limit the FHWA’s ability to terminate this agreement as a remedy 

under section 16.2. 

(d) The Recipient may request that the FHWA terminate the agreement under this section 17.1. 

17.2 Closeout Termination.

(a) This agreement terminates on Project Closeout.

(b) In this agreement, “Project Closeout” means the date that the FHWA informs 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. 

17.3 Post-Termination Adjustments. The Recipient acknowledges that under 2 C.F.R. 200.345–

200.346, termination of the 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.

17.4 Non-Terminating Events.

(a) The end of the budget period described under section 28.4 does not terminate this agreement 

or the Recipient’s obligations under this agreement.

(b) The end of the period of performance described under section 28.5 does not terminate this 

agreement or the Recipient’s obligations under this agreement.

(c) The cancellation of funds under section 19.2 does not terminate this agreement or the 

Recipient’s obligations under this agreement.

17.5 Other Remedies. The termination authority under this article 17 supplements and does not 

limit the FHWA’s remedial authority under article 16 or 2 C.F.R. part 200, including 2 

C.F.R. 200.339–200.340. 
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ARTICLE 18

COSTS, PAYMENTS, AND UNEXPENDED FUNDS

18.1 Limitation of Federal Award Amount. Under this award, the FHWA shall not provide 

funding greater than the amount obligated under section 4.3. 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. 

18.2 Projects Costs. This 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. 

18.3 Timing of Project Costs.

(a) The Recipient shall not charge to this award costs that are incurred after the budget period. 

(b) The Recipient shall not charge to this award costs that were incurred before the effective 

date of award of this agreement. 

18.4 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 award unless approved in advance in 

writing by the FHWA. 

18.5 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.

18.6 Timing of Payments to the Recipient.

(a) Reimbursement is the payment method for the WCPP Program.

(b) The Recipient shall not request reimbursement of a cost before the Recipient has entered 

into an obligation for that cost.

18.7 Payment Method.

(a) If the FHWA Payment System identified in schedule A is “FMIS,” then the Recipient shall 

follow FMIS procedures to request and receive reimbursement payments under this award. 

(b) If the FHWA Payment System identified in 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) If the FHWA Payment System identified in schedule A is "DELPHI eInvoicing" and the 

recipient is an FLMA or Indian Tribe, then the Recipient shall use the DELPHI eInvoicing 

System to request advance payment if the Recipient has met the requirements outlined in 2 
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C.F.R. 200.305(b)(1) and maintains a financial management system with standards for fund 

control and accountability that are compliant with the financial management requirements 

found in 2 C.F.R. 200.302. 

(d) The FHWA may deny a payment request that is not submitted using the method identified in 

this section 18.7. 

18.8 Information Supporting Expenditures.

(a) If the FHWA Payment System identified in 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), 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 FHWA Payment System identified in schedule A is "DELPHI eInvoicing," then when 

requesting advance payment, the Recipient shall electronically submit the SF-270 (Request 

for Advance or Reimbursement) to clearly document all planned costs associated with the 

advance payment. Requests for advance payment must include a detailed estimate of the 

anticipated cash requirements of the Recipient. The Recipient shall not request advance 

payments that exceed immediate cash requirements of the Recipient in carrying out its 

obligations under this agreement. 

(c) 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.

18.9 Reimbursement Frequency. If the FHWA Payment System identified in schedule A is 

“DELPHI eInvoicing,” then the Recipient shall not request reimbursement more frequently 

than monthly. 

ARTICLE 19

LIQUIDATION, ADJUSTMENTS, AND FUNDS AVAILABILITY

19.1 Liquidation of Recipient Obligations. 

(a) The Recipient shall liquidate all obligations of award funds under this agreement not later 

than the earlier of (1) 120 days after the end of the period of performance. 

(b) Liquidation of obligations and adjustment of costs under this agreement follow the 

requirements of 2 C.F.R. 200.344–200.346. 

19.2 Funds Cancellation. WCPP funding that is obligated for this award under section 4.3 

remains available until expended.
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ARTICLE 20

AGREEMENT MODIFICATIONS

20.1 Bilateral Modifications. The parties may amend, modify, or supplement this agreement by 

mutual agreement in writing signed by the FHWA and the Recipient. Either party may 

request to amend, modify, or supplement this agreement by notice to the other party. 

20.2 Unilateral Contact Modifications.

(a) The Recipient may update the contacts who are listed in schedule A by notice to FHWA. 

(b) The FHWA may update the contacts who are listed in schedule A and section 2.2 by notice 

to the Recipient. 

20.3 FHWA Unilateral Modifications.

(a) The FHWA may unilaterally modify this agreement to comply with Federal law, including 

the Program Statute.

(b) To unilaterally modify this agreement under this section 20.3, the FHWA must provide to 

the Recipient a notice that includes a description of the modification and state the date that 

the modification is effective.

20.4 Other Modifications. The parties shall not amend, modify, or supplement this agreement 

except as permitted under sections 20.1, 20.2, or 20.3. If an amendment, modification, or 

supplement is not permitted under section 20.1, not permitted under section 20.2, and not 

permitted under section 20.3, it is void. 

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 this agreement to expressly identify Federal law applicable to the Recipient or 

activities under this agreement does not make that law inapplicable.

21.3 Federal Freedom of Information Act.
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(a) The USDOT and FHWA are subject to the Freedom of Information Act, 5 U.S.C. 552. 

(b) The Recipient acknowledges that the Grant 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 this 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 this 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 29, this 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; 

(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; and

(4) Subpart B of 49 C.F.R. part 32: Governmentwide Requirements for Drug-free 

Workplace (Financial Assistance).
26 of 34 

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

MONITORING, FINANCIAL MANAGEMENT, CONTROLS, AND RECORDS

22.1 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 this 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. 

22.2 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 22.2(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 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 2022-2023 WCPP

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 “FY 2022-” in the 

2023program 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 “FY 2022-

2023” in column c (“Additional Award Identification”).
27 of 34 

22.3 Internal Controls. The Recipient shall establish and maintain internal controls as required 

under 2 C.F.R. 200.303. 

22.4 FHWA Record Access. The FHWA may access Recipient records related to this award 

under 2 C.F.R. 200.337. All photographs taken of wildlife within the project area by the 

Recipient shall constitute records for the purpose of 2 C.F.R. 200.337. 

ARTICLE 23

NOTICES

23.1 Form of Notice.

(a) For a notice under this agreement to be valid, it must be in writing.

(b) For a notice to FHWA under this agreement to be valid, it must be signed and dated by an 

individual with authority to act on behalf of the Recipient.

23.2 Method of Notice to FHWA. 

(a) For a notice to FHWA under this agreement to be valid, it must be sent by one or more of 

the following: (1) email; (2) a national transportation company with all fees prepaid and 

receipt of delivery; or (3) by registered or certified mail with return receipt requested and 

postage prepaid. 

(b) For a notice to FHWA under this agreement to be valid, it must be addressed to all of the 

FHWA contacts who are listed in schedule A and section 2.2.

(c) Except as specified in section 23.2(d), a valid notice to FHWA under this agreement will be

deemed to have been received on the earliest of (1) when the email is received by FHWA, as 

recorded by FHWA’s email systems, and (2) when indicated on the receipt of delivery by 

national transportation company or mail. 

(d) If a valid notice or other communication to FHWA under this agreement is received after 

5:00 p.m. on a business day, or on a day that is not a business day, then the notice will be 

deemed received at 9:00 a.m. on the next business day. 

23.3 Method of Notice to Recipient.

(a) Except as specified in section 23.3(d), for a notice to the Recipient under this agreement to 

be valid, it must be sent by one or more of the following: (1) email; (2) a national 

transportation company with all fees prepaid and receipt of delivery; or (3) registered or 

certified mail with return receipt requested and postage prepaid.

(b) For a notice to the Recipient under this agreement to be valid, it must be addressed to all of 

the Recipient contacts who are listed in schedule A. 

(c) A valid notice to the Recipient under this agreement is effective when received by the 

Recipient. It will be deemed to have been received:
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(1) for email, on receipt; and, for other delivery, when indicated on the receipt of 

delivery by national transportation company or mail; or 

(2) if the Recipient rejects or otherwise refuses to accept it, or if it cannot be delivered 

because of a change in address or representatives for which no notice was given, then 

on that rejection, refusal, or inability to deliver.

(d) For a notice to the Recipient under article 16 to be valid, it must be sent by one or more of 

the following: (1) a national transportation company with all fees prepaid and receipt of 

delivery or (2) registered or certified mail with return receipt requested and postage prepaid. 

23.4 Recipient Contacts for Notice. If a Recipient contact who is listed in schedule A is unable 

to receive notices under this agreement on behalf of the Recipient, then the Recipient shall 

promptly identify one or more replacement contacts under section 20.2(a).

23.5 Additional Mandatory Notices to FHWA. The Recipient shall notify the FHWA if any

one of the following conditions is satisfied, not later than 5 business days after that condition 

is satisfied:

(1) the Recipient receives a communication related to this award or this agreement from 

the United States Comptroller General, a Federal Inspector General, or any other 

oversight entity; or

(2) the Recipient becomes aware of waste, fraud, abuse, or potentially criminal activity 

related to this agreement.

23.6 Scope of Notice Requirements. The form and method requirements of this article 23, 

including sections 23.1, 23.2, and 23.3, apply only to communications for which this 

agreement expressly uses one or more of the following words: “notice”; “notification”; 

“notify”; or “notifying.” This article 23 does not control or limit other communication 

between the parties about the Project or this agreement.

ARTICLE 24

INFORMATION REQUESTS

24.1 FHWA Information Requests.

(a) By notice, the FHWA may request from the Recipient any information that the FHWA

determines is necessary to fulfill its oversight responsibilities under the Program Statute or 

other Federal law.

(b) If the FHWA requests information from the Recipient under section 24.1(a), the Recipient 

shall respond in the form and at the time detailed in the notice requesting information.

(c) This section 24.1 does not limit the Recipient’s obligations under section 22.4 or 2 C.F.R. 

200.337 to provide access to Recipient records.
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ARTICLE 25

ASSIGNMENT

25.1 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 26

WAIVER

26.1 Waivers. 

(a) A waiver of a term of this agreement granted by the FHWA will not be effective unless it is 

in writing and signed by an authorized representative of the FHWA. 

(b) A waiver of a term of this 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 this agreement, fails to exercise 

a remedy for a breach of this agreement, or fails to reject a payment during a breach of this 

agreement, that failure does not constitute a waiver of that term or breach. 

ARTICLE 27

ADDITIONAL TERMS AND CONDITIONS

27.1 Disclaimer of Federal Liability. The FHWA shall not be responsible or liable for any 

damage to property or any injury that may arise from, or be incident to, performance or 

compliance with this agreement.

27.2 Relocation and Real Property Acquisition.

(a) The Recipient shall comply with the land acquisition policies in 49 C.F.R. 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. 24 subpart C and shall provide reasonable relocation payments and assistance to 

displaced persons as required in 49 C.F.R. 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. 24 

subpart E. 

27.3 Equipment Disposition.
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(a) In accordance with 2 C.F.R. 200.313 and 1201.313, if the Recipient or a subrecipient 

acquires equipment under this 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.

(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 27.3 for all tiers of subawards under 

this award. 

27.4 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 27.4(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 communication stating 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 27.4(a) depend on the 

Recipient conducting necessary environmental analyses and submitting necessary 

documents to the Environmental Review Entity; and
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(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 this agreement 

may inform environmental decision-making processes, but the parties do not intend this 

agreement to document the alternatives under consideration under those processes. If a build 

alternative is selected that does not align with schedule B or other information in this 

agreement, then:

(1) the parties may amend this agreement under section 20.1 for consistency with the 

selected build alternative; or 

(2) if the FHWA determines that the condition at section 17.1(a)(5) is satisfied, the 

FHWA may terminate this agreement under section 17.1(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.

27.5 Railroad Coordination. If section 3 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 the railroad’s right-of-way.

ARTICLE 28

MANDATORY AWARD INFORMATION

28.1 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 

30.2; 

(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.

28.2 Federal Award Identification Number.

(a) If the FHWA Payment System identified schedule A is “FMIS,” then the Federal Award 

Identification Number will be generated when the FHWA Division authorizes the project in 
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FMIS. The Recipient acknowledges that it has access to FMIS and can retrieve the FAIN 

from FMIS.

(b) If the FHWA Payment System identified in schedule A is “DELPHI eInvoicing,” then the 

Federal Award Identification Number is listed on page 1, line 1 of the project-specific 

agreement.

28.3 Recipient’s Unique Entity Identifier.

(a) If the FHWA Payment System identified in 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 identifier from 

FMIS. 

(b) If the FHWA Payment System identified in 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.

28.4 Budget Period. The budget period for this award begins on the date of this agreement and 

ends on the budget period end date that is listed in section 1 of schedule C. In this 

agreement, “budget period” is used as defined at 2 C.F.R. 200.1. 

28.5 Period of Performance.

(a) If the FHWA Payment System identified in schedule A is “FMIS,” then the period of 

performance for this award begins on the date of this agreement and ends on project end date 

in FMIS.

(b) If the FHWA Payment System identified in schedule A is “DELPHI eInvoicing,” then the 

period of performance for this award is listed on page 1, line 6 of the project-specific 

agreement. 

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

ARTICLE 29

CONSTRUCTION AND DEFINITIONS

29.1 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 WCPP Program Designations

Schedule G WCPP Performance Measurement Information

Schedule H Climate Change and Environmental Justice Impacts

Schedule I Racial Equity and Barriers to Opportunity 
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Schedule J Labor and Work

Schedule K Civil Rights and Title VI 

29.2 Exhibits. The following exhibits, which are located in the document titled 

“Exhibits to FHWA Grant Agreements Under the Fiscal Year 2022-2023 

Wildlife Crossings Pilot Program,” dated January 5, 2024, and available at 

[INSERT HYPERLINK], 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 

29.3 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 an Attachment listed in section 

29.1 will expressly identify the relevant Attachment; and 

(3) there are no references to articles or sections in project-specific portions of the 

agreement that are not contained in Attachments listed in section 29.1. 

(b) If a provision in these General Terms and Conditions or the exhibits conflicts with a 

provision in the project-specific portion of the agreement, then the project-specific 

portion of the 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. 

29.4 Integration. This agreement constitutes the entire agreement of the parties relating to the 

WCPP and awards under that program and supersedes any previous agreements, oral or 

written, relating to the WCPP and awards under that program. 

29.5 Definitions. In this agreement, the following definitions apply:

“General Terms and Conditions” means this document, including articles 1–30.

“Grant Application” means the application identified in schedule A, including Standard 

Form 424 and all information and attachments submitted with that form through 

Grants.gov. 

“Program Statute” means the statutory text at 23 U.S.C. 171. 
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“Project” means the project proposed in the Grant Application, as modified by the 

negotiated provisions of this agreement, including schedule A-K. 

“WCPP Grant” means an award of funds that were made available under the NOFO. 

29.6 References to Times of Day. All references to times of day in this agreement are deemed 

references to that time at the prevailing local time in Washington, DC.

ARTICLE 30

AGREEMENT EXECUTION AND EFFECTIVE DATE

30.1 Counterparts. This agreement may be executed in counterparts, which constitute one 

document. The parties intend each countersigned original to have identical legal effect.

30.2 Effective Date. The agreement will become effective when all parties have signed it. The 

date of this agreement will be the date this agreement is signed by the last party to sign it. 

This instrument constitutes a WCPP Grant when the USDOT’s authorized representative 

signs it.