HomeMy WebLinkAbout2025-064-06/17/2025-AUTHORIZING THE EXECUTION OF AN INTERGOVERNMENTAL AGREEMENT BETWEEN THE CITY OF FORT COLLINS AND THERESOLUTION 2025-064
OF THE COUNCIL OF THE CITY OF FORT COLLINS
AUTHORIZING THE EXECUTION OF AN INTERG OVERNMENTAL
GRANT AGREEMENT BETWEEN THE CITY OF FORT COLLINS AND
THE FEDERAL RAILROAD ADMINI STRATION FOR THE
VINE/TIMBERLINE RAIL GRADE SEPARATION PLANNING PROJECT
A.The purpose of this item is to enable the City to receive and expend Railroad
Crossing Elimination ("RCE") Program grant funds through the Federal Railroad
Administration ("FRA") for the Vine/Timberline Rail Grade Separation Planning project
("Project"). The funds will be used to conduct planning for the capital project, which will
eliminate the at-grade railroad crossing at the intersection of Timberline Road and Vine
Drive by creating an overpass along Timberline Road across the BNSF railroad tracks
and Vine Drive. These funds will be used for planning, including outreach, feasibility
study, technical analysis, design, and right-of-way acquisition.
B.The existing intersection of Timberline Road and Vine Drive experiences
congestion with safety and delay concerns due to the existing 4-way stop control along
with an at-grade rail crossing near the intersection. The Vine and Timberline Intersection
Improvements project, which is already underway, will improve the intersection with a
traffic signal interconnected to a new rail crossing signal. That project is fully funded, and
construction is curre ntly underway. Construction on that intersection improvement project
has been delayed by utility relocations being performed by the Poudre Valley Rural
Electric Association and will be completed later this summer.
C.As northeast Fort Collins continues to develop, increasing traffic volumes at
the Vine and Timberline intersection will result in the need for an overpass like the one
constructed at Vine and Lemay, which was completed in 2022. By bridging Timberline
Road over the BNSF railroad tracks and the parallel Vine Drive, Fort Collins will reduce
congestion, improve safety, improve system efficiency, add multimodal options, and
provide much-needed access for growing neighborhoods.
D.A grade separation overpass at Vine Drive and Timberline Road over the
railroad tracks has been part of the City's Master Street Plan for several years. The
Transportation Capital Projects Prioritization Study ("TCPPS" adopted by City Council on
September 19, 2023 (Resolution 2023-086)) includes Vine/Timberline Rail Grade
Separation as one of the top fifteen projects in the study.
E.The East Ridge Second Filing and Waterfield Fourth Filing developments
provided development contributions towards the Project that have been previously
appropriated by City Council through Ordinance No. 122, 2023, and Ordinance No. 115,
2024. The City worked with a consultant to develop an RCE Program grant application
that was submitted in 2024. The application requested funding to complete Project
planning. The application was successful, and the City recently received notification that
the FRA is ready to move forward with the intergovernmental grant agreement (the "Grant
Agreement" attached as Exhibit A and incorporated herein.
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F.The FRA RCE Program grant awards up to $765,616 to cover costs in
support of the Project. The RCE grant is a reimbursable grant, meaning Capital Projects
Fund expenses will be reimbursed up to $765,616. This grant is conditioned on the City
entering into the Grant Agreement which sets forth general and Project-specific terms and
conditions governing the administration of the grant funds and the execution of the
Project.
G.For the RCE Program funds, the FRA uses GrantSolutions, a web portal,
for contracting with grant recipients. The FRA requests that the City accept the Grant
Agreement through GrantSolutions. Acceptance does not require providing a fully
executed cooperative agreement. Rather, it requires the City Engineering Department,
which has a GrantSolutions account through Dana Hornkohl on behalf of the City to
provide the City's acceptance of the Grant Agreement.
H.Project funding also includes contributions from two developments pro vided
in lieu of construction and in anticipation of the Vine!Timberline Rail Grade Separation
capital project, which funding was previously appropriated through Ordinance No. 122,
2023, and Ordinance No. 115, 2024. The local match required for the RCE funds is
$191,404, which match will be met with a portion of these development contributions. The
remaining development cont ribution ($140,423) will be available as an overmatch for
future grant opportunities and to help fund additional Project costs. The total fund amount
projected for this planning Project is $1,097,443 composed of funds appropriated with
prior actions and with this action.
I.Colorado Revised Statutes Section 29-1-203 provides that governments
may cooperate or contract with one another to provide certain services or facilities when
the cooperation or contracts are authorized by each party thereto with the approval of its
legislative body or other authority having the power to so approve.
J.City Charter Article 11, Section 16 empowers the City Council, by ordinance
or resolution, to enter into contracts with governmental bodies to furnish governmental
services and make charges for such services or enter into cooperative or joint activities
with other governmental bodies.
K.City Code Section 1-22 requires the City Council to approve
intergovernmental agreements that require the City to make a direct, monetary payment
over $50,000. The local match for the RCE funds is $191,404, and total funds anticipated
to be appropriated for the Project amount to $1,097,443. Funds are anticipated to be
appropriated via Ordinance No. 105, 2025.
L.The City Council finds and determines that the Project and the grant funding
are in the best interests of the City, that they advance the public's health, safety, and
welfare by facilitating improvement of the City's multimodal transportation safety and
infrastructure.
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M.The City Council further finds and determines that the Mayor be authorized
to execute the Grant Agreement between the City and the FRA and that authority be
delegated to the Engineering Department to accept the grant through the online
acceptance system.
In light of the foregoing recitals, which the Council hereby makes and adopts as
determinations and findings, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF
FORT COLLINS as follows:
Section 1. Subject to final approval of Ordinance No. 105, 2025, appropriating
the subject grant funds, the City Council authorizes the Mayor to execute, on behalf of
the City, and that authority be delegated to Dana Hornkohl, Capital Projects
Manager/Director of Civil Engineering, to accept through GrantSolutions, the Grant
Agreement with the Federal Railroad Administration, in substantially the form attached
hereto as Exhibit A, with additional or modified terms and conditions as the City Manager,
in consultation with the City Attorney, determines to be necessary and appropriate to
protect the interests of the City or effectuate the purposes of this Resolution.
Section 2. Subject to execution of the Grant Agreement authorized in Section
1, the City Council hereby authorizes the City Manager to approve and execute and to
delegate to the Engineering Department to accept future amendments to the Grant
Agreement with the Federal Railroad Administration relating to the Project that the City
Manager, in consultation with the City Attorney, determines to be necessary and
appropriate to facilitate completion of the Project, so long as such amendments do not
increase the cost of the Project, substantially modify the purposes of the Grant
Agreement, increase the allocation or amount of funding for the Project funded by the
City, or otherwise increase the obligations and responsibilities of the City as set forth in
the Grant Agreement.
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CITY OF FORT COLLINS
EXHIBIT A TO RESOLUTION 2025-064
AWARD ATTACHMENTS
1.General Terms and Conditions, Attachment 1
2.Attachment 2, Project Specific Terms and Conditions
3.Exhibits, Attachment 3
69A3652542171 OR CECO
EXHIBIT A TO RESOLUTION 2025-064
�� U.S. Department of Transportation l_,; Federal Railroad Administration
Attachment 1
GENERAL TERMS AND CONDITIONS
Revision Date: April 23, 2025
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EXHIBIT A TO RESOLUTION 2025-064
�-..... U.S. Department of Transportation �-.,; Federal Railroad Administration
ARTICLE 6: GENERAL REPORTING TERMS .................................................................................................. 14
6.1 Alter native 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 Infor mation ...................................................................... 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: NONC OMPLIANCE AND REMEDIES .......................................................................................... 16
9.1 Noncom pliance 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 SU BA WARDING ..................................................................................... 21
12.1 Buy America .................................................................................................. , ............................. 21
12.2 Small and Disadvantaged Business Requirements ..................................................................... 22
12.3 Engineering and Design Services [Reserved] .............................................................................. 22
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EXHIBIT A TO RESOLUTION 2025-064
�� U.S. Deportment of Transportation �._; Federal Railroad Administration
12.4 Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment ... 22
12.5 Pass-Through Entity Responsibilities .......................................................................................... 22
12.6 Local Hiring Preference for Construction Jobs ............................................................................ 22
12.7 Procurement ............................................................................................................................... 22
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 ..................................................................................... 23
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 .......................................................................................................................... 24
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 ....................................................................................................................... 27
15.1 Bilateral Amendments ................................................................................................................ 27
15.2 FRA Unilateral Amendments ....................................................................................................... 27
15.3 Other Amendments .................................................................................................................... 27
ARTICLE 16: [RESERVED] ............................................................................................................................ 27
ARTICLE 17: [RESERVED] ............................................................................................................................ 27
ARTICLE 18: LABOR AND WORK ................................................................................................................. 27
18.1 Labor and Work ........................................................................................................................... 27
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EXHIBIT A TO RESOLUTION 2025-064 � U.S. Department of Transportation{'., Federal Railroad Administration
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 ............................................................................. 28
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 ....................................................................................... 30
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 [Reserved] ................................................................................................................................... 33
23.9 Equipment and Supplies ............................................................................................................. 33
23.10 Safety and Technology Data ....................................................................................................... 33
23.11 Intellectual Property ................................................................................................................... 33
23.12 Liquidation of Recipient Obligations ........................................................................................... 33
ARTICLE 24: CONSTRUCTION AND DEFINITIONS ....................................................................................... 34
24.1 Agreement .................................................................................................................................. 34
24.2 Construction ................................................................................................................................ 34
24.3 Integration .................................................................................................................................. 34
24.4 Definitions ................................................................................................................................... 34
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EXHIBIT A TO RESOLUTION 2025-064
�� U.S. Deportment of Transportation
�., Federal Railroad Administration
24.5 Calendar Dates ............................................................................................................................ 35
24.6 Communication in Writing .......................................................................................................... 35
24. 7 Severability .................................................................................................................................. 35
ARTICLE 25: AGREEMENT EXECUTION AND EFFECTIVE DATE .................................................................... 35
25.1 Counterparts ............................................................................................................................... 35
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 .............................. 40
26.4 Restoration and Enhancement Grants Clauses ........................................................................... 42
26.5 Federal-State Partnership for Intercity Passenger Rail and Federal-State Partnership for State
of Good Repair Clauses ........................................................................................................................... 45
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EXHIBIT A TO RESOLUTION 2025-064
�� U.S. Deportment of Transportation l., Federal Railroad Administration
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 CFR part 200, Uniform Administrative Requirements,
Cost Principles and Audit Requirements for Federal Awards, and the U.S. Department ofTransportation
(USDOT) implementing regulations at 2 CFR 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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EXHIBIT A TO RESOLUTION 2025-064
�""\ U.S. Department of Transportation �e.7 Federal Railroad Administration
(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.
(bl 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 elnvoicing 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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EXHIBIT A TO RESOLUTION 2025-064
�� U.S. Deportment of Transportation '{� Federal Railroad Administration
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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EXHIBIT A TO RESOLUTION 2025-064
�� U.S. Deportment of Tronsportot ion �._, Federal Railroad Administration
(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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EXHIBIT A TO RESOLUTION 2025-064
�"'"\ U.S. Department of Transportation �., Federal Railroad Administration
(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 CFR § 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 CFR § 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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EXHIBIT A TO RESOLUTION 2025-064
�""' U.S. Department of Transportation �� Federal Railroad Administration
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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EXHIBIT A TO RESOLUTION 2025-064
�"" U.S. Department of Transportation �., Federal Railroad Administration
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 CFR §
200.346 and the Federal Claims Collection Standards (31 CFR 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
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EXHIBIT A TO RESOLUTION 2025-064
�� U.S. Department of Transportation �e.7 Federal Railroad Administration
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 CFR § 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 (0MB). 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 0MB 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 34 1 Quarterly Project Progress Report and Recertification that
contains, for the previous quarter:
(1)a certification that the Recipient is in compliance with 2 CFR § 200.303
(Internal Controls) and 2 CFR part 200, Subpart F (Audit Requirements);
(2)the certification required under 2 CFR § 200.41S(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-reguirements/fra-reports
14
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EXHIBIT A TO RESOLUTION 2025-064
U.S. Deportment of Transportation Federal Railroad Administration
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.l(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 FRA 2 ; 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 CFR § 200.330, 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.
2 FRA Form 33 is available at https://railroads.do t.gov/grant-administration/reporting-reguirements/fra-reports
15
8.3
EXHIBIT A TO RESOLUTION 2025-064
U.S. Department of Transportation Federal Railroad Administration
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.l(b) of this Attachment 1; and
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EXHIBIT A TO RESOLUTION 2025-064
�-.... U.S. Department of Transportation r_,; Federal Railroad Administration
(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.l(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.l(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;
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EXHIBIT A TO RESOLUTION 2025-064
�� U.S. Department of Transportation �..,-Federal Railroad Administration
(3)directing the Recipient to stop work;
(4)any remedy permitted under 2 CFR §§ 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 CFR 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 CFR § 200.346 and the Federal Claims Collection Standards (31 CFR 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 CFR part
200, including 2 CFR §§ 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.
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EXHIBIT A TO RESOLUTION 2025-064
�""' U.S. Deportment of Transportation
�., Federal Railroad Administration
(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 CFR §200.332(e).
(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
CFR § 200.334.
(d) The Recipient will adhere to the recording and record keeping requirements set forth
in 2 CFR §§ 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 CFR §§ 200.302-200.307 and 2 CFR 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 CFR 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).
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EXHIBIT A TO RESOLUTION 2025-064
�� U.S. Department of Transportation �e.'7 Federal Railroad Administration
(d)If the Recipient expends $1,000,000 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 CFR
§§ 200.S0l(a) and 200.512(c).
11.3 Internal Controls
The Recipient will establish and maintain internal controls as required under 2 CFR § 200.303.
11.4 FRA Record Access
FRA may access Recipient records related to this award under 2 CFR § 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 CFR part 184, as implemented by
0MB, 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 CFR §
184.3.
{d) Under 2 CFR § 200.322, the Recipient should, to the greatest extent practicable and
consistent with law, 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 CFR § 200.322 in all subawards, contracts, and purchase orders f under
this award.
21
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12.2
EXHIBIT A TO RESOLUTION 2025-064
U.S. Department of Transportation
Federal Railroad Administration
Small and Disadvantaged Business Requirements
The Recipient will expend all funds under this award in compliance with the requirements at 2
CFR § 200.321, including any amendments thereto.
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 CFR § 200.216
prohibit the Recipient and all Subrecipients from procuring or obtaining certain
telecommunications and video surveillance equipment or services 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 CFR parts 200 and 1201, including 2
CFR §§ 200.331-200.333, regardless of whether the Recipient is also a Pass-Through Entity
as defined in 2 CFR § 200.1.
(b)The Recipient will report any subaward obligation of $30,000 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. For additional information, see
https://www.transportation.gov/sites/dot.gov/files/2023-05/Creating-Local-Construction
Workforce.pdf.
12.7 Procurement
The Recipient may acquire property, goods, or services in connection with the Project. If the
Recipient is a State or Indian Tribe, then it will follow the same policies and procedures it uses
for procurements with non-Federal funds in compliance with 2 CFR § 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 CFR § 1201.317, notwithstanding 2 CFR §
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EXHIBIT A TO RESOLUTION 2025-064
U.S. Deportment of Transportation
Federal Railroad Administration
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-lnvoicing System
(https://www.dot.gov/ cfo/ del ph i-einvoicing-system. htm I) 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.
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 CFR
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EXHIBIT A TO RESOLUTION 2025-064
�� U.S. Department of Transportation t., Federal Railroad Administration
§200.307 and 2 CFR § 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 CFR §§ 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 CFR 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 CFR part 24, subpart Band 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 CFR part
24, subpart C and provide reasonable relocation payments and assistance to displaced
persons as required in 49 CFR part 24, subparts 0-E; and
(c)make available to displaced persons comparable replacement dwellings in accordance
with 49 CFR part 24.
(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 F�deral 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 entitles 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.
25
14.5
EXHIBIT A TO RESOLUTION 2025-064
U.S. Deportment of Tronsportotion Federal Railroad Administration
Real Property Disposition
In accordance with 2 CFR § 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 CFR §§ 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;
(2)if the entity that acquired the equipment is an Indian Tribe, the Indian Tribe
shall dispose of that equipment in accordance with tribal laws and procedures. If
such laws and procedures do not exist, Indian Tribes must follow the guidance in 2
CFR § 200.313; and
(3)if the entity that acquired the equipment is neither a State nor an Indian Tribe,
that entity will request disposition instructions from FRA. In accordance with 2
CFR § 200.313(f), FRA may permit the Recipient or Subrecipient to retain
equipment.
(b)In accordance with 2 CFR §200.443(d), the distribution of the proceeds from the
disposition of equipment must be made in accordance with 2 CFR §§ 200.313-200.316
and 2 CFR § 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.
26
EXHIBIT A TO RESOLUTION 2025-064
�-.... U.S. Department of Transportation t., Federal Railroad Administration
15.1 Bilateral Amendments
ARTICLE 15: 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:
(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.
18.1 Labor and Work
ARTICLE 16: [RESERVED]
ARTICLE 17: [RESERVED]
ARTICLE 18: LABOR AND WORK
The Recipient will document its consideration of job quality and labor standards related to the
Project in Article 9 of Attachment 2 of this Agreement.
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EXHIBIT A TO RESOLUTION 2025-064
�"""\ U.S. Department of Transportation t-.., Federal Railroad Administration
ARTICLE 19: CRITICAL INFRASTRUCTURE SECURITY AND RESILIENCE
19.1 Critical Infrastructure Security and Resilience
(a)Consistent with the National Security Presidential Memorandum on Improving
Cybersecurity for Critical Infrastructure Control Systems (July 28, 2021) and the National
Security Memorandum on Critical Infrastructure Security and Resilience (April 30, 2024),
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 CFR 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 CFR § 200.1, except that subpart F of part 200
does not apply if the Recipient or Subrecipient is a for-profit entity.
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, t hose protecting free speech, religious liberty, public wel fare,
the environment, and prohibiting discrimination and the Recipient will cooperate with
Federal officials in the enforcement of Federal law, including cooperating with and not
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EXHIBIT A TO RESOLUTION 2025-064
U.S. Department of Transportation
Federal Railroad Administration
impeding U.S. Immigration and Customs Enforcement (ICE) and other Federal offices and
components of the Department of Homeland Security in and the enforcement of Federal
immigration law.
(b)Pursuant to Section 3(b)(iv)(A) of Executive Order 14173, Ending Illegal Discrimination
And Restoring Merit-Based Opportunity, the Recipient agrees that its compliance in all
respects with all applicable Federal anti-discrimination laws is material to the
government's payment decisions for purposes of section 3729(b)(4) of title 31, United
States Code.
(c)Pursuant to Section 3(b)(iv)(B) of Executive Order 14173, Ending Illegal Discrimination
And Restoring Merit-Based Opportunity, by entering into this agreement, the Recipient
certifies that it does not operate any programs promoting diversity, equity, and inclusion
(DEi) initiatives that violate any applicable Federal anti-discrimination laws.
{d) 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 CFR § 200.206, any Federal awarding agency may consider the Recipient's performance
under this Agreement, when assessing 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.
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�� U.S. Deportment of Transportation �--7 Federal Railroad Administration
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 CFR part 25: System for Award Management and Universal
Identifier Requirements;
(2)Appendix A to 2 CFR part 170: Reporting Subawards and Executive
Compensation;
(3)2 CFR part 175: Award Term for Trafficking in Persons; and
(4)Appendix XII to 2 CFR part 200: Award Term and Condition for Recipient
Integrity and Performance Ma tters.
(bl The Recipient will comply with:
(1)49 CFR part 20: New Restrictions on Lobbying;
(2)49 CFR part 21: Nondiscrimination in Federally Assisted Programs of the
Department of Transportation-Eff ectuation of Title VI of the Civil Rights Act of
1964, including any amendments thereto;
(3)49 CFR part 27: Nondiscrimination on the Basis of Disability in Programs or
Activities Receiving Federal Financial Assistance; and
(4)Subpart B of 49 CFR 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 CFR 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.
22.1 Waivers
ARTICLE 22: WAIVER
(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.
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EXHIBIT A TO RESOLUTION 2025-064
�� U.S. Department of Transportation tei7 Federal Railroad Administration
(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.
ARTICLE 23: ADD ITIONAL 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 CFR § 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 CFR § 771.l0S(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
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EXHIBIT A TO RESOLUTION 2025-064
U.S. Department of Transportation Federal Railroad Administration
(2)if FRA determines that the condition at Section 10.l(a)(S) of this Attachment 1
is satisfied, terminate this Agreement under Section 10.l(a)(S) of this Attachment
1; or
(3)take other action as deemed appropriate by FRA.
(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 CFR §§ 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 Sub recipients 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.
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EXHIBIT A TO RESOLUTION 2025-064
�""\ U.S. Department of Transportation ,_.__, Federal Railroad Administration
(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.
(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 [Reserved]
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.
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 CFR part 401, 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 CFR §§ 200.344-200.346.
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EXHIBIT A TO RESOLUTION 2025-064
U.S. Deportment of Transportation Federal Railroad Administration
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.
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 CFR § 200.1
are incorporated by reference 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.
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EXHIBIT A TO RESOLUTION 2025-064
�� U.S. Department of Transportation �_,;' Federal Railroad Administration
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.5.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)(l)
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 CFR part 184, as
implemented by 0MB, 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)(l) 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 CFR § 184.3.
(4)for all projects, the Recipient should under 2 CFR § 200.322, to the greatest
extent practicable and consistent with law, 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 CFR § 200.322 in all subawards,
contracts, and purchase orders under this award.
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EXHIBIT A TO RESOLUTION 2025-064
�� U.S. Department of Transportation
'{ei-7 Federal Railroad Administration
(c)Operators Deemed Rail Carriers. The Recipient recognizes and agrees that 49 u.s.c. §
2290S(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.l(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://rail roads.dot.gov/elibrary/frequentl y-asked-questions-about
rail-improvement-grant-conditions-unde r-49-usc-ss-22905cl.
(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 8.5.
(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.
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EXHIBIT A TO RESOLUTION 2025-064
�� U.S. Department of Transportation �ei7 Federal Railroad Administration
(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:
(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 CFR part 184, as
implemented by 0MB, 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)(l) nor a finding under 49 U.S.C. § 22905(a)(2).
38
EXHIBIT A TO RESOLUTION 2025-064
�'"' U.S. Department of Transportation �-.,? Federal Railroad Administration
(1)Notwithstanding 49 U.S.C. § 22905(e)(l), 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
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 (bl 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
40
EXHIBIT A TO RESOLUTION 2025-064
U.S. Department of Transportation Federal Railroad Administration
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 CFR part 184, as
implemented by 0MB, 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)(l) nor a finding under 49 U.S.C. § 22905(a)(2).
(3)under this Section, "Infrastructure project" has the definition provided in 2
CFR § 184.3.
(4)for all projects, the Recipient should under 2 CFR § 200.322, to the greatest
extent practicable and consistent with law, 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 CFR § 200.322 in all subawards,
contracts, and purchase orders 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)(l), 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:
41
EXHIBIT A TO RESOLUTION 2025-064
U.S. Dep artment of Transport ation Federal Railroad Administration
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/freguently-asked-questions-about
rail-improvement-grant-conditions-under -49-usc-ss-22905cl.
(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. §
2290S(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).
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.5.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.
42
EXHIBIT A TO RESOLUTION 2025-064
�"" U.S. Department of Transportation t--7 Federal Railroad Administration
(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. § 2290S(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 CFR part 184, as
implemented by 0MB, 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. §
2290S(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 CFR § 184.3.
(4)for all projects, the Recipient should under 2 CFR § 200.322, to the greatest
extent practicable and consistent with law, 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 CFR § 200.322 in all subawards,
contracts, and purchase orders under this award.
(c)Operators Deemed Rail Carriers. The Recipient recognizes and agrees that 49 U.S.C. §
2290S(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 ofTitle 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
43
EXHIBIT A TO RESOLUTION 2025-064
U.S. Deportment of Transportation Federal Railroad Administration
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)(l), 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-22905cl.
(e)Labor Protective Arrangements. In accordance with 49 U.S.C. § 2290S(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. § 2290S(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.
44
EXHIBIT A TO RESOLUTION 2025-064
�� U.S. Department of Transportation '{--7 Federal Railroad Administration
(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 Pas senger Rail and Federal-State Partnership for State
of Good Repair Clauses
The Recipient agrees to comply with the clauses in Section 26.S of this Attachment 1.
Consistent with 49 U.S.C. § 2290S(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,
div.G, tit. IX, subtit. A, 135 Stat. 429, 1298 (2021) and 2 CFR part 184, as
implemented by 0MB, 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)(l) nor a finding under 49 U.S.C. § 2290S(a)(2).
(3)under this Section, "infrastructure project" has the definition provided in 2
CFR § 184.3.
{4) for all projects, the Recipient should under 2 CFR § 200.322, to the greatest
extent practicable and consistent with law, 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 CFR § 200.322 in
all subawards, contracts, and purchase orders 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. §
45
EXHIBIT A TO RESOLUTION 2025-064
�� U.S. Department of Transportation
�., Federal Railroad Administration
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)(l), 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:ljrailroads.dot.gov/elibrary/frequently-asked-questions-about
rail-improvement-grant-conditions-under-49-usc-ss-22905cl.
(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 8.5.
(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).
46
EXHIBIT A TO RESOLUTION 2025-064
�� U.S. Department of Transportation t._; Federal Railroad Administration
(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. § 2490S(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.
47
EXHIBIT A TO RESOLUTION 2025-064
Attachment 2
PROJECT-SP E Cl FI C
TERMS AND CONDITIONS
Version Date: April 30, 2025
EXHIBIT A TO RESOLUTION 2025-064
·" U.S. Department of Transportation�� Federal Railroad Administration
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 ............................................................................................... 4
3.1 Application .................................................................................................................................... 4
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 ............................................................................................................................ 6
4.3 Project Scope ................................................................................................................................ 6
4.4 Implement Required Environmental Commitments ..................................................................... 8
ARTICLE 5: AWARD DATES AND ESTIMATED PROJECT SCHEDULE ............................................................... 8
5.1 Award Dates .................................................................................................................................. 8
5.2 Estimated Project Schedule .......................................................................................................... 8
ARTICLE 6: AWARD AND PROJECT FINANCIAL INFORMATION ..................................................................... 9
6.1 Award Amount .............................................................................................................................. 9
6.2 Federal Obligation Information .................................................................................................... 9
6.3 Federal Aut horization and Funding Source .................................................................................. 9
6.4 Funding Avai lability ....................................................................................................................... 9
6.5 Approved Project Budget .............................................................................................................. 9
6.6 Pre-Award Costs .......................................................................................................................... 10
6.7 Phased Funding Agreement ........................................................................................................ 10
ARTICLE 7: PERFORMANCE MEASUREMENT INFORMATION ..................................................................... 10
2
EXHIBIT A TO RESOLUTION 2025-064
�� U.S. Department ofTransportation {--7 Federal Railroad Administration
ARTICLE 8: ENVIRONMENTAL COMPLIANCE ............................................................................................... 11
ARTICLE 9: LABOR AND WORK .................................................................................................................... 12
9.1 Efforts to Support Good-Paying Jobs and Strong Labor Standards ............................................ 12
9.2 Supporting Narrative ................................................................................................................... 13
3
. EXHIBIT A TO RESOLUTION 2025-064
�""'\ U.S. Department of Transportation {-7 Federal Railroad Administration
ARTICLE 1: PROJECT-SPECIFIC DESIGNATIONS
1.1 Recipient
This Agreement (Agreement) is between the Federal Railroad Administration (FRA) and the City of Fort
Collins, Colorado (the Recipient).
1.2 Project and Purpose
The purpose of this award is to fund a Railroad Crossing Elimination Program grant for the Fort Collins
Vine/Timberline Rail Grade Separation Project (the Project), as described in Article 4 of this Attachment
2, to help achieve the goals identified in the Fiscal Year 2023-2024 Notice of Funding Opportunity 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.
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.
3.1 Application
ARTICLE 3: ADMINISTRATIVE INFORMATION
Application Title: Fort Collins Vine/Timberline Rail Grade Separation
Application Date: 09/23/2024
4
EXHIBIT A TO RESOLUTION 2025-064
U.S. Department ofTransportation Federal Railroad Administration
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 25.2 of
Attachment 1 of this Agreement.
3.4 Program Name and Assistance Listings Number
For the Railroad Crossing Elimination program, the Assistance Listings Number is 20.327 and the
Assistance Listings Title is Railroad Crossing Elimination.
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
Timberline Road is identified as Regionally Significant Corridor #16 in the North Front Range
Metropolitan Planning Organization (NFRMPO) Regional Transportation Plan 2050 NFRMPO 2050
Regional Transportation Plan. Due to its proximity to the Great Western Railway switching yard along
the BNSF tracks, the roadway can be blocked for long periods. This has resulted in unreliable travel
times and safety concerns. The area is experiencing substantial growth; over 10,000 new homes are
expected in the next 3-5 years. This project will conduct a feasibility study to eliminate the at-grade
crossing at Timberline Road. By bridging Timberline Road over the BNSF tracks and the parallel Vine
Drive, Fort Collins will reduce congestion, improve safety, improve system efficiency, add multimodal
options, and provide much-needed access for growing neighborhoods.
Fort Collins proposes to eliminate the crossing by creating an overpass along Timberline Road across the
tracks and Vine Drive to alleviate the challenges at this rail crossing. Timberline Road will tie into its
existing footprint to the north and south while maintaining all existing access to residents and local
businesses. Eastbound/westbound traffic will be encouraged to use a new arterial built a half mile north
of Vine Drive (Suniga Drive). This feasibility study will include the collection of existing data, the
identification of the purpose and need of the proposed project, a transportation technical analysis, an
alternatives analysis with supported recommendations, preliminary environmental impact analysis,
5
EXHIBIT A TO RESOLUTION 2025-064
U.S. Department of Transportation Federal Railroad Administration
public and stakeholder engagement, and the development of conceptual engineering to support future
project development.
4.2 Project Location
The crossing (DOT 244647X) is located on the south leg of the intersection at Timberline Rd and Vine St.
The intersection was recently improved with a traffic signal to mitigate its awkwardness. It sees a higher
number of accidents than would be expected at an intersection this size. During peak traffic periods, this
intersection can be backed up for a long distance in all directions, resulting in congestion at other nearby
intersections along Timberline Road and Vine Drive. When trains pass through, the intersection becomes
problematic.
With the completion of future planned development in the area, approximately 36,960 additional
weekday daily trips will be generated. The estimated increase in future traffic volumes in the vicinity of
the Timberline Road and Vine Drive and BNSF intersection is indicative of the need for a grade
separated crossing, as congestion will increase without improvements.
The GPS latitude and longitude coordinates for the Project start and end points are:
•Latitude: 40.5959860
•Longitude: -105.029393
The project is contained within Colorado Congressional District No. 2.
4.3 Project Scope
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:
•BNSF Railway-railroad owner
•Larimer County-coordination
•Great Western - switching yard owner
•FRA-coordination
The Recipient will facilitate the coordination of all activities necessary for implementation of the Project.
The Recipient will:
•complete necessary steps to hire a qualified consultant/contractor to perform required Project
work, as necessary;
•hold regularly scheduled Project meetings with FRA;
6
EXHIBIT A TO RESOLUTION 2025-064
U.S. Department ofTransportation
•
•
Federal Railroad Administration
inspect and approve work as it is completed; and
participate in other coordination, as needed .
The Recipient will demonstrate to FRA that it is carrying out the project benefits in the most cost
efficient manner.
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
1.2 1.3 Final Performance Report
7
EXHIBIT A TO RESOLUTION 2025-064
U.S. Depar1ment of Transportation
Federal Railroad Administration
Total $765,616 $191,404
Table 6-B: Approved Project Budget by Source
Funding Source
Federal Share
Agreement Federal Funds
FRA RCE
Agreement Non-Federal Funds
City of Fort Collins
6.6 Pre-Award Costs
Total Amount
$765,616
$765,616
$765,616
$191,404
$191,404
Total Project Cost:
$957,020
Percentage of Total
Project Cost
80%
80%
80%
20%
20%
None. Consistent wi:h 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.
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
10
EXHIBIT A TO RESOLUTION 2025-064
U.S. Depar1ment of Transportation
Federal Railroad Administration
Categorical exclusion (CE) means a category of actions that a Federal agency has determined normally
do not have a significant impact on the quality of the human environment and therefore do not require
either an environmental assessment (EA) or environmental impact statement (EIS). 42 U.S.C. § 4336e(1).
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 (bl, FRA 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: LABOR AND WORK
9.1 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:
The Recipient or a project partner promotes robust job creation by supporting good-paying
jobs directly related to the project with free and fair choice to join a union. (Describe robust
job creation and identify the good-paying jobs in the supporting narrative below.)
The Recipient or a project partner will invest in high-quality workforce training programs
such as registered apprenticeship programs to recruit, train, and retain skilled workers, and
implement policies such as targeted hiring preferences. (Describe the training programs in
the supporting narrative below.)
The Recipient or a project partner will partner with high-quality workforce development
programs with supportive services to help train, place, and retain workers in good-paying
jobs or registered apprenticeships including through the use of local and economic hiring
preferences, linkage agreements with workforce programs, and proactive plans to prevent
harassment. (Describe the supportive services provided to trainees and employees,
preferences, and policies in the supporting narrative below.}
The Recipient or a project partner will partner with communities or community groups to
develop workforce strategies. (Describe the partnership and workforce strategies in the
supporting narrative below.}
The Recipient or a project partner has taken other actions related to the Project to create
good-paying jobs with the free and fair choice to join a union and incorporate strong labor
standards. (Describe those actions in the supporting narrative below.)
12
EXHIBIT A TO RESOLUTION 2025-064
�""'\ U.S. Department ofTransportation {-., Federal Railroad Administration
The Recipient or a project partner has not yet taken actions related to the Project to create
good-paying jobs with the free and fair choice to join a union and incorporate strong labor
standards but, before beginning construction of the Project, will take relevant actions
described below. (Identify the relevant actions in the supporting narrative below.)
X The Recipient or a project partner has not taken actions related to the Project to improve
good-paying jobs and strong labor standards and will not take those actions under this
award.
9.2 Supporting Narrative
N/A
###
13
EXHIBIT A TO RESOLUTION 2025-064
�� U.S. Department of Transportation
�� Federal Railroad Administration
Exhibits
Revision Date: April 30, 2025
EXHIBIT A TO RESOLUTION 2025-064
�� U.S. Department of Transportation {e-7 Federal Railroad Administration
Table of Contents
EXHIBIT A: APPLICABLE FEDERAL LAWS AND REGULATIONS ......................................................................... 3
GENERAL FEDERAL LEGISLATION .............................................................................................................. 3
EXECUTIVE ORDERS ................................................................................................................................... 4
GENERAL FEDERAL REGULATIONS ............................................................................................................ 4
EXHIBIT B: ADDITIONAL STANDARD TERMS .................................................................................................. 6
EXHIBIT B.l: TITLE VI ASSURANCES ........................................................................................................... 7
EXHIBIT B.2: CERTIFICATION REGARDING DEBARMENT, SUSPENSION, AND OTHER RESPONSIBILITY
MATTERS -PRIMARY COVERED TRANSACTIONS .................................................................................... 16
EXHIBIT 8.3: REQUIREMENTS REGARDING DELINQUENT TAX LIABILITY OR A FELONY CONVICTION
UNDER ANY FEDERAL LAW ...................................................................................................................... 20
EXHIBIT B.4: RECIPIENT POLICY TO BAN TEXT MESSAGING WHILE DRIVING .......................................... 22
EXHIBIT B.5: EQUIVALENT LABOR PROTECTIONS UNDER 49 U.S.C. 22905(c)(2)(B) ................................ 24
EXHIBIT C: QUARTERLY PROJECT PROGRESS REPORTS AND RECERTIFICATIONS ......................................... 33
EXHIBIT A TO RESOLUTION 2025-064
�""\ U.S. Department of Transportation {._; Federal Railroad Administration
EXHIBIT A: APPLICABLE FEDERAL LAWS AND REGULATIONS
By entering into this Agreement, the Recipient assures and certifies, with respect to this award, that it
will comply with all applicable Federal laws, regulations, executive orders, policies, guidelines, and
requirements as they relate to the application, acceptance, and use of Federal funds for this Project.
Performance under this Agreement shall be governed by and in compliance with the following
requirements, as applicable, to the type of organization of the Recipient and any applicable sub
recipients. The applicable provisions to this Agreement include, but are not limited to, the following:
GENERAL FEDERAL LEGISLATION
a.Davis-Bacon Act -40 u.s.c. § 3141 et seq.
b.Federal Fair Labor Standards Act -29 U.S.C. § 201 et seq.
c.Hatch Act -5 U.S.C. § 1501 et seq.
d.Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 -42 U.S.C. §
4601 et seq.
e.-National Historic Preservation Act of 1966 (Section 106) -54 U.S.C. § 306108
f.Archeological and Historic Preservation Act of 1974 -54 U.S.C. §§ 312501-312508
g.Native American Graves Protection and Repatriation Act -25 U.S.C. § 3001 et seq.
h.Clean Air Act, P.L. 90-148, as amended -42 U.S.C. § 7401 et seq.
i.Clean Water Act, as amended -33 U.S.C. § 1251 et seq.
j.Endangered Species Act, P.l. 93-205, as amended -16 U.S.C. § 1536 et seq.
k.Coastal Zone Management Act, P.l. 92-583, as amended -16 U.S.C. § 1451 et seq.
I.Flood Disaster Protection Act of 1973, Section 102(a) -42 U.S.C. § 4012a
m.Age Discrimination Act of 1975 -42 U.S.C. § 6101 et seq.
n.American Indian Religious Freedom Act, as amended -P.L. 95-341
o.Sections 523 and 527 of the Public Health Service Act of 1912, as amended -42 U.S.C. §§ 290dd-
290dd-2
p.Architectural Barriers Act of 1968 -42 U.S.C. § 4151 et seq.
q.Power Plant and Industrial Fuel Use Act of 1978, P.l. 100-42, Section 403 -42 U.S.C. § 8373
r.Contract Work Hours and Safety Standards Act -40 U.S.C. § 3701 et seq.
s.Copeland Anti-kickback Act, as amended -18 U.S.C. § 874 and 40 U.S.C. § 3145
t.National Environmental Policy Act of 1969 -42 U.S.C. § 4321 et seq.
u.Wild and Scenic Rivers Act, P.L. 90-542, as amended -16 U.S.C. § 1271 et seq.
v.Single Audit Act of 1984 -31 U.S.C. § 7501 et seq.
w.Americans with Disabilities Act of 1990 -42 U.S.C. § 12101 et seq.
x.Title IX of the Education Amendments of 1972, as amended -20 U.S.C. §§ 1681-1683 and
§§ 1685-1687
y.Section 504 of the Rehabilitation Act of 1973, as amended -29 U.S.C. § 794
z.Title VI of the Civil Rights Act of 1964 -42 U.S.C. § 2000d et seq.
aa. limitation on Use of Appropriated Funds to Influence Certain Federal Contracting and Financial
Transactions -31 U.S.C. § 1352
bb. Freedom of Information Act, as amended -5 U.S.C. § 552
cc.Magnuson-Stevens Fishery Conservation and Management Act -16 U.S.C. § 1801 et seq.
dd.Farmland Protection Policy Act of 1981 -7 U.S.C. § 4201 et seq.
ee. Noise Control Act of 1972 -42 U.S.C. § 4901 et seq.
ff. Fish and Wildlife Coordination Act of 1956 -16 U.S.C. § 661 et seq.
gg. Section 9 of the Rivers and Harbors Act and the General Bridge Act of 1946 -33 U.S.C. §§ 401 and
3
EXHIBIT A TO RESOLUTION 2025-064
�----U.S. Department ofTransportation
�., Federal Railroad Administration
525
hh. Section 4(f) of the Department of Transportation Act of 1966, 49 U.S.C. § 303
ii.Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (CERCLA), as
amended -42 U.S.C. §§ 9601-9657
jj. Safe Drinking Water Act -42 U.S.C. §§ 300f-300j-26
kk. The Wilderness Act - 16 U.S.C. §§ 1131-1136
II.Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976 -
42 U.S.C. § 6901 et seq.
mm.Migratory Bird Treaty Act -16 U.S.C. § 703 et seq.
nn. The Federal Funding Transparency and Accountability Act of 2006, as amended (Pub. L. 109-282,
as amended by Section 6202 of Public Law 110-252)
oo. Cargo Preference Act of 1954 -46 U.S.C. § 55305
pp. Section 889 of the John D. McCain National Defense Authorization Act for Fiscal Year 2019,
Pub. L. 115-232
qq. Efficient Environmental Reviews -23 U.S.C. § 139
rr. Grant Conditions -49 U.S.C. § 22905
ss. Build America, Buy America Act-Pub. L. No. 117-58, div. G, tit. IX, subtit. A, 135 Stat. 429, 1298
tt. Bringing In and Harboring Certain Aliens - 8 U.S.C. § 1324
uu. Aiding or Assisting Certain Aliens to Enter - 8 U.S.C. § 1327
EXECUTIVE ORDERS
a.Executive Order 11990 -Protection of Wetlands
b.Executive Order 11988 -Floodplain Management
c.Executive Order 12372 -Intergovernmental Review of Federal Programs
d.Executive Order 12549 -Debarment and Suspension
e.Executive Order 14005 -Ensuring the Future is Made in All of America by All of America's
Workers
f.Executive Order 14025 -Worker Organizing and Empowerment
g.Executive Order 14149 -Restoring Freedom of Speech and Ending Federal Censorship
h.Executive Order 14154 -Unleashing American Energy
i.Executive Order 14168 -Defending Women from Gender Ideology Extremism and Restoring
Biological Truth to the Federal Government
j.Executive Order 14173 -Ending Illegal Discrimination and Restoring Merit-Based Opportunity
GENERAL FEDERAL REGULATIONS
a.Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal
Awards - 2 CFR Parts 200, 1201
b.Non-procurement Suspension and Debarment - 2 CFR Parts 180, 1200
c.Investigative and Enforcement Procedures -14 CFR Part 13
d.Procedures for predetermination of wage rates -29 CFR Part 1
e.Contractors and subcontractors on public building or public work financed in whole or part by
loans or grants from the United States -29 CFR Part 3
f.Labor standards provisions applicable to contracts governing federally financed and assisted
construction (also labor standards provisions applicable to non-construction contracts subject to
the Contract Work Hours and Safety Standards Act)-29 CFR Parts
g.Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department
of Labor (Federal and federally assisted contracting requirements) -41 CFR Parts 60 et seq.
4
EXHIBIT A TO RESOLUTION 2025-064
�� U.S. Department of Transportation �ei7' Federal Railroad Administration
h.New Restrictions on Lobbying -49 CFR Part 20
i.Nondiscrimination in Federally Assisted Programs of the Department of Transportation -
Effectuation of Title VI of the Civil Rights Act of 1964 -49 CFR Part 21, including any
amendments thereto
j.Uniform relocation assistance and real property acquisition for Federal and Federally assisted
programs -49 CFR Part 24
k.Nondiscrimination on the Basis of Sex in Education Programs or Activities Receiving Federal
Financial Assistance -49 CFR Part 25
I.Nondiscrimination on the Basis of Handicap in Programs and Activities Receiving or Benefiting
from Federal Financial Assistance -49 CFR Part 27
m.DOT's implementation of DOJ's ADA Title II regulations compliance procedures for all programs,
services, and regulatory activities relating to transportation under 28 CFR Part 35
n.Enforcement of Nondiscrimination on the Basis of Handicap in Programs or Activities Conducted
by the Department of Transportation -49 CFR Part 28
o.Denial of public works contracts to suppliers of goods and services of countries that deny
procurement market access to U.S. contractors -49 CFR Part 30
p.Governmentwide Requirements for Drug-Free Workplace (Financial Assistance)-49 CFR Part 32
q.DOT's implementing ADA regulations for transit services and transit vehicles, including the
DOT's standards for accessible transportation facilities in Part 37, Appendix A -49 CFR Parts 37
and 38
r.Environmental Impact and Related Procedures -23 CFR Part 771
s.Procedures Implementing Section 4(f) of the Department ofTransportation Act -23 CFR Part
774
Specific assurances required to be included in the Agreement by any of the above laws, regulations, or
circulars are hereby incorporated by reference into this Agreement.
5
EXHIBIT A TO RESOLUTION 2025-064
�� U.S. Deportment of Transportation �.., Federal Railroad Administration
EXHIBIT B: ADDITIONAL STANDARD TERMS
6
EXHIBIT A TO RESOLUTION 2025-064
�� U.S. Department ofTransporfolion
�� Federal Railroad Administration
contractor will take action with respect to any subcontract or procurement as the Recipient or
FRA may direct as a means of enforcing such provisions including sanctions for noncompliance.
Provided, that if the contractor becomes involved in, or is threatened with litigation by a
subcontractor, or supplier because of such direction, the contractor may request the Recipient
to enter into any litigation to protect the interests of the Recipient. In addition, the contractor
may request the United States to enter into the litigation to protect the interests of the United
States.
11
EXHIBIT A TO RESOLUTION 2025-064
U.S. Department ofTransportation
Federal Railroad Administration
APPENDIX B
CLAUSES FOR DEEDS TRANSFERRING UNITED STATES PROPERTY
The following clauses will be included in deeds effecting or recording the transfer of real property,
structures, or improvements thereon, or granting interest therein from the United States pursuant to
the provisions of Specific Assurance 4:
NOW, THEREFORE, the U.S. Department of Transportation as authorized by law and upon the condition
that the Recipient will accept title to the lands and maintain the project constructed thereon in
accordance with the Infrastructure Investment and Jobs Act, Pub. L. No. 117-58 (Nov. 15, 2021), 23 u.s.c. § 117 and the policies and procedures prescribed by the Federal Railroad Administration (FRA) of
the U.S. Department of Transportation in accordance and in compliance with all requirements imposed
by Title 49, Code of Federal Regulations, U.S. Department ofTransportation, Subtitle A, Office of the
Secretary, Part 21, Non-discrimination in Federally-assisted programs of the U.S. Department of
Transportation, including any amendments thereto, pertaining to and effectuating the provisions of Title
VI of the Civil Rights Act of 1964 (78 Stat. 252; 42 U.S.C. § 2000d to 2000d-4), does hereby remise,
release, quitclaim and convey unto the Recipient all the right, title and interest of the U.S. Department
of Transportation in and to said lands described in Exhibit A attached hereto and made a part hereof.
(HABENDUM CLAUSE)
TO HAVE AND TO HOLD said lands and interests therein unto Recipient and its successors forever,
subject, however, to the covenants, conditions, restrictions and reservations herein contained as
follows, which will remain in effect for the period during which the real property or structures are used
for a purpose for which Federal financial assistance is extended or for another purpose involving the
provision of similar services or benefits and will be binding on the Recipient, its successors and assigns.
The Recipient, in consideration of the conveyance of said lands and interests in lands, does hereby
covenant and agree as a covenant running with the land for itself, its successors and assigns, that (1) no
person will on the grounds of race, color, or national origin, be excluded from participation in, be denied
the benefits of, or be otherwise subjected to discrimination with regard to any facility located wholly or
in part on, over, or under such lands hereby conveyed[,] [and]* (2) that the Recipient will use the lands
and interests in lands and interests in lands so conveyed, in compliance with all requirements imposed
by or pursuant to Title 49, Code of Federal Regulations, U.S. Department ofTransportation, Subtitle A,
Office of the Secretary, Part 21, Non-discrimination in Federally-assisted programs of the U.S.
Department of Transportation, including any amendments thereto, Effectuation of Title VI of the Civil
Rights Act of 1964, and as said Regulations and Acts may be amended[, and (3) that in the event of
breach of any of the above-mentioned non-discrimination conditions, the Department will have a right
to enter or re-enter said lands and facilities on said land, and that above described land and facilities will
thereon revert to and vest in and become the absolute property of the U.S. Department of
Transportation and its assigns as such interest existed prior to this instruction].*
(*Reverter clause and related language to be used only when it is determined that such a clause is
necessary in order to make clear the purpose of Title VI.)
12
EXHIBIT A TO RESOLUTION 2025-064
�""\ U.S. Department ofTransportalion �., Federal Railroad Administration
APPENDIX C
CLAUSES FOR TRANSFER OF REAL PROPERTY ACQUIRED OR IMPROVED UNDER THE ACTIVITY,
FACILITY, OR PROGRAM
The following clauses will be included in deeds, licenses, leases, permits, or similar instruments entered
into by the Recipient pursuant to the provisions of Specific Assurance 7(a):
A.The (Recipient, lessee, permittee, etc. as appropriate) for himself/herself, his/her heirs, personal
representatives, successors in interest, and assigns, as a part of the consideration hereof, does
hereby covenant and agree [in the case of deeds and leases add "as a covenant running with the
land") that:
1.In the event facilities are constructed, maintained, or otherwise operated on the property
described in this (deed, license, lease, permit, etc.) for a purpose for which a U.S.
Department ofTransportation activity, facility, or program is extended or for another
purpose involving the provision of similar services or benefits, the (Recipient, licensee,
lessee, permittee, etc.) will maintain and operate such facilities and services in compliance
with all requirements imposed by the Acts and Regulations (as may be amended) such that
no person on the grounds of race, color, or national origin, will be excluded from
participation in, denied the benefits of, or be otherwise subjected to discrimination in the
use of said facilities.
B.With respect to licenses, leases, permits, etc., in the event of breach of any of the above Non
discrimination covenants, Recipient will have the right to terminate the (lease, license, permit, etc.)
and to enter, re-enter, and repossess said lands and facilities thereon, and hold the same as if the
(lease, license, permit, etc.) had never been made or issued.*
C.With respect to a deed, in the event of breach of any of the above Non-discrimination covenants,
the Recipient will have the right to enter or re-enter the lands and facilities thereon, and the above
described lands and facilities will there upon revert to and vest in and become the absolute property
of the Recipient and its assigns.*
(*Reverter clause and related language to be used only when it is determined that such a clause is
necessary to make clear the purpose of Title VI.)
13
EXHIBIT A TO RESOLUTION 2025-064
�� U.S. Department of Transportation �e;, Federal Railroad Administration
APPENDIX D
CLAUSES FOR CONSTRUCTION/USE/ACCESS TO REAL PROPERTY ACQUIRED UNDER THE ACTIVITY,
FACILITY OR PROGRAM
The following clauses will be included in deeds, licenses, permits, or similar instruments/agreements
entered into by Recipient pursuant to the provisions of Specific Assurance 7{b):
A.The (Recipient, licensee, permittee, etc., as appropriate) for himself/herself, his/her heirs, personal
representatives, successors in interest, and assigns, as a part of the consideration hereof, does
hereby covenant and agree (in the case of deeds and leases add, "as a covenant running with the
land") that (1) no person on the ground of race, color, or national origin, will be excluded from
participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of
said facilities, (2) that in the construction of any improvements on, over, or under such land, and the
furnishing of services thereon, no person on the ground of race, color, or national origin, will be
excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination,
(3)that the (Recipient, licensee, lessee, permittee, etc.) will use the premises in compliance with all
other requirements imposed by or pursuant to the Acts and Regulations, as amended, set forth in
this Assurance.
B.With respect to (licenses, leases, permits, etc.), in the event of breach of any of the above Non
discrimination covenants, Recipient will have the right to terminate the (license, permit, etc., as
appropriate) and to enter or re-enter and repossess said land and the facilities thereon, and hold the
same as if said (license, permit, etc., as appropriate) had never been made or issued.*
C.With respect to deeds, in the event of breach of any of the above Non-discrimination covenants,
Recipient will there upon revert to and vest in and become the absolute property of Recipient and
its assigns.*
(*Reverter clause and related language to be used only when it is determined that such a clause is
necessary to make clear the purpose ofTitle VI.)
14
EXHIBIT A TO RESOLUTION 2025-064
�� U.S. Department of Transportation {., Federal Railroad Administration
APPENDIX E
During the performance of this contract, the contractor, for itself, its assignees, and successors in interest
(hereinafter referred to as the "contractor") agrees to comply with the following non-discrimination
statutes and authorities; including but not limited to:
Pertinent Non-Discrimination Authorities:
•Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 Stat. 252), (prohibits
discrimination on the basis of race, color, national origin); and 49 CFR Part 21, including any
amendments thereto.
•The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C.
§4601), (prohibits unfair treatment of persons displaced or whose property has been acquired
because of Federal or Federal-aid programs and projects);
•Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), (prohibits discrimination on the basis
of sex) (as applicable);
•Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits
discrimination on the basis of disability); and 49 CFR Part 27;
•The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits
discrimination on the basis of age);
•The Civil Rights Restoration Act of 1987, (P.L. 100-209), (Broadened the scope, coverage and
applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and
Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms
"programs or activities" to include all of the programs or activities of the Federal-aid recipients,
sub-recipients and contractors, whether such programs or activities are Federally funded or
not);
•Titles II and Ill of the Americans with Disabilities Act, which prohibit discrimination on the basis
of disability in the operation of public entities, public and private transportation systems, places
of public accommodation, and certain testing entities (42 U.S.C. §§ 12131-12189) as
implemented by Department of Transportation regulations at 49 CFR Parts 37 and 38;
•Title IX of the Education Amendments of 1972, as amended, which prohibits you from
discriminating because of sex in education programs or activities (20 U.S.C. § 1681 et seq.).
15
EXHIBIT A TO RESOLUTION 2025-064
U.S. Deportment of Transportation Federal Railroad Administration
statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of
records, making false statements, or receiving stolen property;
(3) Are not presently indicted for or otherwise criminally or civilly charged by a governmental
entity (Federal, State or local) with commission of any of the offenses enumerated in paragraph
(a)(2) of this certification; and
(4)Have not within a three-year period preceding this application/proposal had one or more
public transactions (Federal, State or local) terminated for cause or default.
b.Where the prospective participant is unable to certify to any of the statements in this
certification, such prospective participant shall attach an explanation to this proposal.
2.Instructions for Certification -Lower Tier Participants:
(Applicable to all subcontracts, purchase orders and other lower tier transactions requiring prior FRA
approval or estimated to cost $25,000 or more - 2 CFR Parts 180 and 1200)
a.The prospective lower tier participant is providing the certification set out below.
b.The certification in this clause is a material representation of fact upon which reliance was placed
when this transaction was entered into. If it is later determined that the prospective lower tier
participant knowingly rendered an erroneous certification, in addition to other remedies available to the
Federal Government, the department, or agency with which this transaction originated may pursue
available remedies, including suspension and/or debarment.
c.The prospective lower tier participant shall provide immediate written notice to the person to
which this proposal is submitted if at any time the prospective lower tier participant learns that its
certification was erroneous by reason of changed circumstances.
d.The terms "covered transaction," "civil settlement," "debarred," "suspended," "ineligible,"
"participant," "person," "principal," and "voluntarily excluded," as used in this clause, are defined in 2
CFR Parts 180 and 1200. You may contact the person to which this proposal is submitted for assistance
in obtaining a copy of those regulations. "First Tier Covered Transactions" refers to any covered
transaction between a Recipient or subrecipient of Federal funds and a participant (such as the prime or
general contract). "Lower Tier Covered Transactions" refers to any covered transaction under a First Tier
Covered Transaction (such as subcontracts). "First Tier Participant" refers to the participant who has
entered into a covered transaction with a Recipient or subrecipient of Federal funds (such as the prime
or general contractor). "Lower Tier Participant" refers any participant who has entered into a covered
transaction with a First Tier Participant or other Lower Tier Participants (such as subcontractors and
suppliers).
e.The prospective lower tier participant agrees by submitting this proposal that, should the
proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered
transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from
participation in this covered transaction, unless authorized by the department or agency with which this
transaction originated.
18
EXHIBIT A TO RESOLUTION 2025-064
�� U.S. Department ofTransportationr� Federal Railroad Administration
f.The prospective lower tier participant further agrees by submitting this proposal that it will
include this clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary
Exclusion-Lower Tier Covered Transaction," without modification, in all lower tier covered transactions
and in all solicitations for lower tier covered transactions exceeding the $25,000 threshold.
g.A participant in a covered transaction may rely upon a certification of a prospective participant in
a lower tier covered transaction that is not debarred, suspended, ineligible, or voluntarily excluded from
the covered transaction, unless it knows that the certification is erroneous. A participant is responsible
for ensuring that its principals are not suspended, de barred, or otherwise ineligible to participate in
covered transactions. To verify the eligibility of its principals, as well as the eligibility of any lower tier
prospective participants, each participant may, but is not required to, check the System for Award
Management website (https://www.sam.gov/), which is compiled by the General Services
Administration.
h.Nothing contained in the foregoing shall be construed to require establishment of a system of
records in order to render in good faith the certification required by this clause. The knowledge and
information of participant is not required to exceed that which is normally possessed by a prudent
person in the ordinary course of business dealings.
i.Except for transactions authoriied under paragraph e of these instructions, if a participant in a
covered transaction knowingly enters into a lower tier covered transaction with a person who is
suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition
to other remedies available to the Federal Government, the department or agency with which this
transaction originated may pursue available remedies, including suspension and/or debarment.
Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion -Lower Tier
Participants:
1.The prospective lower tier participant certifies, by submission of this proposal, that neither it nor
its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or
voluntarily excluded from participating in covered transactions by any Federal department or agency.
2.Where the prospective lower tier participant is unable to certify to any of the statements in this
certification, such prospective participant shall attach an explanation to this proposal.
19
0 EXHIBIT A TO RESOLUTION 2025-064
U.S. Deportment of Transportation Federal Railroad Administration
EXHIBIT B.3: REQUIREMENTS REGARDING DELINQUENT TAX LIABILITY OR A FELONY CONVICTION
UNDER ANY FEDERAL LAW
As required by Sections 744 and 745 of Title VII, Division E of the Consolidated Appropriations Act, 2022,
Pub. L. No. 117-103 (Mar. 15, 2022), and implemented through USDOT Order 4200.6, the funds provided
under this award shall not be used to enter into a contract, memorandum of understanding, or
cooperative agreement with, make a grant to, or provide a loan or loan guarantee to, any corporation
that:
(1)Has any unpaid Federal tax liability that has been assessed, for which all judicial and
administrative remedies have been exhausted or have lapsed, and that is not being paid in a
timely manner pursuant to an agreement with the authority responsible for collecting the tax
liability, where the awarding agency is aware of the unpaid tax liability, unless a Federal agency
has considered suspension or debarment of the corporation and made a determination that
suspension or debarment is not necessary to protect the interests of the Government; or
(2)Was convicted of a felony criminal violation under any Federal law within the preceding 24
months, where the awarding agency is aware of the conviction, unless a Federal agency has
considered suspension or debarment of the corporation and made a determination that
suspension or debarment is not necessary to protect the interests of the Government.
The Recipient therefore agrees:
1.Definitions. For the purposes of this exhibit, the following definitions apply:
"Covered Transaction" means a transaction that uses any funds under this award and that is a
contract, memorandum of understanding, cooperative agreement, grant, loan, or loan guarantee.
"Felony Conviction" means a conviction within the preceding 24 months of a felony criminal
violation under any Federal law and includes conviction of an offense defined in a section of the
United States Code that specifically classifies the offense as a felony and conviction of an offense
that is classified as a felony under 18 U.S.C. 3559.
"Participant" means the Recipient, an entity who submits a proposal for a Covered Transaction, or
an entity who enters into a Covered Transaction.
"Tax Delinquency" means an unpaid Federal tax liability that has been assessed, for which all
judicial and administrative remedies have been exhausted, or have lapsed, and that is not being paid
in a timely manner pursuant to an agreement with the authority responsible for collecting the tax
liability.
2.Mandatory Check in the System for Award Management. Before entering a Covered Transaction
with another entity, a Participant shall check the System for Award Management (the "SAM") at
http://www.sam.gov/ for an entry describing that entity.
3.Mandatory Certifications. Before entering a Covered Transaction with another entity, a Participant
shall require that entity to:
20
EXHIBIT A TO RESOLUTION 2025-064
�"""\ U.S. Department ofTransporfation t., Federal Railroad Administration
{1) Certify whether the entity has a Tax Delinquency; and
{2) Certify whether the entity has a Felony Conviction.
4 Prohibition. If
(1)the SAM entry for an entity indicates that the entity has a Tax Delinquency or a Federal
Conviction;
(2)an entity provides an affirmative response to either certification in section 3; or
(3)an entity's certification under section 3 was inaccurate when made or became inaccurate
after being made
then a Participant shall not enter or continue a Covered Transaction with that entity unless the
USDOT has determined in writing that suspension or debarment of that entity are not necessary to
protect the interests of the Government.
5.Mandatory Notice to the USDOT.
{a) If the SAM entry for a Participant indicates that the Participant has a Tax Delinquency or a
Felony Conviction, the Recipient shall notify the USDOT in writing of that entry.
{b) If a Participant provides an affirmative response to either certification in section 1, the Recipient
shall notify the USDOT in writing of that affirmative response.
(c)If the Recipient knows that a Participant's certification under section 1 was inaccurate when
made or became inaccurate after being made, the Recipient shall notify the US DOT in writing of
that inaccuracy.
6.Flow Down. For all Covered Transactions, including all tiers of subcontracts and subawards, the
Recipient shall:
(1)require the SAM check in section 2;
(2)require the certifications in section 3;
(3)include the prohibition in section 4; and
(4)require all Participants to notify the Recipient in writing of any information that would
require the Recipient to notify the USDOT under section 5.
21
EXHIBIT A TO RESOLUTION 2025-064
U.S. Department of Transportation Federal Railroad Administration
EXHIBIT 8.4: RECIPIENT POLICY TO BAN TEXT MESSAGING WHILE DRIVING
(a)Definitions. The following definitions are intended to be consistent with the definitions in
DOT Order 3902.10, Text Messaging While Driving (Dec. 30, 2009) and Executive Order 13513, Federal
Leadership on Reducing Text Messaging While Driving (Oct. 1, 2009). For clarification purposes, they
may expand upon the definitions in the executive order.
For the purpose of this Term B.4, "Motor Vehicles" means any vehicle, self-propelled or drawn by
mechanical power, designed and operated principally for use on a local, State or Federal roadway, but
does not include a military design motor vehicle or any other vehicle excluded under Federal
Management Regulation 102-34-15.
For the purpose of this Term B.4, "Driving" means operating a motor vehicle on a roadway, including
while temporarily stationary because of traffic congestion, a traffic signal, a stop sign, another traffic
control device, or otherwise. It does not include being in your vehicle (with or without the motor
running) in a location off the roadway where it is safe and legal to remain stationary.
For the purpose of this Term B.4, "Text messaging" means reading from or entering data into any
hand held or other electronic device (including, but not limited to, cell phones, navigational tools, laptop
computers, or other electronic devices), including for the purpose of Short Message Service (SMS)
texting, e-mailing, instant messaging, obtaining navigational information, or engaging in any other form
of electronic data retrieval or electronic data communication. The term does not include the use of a cell
phone or other electronic device for the limited purpose of entering a telephone number to make an
outgoing call or answer an incoming call, unless this practice is prohibited by State or local law. The term
also does not include glancing at or listening to a navigational device that is secured in a commercially
designed holder affixed to the vehicle, provided that the destination and route are programmed into the
device either before driving or while stopped in a location off the roadway where it is safe and legal to
remain stationary.
For the purpose of this Term B.4, the "Government" includes the United States Government and State,
local, and tribal governments at all levels.
(b)Workplace Safety. In accordance with Executive Order 13513, Federal Leadership on Reducing Text
Messaging While Driving (Oct. 1, 2009) and DOT Order 3902.10, Text Messaging While Driving (Dec. 30,
2009), the Recipient, subrecipients, contractors, and subcontractors are encouraged to:
(1)adopt and enforce workplace safety policies to decrease crashes caused by distracted drivers
including policies to ban text messaging while driving-
(i)Company-owned or -rented vehicles or Government-owned, leased or rented
vehicles; or
(ii)Privately-owned vehicles when on official Government business or when performing
any work for or on behalf of the Government.
(2)Conduct workplace safety initiatives in a manner commensurate with the size of the
business, such as-
(i)Establishment of new rules and programs or re-evaluation of existing programs to
prohibit text messaging while driving; and
(ii)Education, awareness, and other outreach to employees about the safety risks
associated with texting while driving.
22
EXHIBIT A TO RESOLUTION 2025-064
�"'"\ U.S. Department of Transportation '{e,7 Federal Railroad Administration
(c) Subawards and Contracts. To the extent permitted by law, the Recipient shall insert the substance of
this exhibit, including this paragraph (c), in all subawards, contracts, and subcontracts under this award
that exceed the micro-purchase threshold, other than contracts and subcontracts for the acquisition of
commercially available off-the-shelf items.
23
EXHIBIT A TO RESOLUTION 2025-064
�""" U.S. Deportment of Transportation �._, Federal Railroad Administration
EXHIBIT B.5: EQUIVALENT LABOR PROTECTIONS UNDER 49 U.S.C. 22905(c)(2)(B)
This Exhibit provides guidance on the protective arrangements equivalent to the protective
arrangements established under Section 504 of the Railroad Revitalization Reform Act of 1976, with
respect to employees affected by actions taken in connection with a Project financed in whole or in part
with financial assistance subject to 49 U.S.C. § 2290S(c)(2)(B). Fluctuations and changes in volume or
character of employment brought about solely by other causes are not within the scope of this Exhibit.
below:
1.Definitions.Whenever used in this Exhibit, capitalized terms shall have the meanings
(a) "Average Monthly Compensation" means the total compensation received by a
Displaced Employee or a Dismissed Employee during the last twelve {12) months in which they were
employed immediately preceding the date of their displacement or dismissal, divided by twelve {12).
The Average Monthly Compensation shall be adjusted to reflect subsequent general wage increases.
(b)"Average Monthly Time" means the total number of hours worked by a Displaced
Employee during the last twelve (12) months in which they were employed immediately preceding the
date of their displacement, divided by twelve (12).
(c)"Day" means one 24-hour calendar day (including holidays and weekends) for purposes
of calculating deadlines and other timeframes in this Exhibit.
(d)"Displaced Employee" means a Protected Employee who remains employed by a
Railroad but, as a result of a Project, is placed in a worse position with respect to compensation and
rules governing working conditions. A Protected Employee's status as a Displaced Employee begins on
the date said employee is harmed.
(el "Dismissed Employee" means a Protected Employee who: (1) as a result of a Project, is
deprived of employment with the Railroad because (i) the Railroad eliminates the Protected Employee's
position, or (ii) the Railroad eliminates another employee's position (and that employee's exercise of
seniority rights results in the Protected Employee's inability to secure another position by the exercise of
the Protected Employee's seniority rights); and (2) is unable to secure another position by exercise of
their seniority rights A Protected Employee's status as a Dismissed Employee begins on the date said
employee is deprived of employment.
(f)"Project" means any action financed in whole or in part with financial assistance subject
to 49 U.S.C. § 22905(c)(2)(B).
(g)"Protected Employee" means an employee of a Railroad who is affected by actions
taken pursuant to a Project, whether the Project is initiated by a Railroad or a Recipient. If a Railroad
rearranges or adjusts its forces in anticipation of a Project with the purpose or effect of depriving an
employee of benefits to which they otherwise would have become entitled under this Exhibit, then that
employee is a Protected Employee under this Exhibit. An employee's status as a Protected Employee
shall continue for the duration of the applicable Protective Period. An employee who solely benefitted
as a result of a Project shall not be a Protected Employee under this Exhibit.
(h)"Protective Period" means that period during which a Displaced Employee or a
Dismissed Employee is provided the protections described in this Exhibit. The Protective Period begins
24
EXHIBIT A TO RESOLUTION 2025-064
�� U.S. Depar1menl of Transportation l--7 Federal Railroad Administration
on the date an employee of a Railroad is displaced or dismissed and ends after six (6) years. However,
the Protective Period for any particular employee shall not continue longer than the period of time the
Railroad employed the employee prior to the date of their displacement or dismissal. For purposes of
this Exhibit, an employee's length of service shall be determined in accordance with the provisions of
Section 7(b) of the Washington Job Protection Agreement of May 1936, as amended.
(i)"Recipient" means any person or entity receiving financial assistance subject to the
requirements of 49 U.S.C. § 22905(c), including grantees, subrecipients, contractors, and subcontractors.
(j)"Railroad" means (1) a railroad carrier as defined in 49 U.S.C. § 20102(3), or (2) any
person deemed a rail carrier pursuant to 49 U.S.C. § 22905(b).
2.Flow Down.
(a)In accepting financial assistance for a Project, the Recipient is responsible for ensuring
the compliance with the protections provided in this Exhibit. The Recipient shall make the acceptance of
this Exhibit a condition of any new contract (or incorporate its terms into any existing contract by
amendment) that uses funds subject to the requirements of 49 U.S.C. § 22905(c). These conditions shall
apply to a Recipient, any Railroad and any contractor of any tier with which the Recipient contracts using
funds subject to the requirements of 49 U.S.C. § 22905(c).
(b)The Recipient shall require in an agreement (either in a new agreement or as an
amendment to an existing agreement) with a Railroad owning the right-of-way to be improved by a
Project that the Railroad notify its employees (or their representatives) of the Project being funded with
financial assistance subject to 49 U.S.C. § 22905(c) and the applicability of these protections.
(c)Any Railroad employee (or their representatives) may notify a Recipient of a dispute or
controversy relating to the requirements of this Exhibit to ensure compliance with 49 U.S.C. §
2290S(c)(2)(B).
3.Collective Bargaining Agreements.
(a)Existing Agreements. The rates of pay, rules, working conditions, and all collective
bargaining and other rights, privileges, and benefits (including continuation of pension rights and
benefits) of a Railroad's employees under applicable laws, regulations, and/or existing collective
bargaining agreements shall be preserved and remain applicable unless changed by future collective
bargaining agreements or applicable statutes or regulations. As applied to the regulation of
subcontracting by the Railroads of a Project, the provisions of this section shall mean that a
determination of whether or not such work validly may be subcontracted by a Railroad shall not be
affected by the fact that the work is being financed by funds subject to the requirements of 49 u.s.c. §
22905(c)(2)(8). Nothing in this Exhibit shall be construed as depriving any Railroad employee of any
rights or benefits or eliminating any obligations that such employee may have under any existing
contractual or statutory arrangement, including job security agreements, protective conditions, or
arrangements.
(b)Election by Protected Employee. Where a Protected Employee is eligible for protections
under both this Exhibit and another contractual or statutory arrangement, the Protected Employee shall
elect between the protection under this Exhibit and protection under such other arrangement. After
25
EXHIBIT A TO RESOLUTION 2025-064
U.S. Department of Transportation
Federal Railroad Administration
such an election, the Protected Employee shall be protected only by the arrangement that they elect.
The Protected Employee shall not be entitled to any protection or benefit (regardless of whether such
benefit is duplicative) under the arrangement that they do not elect. However, if the elected protection
expires pursuant to the terms of the arrangement that governs the elected protection, the Protected
Employee is entitled to protection under the arrangement not originally elected for the remainder, if
any, of the Protective Period.
4.Change in Operations, Services, Facilities. or Equipment.
(a)Notice. When a Railroad contemplates a change or changes in its operations, services,
facilities, or equipment as a result of a Project, which may cause the dismissal or displacement of
Protected Employees or rearrangement of forces involving such employees, it shall give at least sixty
(60)days' written notice of such intended changes to both Protected Employees and their duly
authorized representatives (if applicable). Such notice shall contain a full and adequate description of
the proposed changes, including an estimate of the number of Protected Employees of each class
affected by the intended changes.
(b)Negotiations.
(i)Initiation of Negotiation. Within sixty (60) days after the Railroad issues a notice
under Section 4(a) of this Exhibit, the Railroad or the Protected Employees (or their
representatives) may, by written notice to the other party, request a meeting and opportunity
to negotiate an agreement with respect to the application of the terms and conditions of this
Exhibit. These negotiations shall commence within fourteen (14) days from the receipt of such
request.
(ii)Subject of Negotiations. Each change to rail operations, services, facilities,
infrastructure, or equipment (including rights-of-way, track, and signal and crossing systems)
that may result in dismissal or displacement of Protected Employees or rearrangement of forces
involving such employees shall be subject to review and negotiation by the parties, but only to
the extent necessary to ensure compliance with this Exhibit. For any contemplated
rearrangement of rail forces, the Railroad and the representative(s) of the Protected Employees
shall agree on the method of selection of employees to be moved, and the assignment of those
employees to new roles.
(c)Arbitration. If the Railroad and the representative(s) of the Protected Employees fail to
agree within forty-five (45) days from the initial meeting and opportunity to negotiate, either party may
submit the dispute for arbitration in accordance with the following procedures:
(i)Notice & Selection of Arbitrator. Within ten (10) days after either party has
notified the other in writing of their desire to submit the dispute for arbitration, the parties shall
select a neutral arbitrator. If the parties cannot agree upon the selection of said arbitrator, then
the parties shall submit a request to the National Mediation Board to appoint an arbitrator. In
either case, a hearing shall be scheduled no later than thirty (30) days after an arbitrator has
been appointed.
26
EXHIBIT A TO RESOLUTION 2025-064
�� U.S. Department of Transportation ,-� Federal Railroad Administration
(ii)Binding Decision. The decision of the arbitrator shall be final, binding, and
conclusive and shall be rendered within thirty (30) days from the date of the commencement of
the hearing of the dispute.
(iii)Expenses. The salary and expenses of the arbitrator shall be borne equally by
the parties to the proceeding; all other expenses shall be paid by the party incurring them.
(d)Implementation. If a notice is issued under Section 4(a), the Railroad shall not
implement such a change or changes until: (i) sixty (60) days after the notice in accordance with Section
4(a), if no party requests a meeting and opportunity to negotiate; (ii) the parties reach agreement
pursuant to Section 4(b), if a party requests a meeting and opportunity to negotiate; or (iii) a referee has
rendered a decision pursuant to Section 4(c).
5.Protections for Displaced Employees
(a)Displacement Allowances.
(i)In General. If a Displaced Employee is unable, in the normal exercise of such
employee's seniority rights under existing agreements, rules and practices, to obtain a position
that is compensated equal to or exceeding the compensation the Displaced Employee received
in the position from which such employee was displaced, then the Displaced Employee shall,
during the Protective Period, be paid a monthly displacement allowance equal to the difference
between the monthly compensation received by the Displaced Employee in the position in
which such employee is retained and the Average Monthly Compensation received by the
Displaced Employee in the position from which such employee was displaced (the
"Displacement Allowance").
(ii)Application of Displacement Allowance. If a Displaced Employee's compensation
in that employee's retained position is less in any month in which such employee performs work
than the Average Monthly Compensation, then the Displaced Employee shall be paid the
difference between the current compensation and the Average Monthly Compensation.
However, the Displacement Allowance shall be reduced by the Displaced Employee's time lost
as a result of voluntary absences, to the extent that the Displaced Employee is not available for
service equivalent to the Displaced Employee's Average Monthly Time. If, on the other hand, the
Displaced Employee, in such employee's retained position, works in excess of the Average
Monthly Time in any given month, then the Displaced Employee shall be additionally
compensated for such excess time at the rate of pay of the employee's retained position. If a
Displaced Employee fails to exercise their seniority rights to secure another position available to
the employee which does not require a change in such employee's place of residence, to which
the employee is entitled under the working agreement, and which carries a rate of pay and
compensation exceeding those of the position that the employee elects to retain, then the
Displaced Employee shall thereafter be treated for the purposes of this section as occupying the
position such employee elects to decline.
(iii)Early Expiration. The Displacement Allowance shall cease prior to the expiration
of the Protective Period in the event of the Displaced Employee's resignation, death, retirement,
or dismissal for justifiable cause.
27
EXHIBIT A TO RESOLUTION 2025-064
U.S. Department of Transportation Federal Railroad Administration
(b)Moving Expenses. Any Protected Employee retained in the service of a Railroad, or who
is later restored to service after being entitled to receive a Dismissal Allowance, and is required to
change the point of such employee's employment as a result of the Project, and within the employee's
Protective Period is required to move the employee's place of residence, shall be reimbursed for all
expenses of moving the employee's household and other personal effects, including travel expenses,
temporary living expenses, and any actual wage loss during the time necessary to make the move, and
for a reasonable time thereafter, not to exceed five (5) days.
(i)Prior Agreement. The exact extent of the responsibility of a Railroad under this
Section and the ways and means of transportation shall be agreed upon in advance by the
Railroad and the Protected Employee or their representatives.
(ii)Exception. Changes in residence that are not a result of a Project, which are
made after the initial change and that grow out of the normal exercise of seniority rights, are
not within the purview of this Section.
(iii)Furloughed Employees. The Railroad shall, to the same extent provided above,
assume the moving expenses outlined in Section S(b) for an employee furloughed within three
(3)years after changing such employee's point of employment as a result of a Project, who
elects to move their place of residence back to their original point of employment.
(iv)Reimbursement. A claim for reimbursement shall be paid under the provisions
of this Section within sixty (60) days after it is submitted, unless disputed by the Railroad, but no
claim shall be paid if presented to the Railroad more than ninety (90) days after the date on
which the expenses were incurred.
(c)Losses from Home Sale or Contract Termination. Any Displaced Employee who is
retained in the service of a Railroad (or who is later restored to service after being entitled to receive a
dismissal allowance), and who is required to change the point of such employee's employment during
the Protective Period as a result of a Project, is entitled to the following:
(i)Home Sale for Less Than Fair Market Value. If the Displaced Employee owns
their place of residence in the locality from which such employee is required to move, then at
the Displaced Employee's option, the Railroad shall reimburse the Displaced Employee for the
difference between the actual sale price and the fair market value of the employee's place of
residence. The Railroad shall pay such difference within sixty (60) days after the Displaced
Employee has filed a claim for such loss in accordance with Section S(c)(vi), unless a controversy
arises as to which Section S(c)(vii) applies. In each case, the fair market value of the home in
question shall be determined without consideration of the Project. The Railroad shall in each
instance be afforded an opportunity to purchase the home at such fair market value before it is
sold by the Displaced Employee to any other person.
(ii)Election to Receive Closing Costs. The Displaced Employee may elect to waive
the provisions of Section S(c)(i) and to receive, in lieu thereof, an amount equal to the closing
costs that are customarily paid for and assumed by a seller of real estate in the jurisdiction in
which the emplo yee's residence is located. Such costs shall include customary fees paid to a
licensed realtor (not to exceed six percent (6%) of the final sale price) and any prepayment
penalty required by any mortgagor or beneficiary of a deed of trust. Such costs shall not include
28
EXHIBIT A TO RESOLUTION 2025-064
�""\ U.S. Deportment of Transportation {e-7' Federal Railroad Administration
the payment of any mortgage discount points or similar interest discount fees by the Displaced
Employee.
(iii)Pending Contract to Purchase. If a Displaced Employee has entered into a
contract to purchase a place of residence, but due to a Project must cancel that contract, the
Railroad shall indemnify the Displaced Employee against any losses due to such cancellation,
and shall relieve the Displaced Employee from any further obligation under the contract.
(iv)Unexpired Lease. If the Displaced Employee holds an unexpired lease of a
dwelling as the employee's primary place of residence, and the Displaced Employee must cancel
the lease due to a Project, the Railroad shall indemnify the Displaced Employee from all costs
and liability arising from said cancellation.
(v)Exclusions. Any change in residence that is not due to or caused by a Project, or
that resulted from the normal exercise of a Protected Employee's seniority rights, shall not be
within the purview of this Section.
(vi)Notification of Claims. A Displaced Employee shall notify, in writing, the Railroad
of such employee's claim arising from this Section S(c) within one (1) year of the date the
Displaced Employee's claim accrues.
(vii)Home Value Disagreements. In the event of disagreement between a Railroad
and a Displaced Employee as to the value of a Displaced Employee's claim, either party (or their
representatives) may request, in writing, a joint conference to resolve the disagreement.
A. Real Estate Appraisers. If the parties are unable to resolve the disagreement, either
party may refer the disagreement to two licensed real estate appraisers, one of
whom shall be selected by the Displaced Employee (or such employee's
representatives), and one of whom shall be selected by the Railroad. If the two
selected real estate appraisers are unable to agree on a valuation within thirty (30)
days, the selected real estate appraisers shall designate (or agree to a method by
which to select) a third licensed real estate appraiser within ten (10) days. If unable
to agree on a selection, either party may request the National Mediation Board to
designate within twenty (20) days a third licensed real estate appraiser. A decision
by two of the three licensed real estate appraisers shall be required to determine
the value in dispute. Said decision shall be final and conclusive.
B.Payment of Expenses. The salary and expenses of the third or neutral appraiser shall
be borne equally by the parties to the proceedings. All other expenses shall be paid
by the party incurring them, including the compensation of the appraiser selected
by such party.
(d)Failure to Exercise Seniority Rights. If a Displaced Employee is able but does not
exercise such employee's seniority rights to secure another position that does not require a change in
the employee's primary place of residence, the Displaced Employee shall not be entitled to moving
expenses or protections due to the sale of a home outlined in Sections S(b)&(c).
29
EXHIBIT A TO RESOLUTION 2025-064
�"" U.S. Department of Transportation �., Federal Railroad Administration
6.Prote ctions for Dismissed Employees.
(a)Dismissal Allowance. A Dismissed Employee shall be paid a monthly dismissal allowance
from the date they are deprived of employment through the Protective Period.
(i)Monthly Dismissal Allowance Calculation. The monthly dismissal allowance shall
be equivalent to the Average Monthly Compensation received by the Dismissed Employee in the
last twelve (12) months of employment prior to the employee's dismissal.
(ii)Submission of Claim. A claim for the initial month of a dismissal allowance shall
be paid within ninety (90) days and a claim for a subsequent month shall be paid within sixty
(60)days after the claim is filed by the Dismissed Employee, unless the claim is disputed by the
Railroad pursuant to Section 8 of this Exhibit.
(iii)Reduction or Suspension of Dismissal Allowance. If a Dismissed Employee
accepts new employment (or reemployment by the dismissing Railroad) during the Protective
Period, the dismissal allowance shall be reduced such that the accepted monthly compensation
at the then-current position (including any unemployment insurance compensation received)
plus the dismissal allowance is equivalent to the Dismissed Employee's Average Monthly
Compensation. If the compensation of the Dismissed Employee's then-current employment is
greater than the dismissal allowance, the dismissal allowance shall be suspended. Such
reduction or suspension shall continue for the duration of the Protective Period, unless and until
the Dismissed Employee's then-current compensation is reduced or eliminated. Prior to
dismissal, such Dismissed Employee (or their representative) and the dismissing Railroad shall
agree upon a procedure by which such Railroad shall be informed of the earnings and benefits
of such Dismissed Employee in their new position of employment.
(iv)Early Termination. The dismissal allowance shall cease prior to the expiration of
the Protective Period in the event of the Dismissed Employee's resignation, death, retirement,
dismissal for justifiable cause under existing agreements, failure without good cause to return to
service after being notified in accordance with an applicable working agreement, or failure
without good cause to accept a comparable position that does not require a change of
residence, for which the Dismissed Employee is qualified and eligible with the Railroad from
which such employee was dismissed after being notified, if the employee's return does not
infringe upon employment rights of other employees under a working agreement.
(b)Separation Allowance. A Dismissed Employee may, at such employee's option, within
seven (7) days of dismissal or an arbitration award establishing the employee's status as a Dismissed
Employee, resign and (in lieu of all other benefits and protections provided in this Exhibit) accept a lump
sum payment computed in accordance with Section 9 of the Washington Job Protection Agreement of
May 1936, as amended.
(c)Priority of Employment or Re-Employment. Any Protected Employee whose
employment is terminated or who is furloughed as a result of a Project shall, if they so request, be
granted priority of employment or re-employment to fill a position comparable to that which they held
on the Railroad (even if in a different craft or class), so long as they are qualified, or by training or
retraining can become physically and mentally qualified, for the position. However, such priority of
30