HomeMy WebLinkAboutStaff Report 2404-2952CITY OF PALO ALTO
Rail Committee
Regular Meeting
Thursday, May 23, 2024
2:30 PM
Agenda Item
1.Review the Funding Agreement between the City of Palo Alto and the Federal Railroad
Administration (FRA) for $6 million of grant funds and recommend City Council approval.
Rail Committee
Staff Report
From: City Manager
Report Type: ACTION ITEMS
Lead Department: Transportation
Meeting Date: May 23, 2024
Report #:2404-2952
TITLE
Review the Funding Agreement between the City of Palo Alto and the Federal Railroad
Administration (FRA) for $6 million of grant funds and recommend City Council approval.
RECOMMENDATION
Review the Funding Agreement between the City of Palo Alto and the Federal Railroad
Administration (FRA) for the obligation of the $6.0 million in grant funding contribution under
the Rail Crossing Elimination Program to perform the Preliminary Engineering and Environmental
Documentation Phase to be completed by June 2027 for the Grade Crossings at Churchill Avenue,
Meadow Drive, and Charleston Road and recommend to the City Council for approval.
EXECUTIVE SUMMARY
While the Connecting Palo Alto Rail Grade Separation Project involves grade separation at four
at-grade crossings, the city has been actively focusing on the three crossings of Churchill Avenue,
Meadow Drive, and Charleston Road. The Office of Transportation Staff submitted an application
requesting a $6.0 million Federal Grant from the Rail Crossing Elimination Program for
contribution towards preliminary engineering and environmental documentation preparation in
October 2022, with the remaining $14.0 million anticipated from the Santa Clara County Measure
B Grade Separation Fund. This phase is planned to be completed in three years ending in June
2027. This staff report brings the draft Funding Agreement with the Federal Railroad
Administration for the Rail Committee review and recommendation to the City Council.
BACKGROUND
The Caltrain commuter train service owned and operated by Peninsula Corridor Joints Powers
Board (PCJPB) runs north-south along Alma Street in Palo Alto. There are currently seven major
throughfares where people and vehicles cross along this corridor in Palo Alto. Three of these
crossings are already grade-separated, however, the other four (Palo Alto Avenue, Churchill
Avenue, Meadow Drive, and Charleston Road) cross the tracks at the same level. Alma Street
runs parallel to the rail corridor thereby creating intersections that are controlled by traffic
signals adjacent to the train tracks at these crossings.
Caltrain plans to run electric trains on a more frequent schedule and implement its 2040 Business
Plan. This will result in increased traffic congestion at existing at-grade crossings and adjacent
intersections. If the City does not pursue safety and mobility improvements, a total gate
downtime of 9 minutes during peak hours is expected with electrification, which is 15% of the
peak hour time. These queues will only get longer with the implementation of Caltrain’s 2040
plan and will create congestion and safety issues. In addition, at-grade crossings pose an ongoing
safety risk that have placed Palo Alto’s crossings among the highest risk of collisions in the state.
Therefore, the City has initiated the Connecting Palo Alto Project and is actively pursuing the
conceptual design for the grade separations at Churchill Avenue, Meadow Drive, and Charleston
Road crossings. Over the past two years, the Rail Committee has provided a significant review
and direction to staff in review of the conceptual design that includes the refinements to
underpass alternatives, preliminary geotechnical analysis, traffic and circulation studies, noise
and vibration analysis, four tracking segments, the Council Adopted Criteria, and Caltrain staff
comments, and proposing possible solutions, etc.
On April 16, 2024, the Rail Committee reviewed work completed to date and recommended the
following for advancing grade separation alternatives into the Preliminary Engineering and
Environmental Documentation Phase:
1. Churchill Avenue crossing:
a. Confirmed Partial Underpass Alternative as the Preferred Alternative
b. Recommended Seale Avenue as preferred location for bicycle and
pedestrian crossing under this partial underpass alternative.
2. Meadow Drive and Charleston Road crossings:
a.Recommended the Underpass Alternative and Hybrid Alternative at
Meadow Drive and Charleston Road
b. The Committee also recommended to consider the following elements for
Underpass Alternatives at all crossings during the Preliminary Engineering
phase.
Seek ways to reduce property impacts
Optimize bike/pedestrian crossings
Where feasible, improve connections to bike infrastructure beyond
the study area to improve the network
o Improve connection to Park Blvd
o Explore modifications/refinements to the Bike Blvd,
along Park Blvd to improve overall bike network
o Further refine the traffic circle on Charleston Road to
reduce the property impacts
o Refine construction impacts to better understand
possible mutations needed during the lengthy
construction process.
The Connecting Palo Alto Grade Separation Project is a significant infrastructure project with
project costs expected to be well above $500 million for the three crossings at Churchill Avenue,
Meadow Drive, and Charleston Road. Therefore, City staff continuously seek grant funding from
various federal and state programs. In October 2022, staff applied for Federal Funding under the
Rail Crossing Elimination Program that was developed by the Federal Railroad Administration
under the Infrastructure Investment and Jobs Act (IIJA). The project was selected for $6.0 million
in Federal assistance towards the Preliminary Engineering and Environmental Phase. The
remaining contribution of funding of $14 million is supplemented by the voters-approved 2016
Santa Clara County Measure B Funding dedicated for Grade Separations in Santa Clara County
which includes the project crossings. This phase is planned to be completed in three years ending
in June 2027. The Measure B Grade Separation funding is managed by the Santa Clara Valley
Transportation Agency (VTA).
ANALYSIS
Office of Transportation staff has been working with Federal Railroad Administration and Caltrain
Staff in developing the Funding Agreement. The staff report presents the proposed Funding
Agreement with the Federal Railroad Administration for the review of the Rail Committee. The
major terms of the agreement are as follows:
Project Scope: Preliminary Engineering and Environmental Documentation for Churchill Avenue,
Meadow Drive, and Charleston Road Grade Separation
Federal Railroad Contribution (30%) - up to $ 6.0 Million
Non-Federal Fund Contribution (70%) - up to $14.0 Million
Expected Date of Execution - July 2024
Expected Completion Date - June 30, 2027
The corridor serves the Caltrain passenger commuter trains, the Union Pacific Railroad freight
service, and plans to serve the future California High-Speed Rail services. The railroad right of
way is maintained and operated by the Peninsula Corridor Joints Power Board (PCJPB) and has
operating and agreements with other existing and planned service operators. Therefore, PCJPB
will serve as the lead implementing agency and will play a major role in the design and
construction of this grade separation project.
Staff is also working with the three agencies‘ agreement between VTA, PCJPB, and the City of
Palo Alto. This agreement will formalize the roles of each agency for the preparation of
Preliminary Engineering and Environmental documentation and funding from the Measure B
Grade Separation funding. The funding for the Preliminary Engineering and Environmental
Documentation Phase is programmed for allocation in the VTA budget from the Measure B Grade
Separation funding for the City of Palo Alto Grade Separation Projects. However, City will need
to enter into a separate agreement for award of this Measure B grade separation funding through
three party cooperative funding agreement. Staff will bring forth this agreement(s) for the rail
committee review in near future.
The construction of infrastructure improvements for the construction of three grade separation
projects will be based on the alternative selection and the completion of preliminary designs and
environmental studies. Staff recommends that the Rail Committee recommends the City Council
the approval of this Funding Agreement between the City and the Federal Railroad
Administration.
FISCAL/RESOURCE IMPACT
Funding for this agreement is programmed in the 2024-2028 Capital Improvement Plan in the
Meadow Drive and Charleston Road (PL-24000) and Churchill Avenue (PL-24001) Rail Grade
Separation and Safety Improvements projects. The total anticipated cost for the Preliminary
Engineering and Environmental Documentation Phase is estimated at $20 million. The Federal
Railroad Administration will fund 30% of the cost up to $6.0 million and the remaining $14 million
is expected to be funded through Santa Clara County Measure B Grade Separation funding
through a separate agreement with Santa Clara Valley Transportation Agency. Funding for
possible amendments to the agreement and/or future agreements as discussed in the Discussion
section will be requested through budget amendments as needed or appropriated through the
annual budget process.
STAKEHOLDER ENGAGEMENT
The Rail Committee and the City Council meetings are open to the public, offering community
members opportunities to provide comments and feedback. The Rail Committee meetings are
regularly conducted, and their information is posted on the City Calendar. Residents who have
subscribed to City Meetings notifications receive notifications about the Rail Committee
meetings. Additionally, notifications about the Rail Committee and the City Council meetings are
disseminated through the City’s YouTube Channel. The Transportation Department also provides
updates on City projects, including Rail Grade Separation projects, in the Transportation Connect
Newsletter and, on the project’s, ConnectingPaloAlto.com website. As part of the next steps, staff
sent postcards to the community for outreach and public information sharing in advance of the
City Council Study Session on April 29, and informing about the May 23 Rail Committee and June
10 Council meeting.
ENVIRONMENTAL REVIEW
The proposed action is part of a planning study for a possible future action, which has not been
approved, adopted, or funded and is therefore exempt from the California Environmental Quality
Act (CEQA) in accordance with CEQA Guidelines Section 15262. The future decision to approve
the construction of any one of the identified potential alternatives would be subject to CEQA and
require the preparation of an environmental analysis. The project plans to enter the Preliminary
Engineering and Environmental Documentation Phase and will conduct an environmental review
pursuant to CEQA and NEPA requirements.
ATTACHMENTS
Attachment A: Proposed Funding Agreement between the City of Palo Alto and the Federal
Railroad Administration (Subject to Change)
APPROVED BY:
Philip Kamhi, Chief Transportation Official
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Attachment 1
GENERAL TERMS AND CONDITIONS
Revision Date: December 11, 2023
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General Terms and Conditions
Table of Contents
ATTACHMENT 1 ............................................................................................................................................. 7
ARTICLE 1: TERMS AND CONDITIONS .......................................................................................................... 7
1.1 General Terms and Conditions ..................................................................................................... 7
1.2 Project-Specific Terms and Conditions ......................................................................................... 7
1.3 Program-Specific Clauses .............................................................................................................. 7
1.4 Exhibits .......................................................................................................................................... 8
ARTICLE 2: FRA ROLE AND RESPONSIBILITIES .............................................................................................. 8
2.1 FRA Role ........................................................................................................................................ 8
2.2 FRA Professional Staff ................................................................................................................... 8
ARTICLE 3: RECIPIENT ROLE ......................................................................................................................... 9
3.1 Representations and Acknowledgments on the Project .............................................................. 9
3.2 Representations on Authority and Capacity ................................................................................. 9
3.3 FRA Reliance ................................................................................................................................ 10
3.4 Project Delivery ........................................................................................................................... 10
3.5 Rights and Powers Affecting the Project .................................................................................... 10
3.6 Notification of Changes to Key Personnel .................................................................................. 11
ARTICLE 4: AWARD AMOUNT, OBLIGATION, AND TIME PERIODS ............................................................. 11
4.1 Federal Award Amount ............................................................................................................... 11
4.2 Federal Obligations ..................................................................................................................... 11
4.3 Maximum Funding Amount ........................................................................................................ 11
4.4 Budget Period.............................................................................................................................. 11
4.5 Period of Performance ................................................................................................................ 11
ARTICLE 5: STATEMENT OF WORK, SCHEDULE, AND BUDGET CHANGES .................................................. 11
5.1 Notification Requirement ........................................................................................................... 11
5.2 Scope and Statement of Work Changes ..................................................................................... 12
5.3 Schedule Changes ....................................................................................................................... 12
5.4 Budget Changes .......................................................................................................................... 12
5.5 Project Cost Savings .................................................................................................................... 13
5.6 FRA Acceptance of Changes ........................................................................................................ 13
ARTICLE 6: GENERAL REPORTING TERMS .................................................................................................. 14
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6.1 Alternative Reporting Methods .................................................................................................. 14
6.2 Paperwork Reduction Act Notice ................................................................................................ 14
ARTICLE 7: PROGRESS AND FINANCIAL REPORTING .................................................................................. 14
7.1 Quarterly Project Progress Reports and Recertifications ........................................................... 14
7.2 Final Progress Reports and Financial Information ...................................................................... 15
7.3 Real Property Reporting .............................................................................................................. 15
ARTICLE 8: PERFORMANCE MEASUREMENT AND REPORTING ................................................................. 15
8.1 Baseline Performance Measurement ......................................................................................... 15
8.2 Post-Project Performance Measurement ................................................................................... 15
8.3 Project Outcomes Report ............................................................................................................ 16
8.4 General Performance Measurement Requirements .................................................................. 16
8.5 Outcome Measurement and Reporting Survival ........................................................................ 16
ARTICLE 9: NONCOMPLIANCE AND REMEDIES .......................................................................................... 16
9.1 Noncompliance Determinations ................................................................................................. 16
9.2 Remedies ..................................................................................................................................... 17
9.3 Other Oversight Entities .............................................................................................................. 18
ARTICLE 10: AGREEMENT SUSPENSION AND TERMINATION .................................................................... 18
10.1 Suspension of Award Activities ................................................................................................... 18
10.2 FRA Termination ......................................................................................................................... 19
10.3 Closeout Termination.................................................................................................................. 19
10.4 Post-Termination Adjustments ................................................................................................... 19
10.5 Non-Terminating Events ............................................................................................................. 19
ARTICLE 11: MONITORING, FINANCIAL MANAGEMENT, CONTROLS, AND RECORDS ............................... 20
11.1 Recipient Monitoring and Record Retention .............................................................................. 20
11.2 Financial Records and Audits ...................................................................................................... 20
11.3 Internal Controls ......................................................................................................................... 21
11.4 FRA Record Access ...................................................................................................................... 21
11.5 Site Visits ..................................................................................................................................... 21
ARTICLE 12: CONTRACTING AND SUBAWARDING ..................................................................................... 21
12.1 Buy America ................................................................................................................................ 21
12.2 Small and Disadvantaged Business Requirements ..................................................................... 22
12.3 Engineering and Design Services [Reserved] .............................................................................. 22
12.4 Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment ... 22
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12.5 Pass-Through Entity Responsibilities .......................................................................................... 22
12.6 Local Hiring Preference for Construction Jobs ............................................................................ 22
12.7 Procurement ............................................................................................................................... 23
ARTICLE 13: COSTS, PAYMENTS, AND UNEXPENDED FUNDS .................................................................... 23
13.1 Limitation of Federal Award Amount ......................................................................................... 23
13.2 Project Costs ............................................................................................................................... 23
13.3 Timing of Project Costs ............................................................................................................... 23
13.4 Recipient Recovery of Federal Funds .......................................................................................... 23
13.5 Unexpended Agreement Federal Funds ..................................................................................... 24
13.6 Interest Earned ........................................................................................................................... 24
13.7 Timing of Payments to the Recipient .......................................................................................... 24
13.8 Payment Method ........................................................................................................................ 24
13.9 Information Supporting Expenditures ........................................................................................ 24
13.10 Reimbursement Request Timing Frequency ............................................................................... 24
13.11 Program Income .......................................................................................................................... 25
ARTICLE 14: PROPERTY AND EQUIPMENT ................................................................................................. 25
14.1 General Requirements ................................................................................................................ 25
14.2 Relocation and Real Property Acquisition .................................................................................. 25
14.3 Use for Originally Authorized Purpose ........................................................................................ 25
14.4 Maintenance ............................................................................................................................... 25
14.5 Real Property Disposition ............................................................................................................ 26
14.6 Equipment Disposition ................................................................................................................ 26
14.7 Recordkeeping ............................................................................................................................ 26
14.8 Encumbrance .............................................................................................................................. 26
ARTICLE 15: AMENDMENTS ....................................................................................................................... 26
15.1 Bilateral Amendments ................................................................................................................ 26
15.2 FRA Unilateral Amendments ....................................................................................................... 26
15.3 Other Amendments .................................................................................................................... 27
ARTICLE 16: CLIMATE CHANGE AND ENVIRONMENTAL JUSTICE .............................................................. 27
16.1 Climate Change and Environmental Justice ................................................................................ 27
ARTICLE 17: RACIAL EQUITY AND BARRIERS TO OPPORTUNITY ................................................................ 27
17.1 Racial Equity and Barriers to Opportunity .................................................................................. 27
ARTICLE 18: LABOR AND WORK ................................................................................................................. 27
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18.1 Labor and Work ........................................................................................................................... 27
18.2 OFCCP Mega Construction Project Program ............................................................................... 28
ARTICLE 19: CRITICAL INFRASTRUCTURE SECURITY AND RESILIENCE ....................................................... 28
19.1 Critical Infrastructure Security and Resilience ............................................................................ 28
ARTICLE 20: FEDERAL FINANCIAL ASSISTANCE, ADMINISTRATIVE, AND NATIONAL POLICY
REQUIREMENTS .......................................................................................................................................... 28
20.1 Uniform Administrative Requirements for Federal Awards ....................................................... 28
20.2 Federal Law and Public Policy Requirements ............................................................................. 29
20.3 Federal Freedom of Information Act .......................................................................................... 29
20.4 History of Performance ............................................................................................................... 29
20.5 Whistleblower Protection ........................................................................................................... 29
20.6 External Award Terms and Obligations ....................................................................................... 29
20.7 Incorporated Certifications ......................................................................................................... 30
ARTICLE 21: ASSIGNMENT.......................................................................................................................... 30
21.1 Assignment Prohibited ................................................................................................................ 30
ARTICLE 22: WAIVER .................................................................................................................................. 30
22.1 Waivers ....................................................................................................................................... 30
ARTICLE 23: ADDITIONAL TERMS AND CONDITIONS ................................................................................. 31
23.1 Disclaimer of Federal Liability ..................................................................................................... 31
23.2 Environmental Review ................................................................................................................ 31
23.3 Project Maintenance Requirement ............................................................................................. 32
23.4 Appropriations Act Requirements .............................................................................................. 32
23.5 Standards of Conduct .................................................................................................................. 32
23.6 Changed Conditions of Performance .......................................................................................... 33
23.7 Litigation ..................................................................................................................................... 33
23.8 Bipartisan Infrastructure Law Signage Guidelines ...................................................................... 33
23.9 Equipment and Supplies ............................................................................................................. 33
23.10 Safety and Technology Data ....................................................................................................... 34
23.11 Intellectual Property ................................................................................................................... 34
23.12 Liquidation of Recipient Obligations ........................................................................................... 34
ARTICLE 24: CONSTRUCTION AND DEFINITIONS ....................................................................................... 34
24.1 Agreement .................................................................................................................................. 34
24.2 Construction ................................................................................................................................ 34
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24.3 Integration .................................................................................................................................. 35
24.4 Definitions ................................................................................................................................... 35
24.5 Calendar Dates ............................................................................................................................ 36
24.6 Communication in Writing .......................................................................................................... 36
ARTICLE 25: AGREEMENT EXECUTION AND EFFECTIVE DATE ................................................................... 36
25.1 Counterparts ............................................................................................................................... 36
25.2 Effective Date .............................................................................................................................. 36
ARTICLE 26: PROGRAM-SPECIFIC CLAUSES ................................................................................................ 36
26.1 Interstate Rail Compacts Grant Program .................................................................................... 36
26.2 Railroad Crossing Elimination Program Clauses ......................................................................... 38
26.3 Consolidated Rail Infrastructure and Safety Improvements Grants Clauses .............................. 41
26.4 Restoration and Enhancement Grants Clauses ........................................................................... 43
26.5 Federal-State Partnership for Intercity Passenger Rail and Federal-State Partnership for State
of Good Repair Clauses ........................................................................................................................... 45
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ATTACHMENT 1
This Grant Agreement (Agreement) is between the Federal Railroad Administration (FRA) and the
Recipient identified in Attachment 2: Project-Specific Terms and Conditions. This Agreement, including
the Agreement cover sheet, this Attachment 1, Attachment 2, and Exhibits A–C, constitutes the entire
Agreement between FRA and the Recipient regarding the Project as defined in Attachment 2. All prior
discussions and understandings concerning the scope and subject matter of this agreement are
superseded by this Agreement.
This Agreement is governed by and subject to 2 C.F.R. part 200, Uniform Administrative Requirements,
Cost Principles and Audit Requirements for Federal Awards, and the U.S. Department of Transportation
(USDOT) implementing regulations at 2 C.F.R. part 1201.
ARTICLE 1: TERMS AND CONDITIONS
1.1 General Terms and Conditions
This Attachment 1: General Terms and Conditions, is part of the Agreement between FRA and
the Recipient. This Attachment 1 contains the standard terms and conditions governing the
administration of this Agreement and the execution of the Project. The General Terms and
Conditions incorporate by reference the information contained in Attachment 2 and the Exhibits
to this Agreement.
1.2 Project-Specific Terms and Conditions
Attachment 2: Project-Specific Terms and Conditions, is part of the Agreement between FRA and
the Recipient. Attachment 2 contains Project-Specific Terms and Conditions, which may include
special terms and conditions.
1.3 Program-Specific Clauses
Article 26 of this Attachment 1 contains the applicable program-specific clauses. The Recipient
will comply with the program-specific clauses below that are associated with the grant program
identified in Attachment 2 of this Agreement. In the event that the Recipient’s grant is not
authorized under a program listed below, Article 26 does not apply.
(a) For Projects funded under the Interstate Rail Compacts program (49 U.S.C. § 22910),
the Recipient will comply with the program-specific clauses in Article 26.1.
(b) For Projects funded under the Railroad Crossing Elimination program (49 U.S.C. §
22909), the Recipient will comply with the program-specific clauses in Article 26.2.
(c) For Projects funded under the Consolidated Rail Infrastructure and Safety
Improvements program (49 U.S.C. § 22907), the Recipient will comply with the program-
specific clauses in Article 26.3.
(d) For Projects funded under the Restoration and Enhancement program (49 U.S.C. §
22908), the Recipient will comply with the program-specific clauses in Article 26.4.
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(e) For Projects funded under the Federal-State Partnership for Intercity Passenger Rail
program (49 U.S.C. § 24911) and Federal-State Partnership for State of Good Repair (as
authorized in Sections 11103 and 11302 of the Passenger Rail Reform and Investment Act
of 2015 (Title XI of the Fixing America’s Surface Transportation (FAST) Act, Pub. L. No. 114-
94 (2015))), the Recipient will comply with the program-specific clauses in Article 26.5.
1.4 Exhibits
Exhibits A–C are part of the Agreement between FRA and the Recipient. The Recipient will
comply with Exhibits A–C.
ARTICLE 2: FRA ROLE AND RESPONSIBILITIES
2.1 FRA Role
(a) FRA is responsible for funding disbursements to the Recipient under this Agreement.
FRA will also conduct oversight and monitoring activities to assess Recipient progress
against established performance goals and to assess compliance with terms and
conditions, including the Statement of Work and other requirements of this Agreement.
(b) If this award is made as a Cooperative Agreement, FRA will have substantial
programmatic involvement. Substantial involvement means that, after award, technical,
administrative, or programmatic staff will assist, guide, coordinate, or otherwise
participate with the Recipient in Project activities.
(c) If this award is made as a Grant, FRA will not have substantial programmatic
involvement.
2.2 FRA Professional Staff
FRA may provide professional staff to review work in progress, completed products, and to
provide or facilitate access to technical assistance when it is available, feasible, and appropriate.
FRA professional staff may include the following:
(a) Financial Analyst. The Financial Analyst will serve as the Recipient’s point of contact
for systems (e.g., GrantSolutions and the Delphi eInvoicing System) access and
troubleshooting as well as for financial monitoring.
(b) Grant Manager. The Grant Manager will serve as the Recipient’s point of contact for
grant administration and will oversee compliance with the terms and conditions in this
Agreement. The Grant Manager reviews financial reports, performance reports, and works
with the Project Manager to facilitate effective Project delivery.
(c) Project Manager. The Project Manager will serve as the Recipient’s point of contact for
the technical aspects of Project delivery. The Project Manager coordinates Project
deliverable review, provides technical assistance to the Recipient, and generally assesses
Project progress and performance.
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ARTICLE 3: RECIPIENT ROLE
3.1 Representations and Acknowledgments on the Project
(a) The Recipient represents that:
(1) all material statements of fact in the Application were accurate when the
Application was submitted and now; and
(2) the Recipient read and understands the terms and conditions in Attachment 1
and Attachment 2 of this Agreement, the applicable program-specific clauses in
Article 26 of this Attachment 1, and the information and conditions in the Exhibits.
(b) The Recipient acknowledges that:
(1) the terms and conditions impose obligations on the Recipient and that the
Recipient’s non-compliance with the terms and conditions may result in remedial
action, including terminating the Agreement, disallowing costs incurred for the
Project, requiring the Recipient to refund Federal contributions to FRA, and
reporting the non-compliance in the Federal-government-wide integrity and
performance system. Recipient acknowledges that the terms and conditions
impose such obligations on the Recipient whether the award is made as a
Cooperative Agreement, Grant Agreement, or Phased Funding Agreement.
(2) The Recipient acknowledges that the requirements of this Agreement apply to
the entire Project, including Project costs satisfied from sources other than
Agreement Federal Funds.
(c) By entering into this Agreement with FRA, the Recipient agrees to comply with the
terms and conditions in Attachment 1 and Attachment 2, including applicable program-
specific clauses in Article 26 of this Attachment 1, Exhibits A–C, and all applicable Federal
laws and regulations, including those identified in this Agreement. The Recipient will
ensure compliance with all terms of this Agreement and all of its parts for all tiers of
subawards and contracts under this Agreement, as appropriate. The Recipient
understands that the terms and conditions of this Agreement apply regardless of whether
the award is made as a Cooperative Agreement, Grant Agreement, or Phased Funding
Agreement.
3.2 Representations on Authority and Capacity
The Recipient represents that:
(a) it has the legal authority to receive Federal financial assistance under this Agreement;
(b) it has the legal authority to complete the Project;
(c) all representations and warranties made in the Federal System for Awards
Management (SAM.gov) and in the Application are true and correct;
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(d) it has the capacity, including legal, technical, institutional, managerial, and financial
capacity, to comply with its obligations under this Agreement and complete the Project;
(e) the Non-Federal Funds listed in Article 6 of Attachment 2 of this Agreement are
committed to fund the Project;
(f) it has sufficient funds available to ensure that equipment and infrastructure funded
under this Agreement will be operated and maintained in compliance with this Agreement
and applicable Federal law;
(g) it has sufficient funds available to ensure that operations funded under this agreement
are conducted in compliance with this Agreement and applicable Federal law; and
(h) the individual executing this agreement on behalf of the Recipient has the legal
authority to enter this Agreement and make the statements and certifications in this
Agreement on behalf of the Recipient.
3.3 FRA Reliance
The Recipient acknowledges that:
(a) FRA relied on statements of fact in the Application and SAM.gov to select the Project
to receive this award;
(b) FRA relied on statements of fact in the Application, SAM.gov, and this Agreement to
determine that the Recipient and the Project are eligible to receive financial assistance
under this Agreement;
(c) FRA relied on statements of fact in the Application, SAM.gov, and this Agreement to
determine that the Recipient has the legal authority to implement the Project; and
(d) FRA relied on statements of fact in both the Application and this Agreement to
establish the terms of this Agreement; and
(e) FRA’s selection of the Project to receive this award may have prevented awards to
other eligible applicants.
3.4 Project Delivery
(a) The Recipient will implement and complete the Project to FRA’s satisfaction under the
terms of this Agreement.
(b) The Recipient will 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 will not take or permit any action that deprives it of any rights or powers
necessary to the Recipient’s performance under this Agreement without written approval
of FRA.
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(b) The Recipient will act promptly, in a manner acceptable to FRA, 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 will notify the FRA Grant Manager in writing within 30 days of any change in key
personnel who are identified in the Application, which may require an amendment to this
Agreement.
ARTICLE 4: AWARD AMOUNT, OBLIGATION, AND TIME PERIODS
4.1 Federal Award Amount
Under this Agreement, FRA awards a Grant to the Recipient in the amount that is the
Agreement Federal Funds in Article 6.1 of Attachment 2 of this Agreement.
4.2 Federal Obligations
This Agreement obligates for the budget period the amount that is the Agreement Federal
Funds in Article 6.1 of Attachment 2 of this Agreement.
4.3 Maximum Funding Amount
This Agreement funds the Project at the lesser amount of the Agreement Federal Funds in
Article 6.1 of Attachment 2 of this Agreement, or the FRA maximum contribution percentage of
the total Project cost identified in Article 6.5 of Attachment 2 of this Agreement.
4.4 Budget Period
The budget period for this award begins on the date of this Agreement and ends on the end
date that is listed in Section 5 on the Agreement cover sheet. In this Agreement, “budget
period” is used as defined at 2 C.F.R. § 200.1.
4.5 Period of Performance
The Period of Performance for this award is listed in Section 4 on the Agreement cover sheet. In
this 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 will notify the FRA Grant Manager and Project Manager by electronic
correspondence within 30 days of any change in circumstances or commitments that adversely
affect the Recipient’s plan to complete the Project, including change in authority. In that
notification, the Recipient will 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 an
amendment to this Agreement.
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5.2 Scope and Statement of Work Changes
If the Project’s activities differ from the activities described in Article 4 of Attachment 2 of this
Agreement, then the Recipient will notify FRA in writing of the change, which may require an
amendment to this Agreement.
5.3 Schedule Changes
If one or more of the following conditions are satisfied, then the Recipient will request an
amendment to this Agreement to update the Estimated Project Schedule in Section 5.2 of
Attachment 2 of this Agreement:
(a) a completion date for the Project or a component of the Project is listed in the
Estimated Project Schedule in Section 5.2 of Attachment 2 of this Agreement and the
Recipient’s estimate for that milestone changes to a date that is more than six months
after the date listed;
(b) a schedule change would require the budget period to continue after the end of the
budget period defined in Section 4.4; or
(c) a schedule change would require the Period of Performance to continue after the end
of the Period of Performance defined in Section 4.5. The Recipient must submit requests
to extend the Period of Performance not later than 90 days before the end of the Period
of Performance.
For other schedule changes, the Recipient will notify the Grant Manager 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;
(2) any additional funds the Recipient contributes to complete the Project are
subject to the requirements of this Agreement in the same manner as the Non-
Federal Funds identified in Article 6.5 of Attachment 2 of this Agreement; and
(3) FRA will not increase the amount of this award to address any funding
shortfall.
(b) The Recipient will notify FRA in writing if the total Project cost, as described in Table 6-
A of Attachment 2 of this Agreement, amount increases, which may result in an
amendment to this Agreement.
(c) The Recipient will notify FRA in writing if the Non-Federal Funds amount decreases,
which may result in an amendment to this Agreement.
(d) For all other budget changes, the Recipient will follow the applicable procedures and
document the changes in writing.
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5.5 Project Cost Savings
(a) If there are Project Cost Savings, then the Recipient may notify FRA in writing of its
intent to include in the Project and complete with the Project Cost Savings the additional
activities within the scope of this award that are specified in the Additional Task(s) in
Article 4 of Attachment 2 of this Agreement. The Recipient will complete the Additional
Task(s) after FRA provides a written approval. An amendment to this Agreement is not
required to proceed with the Additional Task(s).
(b) If there are Project Cost Savings, and there are not Additional Task(s) identified in
Article 4 of Attachment 2 of this Agreement, then the Recipient may propose a new task
that is within the scope of this award and request an amendment to add the new task to
this Agreement and complete it with Project Cost Savings.
(c) In this Agreement, “Project Cost Savings” means the difference between the actual
costs to complete the Project and the estimated total Project cost listed in Section 6.5 of
Attachment 2 of this Agreement, if after the Recipient completes the tasks identified in
Article 4 of Attachment 2 of this Agreement to FRA’s satisfaction, the actual Project costs
are less than the estimated total Project costs. There are no Project Cost Savings prior to
completion of the Project or if the actual costs to complete the Project are equal to or
greater than the total Project cost listed in Section 6.5 of Attachment 2 of this Agreement.
(d) If there are Project Cost Savings and either the Recipient does not make a proposal or
FRA does not accept the Recipient’s proposal under (a) of this Section 5.5, then:
(1) The Recipient will provide written notice to FRA and reduce the Federal Share
by the Project Cost Savings, which may result in an amendment to this
Agreement; and
(2) If the reduced Federal Share reduces this award and the Recipient received
reimbursed costs exceeding the appropriate amount under the reduced award,
the Recipient will refund the difference between the reimbursed costs and the
reduced award.
(e) In this Agreement, “Federal Share” means the sum of the Agreement Federal Funds
and Other Federal Funds amounts that are identified in the Approved Project Budget in
Section 6.5 of Attachment 2 of this Agreement.
(f) The Recipient acknowledges that amounts that are required to be refunded under this
Section constitute a debt to the Federal Government that FRA may collect under 2 C.F.R. §
200.346 and the Federal Claims Collection Standards (31 C.F.R. parts 900–999).
5.6 FRA Acceptance of Changes
FRA may accept or reject changes requested under this Article 5, and in doing so may elect to
consider only the interests of the grant program and FRA. The Recipient acknowledges that any
request under this Article 5 does not amend, modify, or supplement this Agreement unless FRA
14
accepts the request and the parties amend this Agreement under Section 15.1 of this
Attachment 1.
ARTICLE 6: GENERAL REPORTING TERMS
6.1 Alternative Reporting Methods
FRA may establish processes for the Recipient to submit reports required by this Agreement,
including electronic submission processes. If the Recipient is notified of those processes in
writing, the Recipient will use the processes required by FRA.
6.2 Paperwork Reduction Act Notice
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 (OMB). Notwithstanding any other term of this Agreement, the due date for any
information collections required under this Agreement, including the reporting requirements in
Articles 7 and 8, is the later of (1) the due date stated with the requirement and (2) the 30th day
after OMB approves that information collection.
ARTICLE 7: PROGRESS AND FINANCIAL REPORTING
7.1 Quarterly Project Progress Reports and Recertifications
(a) On or before the 30th day of the first month of each quarter and until the end of the
Period of Performance, the Recipient will submit to FRA through GrantSolutions a
complete FRA Form 341 Quarterly Project Progress Report and Recertification that
contains, for the previous quarter:
(1) a certification that the Recipient is in compliance with 2 C.F.R. § 200.303
(Internal Controls) and 2 C.F.R. part 200, Subpart F (Audit Requirements);
(2) the certification required under 2 C.F.R. § 200.415(a); and
(3) a certification that the Recipient is complying with any environmental
mitigation commitments and Section 106 compliance obligations.
If the date of this Agreement is in the final month of a quarter, then the Recipient will
submit the first Quarterly Project Progress Report and Recertification in the quarter that
begins after the date of this Agreement.
(b) On or before the 30th day of the first month of each quarter and until the end of the
Period of Performance, the Recipient will submit to FRA through GrantSolutions a Federal
Financial Report (SF-425) covering the previous quarter.
1 FRA Form 34 is available at https://railroads.dot.gov/grant-administration/reporting-requirements/fra-reports
15
7.2 Final Progress Reports and Financial Information
No later than 120 days after the end of the Period of Performance, the Recipient will submit:
(a) a final Quarterly Project Progress Report and Recertification in the format and with
the content described in Section 7.1(a) of this Attachment 1 for each Quarterly Project
Progress Report and Recertification;
(b) a final SF-425 through GrantSolutions;
(c) a Final Performance Report FRA Form 33 as provided by FRA2 ; and
(d) any other information required under FRA’s award closeout procedures.
7.3 Real Property Reporting
The Recipient will comply with the reporting obligations in 2 C.F.R. § 200.300, as directed by
FRA.
ARTICLE 8: PERFORMANCE MEASUREMENT AND REPORTING
8.1 Baseline Performance Measurement
Within one year before the start of work on the Project, the Recipient will collect baseline data
for each performance measure that is identified in Article 7 of Attachment 2 of this Agreement.
Within six months of the start of the Period of Performance, the Recipient will submit to FRA a
Baseline Performance Measurement Report that describes the data collected, the dates when
the data were collected, the data sources, assumptions, variability, and estimated levels of
precision for each performance measure. The Recipient will also provide FRA access to the data
collected in machine-readable format.
8.2 Post-Project Performance Measurement
For each performance measure that is listed in Article 7 of Attachment 2 of this Agreement, the
Recipient will collect data and submit to FRA a Post-Project Performance Measurement Report
that describes the data collected, the dates when the data were collected, the data sources,
assumptions, variability, and estimated levels of precision for each performance measure, at the
frequency and for the duration identified in Article 7 of Attachment 2 of this Agreement. The
Recipient will also provide FRA access to the data collected in machine-readable format. If an
external factor affects a performance measure, the Recipient will identify that external factor in
the Post-Project Performance Measurement Report and discuss the external factor’s influence
on the performance measure. In the Post-Project Performance Report, the Recipient will
compare the actual project performance against the pre-project (baseline) performance and
expected post-project performance as described in Table 7-A of Attachment 2 of this
Agreement.
2FRA Form 33 is available at https://railroads.dot.gov/grant-administration/reporting-requirements/fra-reports
16
8.3 Project Outcomes Report
Where indicated in Article 7 of Attachment 2 of this Agreement, the Recipient will submit to
FRA, not later than January 31st of the year that follows the final year during which data were
collected, a Project Outcomes Report that contains:
(a) an analysis of the impacts of the Project, including a comparison of the baseline
performance measurement data collected under Section 8.1 of this Attachment 1 with the
post-project performance measurement data that the Recipient reported in the final Post-
Project Performance Measurement Report required under Section 8.2 of this Attachment
1;
(b) for each performance measure that is identified in Article 7 of Attachment 2 of this
Agreement, an analysis of the accuracy of the projected outcome; and
(c) all data collected under Sections 8.1 and 8.2 of this Attachment 1;
(d) additional information as directed.
8.4 General Performance Measurement Requirements
The Recipient will ensure that all data collection for each performance measure identified in
Article 7 of Attachment 2 of this Agreement is completed in a manner consistent with the
description, location, and other attributes associated with that performance measure.
8.5 Outcome Measurement and Reporting Survival
The data collection and reporting requirements in Article 8 of this Attachment 1 survive the
termination of this Agreement. FRA may consider the Recipient’s compliance with this
requirement after closeout of the grant in its evaluation of future applications for Federal
financial assistance.
ARTICLE 9: NONCOMPLIANCE AND REMEDIES
9.1 Noncompliance Determinations
(a) Notice of Proposed Determination. If FRA determines that the Recipient may have
failed to comply with the United States Constitution, Federal law, or the terms and
conditions of this Agreement, FRA will notify the Recipient of a proposed determination of
noncompliance through a written notice that:
(1) explains the noncompliance;
(2) describes a proposed remedy that is consistent with Section 9.2 of this
Attachment 1;
(3) describes the process and form in which the Recipient may respond to the
notice that is consistent with Section 9.1(b) of this Attachment 1; and
17
(4) if applicable, provides the Recipient an opportunity to cure the noncompliance
or take corrective action.
(b) Response to Notice of Proposed Determination. The Recipient may, not later than 7
days after receiving the notice of proposed determination of noncompliance, respond to
that notice in the form and through the process described in that notice. In its response,
the Recipient may:
(1) accept the proposed remedy;
(2) acknowledge the noncompliance, but propose an alternative remedy;
(3) acknowledge the noncompliance and agree to cure or take corrective action;
or
(4) dispute the noncompliance.
To dispute the noncompliance, the Recipient must include in its response sufficient
documentation or other information supporting the Recipient’s compliance.
(c) Notice of Final Determination. After considering the Recipient’s response or failure to
timely respond under Section 9.1(b) of this Attachment 1, FRA will make a final
determination. To make a final determination, FRA must provide a written notice to the
Recipient that:
(1) states what the final determination is (e.g., noncompliance or compliance);
(2) states the basis for the final determination; and
(3) describes the remedy that FRA is imposing, if applicable, or if FRA is not
imposing a remedy, describes the resolution to the proposed determination of
noncompliance, including whether the Recipient has cured or corrected the
noncompliance.
(d) If FRA determines the noncompliance is one that cannot be addressed while work on
the Project is ongoing, in the notice of proposed determination or in the notice of final
determination, FRA will direct the Recipient to stop work. The Recipient will stop work and
will direct any Subrecipients or contractors to stop work immediately upon receipt of a
notice to stop work from FRA.
(e) FRA may consider the public interest in making a determination of noncompliance and
imposing a remedy.
9.2 Remedies
(a) If FRA makes a final determination of noncompliance under Section 9.1(c) of this
Attachment 1, FRA may impose a remedy, including:
(1) additional conditions on the award;
(2) requiring the Recipient to prepare and implement a corrective action plan;
18
(3) directing the Recipient to stop work;
(4) 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 FRA; suspension or termination of the award; or
suspension and disbarment under 2 C.F.R. part 180; or
(5) any other remedy legally available.
(b) The Recipient acknowledges that any amounts FRA requires the Recipient to refund to
FRA under this Section 9.2 constitute a debt to the Federal Government that FRA may
collect under 2 C.F.R. § 200.346 and the Federal Claims Collection Standards (31 C.F.R.
parts 900–999).
(c) Other Remedies. The termination authority under Article 10 of this Attachment 1
supplements and does not limit FRA’s remedial authority under this Article 9 or 2 C.F.R.
part 200, including 2 C.F.R. §§ 200.339-200.240. FRA reserves the right to seek any
appropriate remedy or otherwise enforce the terms and conditions of this Agreement as
authorized by law.
9.3 Other Oversight Entities
Nothing in Article 9 of this Attachment 1 limits any party’s authority to report activity under this
agreement to the United States Department of Transportation Inspector General or other
appropriate oversight entities.
ARTICLE 10: AGREEMENT SUSPENSION AND TERMINATION
10.1 Suspension of Award Activities
(a) If FRA determines that the remedy for noncompliance imposed under Article 9 of this
Agreement does not achieve the desired result or is unlikely to improve compliance or
performance, FRA may suspend activities under this Agreement pending corrective action
by the Recipient or termination.
(b) If FRA suspends activities under this Agreement, FRA will notify the Recipient in
writing of the following, which may be included in the determinations of non-compliance
under Section 9.1 of this Attachment 1:
(1) what project activities, if any, will take place during the period of suspension;
(2) what costs FRA will reimburse if the suspension is lifted and the award
resumed;
(3) what corrective actions must occur during the suspension; and
(4) FRA’s intent to terminate the award under this Article 10 if the Recipient does
not meet the conditions of the remedial action.
19
(c) The duration of the temporary suspension of activities under the Agreement should be
commensurate with the corrective action needed, but should not exceed 120 days at the
outset. If the Recipient is not making sufficient progress in correcting the noncompliance,
FRA must consider both financial and programmatic requirements in determining the
appropriate extension to avoid the need for termination.
10.2 FRA Termination
(a) FRA may terminate this Agreement and all its obligations under this Agreement if any
of the following occurs:
(1) the Recipient fails to obtain or contribute the required Non-Federal Funds, or
alternatives approved by FRA, as provided in this agreement and consistent with
Article 6 of Attachment 2 of this Agreement;
(2) the Recipient fails to meet a milestone by six months after the completion
date listed in Article 5 of Attachment 2 of this Agreement and the Recipient fails
to request an amendment to this Agreement pursuant to Section 5.3 of this
Attachment 1;
(3) the Recipient fails to comply with the terms and conditions of this Agreement;
(4) there are changes to the Project that FRA determines are inconsistent with
FRA’s basis for selecting the Project to receive the award; or
(5) FRA determines that termination of this Agreement is in the public interest.
(b) The Recipient may request that FRA terminate the Agreement, which may result in
FRA determining noncompliance and imposing remedies pursuant to Article 9 of this
Attachment 1.
10.3 Closeout Termination
(a) This Agreement terminates on Project Closeout.
(b) In this Agreement, “Project Closeout” means the date that FRA notifies the Recipient
that the award is closed out. Under 2 C.F.R. § 200.344, Project Closeout should occur no
later than one year after the end of the Period of Performance.
10.4 Post-Termination Adjustments
The Recipient acknowledges that under 2 C.F.R. §§ 200.345–200.346, termination of this
Agreement does not extinguish FRA’s authority to disallow costs, including costs that FRA
reimbursed before termination, and recover funds from the Recipient.
10.5 Non-Terminating Events
(a) The end of the budget period described under Section 4.4 of this Attachment 1 does
not terminate this Agreement or the Recipient’s obligations under this Agreement.
20
(b) The end of the Period of Performance described under Section 4.5 of this Attachment
1 does not terminate this Agreement or the Recipient’s obligations under this Agreement.
ARTICLE 11: MONITORING, FINANCIAL MANAGEMENT, CONTROLS, AND RECORDS
11.1 Recipient Monitoring and Record Retention
(a) The Recipient will 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 will monitor the
activities of the Subrecipient in compliance with 2 C.F.R. §200.332(d).
(c) The Recipient will retain and provide access to records relevant to the award during
the course of the Project and for three years after closeout or longer, as required under 2
C.F.R. § 200.334
(d) The Recipient will adhere to the recording and recordkeeping requirements set forth
in 2 C.F.R. §§ 200.334–200.338. Project Closeout does not alter these requirements.
11.2 Financial Records and Audits
(a) The Recipient will 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 will keep accounts and records described under Section 11.2(a) of this
Attachment 1 in accordance with a financial management system that meets the
requirements of 2 C.F.R. §§ 200.301–200.303 and 2 C.F.R. part 200, subpart F and will
facilitate an effective audit in accordance with 31 U.S.C. §§ 7501–7506.
(c) The Recipient will separately identify expenditures under the award in financial
records required for audits under 31 U.S.C. §§ 7501–7506. Specifically, the Recipient will:
(1) list expenditures separately on the schedule of expenditures of Federal
awards required under 2 C.F.R. part 200, subpart F, including the fiscal year in the
format “FY 202X” in the program name; and
(2) list expenditures on a separate row under Part II, Item 1 (Federal Awards
Expended During Fiscal Period) of Form SF-SAC, including “FY 202X” in Column C
(Additional Award Identification).
21
(d) If the Recipient expends $750,000 or more in Federal awards during the Recipient’s
fiscal year, a single or program audit will be conducted for that year, consistent with 2
C.F.R. §§ 200.501(a) and 200.512(c).
11.3 Internal Controls
The Recipient will establish and maintain internal controls as required under 2 C.F.R. § 200.303.
11.4 FRA Record Access
FRA may access Recipient records related to this award under 2 C.F.R. § 200.337.
11.5 Site Visits
FRA may conduct site visits to review Project activities, accomplishments, and management
control systems and to provide technical assistance to the Recipient. The Recipient will provide
or ensure reasonable, safe, and convenient access to FRA for any such site visit. FRA will conduct
all site visits in such a manner as will not unduly delay work conducted by the Recipient,
Subrecipient, or contractor.
ARTICLE 12: CONTRACTING AND SUBAWARDING
12.1 Buy America
(a) For infrastructure projects, steel, iron, manufactured goods, and construction
materials used in the Project are subject to the domestic preference requirement at §
70914 of the Build America, Buy America Act (Buy American Act), Pub. L. No. 117-58, div.
G, tit. IX, subtit. A, 135 Stat. 429, 1298 (2021) and 2 C.F.R. part 184, as implemented by
OMB, USDOT, and FRA. The Recipient acknowledges that this Agreement is neither a
waiver of § 70914(a) nor a finding under § 70914(b).
(b) For all other projects, the Recipient’s acquisition of steel, iron, and manufactured
goods with funding provided through this Agreement is subject to the requirements set
forth in the Buy American Act, 41 U.S.C. §§ 8301-8305. The Recipient also represents that
it has never been convicted of violating the Buy American Act nor will it make funding
received under this Agreement available to any person or entity who has been convicted
of violating the Buy American Act.
(c) Under this Section, “infrastructure project” has the definition provided in 2 C.F.R. §
184.3.
(d) 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.
22
12.2 Small and Disadvantaged Business Requirements
The Recipient will expend all funds under this award in compliance with the requirements at 2
C.F.R. § 200.321 (Contracting with small and minority businesses, women’s business enterprises,
and labor surplus area firms), and to the extent applicable, 49 C.F.R. part 26 (Participation by
disadvantaged business enterprises in Department of Transportation financial assistance
programs).
12.3 Engineering and Design Services [Reserved]
12.4 Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment
The Recipient acknowledges that Section 889 of Pub. L. No. 115-232 and 2 C.F.R. § 200.216
prohibit the Recipient and all Subrecipients from procuring or obtaining certain
telecommunications and video surveillance services or equipment under this award.
12.5 Pass-Through Entity Responsibilities
(a) If the Recipient makes a subaward under this award, the Recipient will comply with
the requirements for pass-through entities under 2 C.F.R. parts 200 and 1201, including 2
C.F.R. §§ 200.331–200.333, regardless of whether the Recipient is also a Pass-Through
Entity as defined in 2 C.F.R. § 200.1.
(b) The Recipient will report any subaward obligation of $25,000 or more in Federal funds
in USASpending.gov consistent with the Federal Funding Accountability and Transparency
Act, Pub. L. 109-282.
(c) The Recipient is accountable for performance under this award, the appropriate
expenditure of funds, and other requirements under this Agreement. The Recipient is
responsible for any non-compliance under the award and for compliance with any
remedies imposed.
12.6 Local Hiring Preference for Construction Jobs
Under Section 25019 of the Infrastructure Investment and Jobs Act, Pub. L. No. 117-58, div. B,
tit. V (2021), a Recipient or Subrecipient may implement a local or other geographical or
economic hiring preference relating to the use of labor for construction of a project funded by
this grant if funded under title 49 or 23 United States Code, including prehire agreements,
subject to any applicable State and local laws, policies, and procedures. The use of such a local
or other geographical or economic hiring preference in any bid for a contract for the
construction of a project funded by this grant shall not be considered to unduly limit
competition. Project labor agreements should be consistent with the definition and standards
outlined in Executive Order 13502. The Recipient will document its consideration of Local Hiring
Preference for Construction Jobs related to the Project in Article 11 of Attachment 2 of this
Agreement. For additional information, see
https://www.transportation.gov/sites/dot.gov/files/2023-05/Creating-Local-Construction-
Workforce.pdf.
23
12.7 Procurement
The Recipient may acquire property, goods, or services in connection with the Project. If the
Recipient is a State, then it will use its own procurement procedures that reflect applicable State
laws and regulations in compliance with 2 C.F.R. § 200.317. A Subrecipient of a State will follow
the policies and procedures allowed by that State when procuring property and services under
this award consistent with 2 C.F.R. § 1201.317, notwithstanding 2 C.F.R. § 200.317. An entity
that is not a State or Subrecipient of a State will comply with 2 C.F.R. §§ 200.318–200.327, and
applicable supplementary USDOT or FRA directives and regulations. The Recipient will provide
technical specifications and requirements to FRA for review upon request.
ARTICLE 13: COSTS, PAYMENTS, AND UNEXPENDED FUNDS
13.1 Limitation of Federal Award Amount
Under this award, FRA will not provide funding in an amount greater than the Agreement
Federal Funds. The Recipient acknowledges that FRA is not liable for payments exceeding that
amount, and the Recipient will not request reimbursement of costs exceeding that amount.
13.2 Project Costs
This award is subject to the cost principles at 2 C.F.R. part 200, subpart E, including provisions on
determining allocable costs and determining allowable costs.
13.3 Timing of Project Costs
(a) The Recipient will not charge to this award costs that are incurred after the budget
period.
(b) The Recipient will not charge to this award costs that were incurred before the date of
this Agreement unless those costs are identified as approved pre-award costs in Section
6.6 of Attachment 2 of this Agreement and would have been allowable if incurred during
the budget period. This limitation applies to pre-award costs under 2 C.F.R. § 200.458. This
agreement hereby terminates and supersedes any previous FRA approval for the Recipient
to incur costs under this award for the Project. Section 6.6 of Attachment 2 of this
Agreement is the exclusive FRA approval of costs incurred before the date of this
Agreement.
(c) The Recipient may request approval of pre-award costs in a written request that
demonstrates the purpose and amount of the costs, compliance with 2 C.F.R. § 200.458,
and whether such costs would otherwise serve as Non-Federal Funds.
13.4 Recipient Recovery of Federal Funds
The Recipient will make all reasonable efforts, including initiating litigation, if necessary, to
recover Federal funds if FRA 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. The Recipient will 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 FRA.
24
13.5 Unexpended Agreement Federal Funds
Any Agreement Federal Funds that are obligated but not expended on allocable, allowable costs
remain the property of the United States.
13.6 Interest Earned
Interest earned on advances of Agreement Federal Funds is not program income.
13.7 Timing of Payments to the Recipient
(a) Reimbursement is the payment method, unless otherwise approved by FRA.
(b) The Recipient will not request reimbursement of a cost before the Recipient has
entered into an obligation for that cost.
13.8 Payment Method
(a) The Recipient will use the DELPHI e-Invoicing System
(https://www.dot.gov/cfo/delphi-einvoicing-system.html) to request reimbursement
under this award. FRA will provide access to that system upon request by the Recipient.
(b) FRA may deny a payment request that is not submitted using the method identified in
this Section.
13.9 Information Supporting Expenditures
(a) When requesting reimbursement of costs incurred or credit for cost share incurred,
the Recipient will electronically submit the SF 270 (Request for Advance or
Reimbursement) and will submit supporting cost detail to document clearly all costs
incurred. As supporting cost detail, the Recipient will include a detailed breakout of all
costs incurred and classify all costs by task and by Agreement Federal Funds and
Agreement Non-Federal Funds.
(b) Unless FRA and the Recipient agree otherwise in writing, the Recipient will ensure that
the proportion of expenditure of Agreement Federal Funds to Agreement Non-Federal
Funds is not more than the maximum percent of total Project cost FRA will contribute
identified in Section 6.5 of Attachment 2 of this Agreement. The Recipient will ensure the
proportional expenditure of funds is reflected in the detailed breakout of costs supporting
the SF 270.
(c) If the Recipient submits a request for reimbursement that FRA determines does not
include or is not supported by sufficient detail, FRA may deny the request or withhold
processing the request until the Recipient provides sufficient detail.
13.10 Reimbursement Request Timing Frequency
The Recipient will request reimbursement as needed to maintain cash flow sufficient to timely
complete the Project. The Recipient will not submit any single payment request exceeding
$99,999,999.99. The Recipient will not submit a payment request exceeding $50,000,000.00
unless the Recipient notifies FRA six days before submitting the request.
25
13.11 Program Income
The Recipient is encouraged to earn income to defray Project costs, where appropriate, and will
work with FRA to determine how income may be applied to the grant, in accordance with 2
C.F.R. § 200.307 and 2 C.F.R. § 1201.80. Program income not deducted from total allowable
costs may be used only for the purposes and under the terms and conditions established in this
Agreement. The Recipient will maintain records of all program income.
ARTICLE 14: PROPERTY AND EQUIPMENT
14.1 General Requirements
The Recipient will comply with the property standards of 2 C.F.R. §§ 200.310–200.316 and will
ensure compliance with these standards for all tiers of subawards and contracts under this
award.
14.2 Relocation and Real Property Acquisition
The Recipient will comply with the land acquisition policies and relocation requirements in 42
U.S.C. § 4601 et seq. and 49 C.F.R. part 24, subparts A–F, as applicable. At a minimum, under
this section, the Recipient will:
(a) comply with the land acquisition policies in 49 C.F.R. part 24, subpart B and will pay or
reimburse property owners for necessary expenses as specified in that subpart;
(b) provide a relocation assistance program offering the services described in 49 C.F.R.
part 24, subpart C and provide reasonable relocation payments and assistance to
displaced persons as required in 49 C.F.R. part 24, subparts D–E; and
(c) make available to displaced persons comparable replacement dwellings in accordance
with 49 C.F.R. part 24, subpart E.
(d) provide to FRA a real estate acquisition and management plan prior to beginning real
property acquisition if the Project is designated a Major Project in Article 1 of Attachment
2 of this Agreement, or if the total Project cost in Section 6.5 of Attachment 2 of this
Agreement is greater than $300 million and the Project is also receiving financial
assistance from the Federal Transit Administration (FTA).
14.3 Use for Originally Authorized Purpose
The Recipient will ensure that property and equipment funded under this Agreement is used for
the originally authorized purpose. If necessary to satisfy this obligation, the Recipient will enter
into appropriate arrangements with the entity or entities using, or with the owner of right-of-
way used by, the property and/or equipment funded under this Agreement.
14.4 Maintenance
The Recipient will ensure that any property, improvements to property, and any equipment
funded under this Agreement are maintained in good working order and in accordance with FRA
regulations, guidelines, and directives.
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14.5 Real Property Disposition
In accordance with 2 C.F.R. § 200.311, when real property acquired or improved under this
award is no longer used for its originally intended purpose, the Recipient will request disposition
instructions from FRA.
14.6 Equipment Disposition
(a) In accordance with 2 C.F.R. §§ 200.313 and 1201.313, when equipment acquired
under this award 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 will 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 will request disposition instructions from FRA.
(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.
14.7 Recordkeeping
The Recipient will keep records regarding the operation and maintenance of property,
improvements to property, equipment, and supplies funded under this Agreement and will
provide them to FRA upon request.
14.8 Encumbrance
The Recipient will not create an obligation, such as a transfer of title, lease, lien, mortgage, or
encumbrance, that would dispose of or encumber the Recipient’s title or other interest in
property, improvements to property, equipment or supplies funded under this Agreement
without prior written approval from FRA.
The Recipient will not take any action that would adversely affect FRA’s interest or impair the
Recipient’s continuing control over the use of the property, improvements to property,
equipment, or supplies funded under the Agreement without prior written approval from FRA.
ARTICLE 15: AMENDMENTS
15.1 Bilateral Amendments
The parties may amend, modify, or supplement this Agreement by mutual agreement in writing
signed by FRA and the Recipient. Either party may request to amend, modify, or supplement this
Agreement by written notice to the other party.
15.2 FRA Unilateral Amendments
(a) FRA may unilaterally amend this Agreement for the following reasons:
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(1) to comply with Federal law;
(2) at closeout or in anticipation of closeout; and
(3) other non-substantive changes, such as to correct typographical errors, as
deemed appropriate by FRA.
(b) To unilaterally amend this Agreement under Section 15.3 of this Attachment 1, FRA
will provide a written notice to the Recipient that includes the amendment and the date
that the amendment is effective.
(c) Except at closeout or in anticipation of closeout, FRA may not unilaterally amend the
Statement of Work, this Agreement’s monetary amount, the delivery schedule, the Period
of Performance, or other terms or conditions of this Agreement.
15.3 Other Amendments
The parties will not amend, modify, or supplement this Agreement except as permitted under
Sections 15.1, 15.2, or 15.3 of this Attachment 1. If an amendment, modification, or supplement
is not permitted under Section 15.1, 15.2, or 15.3 of this Attachment 1, it is void.
ARTICLE 16: CLIMATE CHANGE AND ENVIRONMENTAL JUSTICE
16.1 Climate Change and Environmental Justice
Consistent with Executive Order 14008, “Tackling the Climate Crisis at Home and Abroad” (Jan.
27, 2021), the Recipient will document its consideration of climate change and environmental
justice impacts of the Project in Article 9 of Attachment 2 of this Agreement.
ARTICLE 17: RACIAL EQUITY AND BARRIERS TO OPPORTUNITY
17.1 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), the Recipient will document its
activities related to the Project to improve racial equity and reduce barriers to opportunity in
Article 10 of Attachment 2 of this Agreement.
ARTICLE 18: LABOR AND WORK
18.1 Labor and Work
Consistent with Executive Order 14025, “Worker Organizing and Empowerment” (Apr. 26,
2021), and Executive Order 14052, “Implementation of the Infrastructure Investment and Jobs
Act” (Nov. 15, 2021) (IIJA), the Recipient will document its consideration of job quality and labor
rights, standards, and protections related to the Project in Article 11 of Attachment 2 of this
Agreement.
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18.2 OFCCP Mega Construction Project Program
If the total eligible Project costs listed in Attachment 2 of this Agreement are greater than
$35,000,000 and the Department of Labor’s Office of Federal Contract Compliance Programs
(OFCCP) selects this award for participation in the Mega Construction Project Program, then the
Recipient shall partner with OFCCP, as requested by OFCCP.
ARTICLE 19: CRITICAL INFRASTRUCTURE SECURITY AND RESILIENCE
19.1 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 will consider physical and cyber security and resilience in planning, design, and
oversight of the Project.
(b) If the Security Risk Designation in Section 1.3 of Attachment 2 of this Agreement is
“Elevated,” then not later that than two years after the date of this Agreement the
Recipient will submit to FRA a report that:
(1) identifies a cybersecurity point of contact for the transportation infrastructure
being improved in the Project;
(2) summarizes or contains a cybersecurity incident reporting plan for the
transportation infrastructure being improved in the Project;
(3) summarizes or contains a cybersecurity incident response plan for the
transportation infrastructure being improved in the Project;
(4) documents the results of a self-assessment of the Recipient’s cybersecurity
posture and capabilities; and
(5) describes any additional actions that the Recipient has taken to consider or
address cybersecurity risk of the transportation infrastructure being improved in
the Project.
ARTICLE 20: FEDERAL FINANCIAL ASSISTANCE, ADMINISTRATIVE,
AND NATIONAL POLICY REQUIREMENTS
20.1 Uniform Administrative Requirements for Federal Awards
The Recipient will comply, and will ensure that other entities receiving funding under this
agreement will comply, with the obligations on non-Federal entities under 2 C.F.R. parts 200 and
1201, regardless of whether the Recipient or other entity receiving funding under this
agreement is a Non-Federal entity as defined in 2 C.F.R. § 200.1, except that subpart F of part
200 does not apply if the Recipient or Subrecipient is a for-profit entity.
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20.2 Federal Law and Public Policy Requirements
(a) The Recipient will 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.
20.3 Federal Freedom of Information Act
(a) FRA is subject to the Freedom of Information Act (FOIA), 5 U.S.C. § 552.
(b) The Recipient acknowledges that the Application and materials submitted to FRA by
the Recipient related to this Agreement will become FRA records that may be subject to
public release under 5 U.S.C. § 552. If the Recipient submits any materials to FRA related
to this Agreement that the Recipient considers to include trade secret or confidential
commercial or financial information, the Recipient should note that the submission
contains confidential business information, mark each affected page, and highlight or
otherwise denote the portions of the submission that contain confidential business
information.
20.4 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.
20.5 Whistleblower Protection
(a) The Recipient acknowledges that it is a “Recipient” 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 will 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.
20.6 External Award Terms and Obligations
(a) In addition to this document and the contents described in Article 25 of this
Attachment 1, 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;
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(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 will 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).
20.7 Incorporated Certifications
The Recipient makes the representations in the following certifications, which are incorporated
by reference:
(a) Appendix A to 49 C.F.R. part 20 (Certification Regarding Lobbying).
ARTICLE 21: ASSIGNMENT
21.1 Assignment Prohibited
The Recipient will 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 22: WAIVER
22.1 Waivers
(a) A waiver of a term of this Agreement authorized by law and granted by FRA will not be
effective unless it is in writing and signed by an authorized representative of FRA.
(b) A waiver of a term of this Agreement granted by FRA on one occasion will not operate
as a waiver on other occasions.
(c) If FRA 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.
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ARTICLE 23: ADDITIONAL TERMS AND CONDITIONS
23.1 Disclaimer of Federal Liability
FRA will not be responsible or liable for any damage to property or any injury to persons that
may arise from, or be incident to, performance or compliance with this Agreement.
23.2 Environmental Review
(a) Except as authorized by law or under 23 C.F.R. § 771.113(d)(4), the Recipient will not
begin final design activities; acquire real property, construction materials, or equipment,
including rolling stock; begin construction; or take other actions that would have an
adverse environmental impact or limit the choice of reasonable alternatives for the
Project unless and until FRA complies with the National Environmental Policy Act, 42
U.S.C. § 4321 et seq. (NEPA), and any other applicable environmental laws and
regulations. In addition, the Recipient will not begin project development that involves
ground disturbing activity prior to FRA compliance with NEPA and any other applicable
environmental laws and regulations.
(b) The Recipient acknowledges that:
(1) FRA’s actions under Section 23.2(a) of this Attachment 1 may depend on the
Recipient conducting necessary environmental analyses and submitting necessary
documents to FRA; and
(2) applicable environmental statutes and regulations may require the Recipient
to prepare and submit documents to other Federal, State, and local agencies.
(c) Consistent with 23 C.F.R. § 771.105(a), to the maximum extent practicable and
consistent with Federal law, the Recipient will coordinate all environmental investigations,
reviews, and consultations as a single process.
(f) The activities described in Article 4 of Attachment 2 of this Agreement 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 Article 4 of Attachment 2 of this Agreement or other information in this
Agreement, then FRA will either:
(1) amend this Agreement under Section 15.1 of this Attachment 1 for
consistency with the selected build alternative; or
(2) if FRA determines that the condition at Section 10.1(a)(5) of this Attachment 1
is satisfied, terminate this Agreement under Section 10.1(a)(5) of this Attachment
1; or
(3) take other action as deemed appropriate by FRA.
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(g) The Recipient will 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. Article 4 of Attachment 2 of this
Agreement identifies documents describing mitigation activities, but the absence of a
document from that section does not relieve the Recipient of any compliance obligations.
23.3 Project Maintenance Requirement
The Recipient will ensure that any property and equipment funded within this Agreement is
operated and maintained in good operating order and in accordance with 2 C.F.R. §§ 200.310–
200.316, 1201.313 and any guidelines, directives, or regulations that FRA may issue.
23.4 Appropriations Act Requirements
The Recipient will comply with applicable requirements of the appropriations act identified in
Section 6.3 of Attachment 2 of this Agreement.
23.5 Standards of Conduct
The Recipient will comply with the following standards of conduct:
(a) Standards of Conduct. The Recipient will maintain a written code or standards of
conduct governing the performance of its officers, employees, board members, or agents
engaged in the award and administration of contracts or agreements supported by the
Federal contribution provided through this Agreement. The code or standards will provide
that the Recipient's officers, employees, board members, or agents may neither solicit nor
accept gratuities, favors, or anything of monetary value from present or potential
Subrecipients or contractors. The Recipient may set minimum rules where the financial
interest is not substantial, or the gift is an unsolicited item of nominal intrinsic value. As
permitted by state or local law or regulations, such code or standards will provide for
penalties, sanctions, or other disciplinary actions for violations by the Recipient's officers,
employees, board members, or agents, or by Subrecipients or their agents.
(b) Personal Conflict of Interest. The Recipient's code or standards must provide that no
employee, officer, board member, or agent of the Recipient may participate in the
selection, award, or administration of a contract supported by the Federal contribution if
a real or apparent conflict of interest would be involved. Such a conflict of interest would
arise when the employee, officer, or agent, any member of his or her immediate family,
his or her partner, or an organization which employs or is about to employ any of the
parties indicated herein, has a financial or other interest in or a tangible personal benefit
from a firm considered for a contract.
(c) Organizational Conflicts of Interest. The Recipient's code or standards of conduct must
include procedures for identifying and preventing real and apparent organizational
conflicts of interests. An organizational conflict of interest exists when the nature of the
work to be performed under a proposed contract, may, without some restrictions on
future activities, result in an unfair competitive advantage to the contractor or impair the
contractor's objectivity in performing the contract work.
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(d) Existing Codes or Standards. This Section does not require the Recipient to implement
a new code or standards of conduct where a state statute, or written code or standards of
conduct, already effectively covers all of the required elements.
(e) Disclosure of Conflicts. The Recipient will disclose in writing any potential conflict of
interest to FRA or pass-through entity.
23.6 Changed Conditions of Performance
The Recipient will notify FRA of any event that may affect its ability to perform the Project in
accordance with the terms of this Agreement.
23.7 Litigation
The Recipient will notify FRA in writing of any decision pertaining to the Recipient’s conduct of
litigation that may affect FRA's interests in the Project or FRA's administration or enforcement of
applicable Federal laws or regulations. The Recipient will inform FRA in writing before naming
FRA as a party to any type of litigation for any reason in any forum.
23.8 Bipartisan Infrastructure Law Signage Guidelines
For projects funded by the Bipartisan Infrastructure Law, also known as the Infrastructure
Investment and Jobs Act, Pub. L. No. 117-58 (2021), the Recipient will ensure:
(a) signage is designed consistent with the guidelines and design specifications available
at https://www.whitehouse.gov/wp-content/uploads/2022/08/Building-A-Better-
America-Brand-Guide.pdf. Signs should include the official Building A Better America
emblem and corresponding logomark and identify the project as “funded by President
Biden’s Bipartisan Infrastructure Law.”
(b) signage displays the FRA logo and the Recipient logo, if any, along with the official
Building A Better America emblem. The FRA logo should not be displayed in a manner that
implies FRA itself is conducting the project.
(c) where applicable, the signage includes the project name (e.g., [Name of] Project
funded by President Biden’s Bipartisan Infrastructure Law.)
(d) the sign is placed at construction sites where it is clearly visible near the location of
work and that the sign is maintained in good condition throughout the construction
period.
(e) signs on equipment are placed in an easily visible location and maintained in good
condition
23.9 Equipment and Supplies
The Recipient will maintain written policies and procedures that address acquisition,
classification, and management of all equipment and supplies acquired or used under this
award.
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23.10 Safety and Technology Data
The Recipient will ensure that FRA has access to safety and technology relevant data generated
by the Recipient under the award, in a machine-readable format, where specified in Article 4 of
Attachment 2 of this Agreement.
23.11 Intellectual Property
The Recipient agrees to the standard patent rights clauses issued by the Department of
Commerce at 37 C.F.R. § 404.14, as applicable.
23.12 Liquidation of Recipient Obligations
(a) The Recipient will liquidate all obligations of award funds under this Agreement not
later than 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.
ARTICLE 24: CONSTRUCTION AND DEFINITIONS
24.1 Agreement
This Agreement consists of the following:
(a) Agreement Cover Sheet
(b) Attachment 1: General Terms and Conditions
(c) Attachment 2: Project-Specific Terms and Conditions
(d) Exhibit A: Applicable Federal Laws and Regulations
(e) Exhibit B: Additional Standard Terms
(f) Exhibit C: Quarterly Project Progress Reports and Recertifications
24.2 Construction
(a) In these General Terms and Conditions, there are no references to articles or sections
in project-specific portions of this Agreement that are not contained in Attachments or
Exhibits listed in Section 24.1.
(b) If a provision in these General Terms and Conditions or the Exhibits conflicts with a
provision in the Project-Specific Terms and Conditions in Attachment 2 of this Agreement,
then the relevant portion in Attachment 2 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.
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24.3 Integration
This Agreement constitutes the entire agreement of the parties relating to the Project and
supersedes any previous agreements, oral or written, relating to the Project.
24.4 Definitions
This Section defines terms used in this Agreement. Additional definitions found in 2 C.F.R. §
200.1 are incorporated by referenced into this Agreement.
“Agreement Federal Funds” means the total amount of Federal funds obligated under this
Agreement. This is the amount shown in Section 6.1 of Attachment 2 of this Agreement.
“Application” means the application identified in Article 3 of Attachment 2 of this Agreement,
including Standard Form 424 and all information and attachments submitted with that form
through Grants.gov.
“Construction Substantial Completion” means the stage of the Project when all construction
tasks are complete such that the Recipient can use the Project for its intended use and only
closeout activities remain. Activity to address or complete closeout activities will not prevent or
disrupt use of the Project.
“Contingent Commitment” means the unobligated amounts of future available budget authority
specified in law that FRA commits to obligate under the terms of this Agreement.
“Federal Share” means the sum of Agreement Federal Funds and Other Federal Funds. If there
are no Other Federal Funds, the Federal Share is the same as the Agreement Federal Funds.
“General Terms and Conditions” means this Attachment 1.
“Other Federal Funds” means Federal funds that are part of the Approved Project Budget in
Section 6.5 of Attachment 2 of this Agreement for the Project but are not obligated under this
Agreement.
“Project” means the project proposed in the Application, as modified by the negotiated
provisions of this Agreement, including Attachment 2 of this Agreement.
“Project Closeout” means the date that FRA notifies the Recipient that the award is closed out.
Under 2 C.F.R. § 200.344, Project Closeout should occur no later than one year after the end of
the Period of Performance.
“Project Cost Savings” means the difference between the actual costs to complete the Project
and the estimated total Project cost listed in Section 6.5 of Attachment 2 of this Agreement, if
after the Recipient completes the tasks identified in Article 4 of Attachment 2 of this Agreement
to FRA’s satisfaction, the actual Project costs are less than the estimated total Project costs.
“Rural Area” means any area that is not within an area designated as an urbanized area by the
Bureau of the Census.
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24.5 Calendar Dates
Unless otherwise specified, all dates and durations are in calendar days, calendar quarters, or
calendar years, as appropriate.
24.6 Communication in Writing
Unless otherwise specified, all written communication may be provided by electronic mail.
ARTICLE 25: AGREEMENT EXECUTION AND EFFECTIVE DATE
25.1 Counterparts
This agreement may be executed in counterparts, which constitute one document. The parties
intend each countersigned original to have identical legal effect.
25.2 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.
ARTICLE 26: PROGRAM-SPECIFIC CLAUSES
26.1 Interstate Rail Compacts Grant Program
The Recipient agrees to comply with the clauses in Section 26.1 of this Attachment 1.
Consistent with 49 U.S.C. § 22905(e), clauses (b) through (g) of Section 26.1 of this Attachment 1
do not apply to: 1) commuter rail passenger transportation (as defined in 49 U.S.C. § 24102(3))
operations of a State or local government authority (as those terms are defined in 49 U.S.C. §
5302) or its contractor performing services in connection with commuter rail passenger
operations; 2) the Alaska Railroad or its contractors; or 3) Amtrak’s access rights to railroad right
of way and facilities under current law.
(a) Non-Federal Match. The Recipient will provide a Non-Federal match of not less than
50 percent of the eligible expenses under the grant.
(b) Buy America. In lieu of Section 12.1 of this Attachment 1, the Recipient will comply
with the following clauses, as applicable:
(1) for infrastructure projects, steel, iron, and manufactured products used in the
Project are subject to 49 U.S.C. § 22905(a), as implemented by FRA. The Recipient
acknowledges that this agreement is neither a waiver of 49 U.S.C. § 22905(a)(1)
nor a finding under 49 U.S.C. § 22905(a)(2). For infrastructure projects,
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) and 2 C.F.R. part 184, as
implemented by OMB, USDOT and FRA. The Recipient acknowledges that this
agreement is neither a waiver of § 70914(a) nor a finding under § 70914(b).
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(2) for non-infrastructure projects, steel, iron, and manufactured products used in
the Project are subject to 49 U.S.C. § 22905(a), as implemented by FRA. The
Recipient acknowledges that this agreement is neither a waiver of 49 U.S.C. §
22905(a)(1) nor a finding under 49 U.S.C. § 22905(a)(2).
(3) under Section 26.1 of this Attachment 1, “infrastructure project” has the
definition provided in 2 C.F.R. § 184.3.
(4) for all projects, as appropriate and to the extent consistent with law, the
Recipient should under 2 C.F.R. § 200.322, 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.
(c) Operators Deemed Rail Carriers. The Recipient recognizes and agrees that 49 U.S.C. §
22905(b) provides that persons conducting rail operations over rail infrastructure
constructed or improved in whole or in part with funds provided under chapter 229 of
Title 49, United States Code, will be considered a “rail carrier” as defined by 49 U.S.C. §
10102(5), for purposes of Title 49, United States Code, and any other statute that adopts
that definition or in which that definition applies, including: the Railroad Retirement Act of
1974 (45 U.S.C. § 231 et seq.); the Railway Labor Act (45 U.S.C. § 151 et seq.); and the
Railroad Unemployment Insurance Act (45 U.S.C. § 351 et seq.). The Recipient agrees to
reflect this provision in its agreements (if any) with any entity operating rail services over
such rail infrastructure.
(d) Railroad Agreements. In accordance with 49 U.S.C. § 22905(c)(1), if the Project funded
by this Agreement uses rights-of-way owned by a railroad, then Recipient represents that
it has entered into a written agreement with that railroad owner, which includes:
compensation for such use; assurances regarding the adequacy of infrastructure capacity
to accommodate both existing and future freight and passenger operations; an assurance
by the railroad that collective bargaining agreements with railroad’s employees (including
terms regulating the contracting of work) will remain in full force and effect according to
their terms for work performed by the railroad on the railroad transportation corridor;
and an assurance that Recipient complies with liability requirements consistent with 49
U.S.C. § 28103.
By signing this Agreement, Recipient certifies that the written agreement referenced in
this Section 26.1(d) has been executed or is not required.
Additional guidance on compliance with the Railroad Agreements provisions is available
on FRA’s website at: https://railroads.dot.gov/elibrary/frequently-asked-questions-about-
rail-improvement-grant-conditions-under-49-usc-ss-22905c1.
(e) Labor Protective Arrangements. In accordance with 49 U.S.C. § 22905(c)(2)(B), if the
Project funded by this Agreement uses rights-of-way owned by a railroad, then the
Recipient will ensure compliance with the protective arrangements that are equivalent to
38
those established under Section 504 of the Railroad Revitalization and Regulatory Reform
Act of 1976, 49 U.S.C. § 22404. Such protective arrangements are included herein as
Exhibit B.5.
(f) Davis-Bacon and Related Acts Provisions. In accordance with 49 U.S.C. §
22905(c)(2)(A), if the Project funded by this Agreement uses rights-of-way owned by a
railroad, the Recipient will ensure compliance with the standards of 49 U.S.C. § 24312
with respect to the Project in the same manner that Amtrak is required to comply with
those standards for construction work financed under an agreement made under 49
U.S.C.§ 24308(a). For these purposes, wages in collective bargaining agreements
negotiated under the Railway Labor Act are deemed to comply with Davis-Bacon Act
requirements.
(g) Replacement of Existing Intercity Passenger Rail Service. If an intercity passenger rail
transportation provider replaces Amtrak intercity passenger rail service through a Project
funded by this Agreement, then such provider must comply with the provisions of 49
U.S.C. § 22905(d).
(h) Operator Limitation. Recipient’s eligible expenses must be related to intercity
passenger rail service to be operated by Amtrak.
(i) Reporting. As requested by FRA, the Recipient will report on:
(1) the status of the planning efforts and coordination funded by the grant award;
(2) plans for continued implementation of the interstate rail compact;
(3) the status of, and data regarding, any new, restored, or enhanced rail services
initiated under the interstate rail compact; and
(4) other data and information as requested by FRA.
26.2 Railroad Crossing Elimination Program Clauses
The Recipient agrees to comply with the clauses in Section 26.2 of this Attachment 1.
Consistent with 49 U.S.C. §§ 22905(e) & 22909(j), clauses (b), (c), (d), and (g) of Section 26.2 of
this Agreement 1 do not apply to: 1) commuter rail passenger transportation (as defined in 49
U.S.C. § 24102(3)) operations of a State or local government authority (as those terms are
defined in 49 U.S.C. § 5302) or its contractor performing services in connection with commuter
rail passenger operations; 2) the Alaska Railroad or its contractors; or 3) Amtrak’s access rights
to railroad right of way and facilities under current law. In addition, clause (f) does not apply to:
1) the Alaska Railroad or its contractors; or 2) Amtrak’s access rights to railroad right of way and
facilities under current law.
(a) Federal Share. The Federal Share of total Project costs shall not exceed 80 percent.
(b) Buy America. In lieu of Section 12.1 of this Agreement 1:
39
(1) for infrastructure projects, steel, iron, and manufactured products used in the
Project are subject to 49 U.S.C. § 22905(a), as implemented by FRA. The Recipient
acknowledges that this Agreement is neither a waiver of 49 U.S.C. § 22905(a)(1)
nor a finding under 49 U.S.C. § 22905(a)(2). For infrastructure projects,
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) and 2 C.F.R. part 184, as
implemented by OMB, USDOT and FRA. The Recipient acknowledges that this
Agreement is neither a waiver of § 70914(a) nor a finding under § 70914(b).
(2) for non-infrastructure projects, steel, iron, and manufactured products used in
the Project are subject to 49 U.S.C. § 22905(a), as implemented by FRA. The
Recipient acknowledges that this Agreement is neither a waiver of 49 U.S.C. §
22905(a)(1) nor a finding under 49 U.S.C. § 22905(a)(2).
(3) under this Section, “infrastructure project” has the definition provided in 2
C.F.R. § 184.3.
(4) for all projects, as appropriate and to the extent consistent with law, the
Recipient should under 2 C.F.R. § 200.322, 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.
(c) Operators Deemed Rail Carriers. The Recipient recognizes and agrees that 49 U.S.C. §
22905(b) provides that persons conducting rail operations over rail infrastructure
constructed or improved in whole or in part with funds provided under chapter 229 of
Title 49, United States Code, will be considered a “rail carrier” as defined by 49 U.S.C. §
10102(5), for purposes of Title 49, United States Code, and any other statute that adopts
that definition or in which that definition applies, including: the Railroad Retirement Act of
1974 (45 U.S.C. § 231 et seq.); the Railway Labor Act (45 U.S.C. § 151 et seq.); and the
Railroad Unemployment Insurance Act (45 U.S.C. § 351 et seq.). The Recipient agrees to
reflect this provision in its agreements (if any) with any entity operating rail services over
such rail infrastructure.
(d) Railroad Agreements. In accordance with 49 U.S.C. § 22905(c)(1), if the Project funded
by this Agreement uses rights-of-way owned by a railroad, then Recipient represents that
it has entered into a written agreement with that railroad owner, which includes:
compensation for such use; assurances regarding the adequacy of infrastructure capacity
to accommodate both existing and future freight and passenger operations; an assurance
by the railroad that collective bargaining agreements with railroad’s employees (including
terms regulating the contracting of work) will remain in full force and effect according to
their terms for work performed by the railroad on the railroad transportation corridor;
and an assurance that Recipient complies with liability requirements consistent with 49
U.S.C. § 28103.
40
By signing this Agreement, Recipient certifies that the written agreement referenced in
this Section 26.2(d) has been executed or is not required.
Additional guidance on compliance with the Railroad Agreements provisions is available
on FRA’s website at: https://railroads.dot.gov/elibrary/frequently-asked-questions-about-
rail-improvement-grant-conditions-under-49-usc-ss-22905c1.
(e) Impacted Rail Carrier or Real Property Owner Approvals. In accordance with 49 U.S.C.
§ 22909(e)(2)(A), prior to proceeding with the construction of the Project funded by this
Agreement, if applicable, Recipient will obtain necessary approvals to commence
construction from any impacted rail carriers or real property owners. If the Project is a
planning project, as described in 49 U.S.C. § 22909(d)(6), the Recipient agrees to work
collaboratively with rail carriers and right-of-way owners.
(f) Labor Protective Arrangements
(1) Notwithstanding 49 U.S.C. § 22905(e)(1), and in accordance with 49 U.S.C. §
22909(j)(3), any employee covered by the Railway Labor Act (45 U.S.C. § 151 et
seq.) and the Railroad Retirement Act of 1974 (45 U.S.C. § 231 et seq.) who is
adversely affected by actions taken in connection with the project financed in
whole or in part by such grant shall be covered by employee protective
arrangements required to be established under 49 U.S.C. § 22905(c)(2)(B). In
accordance with 49 U.S.C. § 22905(c)(2)(B), the Recipient will ensure compliance
with the protective arrangements that are equivalent to those established under
Section 504 of the Railroad Revitalization and Regulatory Reform Act of 1976, 49
U.S.C. § 22404, as such protective arrangements are described in the final FRA
guidance titled Equivalent Protections for Railroad Employees and effective
December 28, 2022, included herein in Exhibit B.
(2) In accordance with 49 U.S.C. § 22909(j)(3), Recipient, and any successors,
assigns, and contractors of Recipient:
i. shall be bound by the employee protective arrangements required
under subparagraph (1); and
ii. shall be responsible for the implementation of such arrangements and
for the obligations under such arrangements, but may arrange for another
entity to take initial responsibility for compliance with the conditions of
such arrangement.
(3) Labor protections required pursuant to Subsection (f) of Section 26.2 of this
Attachment 1 shall be documented consistent with Article 18 of this Attachment
1.
(g) Davis-Bacon and Related Acts Provisions. In accordance with 49 U.S.C. §
22905(c)(2)(A), if the Project funded by this Agreement uses rights-of-way owned by a
railroad, the Recipient will ensure compliance with the standards of 49 U.S.C. § 24312
with respect to the Project in the same manner that Amtrak is required to comply with
41
those standards for construction work financed under an agreement made under 49
U.S.C.§ 24308(a). For these purposes, wages in collective bargaining agreements
negotiated under the Railway Labor Act are deemed to comply with Davis-Bacon Act
requirements.
(h) Replacement of Existing Intercity Passenger Rail Service. If an intercity passenger rail
transportation provider replaces Amtrak intercity passenger rail service through a Project
funded by this Agreement, then such provider must comply with the provisions of 49
U.S.C. § 22905(d).
26.3 Consolidated Rail Infrastructure and Safety Improvements Grants Clauses
The Recipient agrees to comply with the clauses in Section 26.3 of this Attachment 1.
Consistent with 49 U.S.C. § 22905(e), clauses (b) and (c) through (g) of Section 26.3 of this
Attachment 1 do not apply to: 1) commuter rail passenger transportation (as defined in 49
U.S.C. § 24102(3)) operations of a State or local government authority (as those terms are
defined in 49 U.S.C. § 5302) or its contractor performing services in connection with commuter
rail passenger operations; 2) the Alaska Railroad or its contractors; or 3) Amtrak’s access rights
to railroad right of way and facilities under current law.
(a) Federal Share. The Federal Share of total Project costs shall not exceed 80 percent.
(b) Buy America. In lieu of Section 12.1 of this Attachment 1:
(1) for infrastructure projects, steel, iron, and manufactured products used in the
Project are subject to 49 U.S.C. §22905(a), as implemented by FRA. The Recipient
acknowledges that this Agreement is neither a waiver of 49 U.S.C. § 22905(a)(1)
nor a finding under 49 U.S.C. § 22905(a)(2). For infrastructure projects,
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) and 2 C.F.R. part 184, as
implemented by OMB, USDOT and FRA. The Recipient acknowledges that this
Agreement is neither a waiver of § 70914(a) nor a finding under § 70914(b).
(2) for non-infrastructure projects, steel, iron, and manufactured products used in
the Project are subject to 49 U.S.C. § 22905(a), as implemented by FRA. The
Recipient acknowledges that this Agreement is neither a waiver of 49 U.S.C. §
22905(a)(1) nor a finding under 49 U.S.C. § 22905(a)(2).
(3) under this Section, “infrastructure project” has the definition provided in 2
C.F.R. § 184.3.
(4) for all projects, as appropriate and to the extent consistent with law, the
Recipient should under 2 C.F.R. § 200.322, 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
42
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.
(c) Operators Deemed Rail Carriers. The Recipient recognizes and agrees that 49 U.S.C. §
22905(b) provides that persons conducting rail operations over rail infrastructure
constructed or improved in whole or in part with funds provided under chapter 229 of
Title 49, United States Code, will be considered a “rail carrier” as defined by 49 U.S.C. §
10102(5), for purposes of Title 49, United States Code, and any other statute that adopts
that definition or in which that definition applies, including: the Railroad Retirement Act of
1974 (45 U.S.C. § 231 et seq.); the Railway Labor Act (45 U.S.C. § 151 et seq.); and the
Railroad Unemployment Insurance Act (45 U.S.C. § 351 et seq.). The Recipient agrees to
reflect this provision in its agreements (if any) with any entity operating rail services over
such rail infrastructure.
(d) Railroad Agreements. In accordance with 49 U.S.C. § 22905(c)(1), if the Project funded
by this Agreement uses rights-of-way owned by a railroad, then Recipient represents that
it has entered into a written agreement with that railroad owner, which includes:
compensation for such use; assurances regarding the adequacy of infrastructure capacity
to accommodate both existing and future freight and passenger operations; an assurance
by the railroad that collective bargaining agreements with railroad’s employees (including
terms regulating the contracting of work) will remain in full force and effect according to
their terms for work performed by the railroad on the railroad transportation corridor;
and an assurance that Recipient complies with liability requirements consistent with 49
U.S.C. § 28103.
By signing this Agreement, Recipient certifies that the written agreement referenced in
this Section 26.3(d) has been executed or is not required.
Additional guidance on compliance with the Railroad Agreements provisions is available
on FRA’s website at: https://railroads.dot.gov/elibrary/frequently-asked-questions-about-
rail-improvement-grant-conditions-under-49-usc-ss-22905c1.
(e) Labor Protective Arrangements. In accordance with 49 U.S.C. § 22905(c)(2)(B), if the
Project funded by this Agreement uses rights-of-way owned by a railroad, then the
Recipient will ensure compliance with the protective arrangements that are equivalent to
those established under Section 504 of the Railroad Revitalization and Regulatory Reform
Act of 1976, 49 U.S.C. § 22404. Such protective arrangements are included herein as
Exhibit B.5.
(f) Davis-Bacon and Related Acts Provisions. In accordance with 49 U.S.C. §
22905(c)(2)(A), if the Project funded by this Agreement uses rights-of-way owned by a
railroad, the Recipient will ensure compliance with the standards of 49 U.S.C. § 24312
with respect to the Project in the same manner that Amtrak is required to comply with
those standards for construction work financed under an agreement made under 49
U.S.C.§ 24308(a). For these purposes, wages in collective bargaining agreements
43
negotiated under the Railway Labor Act are deemed to comply with Davis-Bacon Act
requirements.
(g) Replacement of Existing Intercity Passenger Rail Service. If an intercity passenger rail
transportation provider replaces Amtrak intercity passenger rail service through a Project
funded by this Agreement, then such provider must comply with the provisions of 49
U.S.C. § 22905(d).
26.4 Restoration and Enhancement Grants Clauses
The Recipient agrees to comply with the clauses in Section 26.4 of this Attachment 1.
Consistent with 49 U.S.C. § 22905(e), clauses (b) and (c) through (g) of Section 26.4 do not apply
to: 1) commuter rail passenger transportation (as defined in 49 U.S.C. § 24102(3)) operations of
a State or local government authority (as those terms are defined in 49 U.S.C. § 5302) or its
contractor performing services in connection with commuter rail passenger operations; 2) the
Alaska Railroad or its contractors; or 3) Amtrak’s access rights to railroad right-of -way and
facilities under current law.
(a) Maximum Funding Limitation. A grant authorized by 49 U.S.C. § 22908 may not
exceed:
(1) 90 percent of the projected net operating costs for the first year of service;
(2) 80 percent of the projected net operating costs for the second year of service;
(3) 70 percent of the projected net operating costs for the third year of service;
(4) 60 percent of the projected net operating costs for the fourth year of service;
(5) 50 percent of the projected net operating costs for the fifth year of service;
and
(6) 30 percent of the projected net operating costs for the sixth year of service.
(b) Buy America. In lieu of Section 12.1 of this Agreement 1:
(1) for infrastructure projects, steel, iron, and manufactured products used in the
Project are subject to 49 U.S.C. § 22905(a), as implemented by FRA. The Recipient
acknowledges that this Agreement is neither a waiver of 49 U.S.C. § 22905(a)(1)
nor a finding under 49 U.S.C. § 22905(a)(2). For infrastructure projects,
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) and 2 C.F.R. part 184, as
implemented by OMB, USDOT, and FRA. The Recipient acknowledges that this
Agreement is neither a waiver of § 70914(a) nor a finding under § 70914(b).
(2) for non-infrastructure projects, steel, iron, and manufactured products used
in the Project are subject to 49 U.S.C. § 22905(a), as implemented by FRA. The
44
Recipient acknowledges that this Agreement is neither a waiver of 49 U.S.C. §
22905(a)(1) nor a finding under 49 U.S.C. § 22905(a)(2).
(3) under Section 26.4 of this Attachment 1, “infrastructure project” has the
definition provided in 2 C.F.R. § 184.3.
(4) for all projects, as appropriate and to the extent consistent with law, the
Recipient should under 2 C.F.R. § 200.322, 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.
(c) Operators Deemed Rail Carriers. The Recipient recognizes and agrees that 49 U.S.C. §
22905(b) provides that persons conducting rail operations over rail infrastructure
constructed or improved in whole or in part with funds provided under chapter 229 of
Title 49, United States Code, will be considered a “rail carrier” as defined by 49 U.S.C. §
10102(5), for purposes of Title 49, United States Code, and any other statute that adopts
that definition or in which that definition applies, including: the Railroad Retirement Act of
1974 (45 U.S.C. § 231 et seq.); the Railway Labor Act (45 U.S.C. § 151 et seq.); and the
Railroad Unemployment Insurance Act (45 U.S.C. § 351 et seq.). The Recipient agrees to
reflect this provision in its agreements (if any) with any entity operating rail services over
such rail infrastructure.
(d) Railroad Agreements. In accordance with 49 U.S.C. § 22905(c)(1), if the Project funded
by this Agreement uses rights-of-way owned by a railroad, then Recipient represents that
it has entered into a written agreement with that railroad owner, which includes:
compensation for such use; assurances regarding the adequacy of infrastructure capacity
to accommodate both existing and future freight and passenger operations; an assurance
by the railroad that collective bargaining agreements with railroad’s employees (including
terms regulating the contracting of work) will remain in full force and effect according to
their terms for work performed by the railroad on the railroad transportation corridor;
and an assurance that Recipient complies with liability requirements consistent with 49
U.S.C. § 28103.
By signing this Agreement, Recipient certifies that the written agreement referenced in
this Section 26.4(d) has been executed or is not required.
Additional guidance on compliance with the Railroad Agreements provisions is available
on FRA’s website at: https://railroads.dot.gov/elibrary/frequently-asked-questions-about-
rail-improvement-grant-conditions-under-49-usc-ss-22905c1.
(e) Labor Protective Arrangements. In accordance with 49 U.S.C. § 22905(c)(2)(B), if the
Project funded by this Agreement uses rights-of-way owned by a railroad, then the
Recipient will ensure compliance with the protective arrangements that are equivalent to
those established under Section 504 of the Railroad Revitalization and Regulatory Reform
45
Act of 1976, 49 U.S.C. § 22404. Such protective arrangements are included herein as
Exhibit B.5.
(f) Davis-Bacon and Related Acts Provisions. In accordance with 49 U.S.C. §
22905(c)(2)(A), if the Project funded by this Agreement uses rights-of-way owned by a
railroad, the Recipient will ensure compliance with the standards of 49 U.S.C. § 24312
with respect to the Project in the same manner that Amtrak is required to comply with
those standards for construction work financed under an agreement made under 49
U.S.C.§ 24308(a). For these purposes, wages in collective bargaining agreements
negotiated under the Railway Labor Act are deemed to comply with Davis-Bacon Act
requirements.
(g) Replacement of Existing Intercity Passenger Rail Service. If an intercity passenger rail
transportation provider replaces Amtrak intercity passenger rail service through a Project
funded by this Agreement, then such provider must comply with the provisions of 49
U.S.C. § 22905(d).
(h) Route Reporting. The Recipient will provide similar information regarding the route
performance, financial, and ridership projections, and capital and business plans that
Amtrak is required to provide, and such other data and information as is required by
Article 4 of Attachment 2 of this Agreement.
(i) Termination. In addition to the terms of this Attachment 1, FRA may terminate this
Agreement upon the cessation of service, or the violation of any other term of this
Agreement.
26.5 Federal-State Partnership for Intercity Passenger Rail and Federal-State Partnership for State
of Good Repair Clauses
The Recipient agrees to comply with the clauses in Section 26.5 of this Attachment 1.
Consistent with 49 U.S.C. § 22905(e), clauses (b) through (g) of Section 26.5 of this Attachment 1
do not apply to: 1) commuter rail passenger transportation (as defined in 49 U.S.C. § 24102(3))
operations of a State or local government authority (as those terms are defined in 49 U.S.C. §
5302) or its contractor performing services in connection with commuter rail passenger
operations; 2) the Alaska Railroad or its contractors; or 3) Amtrak’s access rights to railroad right
of way and facilities under current law.
(a) Federal Share. The Federal Share of total Project costs shall not exceed 80 percent.
(b) Buy America. In lieu of Section 12.1 of this Attachment 1:
(1) for infrastructure projects, steel, iron, and manufactured products used in the
Project are subject to 49 U.S.C. § 22905(a), as implemented by FRA. The Recipient
acknowledges that this Agreement is neither a waiver of 49 U.S.C. § 22905(a)(1)
nor a finding under 49 U.S.C. § 22905(a)(2). For infrastructure projects,
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,
46
div. G, tit. IX, subtit. A, 135 Stat. 429, 1298 (2021) and 2 C.F.R. part 184, as
implemented by OMB, USDOT and FRA. The Recipient acknowledges that this
Agreement is neither a waiver of § 70914(a) nor a finding under § 70914(b).
(2) for non-infrastructure projects, steel, iron, and manufactured products used in
the Project are subject to 49 U.S.C. § 22905(a), as implemented by FRA. The
Recipient acknowledges that this Agreement is neither a waiver of 49 U.S.C. §
22905(a)(1) nor a finding under 49 U.S.C. § 22905(a)(2).
(3) under this Section, “infrastructure project” has the definition provided in 2
C.F.R. § 184.3.
(4) for all projects, as appropriate and to the extent consistent with law, the
Recipient should under 2 C.F.R. § 200.322, 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.
(c) Operators Deemed Rail Carriers. The Recipient recognizes and agrees that 49 U.S.C. §
22905(b) provides that persons conducting rail operations over rail infrastructure
constructed or improved in whole or in part with funds provided under chapter 229 of
Title 49, United States Code, will be considered a “rail carrier” as defined by 49 U.S.C. §
10102(5), for purposes of Title 49, United States Code, and any other statute that adopts
that definition or in which that definition applies, including: the Railroad Retirement Act of
1974 (45 U.S.C. § 231 et seq.); the Railway Labor Act (45 U.S.C. § 151 et seq.); and the
Railroad Unemployment Insurance Act (45 U.S.C. § 351 et seq.). The Recipient agrees to
reflect this provision in its agreements (if any) with any entity operating rail services over
such rail infrastructure.
(d) Railroad Agreements. In accordance with 49 U.S.C. § 22905(c)(1), if the Project funded
by this Agreement uses rights-of-way owned by a railroad, then Recipient represents that
it has entered into a written agreement with that railroad owner, which includes:
compensation for such use; assurances regarding the adequacy of infrastructure capacity
to accommodate both existing and future freight and passenger operations; an assurance
by the railroad that collective bargaining agreements with railroad’s employees (including
terms regulating the contracting of work) will remain in full force and effect according to
their terms for work performed by the railroad on the railroad transportation corridor;
and an assurance that Recipient complies with liability requirements consistent with 49
U.S.C. § 28103.
By signing this Agreement, Recipient certifies that the written agreement referenced in
this Section 26.5(d) has been executed or is not required.
Additional guidance on compliance with the Railroad Agreements provisions is available
on FRA’s website at: https://railroads.dot.gov/elibrary/frequently-asked-questions-about-
rail-improvement-grant-conditions-under-49-usc-ss-22905c1.
47
(e) Labor Protective Arrangements. In accordance with 49 U.S.C. § 22905(c)(2)(B), if the
Project funded by this Agreement uses rights-of-way owned by a railroad, then the
Recipient will ensure compliance with the protective arrangements that are equivalent to
those established under Section 504 of the Railroad Revitalization and Regulatory Reform
Act of 1976, 49 U.S.C. § 22404. Such protective arrangements are included herein as
Exhibit B.5.
(f) Davis-Bacon and Related Acts Provisions. In accordance with 49 U.S.C. §
22905(c)(2)(A), if the Project funded by this Agreement uses rights-of-way owned by a
railroad, the Recipient will ensure compliance with the standards of 49 U.S.C. § 24312
with respect to the Project in the same manner that Amtrak is required to comply with
those standards for construction work financed under an agreement made under 49
U.S.C.§ 24308(a). For these purposes, wages in collective bargaining agreements
negotiated under the Railway Labor Act are deemed to comply with Davis-Bacon Act
requirements.
(g) Replacement of Existing Intercity Passenger Rail Service. If an intercity passenger rail
transportation provider replaces Amtrak intercity passenger rail service through a Project
funded by this Agreement, then such provider must comply with the provisions of 49
U.S.C. § 22905(d).
(h) Northeast Corridor Cost Allocation. For projects located on the Northeast Corridor, as
that term is defined in 49 U.S.C. § 24911(a)(4), Amtrak and the public authorities providing
commuter rail passenger transportation at the Project location on the Northeast Corridor
must remain in compliance with 49 U.S.C. § 24905(c)(2).
(i) Interest and Financing Costs. Pursuant to 49 U.S.C. § 24911(g)(2), interest and other
financing costs of efficiently carrying out a part of the Project within a reasonable time are
a cost of carrying out the Project under a Phased Funding Agreement, except that eligible
costs may not be more than the cost of the most favorable financing terms reasonably
available for the Project at the time of borrowing. The Recipient will certify to FRA’s
satisfaction that the Recipient has shown reasonable diligence in seeking the most
favorable financing terms.
###
Version Date: December 11, 2023
Attachment 2
PROJECT-SPECIFIC
TERMS AND CONDITIONS
NOT INTENDED FOR EXECUTION WITHOUT MODIFICATION
2
Project-Specific Terms and Conditions
Table of Contents
ARTICLE 1: PROJECT-SPECIFIC DESIGNATIONS .............................................................................................. 4
1.1 Recipient ....................................................................................................................................... 4
1.2 Project and Purpose ...................................................................................................................... 4
1.3 Program Designations ................................................................................................................... 4
ARTICLE 2: SPECIAL TERMS AND CONDITIONS ............................................................................................. 4
ARTICLE 3: ADMINISTRATIVE INFORMATION ............................................................................................... 5
3.1 Application .................................................................................................................................... 5
3.2 FRA Awarding Official.................................................................................................................... 5
3.3 Federal Award Date ...................................................................................................................... 5
3.4 Program Name and Assistance Listings Number .......................................................................... 5
3.5 Recipient’s Unique Entity Identifier .............................................................................................. 5
3.6 Federal Award Identification Number .......................................................................................... 5
ARTICLE 4: STATEMENT OF WORK ................................................................................................................ 5
4.1 General Project Description .......................................................................................................... 5
4.2 Project Location ............................................................................................................................ 5
4.3 Project Scope ................................................................................................................................ 6
4.4 Implement Required Environmental Commitments..................................................................... 9
ARTICLE 5: AWARD DATES AND ESTIMATED PROJECT SCHEDULE ............................................................... 9
5.1 Award Dates .................................................................................................................................. 9
5.2 Estimated Project Schedule .......................................................................................................... 9
ARTICLE 6: AWARD AND PROJECT FINANCIAL INFORMATION ................................................................... 10
6.1 Award Amount ............................................................................................................................ 10
6.2 Federal Obligation Information .................................................................................................. 10
6.3 Federal Authorization and Funding Source. ............................................................................... 10
6.4 Funding Availability ..................................................................................................................... 10
6.5 Approved Project Budget ............................................................................................................ 10
6.6 Pre-Award Costs .......................................................................................................................... 11
6.7 Phased Funding Agreement ........................................................................................................ 12
ARTICLE 7: PERFORMANCE MEASUREMENT INFORMATION ..................................................................... 12
NOT INTENDED FOR EXECUTION WITHOUT MODIFICATION
3
ARTICLE 8: ENVIRONMENTAL COMPLIANCE ............................................................................................... 13
ARTICLE 9: CLIMATE CHANGE AND ENVIRONMENTAL JUSTICE IMPACTS .................................................. 13
9.1 Consideration of Climate Change and Environmental Justice Impacts ...................................... 13
9.2 Supporting Narrative ................................................................................................................... 14
ARTICLE 10: RACIAL EQUITY AND BARRIERS TO OPPORTUNITY ................................................................. 15
10.1 Efforts to Improve Racial Equity and Reduce Barriers to Opportunity ....................................... 15
10.2 Supporting Narrative ................................................................................................................... 16
ARTICLE 11: LABOR AND WORK .................................................................................................................. 16
11.1 Efforts to Support Good-Paying Jobs and Strong Labor Standards ............................................ 16
11.2 Supporting Narrative ................................................................................................................... 18
NOT INTENDED FOR EXECUTION WITHOUT MODIFICATION
4
ARTICLE 1: PROJECT-SPECIFIC DESIGNATIONS
1.1 Recipient
This Agreement (Agreement) is between the Federal Railroad Administration (FRA) and the City of Palo
Alto (the Recipient).
1.2 Project and Purpose
The purpose of this award is to fund a Rail Crossing Elimination Program grant for the Grade Separation
Project at Churchill Avenue, Meadow Drive and Charleston Road (the Project), as described in Article 4
of this Attachment 2, to help achieve the goals identified in the Notice of Funding Opportunity for Grade
Separation for Elimination of Rail Crossings, Program Description section of Notice of Funding
Opportunity 1, that solicited applications for Federal financial assistance. FRA and the Recipient will
accomplish that purpose by timely completing the Project and ensuring that this award does not
substitute for non-Federal investment in the Project, except as proposed in the Application.
This Agreement does not obligate funds for the Project transferred to FRA from another agency for
obligation.
1.3 Program Designations
(a) Research and Development. This award is not for research and development.
(b) Project Size. This award is for a non-Major] Project as that term is defined in FRA Guidance
on Development and Implementation of Railroad Capital Projects, January 11, 2023 (Railroad
Capital Projects Guidance).
(c) Phased Funding. This award is not a phased funding agreement as further discussed in
Section 6.7 of this Attachment 2.
(d) Grant or Cooperative Agreement. This award is made as a Grant Agreement.
(e) Security Risk. This award is for a Project that has a low security risk.
(f) Rural Area. The information the Recipient provided to FRA, including in the Application,
demonstrates this award[is not for a Project in a Rural Area.
ARTICLE 2: SPECIAL TERMS AND CONDITIONS
There are no special terms for this award.
1 https://www.govinfo.gov/content/pkg/FR-2022-07-06/pdf/2022-14344.pdf
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ARTICLE 3: ADMINISTRATIVE INFORMATION
3.1 Application
Application Title: Grade Separation Project at Churchill Avenue, Meadow Drive, and Charleston Road
Application Date: Oct 10, 2022
3.2 FRA Awarding Official
FRA Office of Railroad Development
Federal Railroad Administration
1200 New Jersey Ave, SE
Washington, DC 20590
FRA-Grants@dot.gov
3.3 Federal Award Date
The “Federal Award Date” is the effective date of this Agreement, as defined under Section 24.4 of
Attachment 1 of this Agreement.
3.4 Program Name and Assistance Listings Number
For the Railroad Crossing Elimination, the Assistance Listings Number is 20.327 and the Assistance
Listings Title is FY22 Railroad Crossing Elimination Grant Program.
3.5 Recipient’s Unique Entity Identifier
The Recipient’s Unique Entity Identifier, as defined at 2 C.F.R. § 25.415, is listed in Section 1B on the
Agreement cover sheet.
3.6 Federal Award Identification Number
The Federal Award Identification Number is listed in Section 2 on the Agreement cover sheet as the
“Agreement Number.”
ARTICLE 4: STATEMENT OF WORK
4.1 General Project Description
The Project involves preliminary engineering and environmental clearance for Churchill Avenue,
Meadow Drive, and Charleston Road Crossings. The scope of work includes preparing the preliminary
engineering design for FRA approval and obtaining the environmental clearance from the FRA.
4.2 Project Location
The Project is located in Palo Alto along the Caltrain Corridor which crosses Churchill Avenue,
Meadow Drive, and Charleston Road.
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Geospatial Project Data:
Churchill Avenue: Latitude: 37.4354930 Longitude:-122.1517170
Meadow Drive: Latitude: 37.4175766 Longitude: -122.1233300
Charleston Road: Latitude: 37.4146165 Longitude: -122.1186389
U.S. DOT Crossing Number:
Churchill Avenue: 754998E
Meadow Drive: 755010S
Charleston Road: 755011Y
4.3 Project Scope
The Project primarily involves performing preliminary engineering and environmental clearance for
grade separations at Churchill Avenue, Meadow Drive, and Charleston Road Crossings.
The Recipient will notify FRA in writing of any requested changes in Project Scope and will not proceed
with the changed scope unless approved by FRA in writing. If approved, changes to Project Scope may
require additional environmental review or an amendment to this Agreement.
Task 1: Project Administration and Management
Subtask 1.1: Project Administration
The Recipient will perform all tasks required for the Project through a coordinated process, which will
involve affected railroad owners, operators, and funding partners, including:
• Federal Railroad Administration (FRA), Grant Administrator
• City of Palo Alto, Project Sponsor, Grant Recipient
• Peninsula Corridor Joint Powers Board (PCJPB the governing body for Caltrain service on the San
Francisco Peninsula) – Preparer of PE and NEPA documentation.
• Santa Clara Valley Transportation Agency (VTA) – Funding Partner
• California High-Speed Rail Authority
The Recipient will facilitate the coordination of all activities necessary for implementation of the Project.
The Recipient will:
• participate in a Project kickoff meeting with FRA following award;
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• Enter into an agreement with PCJPB for preparing the PE and NEPA documentation
• Coordinate with Caltrain to complete necessary steps to hire a qualified consultant/contractor
to perform required Project work, as necessary;
• hold regularly scheduled Project meetings with FRA;
• review and accept work as it is completed; and
• participate in other coordination, as needed.
Subtask 1.2: Project Management Plan
The Recipient will prepare a Project Management Plan (PMP), that describes how the Project will be
implemented and monitored to ensure effective, efficient, and safe delivery of the Project on time and
within budget. The PMP will describe, in detail, the activities and steps necessary to complete the tasks
outlined in this Statement of Work.
The PMP will include a Project Schedule and Project Budget for the work to be performed under this
Agreement. The Project Schedule will be consistent with the Estimated Project Schedule in Section 5.2 of
this Attachment 2, but provide a greater level of detail. Similarly, the Project Budget should be
consistent with the Approved Project Budget in Section 6.5 of this Attachment 2, but provide a greater
level of detail.
The Recipient will submit the PMP to FRA for review and approval. The Recipient will implement the
Project as described in the approved PMP. The Recipient will not begin work on subsequent tasks until
FRA has provided written approval of the PMP, unless FRA has provided pre-award authority for such
work under Section 6.6 of this Attachment 2. FRA will not reimburse the Recipient for costs incurred in
contravention of this requirement.
FRA may require the Recipient to update the PMP. The Recipient will submit any such updates to FRA for
review and approval, and FRA will determine if updates to the PMP require an amendment to this
Agreement. The Project Budget and Project Schedule may be revised consistent with Article 5 of
Attachment 1 of this Agreement without amending this Agreement.
Subtask 1.3: Project Closeout
The Recipient will submit a Final Performance Report as required by Section 7.2 of Attachment 1 of this
Agreement, which should describe the cumulative activities of the Project, including a complete
description of the Recipient’s achievements with respect to the Project objectives and milestones.
Task 1 Deliverables:
Deliverable ID Subtask Deliverable Name
1.1 1.2 Project Management Plan
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1.2 1.3 Final Performance Report
Task 2: Preliminary Engineering
Conduct investigations and perform studies needed to support the development of the Preliminary
Engineering Plans, calculations, and cost estimates, which are necessary to support the development of
construction documents for the selected alternative at each of the grade crossing location. The Project
plans, specifications, calculations, and cost estimates shall be prepared under the responsible charge of
the appropriate California Registered Engineer(s) (i.e. civil, electrical, geotechnical) and Architect(s). PE
design sets will be prepared for each crossing. Meadow Drive and Charleston Road would be
constructed concurrently if a shoofly were required, however, the designs can remain separate.
Task 2. 1 Churchill Avenue PE
The PE Package(s) to be submitted to FRA for approval consist(s) of the design with approval signatures
by stakeholders (or alternate method of approval acceptable to FRA), cost estimate, schedule, and
responses to FRA comments.
Task 2.2 Meadow Drive PE
The PE Package(s) to be submitted to FRA for approval consist(s) of the design with approval signatures
by stakeholders (or alternate method of approval acceptable to FRA), cost estimate, schedule, and
responses to FRA comments.
Task 2.3 Charleston Road PE
The PE Package(s) to be submitted to FRA for approval consist(s) of the design with approval signatures
by stakeholders (or alternate method of approval acceptable to FRA), cost estimate, schedule, and
responses to FRA comments.
Task 2 Deliverables:
Deliverable ID Subtask Deliverable Name
2.1 2.1 PE Package(s) for Churchill Avenue
2.2 2.2 PE Package(s) for Meadow Drive
2.3 2.3 PE Package(s) for Charleston Avenue
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Task 3: Environmental Review
If the Recipient concludes that the Project might qualify for a Categorical Exclusion (CE) in accordance
with FRA’s Procedures for the Consideration of Environmental Impacts (effective May 26, 1999)
(Environmental Procedures), the Recipient shall complete the FRA CE worksheet including providing the
current Project description, appropriate Project maps, and any other relevant background information
and submit it to FRA and submit it to assist FRA in making a class of action and/or level of
documentation determination. The Recipient will evaluate the Project with the use of qualified
environmental professionals to determine its impact, including conducting a review of existing
literature, contacting relevant agencies, and performing field reconnaissance.
If FRA does not concur that a CE is appropriate for this Project, the Recipient will complete the required
environmental documentation.
In addition, the Recipient is responsible for identifying all necessary permits required for the Project’s
implementation.
Task 3 Deliverables:
Deliverable ID Task Deliverable Name
3.1 3 Environmental Document
Additional Task:
None.
4.4 Implement Required Environmental Commitments
None.
ARTICLE 5: AWARD DATES AND ESTIMATED PROJECT SCHEDULE
5.1 Award Dates
Budget Period End Date: [This is the same as the date in Section 5 on the Agreement cover sheet]
Period of Performance End Date: [This is the same as the end date in Section 4 of the Agreement cover
sheet]
5.2 Estimated Project Schedule
Milestones associated with this Agreement are identified in Table 5-A: Estimated Project Schedule. The
Recipient will complete these milestones to FRA’s satisfaction by the Schedule Date, subject to Article 5
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of Attachment 1 of this Agreement. The Recipient will notify FRA in writing when it believes it has
achieved the milestone.
Table 5-A: Estimated Project Schedule
Milestone Schedule Date
Preliminary Engineering Completion June 30, 2026
NEPA Completion June 30, 2027
ARTICLE 6: AWARD AND PROJECT FINANCIAL INFORMATION
6.1 Award Amount
Agreement Federal Funds: $6,000,000.
6.2 Federal Obligation Information
Federal Obligation Type: Single
6.3 Federal Authorization and Funding Source.
Authorizing Statute: Infrastructure Investment and Jobs Act (IIJA) (Public Law 117-58), codified as 49
U.S.C. 22909
Appropriation: FY22 Railroad Crossing Elimination (RCE) Program
6.4 Funding Availability
Program funding that is obligated under this Agreement remains available until expended.
6.5 Approved Project Budget
The estimated total Project cost under this Agreement is $20,000,000.
FRA will contribute a maximum of 30 percent of the total Project cost, not to exceed the Agreement
Federal Funds in Section 6.1 of this Attachment 2. FRA will fund the Project at the lesser amount of the
Agreement Federal Funds or the FRA maximum contribution percentage of total Project costs.
The Recipient will contribute $14,000,000 in Agreement Non-Federal Funds. Recipient’s Agreement
Non-Federal Funds are comprised of cash from a sales tax measure, Measure B Grade Separation
Funding, passed in 2016.
The Recipient will complete the Project to FRA’s satisfaction within the Approved Project Budget,
subject to Article 5 of Attachment 1 of this Agreement.
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Table 6-A: Approved Project Budget by Task
Task # Task Title
Agreement
Federal
Funds
Agreement
Non-Federal
Funds
Other
Federal
Funds
Other Non-
Federal
Funds
Total
1
Project
Administration
and
Management
$ 900,000 $2,100,000 $0 $0 $ 3,000,000
2 Preliminary
Engineering $2,550,000 $5,950,000 $0 $0 $ 8,500,000
3 Environmental
Documentation $2,550,000 $5,950,000 $0 $0 $8,500,000
Total $6,000,000 $14,000,000 $0 $0
Total Project
Cost:
$20,000,000
Table 6-B: Approved Project Budget by Source
Funding Source Total Amount Percentage of Total
Project Cost
Federal Share $ %
Agreement Federal Funds $6,000,000 30%
FRA Grant Program $ 6,000,000 30%
Other Federal Funds $0 0%
Agreement Non-Federal Funds $14,000,000 70%
[Measure B Grade Separation Funding] $ 14,000,000 70%
[Other Non-Federal Funds] $0 0%
6.6 Pre-Award Costs
None. Consistent with 2 C.F.R. part 200, costs incurred before the date of this Agreement are not
allowable costs under this award. FRA will neither reimburse those costs under this award nor consider
them as a non-Federal cost-sharing contribution to this award.
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6.7 Phased Funding Agreement
Not applicable.
ARTICLE 7: PERFORMANCE MEASUREMENT INFORMATION
Table 7-A: Performance Measurement Table identifies the performance measures that this Project is
expected to achieve. These performance measures will enable FRA to assess the Recipient’s progress in
achieving grant program goals and objectives. The Recipient will report on these performance measures
in accordance with the frequency and duration specified in Table 7-A.
Upon Project completion, the Recipient will submit reports comparing the actual Project performance of
the new and or improved asset(s) against the pre-Project (baseline) performance and expected post-
Project performance as described in Table 7-A. The Recipient will submit the performance measures
report to the Project Manager in accordance with Table 7-A.
Table 7-A: Performance Measurement Table
Goal Objective Performance
Measure
Description of
Measure Measurement Reporting
1 FRA PE
Approval
Completion
of PE
PE and design
materials and all
related deliverables for
all three crossings are
successfully completed
and accepted by FRA
Pre-Project (Baseline)
Performance as of:
Not applicable, no
documents were
completed prior to the
Award Date.
Frequency:
Once
Expected Post-Project
Performance:
FRA approval of PE
Duration:
One-time
submission as part
of the Final
Performance
Report
2
FRA NEPA
Document
Approval
Completion
of a NEPA
document
The environmental
documentation for all
three crossings is
approved by FRA.
Pre-Project (Baseline)
Performance as of:
Not applicable, no
documents were
completed prior to the
Award Date.
Frequency:
Once
Expected Post-Project
Performance:
Signed CE or FONSI for
each crossing.
Duration:
One-time
submission as part
of the Final
Performance
Report
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The Recipient will prepare a Project Outcomes Report pursuant to Section 8.3 of Attachment 1 of this
Agreement.
ARTICLE 8: ENVIRONMENTAL COMPLIANCE
In accordance with the National Environmental Policy Act (NEPA; 42 U.S.C. § 4321 et seq.), other
environmental statutes, related regulatory requirements, and FRA’s NEPA-implementing regulations (23
C.F.R. part 771), FRA has determined that the actions funded under this Agreement as described in this
Attachment 2, Section 4.5, Tasks 2 and 3, are categorically excluded from detailed environmental review
pursuant to 23 C.F.R. § 771.116 (c) [(1), (3), or (8)]. In accordance with Section 106 of the National
Historic Preservation Act (54 U.S.C. § 306108; 36 C.F.R. part 800), FRA has also determined that the
actions funded under this Agreement have no potential to cause effects to historic properties. The
actions do not require the use of property protected by Section 4(f) of the Department of
Transportation Act (49 U.S.C. § 303; 23 C.F.R. part 774).
Categorical exclusions (CEs) are actions identified in an agency’s NEPA-implementing procedures that do
not normally have a significant impact on the environment and therefore do not require either an
environmental assessment (EA) or environmental impact statement (EIS). See 40 C.F.R. § 1508.1(d). In
analyzing the applicability of a CE, FRA also considered whether unusual circumstances are present that
would warrant a more detailed environmental review through the preparation of an EA or EIS. In
accordance with 23 C.F.R. § 771.116 (a) and (b), FRA has further concluded that no unusual
circumstances exist with respect to development of the activities funded under this grant that might
trigger the need for a more detailed environmental review.
Should conditions or the scope of the action change, the Recipient must notify FRA and receive written
response and notice to proceed before proceeding. FRA will evaluate whether this determination
remains applicable or if additional environmental review is necessary.
ARTICLE 9: CLIMATE CHANGE AND ENVIRONMENTAL JUSTICE IMPACTS
9.1 Consideration of Climate Change and Environmental Justice Impacts
This Section identifies how the Project addresses climate change and environmental justice priorities.
The Recipient certifies that rows marked with “X” in the following table are accurate:
X The Project directly supports a Local/Regional/State Climate Action Plan that results in
lower greenhouse gas emissions. (Identify the plan in the supporting narrative below.)
The Project directly supports a Local/Regional/State Equitable Development Plan that
results in lower greenhouse gas emissions. (Identify the plan in the supporting narrative
below.)
The Project directly supports a Local/Regional/State Energy Baseline Study that results in
lower greenhouse gas emissions. (Identify the plan in the supporting narrative below.)
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The Recipient or a Project partner used environmental justice tools, such as the EJSCREEN,
to minimize adverse impacts of the Project on environmental justice communities. (Identify
the tool(s) in the supporting narrative below.)
X The Project supports a modal shift in freight or passenger movement to reduce emissions
or reduce induced travel demand. (Describe that shift in the supporting narrative below.)
The Project utilizes demand management strategies to reduce congestion, induced travel
demand, and greenhouse gas emissions. (Describe those strategies in the supporting
narrative below.)
The Project incorporates electrification infrastructure, zero-emission vehicle infrastructure,
or both. (Describe the incorporated infrastructure in the supporting narrative below.)
The Project supports the installation of electric vehicle charging stations. (Describe that
support in the supporting narrative below.)
The Project promotes energy efficiency. (Describe how in the supporting narrative below.)
The Project serves the renewable energy supply chain. (Describe how in the supporting
narrative below.)
X The Project improves disaster preparedness and resiliency. (Describe how in the supporting
narrative below.)
The Project avoids adverse environmental impacts to air or water quality, wetlands, and
endangered species, such as through reduction in Clean Air Act criteria pollutants and
greenhouse gases, improved stormwater management, or improved habitat connectivity.
(Describe how in the supporting narrative below.)
The Project repairs existing dilapidated or idle infrastructure that is currently causing
environmental harm. (Describe that infrastructure in the supporting narrative below.)
The Project supports or incorporates the construction of energy- and location-efficient
buildings. (Describe how in the supporting narrative below.)
X The Project includes recycling of materials, use of materials known to reduce or reverse
carbon emissions, or both. (Describe the materials in the supporting narrative below.)
The Project includes other actions or attributes that address climate change and
environmental justice. (Describe those actions in the supporting narrative below.)
The Project does not include actions or attributes that address climate change and
environmental justice but, before beginning construction of the Project, the Recipient will
take relevant actions described below to address climate change and environmental justice
impacts of the Project. (Identify the relevant actions in the supporting narrative below.)
9.2 Supporting Narrative
Climate Action Plan: The City of Palo Alto 2020 Sustainability and Climate Action plan has prioritized
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Road transportation improvements, which represents the largest percentage of Palo Alto’s existing
carbon footprint – and a congestion headache. Reducing Vehicle Miles Traveled (VMT), is one solution
to reduce transportation related GHG emissions. Priorities include: Increase in active transportation
(human-powered methods of travel, such as walking or bicycling); Increase availability of transit and
shared mobility services. The Project provides for the separation of all modes of traffic from the rail
traffic. This separation reduces the vehicle delays along the Alma Street and crossing streets of Churchill
Avenue, Meadow Drive, and Charleston Road. In addition, the Project provides for an improved bicycle
and pedestrian facility, thus supporting the local 2020 Sustainability and Climate Action Plan.
Modal Shift Support: The Project grade separates the at-grade crossing on the existing passenger rail
service provided by Caltrain from San Jose to San Francisco. In addition, this rail corridor will also be
serving the future California High-Speed Rail system. The Rail grade separation is resulting from the
increased need of providing frequent service on the Caltrain corridor and the future High-Speed Rail.
This additional capacity and rail service will directly impact the modal shift from the vehicular or even air
traffic to environmentally friendly electrified Caltrain service and California High Speed Rail.
Disaster preparedness and resiliency: The Rail corridor from San Francisco to San Jose is served by
commuter train operated by Caltrain and Freight trains operated by Union Pacific Railroad. In the event
of a disaster, the grade separations at these crossings provide for faster and un-interrupted emergency
response from responders.
Recycling of Materials: The City of Palo Alto 2020 Sustainability and Climate Action plan recommends
recycling of materials and, therefore, the Project will incorporate standards and requirements for
construction.
ARTICLE 10: RACIAL EQUITY AND BARRIERS TO OPPORTUNITY
10.1 Efforts to Improve Racial Equity and Reduce Barriers to Opportunity
This Section identifies how the Project addresses efforts to improve racial equity and reduce barriers to
opportunity. The Recipient certifies that rows marked with “X” in the following table are accurate:
A racial equity impact analysis has been completed for the Project. (Identify a report on that
analysis or, if no report was produced, describe the analysis and its results in the supporting
narrative below.)
X
The Recipient or a Project partner has adopted an equity and inclusion program/plan or has
otherwise instituted equity-focused policies related to project procurement, material
sourcing, construction, inspection, hiring, or other activities designed to ensure racial equity
in the overall delivery and implementation of the Project. (Identify the relevant programs,
plans, or policies in the supporting narrative below.)
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The Project includes physical-barrier-mitigating land bridges, caps, lids, linear parks, and
multimodal mobility investments that either redress past barriers to opportunity or that
proactively create new connections and opportunities for underserved communities that
are underserved by transportation. (Identify the relevant investments in the supporting
narrative below.)
X
The Project includes new or improved walking, biking, and rolling access for individuals with
disabilities, especially access that reverses the disproportional impacts of crashes on people
of color and mitigates neighborhood bifurcation. (Identify the new or improved access in the
supporting narrative below.)
The Project includes new or improved freight access to underserved communities to
increase access to goods and job opportunities for those underserved communities.
(Identify the new or improved access in the supporting narrative below.)
The Recipient has taken other actions related to the Project to improve racial equity and
reduce barriers to opportunity. (Describe those actions in the supporting narrative below.)
X
The Recipient has not yet taken actions related to the Project to improve racial equity and
reduce barriers to opportunity but, before beginning construction of the Project, the
Recipient will take relevant actions described below to improve racial equity and reduce
barriers to opportunity. (Identify the relevant actions in the supporting narrative below.)
10.2 Supporting Narrative
Equity and inclusion program: City of Palo Alto has adopted a race and equity mission statement that is
guiding work within the organization to ensure that diversity, equity, inclusion, and belonging are
incorporated into the operations of the City.
Improved walking and biking: The Project intends to create a safe and accessible infrastructure that
meets the American Disability Act accessibility guidelines and standards, such as grade for pedestrians,
that will serve all users.
Racial Equity Consideration for the Project: The City of Palo Alto and have not yet completed the final
design to get into the construction phase. This item will be reviewed during the development of
construction documents for including requirements for the Project to improve racial equity and reduce
barriers to opportunity.
ARTICLE 11: LABOR AND WORK
11.1 Efforts to Support Good-Paying Jobs and Strong Labor Standards
This Section identifies the Recipient’s efforts to support good-paying jobs and strong labor standards
related to the Project. The Recipient certifies that rows marked with “X” in the following table are
accurate:
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X The Recipient or a Project partner has adopted the use of project labor agreements in the
overall delivery and implementation of the Project. (Identify the relevant agreements and
describe the scope of activities they cover in the supporting narrative below.)
The Recipient or a Project partner has adopted the use of local and economic hiring
preferences in the overall delivery and implementation of the Project, subject to all
applicable State and local laws, policies, and procedures. (Describe the relevant provisions
in the supporting narrative below.)
The Recipient or a Project partner has adopted the use of registered apprenticeships in the
overall delivery and implementation of the Project. (Describe the use of registered
apprenticeships in the supporting narrative below.)
The Recipient or a Project partner will provide training and placement programs for
underrepresented workers in the overall delivery and implementation of the Project.
(Describe the training programs in the supporting narrative below.)
The Recipient or a Project partner will support free and fair choice to join a union in the
overall delivery and implementation of the Project by investing in workforce development
services offered by labor-management training partnerships or setting expectations for
contractors to develop labor-management training programs. (Describe the workforce
development services offered by labor-management training partnerships in the supporting
narrative below.)
X
The Recipient or a Project partner will provide supportive services and cash assistance to
address systemic barriers to employment to be able to participate and thrive in training and
employment, including childcare, emergency cash assistance for items such as tools, work
clothing, application fees and other costs of apprenticeship or required pre-employment
training, transportation and travel to training and work sites, and services aimed at helping
to retain underrepresented groups like mentoring, support groups, and peer networking.
(Describe the supportive services and/or cash assistance provided to trainees and employees
in the supporting narrative below.)
The Recipient or a Project partner has documented agreements or ordinances in place to
hire from certain workforce programs that serve underrepresented groups. (Identify the
relevant agreements and describe the scope of activities they cover in the supporting
narrative below.)
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X
The Recipient or a Project partner participates in a State/Regional/Local comprehensive
plan to promote equal opportunity, including removing barriers to hiring and preventing
harassment on work sites, and that plan demonstrates action to create an inclusive
environment with a commitment to equal opportunity, including:
a. affirmative efforts to remove barriers to equal employment opportunity above
and beyond complying with Federal law;
b. proactive partnerships with the U.S. Department of Labor’s Office of Federal
Contract Compliance Programs to promote compliance with EO 11246 Equal
Employment Opportunity requirements;
c. no discriminatory use of criminal background screens and affirmative steps to
recruit and include those with former justice involvement, in accordance with
the Fair Chance Act and equal opportunity requirements;
d. efforts to prevent harassment based on race, color, religion, sex, sexual
orientation, gender identity, and national origin;
e. training on anti-harassment and third-party reporting procedures covering
employees and contractors; and
f. maintaining robust anti-retaliation measures covering employees and
contractors.
(Describe the equal opportunity plan in the supporting narrative below.)
The Recipient 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.)
X
The Recipient 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 the relevant actions described below.
(Identify the relevant actions in the supporting narrative below.)
11.2 Supporting Narrative
Labor Agreement: The City of Palo Alto currently has seven collective bargaining agreements in place.
These agreements cover engineering, accounting, administrative, etc. Most notably, these employees
are part of Service Employees International Union Local 521. City of Palo Alto employees working on this
Project from these collective bargaining units will therefore be involved in delivery and implementation
of the Project. The Consultant/Contractor contracts include provisions for prevailing wages and
Department of Industrial Relations (DIR) compliance.
Providing Supporting Services: The City of Palo Alto provides support and assistance to City staff through
various programs such as commuter benefits, childcare assistance ($10,000 annually), tuition assistance
($1,500 annually), and work-related training and programs.
Equal Opportunity Employer: The City of Palo Alto is an equal opportunity employer within the State of
California and complies with all Federal, State, and Local Employment requirements for providing equal
opportunities and non-discrimination, improve racial diversity and inclusiveness by developing policies
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and training to the City staff. In addition, City has a strong anti-harassment policy and provides regular
trainings to city employees.
In addition, the City’s partner Caltrain, as part of its relationship with the San Mateo County Transit
District, participates in an equal employment opportunity policy and affirmative action plan that applies
to all employment actions. Furthermore, it has an Office of Civil Rights that investigates any reports of
discrimination and harassment.
Project to create good paying jobs: The City of Palo Alto and its Project partners have net yet completed
the final design to get into the construction phase. This item will be reviewed during the development of
construction documents for including requirements for the Project to create good paying jobs. However,
City is committed to fair and competitive salaries. The City has several unions that represent various
employment groups and provide choice to staff of various groups/professions for union membership.
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