1 Attachment 1
GENERAL TERMS AND CONDITIONS
Revision Date: November 19, 2025
2 General Terms and Conditions
Table of Contents
ATTACHMENT 1 ............................................................................................................................................. 7 ARTICLE 1: TERMS AND CONDITIONS .......................................................................................................... 7
1.1 General Terms and Conditions ..................................................................................................... 7
1.2 Project-Specific Terms and Conditions ......................................................................................... 7
1.3 Program-Spec ific Clauses .............................................................................................................. 7
1.4 Exhibits .................................................................................................................. ........................ 8 ARTICLE 2: FRA ROLE AND RESPONSIBILITIES .............................................................................................. 8
2.1 FRA Role ........................................................................................................................................ 8
2.2 FRA Professi onal Staff ................................................................................................................... 8 ARTICLE 3: RECIPIENT ROLE ......................................................................................................................... 9
3.1 Representations and Acknow ledgments on the Project .............................................................. 9
3.2 Representations on Au thority and Capacity ................................................................................. 9 The Recipient represents that: ................................................................................................................. 9
3.3 FRA Re liance ................................................................................................................................ 10
3.4 Project Delivery ........................................................................................................................... 10
3.5 Rights and Powers Affecting the Project .................................................................................... 10
3.6 Notification of Chan ges to Key Personnel .................................................................................. 11 ARTICLE 4: AWARD AMOUNT, OBLIGATION, AND TIME PERIODS ............................................................. 11
4.1 Federal Aw ard Amount ............................................................................................................... 11
4.2 Federal Ob ligations ..................................................................................................................... 11
4.3 Maximum Funding Amount .................................................................................................... .... 11
4.4 Budget Period.............................................................................................................................. 11
4.5 Period of Performance ................................................................................................................ 11 ARTICLE 5: STATEMENT OF WORK, SCHEDULE, AND BUDGET CHANGES .................................................. 11
5.1 Notification Requirement ........................................................................................................... 11
5.2 Scope and Statement of Work Changes ..................................................................................... 12
5.3 Schedule Changes ....................................................................................................................... 12
5.4 Budget Changes .......................................................................................................................... 12
5.5 Project Co st Savings .................................................................................................................... 13
5.6 FRA Acceptance of Changes ........................................................................................................ 13
3 ARTICLE 6: GENERAL REPORTING TERMS .................................................................................................. 14
6.1 Alternative Re porting Methods .................................................................................................. 14
6.2 Paperwork Reducti on Act Notice ................................................................................................ 14 ARTICLE 7: PROGRESS AND FINANCIAL REPORTING .................................................................................. 14
7.1 Quarterly Project Progress Re ports and Recertifications ........................................................... 14
7.2 Final Progress Reports a nd Financial Information ...................................................................... 15
7.3 Real Proper ty Reporting .............................................................................................................. 15 ARTICLE 8: PERFORMANCE MEASUREMENT AND REPORTING ................................................................. 15
8.1 Baseline Performa nce Measurement ......................................................................................... 15
8.2 Post-Project Perfor mance Measurement ................................................................................... 15
8.3 Project Outc omes Report ............................................................................................................ 16
8.4 General Performance Me asurement Requirements .................................................................. 16
8.5 Outcome Measurement a nd Reporting Survival ........................................................................ 16 ARTICLE 9: NONCOMPLIANCE AND REMEDIES .......................................................................................... 16
9.1 Noncompliance Determinations ................................................................................................. 16
9.2 Remedies .................................................................................................................. ................... 17
9.3 Other Oversight Entities .................................................................................................. ............ 18 ARTICLE 10: AGREEMENT SUSPENSION AND TERMINATION .................................................................... 18
10.1 Suspension of Award Activities ................................................................................................... 18
10.2 FRA Term ination ......................................................................................................................... 19
10.3 Closeout Termination.................................................................................................................. 19
10.4 Post-Terminatio n Adjustments ................................................................................................... 19
10.5 Non-Terminat ing Events ............................................................................................................. 19 ARTICLE 11: MONITORING, FINANCIAL MANAGEMENT, CONTROLS, AND RECORDS ............................... 20
11.1 Recipient Monitoring and Record Retention .............................................................................. 20
11.2 Financial Reco rds and Audits ...................................................................................................... 20
11.3 Internal Controls ......................................................................................................................... 21
11.4 FRA Record Access ...................................................................................................................... 21
11.5 Site Visits ..................................................................................................................................... 21 ARTICLE 12: CONTRACTING AND SUBAWARDING ..................................................................................... 21
12.1 Buy Am erica ................................................................................................................................ 21
12.2 Small and Disadvantage d Business Requirements ..................................................................... 22
12.3 Engineering and Design Services [Reserved] .............................................................................. 22
4 12.4 Prohibition on Certain Telecommunications a nd Video Surveillance Services or Equipment ... 22
12.5 Pass-Through Entity Responsibilities .......................................................................................... 22
12.6 Local Hiring Preference for Construction Jobs ............................................................................ 22
12.7 Procur ement ............................................................................................................................... 22 ARTICLE 13: COSTS, PAYMENTS, AND UNEXPENDED FUNDS .................................................................... 23
13.1 Limitation of Fede ral Award Amount ......................................................................................... 23
13.2 Projec t Costs ............................................................................................................................... 23
13.3 Timing of Pr oject Costs ............................................................................................................... 23
13.4 Recipient Recovery of Federal Funds .......................................................................................... 23
13.5 Unexpended Agreem ent 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 Suppo rting Expenditures ........................................................................................ 24
13.10 Reimbursement Reques t Timing Frequency ............................................................................... 24
13.11 Program Income .......................................................................................................................... 24 ARTICLE 14: PROPERTY AND EQUIPMENT ................................................................................................. 25
14.1 General Re quirements ................................................................................................................ 25
14.2 Relocation and Real Property Acquisition .................................................................................. 25
14.3 Use for Originally Authorized Purpose ........................................................................................ 25
14.4 Mainte nance ............................................................................................................................... 25
14.5 Real Property Disposition ............................................................................................................ 26
14.6 Equipment Disposition ................................................................................................................ 26
14.7 Record keeping ............................................................................................................................ 26
14.8 Encumb rance .............................................................................................................................. 26 ARTICLE 15: AMENDMENTS ....................................................................................................................... 27
15.1 Bilateral Amendments ................................................................................................................ 27
15.2 FRA Unilatera l Amendments ....................................................................................................... 27
15.3 Other Am endments .................................................................................................................... 27 ARTICLE 16: [RESERVED] ............................................................................................................................ 27 ARTICLE 17: [RESERVED] ............................................................................................................................ 27 ARTICLE 18: LABOR AND WORK ................................................................................................................. 27
18.1 Labor a nd Work ........................................................................................................................... 27
5 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 Requi rements 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 Whistleblowe r Protection ........................................................................................................... 29
20.6 External Award Te rms and Obligations ....................................................................................... 29
20.7 Incorporated Certifications ......................................................................................................... 30 ARTICLE 21: ASSIGNMENT.......................................................................................................................... 30
21.1 Assignment Prohibited ................................................................................................................ 30 ARTICLE 22: WAIVER .................................................................................................................................. 30
22.1 Waive rs ....................................................................................................................................... 30 ARTICLE 23: ADDITIONAL TERMS AND CONDITIONS ................................................................................. 31
23.1 Disclaimer of Fe deral Liability ..................................................................................................... 31
23.2 Environmen tal Review ................................................................................................................ 31
23.3 Project Maintena nce Requirement ............................................................................................. 32
23.4 Appropriations Act Requirements .............................................................................................. 32
23.5 Standards of Conduct .................................................................................................................. 32
23.6 Changed Conditions of Performance .......................................................................................... 33
23.7 Liti gation ..................................................................................................................................... 33
23.8 [Reser ved] ................................................................................................................................... 33
23.9 Equipment and Supplies ................................................................................................... .......... 33
23.10 Safety and Te chnology Data ....................................................................................................... 33
23.11 Intellectua l Property ................................................................................................................... 33
23.12 Liquidation of Re cipient Obligations ........................................................................................... 33 ARTICLE 24: CONSTRUCTION AND DEFINITIONS ....................................................................................... 34
24.1 Agr eement .................................................................................................................................. 34
24.2 Constr uction ................................................................................................................................ 34
24.3 Integr ation .................................................................................................................................. 34
24.4 Defini tions ................................................................................................................................... 34
6 24.5 Calenda r Dates ............................................................................................................................ 35
24.6 Communication in Writing .......................................................................................................... 35
24.7 Severa bility .................................................................................................................................. 35 ARTICLE 25: AGREEMENT EXECUTION AND EFFECTIVE DATE ................................................................... 35
25.1 Counter parts ............................................................................................................................... 35
25.2 Effectiv e Date .............................................................................................................................. 36 ARTICLE 26: PROGRAM-SPECIFIC CLAUSES ................................................................................................ 36
26.1 Interstate Rail Comp acts Grant Program .................................................................................... 36
26.2 Railroad Crossing Elimin ation Program Clauses ......................................................................... 38
26.3 Consolidated Rail Infrastructure and Safety Improvements Grants Clauses .............................. 40
26.4 Restoration and Enhanc ement Grants Clauses ........................................................................... 42
26.5 Federal-State Partnership for Intercity Passenger Rail and Federal-State Partnership for State of Good Repair Clauses ........................................................................................................................... 45
7 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 of Transportation (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.
8 (e) For Projects funded under the Federal-State Partnership for Intercity Passenger Rail program (49 U.S.C. § 24911) and Federal-State Partnership for State of Good Repair (as authorized in Sections 11103 and 11302 of the Passenger Rail Reform and Investment Act of 2015 (Title XI of the Fixing America’s Surface Transportation (FAST) Act, Pub. L. No. 114- 94 (2015))), the Recipient will comply with the program-specific clauses in Article 26.5.
1.4 Exhibits
Exhibits A–C are part of the Agreement between FRA and the Recipient. The Recipient will comply with Exhibits A–C.
ARTICLE 2: FRA ROLE AND RESPONSIBILITIES
2.1 FRA Role
(a) FRA is responsible for funding disbursements to the Recipient under this Agreement.
FRA will also conduct oversight and monitoring activities to assess Recipient progress against established performance goals and to assess compliance with terms and conditions, including the Statement of Work and other requirements of this Agreement. (b) If this award is made as a Cooperative Agreement, FRA will have substantial programmatic involvement. Substantial involvement means that, after award, technical, administrative, or programmatic staff will assist, guide, coordinate, or otherwise participate with the Recipient in Project activities.
(c) If this award is made as a Grant, FRA will not have substantial programmatic involvement.
2.2 FRA Professional Staff
FRA may provide professional staff to review work in progress, completed products, and to provide or facilitate access to technical assistance when it is available, feasible, and appropriate.
FRA professional staff may include the following:
(a) Financial Analyst. The Financial Analyst will serve as the Recipient’s point of contact for systems (e.g., GrantSolutions and the Delphi eInvoicing System) access and troubleshooting as well as for financial monitoring.
(b) Grant Manager. The Grant Manager will serve as the Recipient’s point of contact for grant administration and will oversee compliance with the terms and conditions in this Agreement. The Grant Manager reviews financial reports, performance reports, and works with the Project Manager to facilitate effective Project delivery. (c) Project Manager. The Project Manager will serve as the Recipient’s point of contact for the technical aspects of Project delivery. The Project Manager coordinates Project deliverable review, provides technical assistance to the Recipient, and generally assesses Project progress and performance.
9 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;
10 (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.
11 (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.
12 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.
13 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
14 accepts the request and the parties amend this Agreement under Section 15.1 of this Attachment 1.
ARTICLE 6: GENERAL REPORTING TERMS
6.1 Alternative Re porting 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 (OMB). Notwithstanding any other term of this Agreement, the due date for any information collections required under this Agreement, including the reporting requirements in Articles 7 and 8, is the later of (1) the due date stated with the requirement and (2) the 30th day after OMB approves that information collection.
ARTICLE 7: PROGRESS AND FINANCIAL REPORTING
7.1 Quarterly Project Progress Reports and Recertifications (a) On or before the 30th day of the first month of each quarter and until the end of the Period of Performance, the Recipient will submit to FRA through GrantSolutions a complete FRA Form 341 Quarterly Project Progress Report and Recertification that contains, for the previous quarter:
(1) a certification that the Recipient is in compliance with 2 CFR § 200.303 (Internal Controls) and 2 CFR part 200, Subpart F (Audit Requirements); (2) the certification required under 2 CFR § 200.415(a); and (3) a certification that the Recipient is complying with any environmental mitigation commitments and Section 106 compliance obligations.
If the date of this Agreement is in the final month of a quarter, then the Recipient will submit the first Quarterly Project Progress Report and Recertification in the quarter that begins after the date of this Agreement.
(b) On or before the 30th day of the first month of each quarter and until the end of the Period of Performance, the Recipient will submit to FRA through GrantSolutions a Federal Financial Report (SF-425) covering the previous quarter.
1 FRA Form 34 is available at https://railroads.dot.gov/grant-administration/reporting-requirements/fra-reports
15 7.2 Final Progress Reports and Financial Information No later than 120 days after the end of the Period of Performance, the Recipient will submit:
(a) a final Quarterly Project Progress Report and Recertification in the format and with the content described in Section 7.1(a) of this Attachment 1 for each Quarterly Project Progress Report and Recertification;
(b) a final SF-425 through GrantSolutions;
(c) a Final Performance Report FRA Form 33 as provided by 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 Perf ormance Measurement
For each performance measure that is listed in Article 7 of Attachment 2 of this Agreement, the Recipient will collect data and submit to FRA a Post-Project Performance Measurement Report that describes the data collected, the dates when the data were collected, the data sources, assumptions, variability, and estimated levels of precision for each performance measure, at the frequency and for the duration identified in Article 7 of Attachment 2 of this Agreement. The Recipient will also provide FRA access to the data collected in machine-readable format. If an external factor affects a performance measure, the Recipient will identify that external factor in the Post-Project Performance Measurement Report and discuss the external factor’s influence on the performance measure. In the Post-Project Performance Report, the Recipient will compare the actual project performance against the pre-project (baseline) performance and expected post-project performance as described in Table 7-A of Attachment 2 of this Agreement.
2FRA Form 33 is available at https://railroads.dot.gov/grant-administration/reporting-requirements/fra-reports
16 8.3 Project Outcomes Report
Where indicated in Article 7 of Attachment 2 of this Agreement, the Recipient will submit to FRA, not later than January 31st of the year that follows the final year during which data were collected, a Project Outcomes Report that contains:
(a) an analysis of the impacts of the Project, including a comparison of the baseline performance measurement data collected under Section 8.1 of this Attachment 1 with the post-project performance measurement data that the Recipient reported in the final Post- Project Performance Measurement Report required under Section 8.2 of this Attachment 1;
(b) for each performance measure that is identified in Article 7 of Attachment 2 of this Agreement, an analysis of the accuracy of the projected outcome; and (c) all data collected under Sections 8.1 and 8.2 of this Attachment 1; (d) additional information as directed.
8.4 General Performance Measurement Requirements
The Recipient will ensure that all data collection for each performance measure identified in Article 7 of Attachment 2 of this Agreement is completed in a manner consistent with the description, location, and other attributes associated with that performance measure.
8.5 Outcome Measurement and Reporting Survival
The data collection and reporting requirements in Article 8 of this Attachment 1 survive the termination of this Agreement. FRA may consider the Recipient’s compliance with this requirement after closeout of the grant in its evaluation of future applications for Federal financial assistance.
ARTICLE 9: NONCOMPLIANCE AND REMEDIES
9.1 Noncompliance Determinations
(a) Notice of Proposed Determination. If FRA determines that the Recipient may have failed to comply with the United States Constitution, Federal law, or the terms and conditions of this Agreement, FRA will notify the Recipient of a proposed determination of noncompliance through a written notice that:
(1) explains the noncompliance;
(2) describes a proposed remedy that is consistent with Section 9.2 of this Attachment 1;
(3) describes the process and form in which the Recipient may respond to the notice that is consistent with Section 9.1(b) of this Attachment 1; and
17 (4) if applicable, provides the Recipient an opportunity to cure the noncompliance or take corrective action.
(b) Response to Notice of Proposed Determination. The Recipient may, not later than 7 days after receiving the notice of proposed determination of noncompliance, respond to that notice in the form and through the process described in that notice. In its response, the Recipient may:
(1) accept the proposed remedy;
(2) acknowledge the noncompliance, but propose an alternative remedy; (3) acknowledge the noncompliance and agree to cure or take corrective action; or
(4) dispute the noncompliance.
To dispute the noncompliance, the Recipient must include in its response sufficient documentation or other information supporting the Recipient’s compliance. (c) Notice of Final Determination. After considering the Recipient’s response or failure to timely respond under Section 9.1(b) of this Attachment 1, FRA will make a final determination. To make a final determination, FRA must provide a written notice to the Recipient that:
(1) states what the final determination is (e.g., noncompliance or compliance); (2) states the basis for the final determination; and
(3) describes the remedy that FRA is imposing, if applicable, or if FRA is not imposing a remedy, describes the resolution to the proposed determination of noncompliance, including whether the Recipient has cured or corrected the noncompliance.
(d) If FRA determines the noncompliance is one that cannot be addressed while work on the Project is ongoing, in the notice of proposed determination or in the notice of final determination, FRA will direct the Recipient to stop work. The Recipient will stop work and will direct any Subrecipients or contractors to stop work immediately upon receipt of a notice to stop work from FRA.
(e) FRA may consider the public interest in making a determination of noncompliance and imposing a remedy.
9.2 Remedies
(a) If FRA makes a final determination of noncompliance under Section 9.1(c) of this Attachment 1, FRA may impose a remedy, including:
(1) additional conditions on the award;
(2) requiring the Recipient to prepare and implement a corrective action plan;
18 (3) directing the Recipient to stop work;
(4) any remedy permitted under 2 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.
19 (c) The duration of the temporary suspension of activities under the Agreement should be commensurate with the corrective action needed, but should not exceed 120 days at the outset. If the Recipient is not making sufficient progress in correcting the noncompliance, FRA must consider both financial and programmatic requirements in determining the appropriate extension to avoid the need for termination.
10.2 FRA Termination
(a) FRA may terminate this Agreement and all its obligations under this Agreement if any of the following occurs:
(1) the Recipient fails to obtain or contribute the required Non-Federal Funds, or alternatives approved by FRA, as provided in this agreement and consistent with Article 6 of Attachment 2 of this Agreement;
(2) the Recipient fails to meet a milestone by six months after the completion date listed in Article 5 of Attachment 2 of this Agreement and the Recipient fails to request an amendment to this Agreement pursuant to Section 5.3 of this Attachment 1;
(3) the Recipient fails to comply with the terms and conditions of this Agreement; (4) there are changes to the Project that FRA determines are inconsistent with FRA’s basis for selecting the Project to receive the award; or (5) FRA determines that termination of this Agreement is in the public interest. (b) The Recipient may request that FRA terminate the Agreement, which may result in FRA determining noncompliance and imposing remedies pursuant to Article 9 of this Attachment 1.
10.3 Closeout Termination
(a) This Agreement terminates on Project Closeout.
(b) In this Agreement, “Project Closeout” means the date that FRA notifies the Recipient that the award is closed out. Under 2 CFR § 200.344, Project Closeout should occur no later than one year after the end of the Period of Performance.
10.4 Post-Termination Adjustments
The Recipient acknowledges that under 2 CFR §§ 200.345–200.346, termination of this Agreement does not extinguish FRA’s authority to disallow costs, including costs that FRA reimbursed before termination, and recover funds from the Recipient.
10.5 Non-Terminating Events
(a) The end of the budget period described under Section 4.4 of this Attachment 1 does not terminate this Agreement or the Recipient’s obligations under this Agreement.
20 (b) The end of the Period of Performance described under Section 4.5 of this Attachment 1 does not terminate this Agreement or the Recipient’s obligations under this Agreement.
ARTICLE 11: MONITORING, FINANCIAL MANAGEMENT, CONTROLS, AND RECORDS
11.1 Recipient Monitoring and Record Retention
(a) The Recipient will monitor activities under this award, including activities under subawards and contracts, to ensure:
(1) that those activities comply with this agreement; and (2) that funds provided under this award are not expended on costs that are not allowable under this award or not allocable to this award. (b) If the Recipient makes a subaward under this award, the Recipient will monitor the activities of the Subrecipient in compliance with 2 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 recordkeeping requirements set forth in 2 CFR §§ 200.334–200.338. Project Closeo ut 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 a nd 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).
21 (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 §§ 200.501(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 OMB, USDOT, and FRA. The Recipient acknowledges that this Agreement is neither a waiver of § 70914(a) nor a finding under § 70914(b).
(b) For all other projects, the Recipient’s acquisition of steel, iron, and manufactured goods with funding provided through this Agreement is subject to the requirements set forth in the Buy American Act, 41 U.S.C. §§ 8301-8305. The Recipient also represents that it has never been convicted of violating the Buy American Act nor will it make funding received under this Agreement available to any person or entity who has been convicted of violating the Buy American Act.
(c) Under this Section, “infrastructure project” has the definition provided in 2 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.
22 12.2 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 an d 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 §
23 200.317. An entity that is not a State or Indian Tribe, or Subrecipient of a State or Indian Tribe, will comply with 2 CFR §§ 200.318–200.327, and applicable supplementary USDOT or FRA directives and regulations. The Recipient will provide technical specifications and requirements to FRA for review upon request.
ARTICLE 13: COSTS, PAYMENTS, AND UNEXPENDED FUNDS
13.1 Limitation of Federal Award Amount
Under this award, FRA will not provide funding in an amount greater than the Agreement Federal Funds. The Recipient acknowledges that FRA is not liable for payments exceeding that amount, and the Recipient will not request reimbursement of costs exceeding that amount.
13.2 Project Costs
This award is subject to the cost principles at 2 CFR part 200, subpart E, including provisions on determining allocable costs and determining allowable costs.
13.3 Timing of Project Costs
(a) The Recipient will not charge to this award costs that are incurred after the budget period.
(b) The Recipient will not charge to this award costs that were incurred before the date of this Agreement unless those costs are identified as approved pre-award costs in Section
6.6 of Attachment 2 of this Agreement and would have been allowable if incurred during the budget period. This limitation applies to pre-award costs under 2 CFR § 200.458. This agreement hereby terminates and supersedes any previous FRA approval for the Recipient to incur costs under this award for the Project. Section 6.6 of Attachment 2 of this Agreement is the exclusive FRA approval of costs incurred before the date of this Agreement.
(c) The Recipient may request approval of pre-award costs in a written request that demonstrates the purpose and amount of the costs, compliance with 2 CFR § 200.458, and whether such costs would otherwise serve as Non-Federal Funds.
13.4 Recipient Recovery of Federal Funds
The Recipient will make all reasonable efforts, including initiating litigation, if necessary, to recover Federal funds if FRA determines, after consultation with the Recipient, that those funds have been spent fraudulently, wastefully, or in violation of Federal laws, or misused in any manner. The Recipient will not enter a settlement or other final position, in court or otherwise, involving the recovery of funds under the award unless approved in advance in writing by FRA.
13.5 Unexpended Agreement Federal Funds
Any Agreement Federal Funds that are obligated but not expended on allocable, allowable costs remain the property of the United States.
24 13.6 Interest Earned
Interest earned on advances of Agreement Federal Funds is not program income.
13.7 Timing of Paymen ts to the Recipient
(a) Reimbursement is the payment method, unless otherwise approved by FRA. (b) The Recipient will not request reimbursement of a cost before the Recipient has entered into an obligation for that cost.
13.8 Payment Method
(a) The Recipient will use the DELPHI e-Invoicing System (https://www.dot.gov/cfo/delphi-einvoicing-system.html) to request reimbursement under this award. FRA will provide access to that system upon request by the Recipient. (b) FRA may deny a payment request that is not submitted using the method identified in this Section.
13.9 Information Supporting Expenditures
(a) When requesting reimbursement of costs incurred or credit for cost share incurred, the Recipient will electronically submit the SF 270 (Request for Advance or Reimbursement) and will submit supporting cost detail to document clearly all costs incurred. As supporting cost detail, the Recipient will include a detailed breakout of all costs incurred and classify all costs by task and by Agreement Federal Funds and Agreement Non-Federal Funds.
(b) Unless FRA and the Recipient agree otherwise in writing, the Recipient will ensure that the proportion of expenditure of Agreement Federal Funds to Agreement Non-Federal Funds is not more than the maximum percent of total Project cost FRA will contribute identified in Section 6.5 of Attachment 2 of this Agreement. The Recipient will ensure the proportional expenditure of funds is reflected in the detailed breakout of costs supporting the SF 270.
(c) If the Recipient submits a request for reimbursement that FRA determines does not include or is not supported by sufficient detail, FRA may deny the request or withhold processing the request until the Recipient provides sufficient detail.
13.10 Reimbursement Request Timing Frequency
The Recipient will request reimbursement as needed to maintain cash flow sufficient to timely complete the Project. The Recipient will not submit any single payment request exceeding $99,999,999.99. The Recipient will not submit a payment request exceeding $50,000,000.00 unless the Recipient notifies FRA six days before submitting the request.
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
25 § 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 B and will pay or reimburse property owners for necessary expenses as specified in that subpart; (b) provide a relocation assistance program offering the services described in 49 CFR part 24, subpart C and provide reasonable relocation payments and assistance to displaced persons as required in 49 CFR part 24, subparts D–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 Federal Transit Administration (FTA).
14.3 Use for Originally Authorized Purpose
The Recipient will ensure that property and equipment funded under this Agreement is used for the originally authorized purpose. If necessary to satisfy this obligation, the Recipient will enter into appropriate arrangements with the entity or entities using, or with the owner of right-of- way used by, the property and/or equipment funded under this Agreement.
14.4 Maintenance
The Recipient will ensure that any property, improvements to property, and any equipment funded under this Agreement are maintained in good working order and in accordance with FRA regulations, guidelines, and directives.
26 14.5 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.
27 ARTICLE 15: AMENDMENTS
15.1 Bilateral Amendments
The parties may amend, modify, or supplement this Agreement by mutual agreement in writing signed by FRA and the Recipient. Either party may request to amend, modify, or supplement this Agreement by written notice to the other party.
15.2 FRA Unilateral Amendments
(a) FRA may unilaterally amend this Agreement for the following reasons:
(1) to comply with Federal law;
(2) at closeout or in anticipation of closeout; and
(3) other non-substantive changes, such as to correct typographical errors, as deemed appropriate by FRA.
(b) To unilaterally amend this Agreement under Section 15.3 of this Attachment 1, FRA will provide a written notice to the Recipient that includes the amendment and the date that the amendment is effective.
(c) Except at closeout or in anticipation of closeout, FRA may not unilaterally amend the Statement of Work, this Agreement’s monetary amount, the delivery schedule, the Period of Performance, or other terms or conditions of this Agreement.
15.3 Other Amendments
The parties will not amend, modify, or supplement this Agreement except as permitted under Sections 15.1, 15.2, or 15.3 of this Attachment 1. If an amendment, modification, or supplement is not permitted under Section 15.1, 15.2, or 15.3 of this Attachment 1, it is void.
ARTICLE 16: [RESERVED]
ARTICLE 17: [RESERVED]
ARTICLE 18: LABOR AND WORK
18.1 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.
28 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 Requi rements 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, those protecting free speech, religious liberty, public welfare, the environment, and prohibiting discrimination.
29 (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.
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:
30 (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 Matters.
(b) 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—Effectuation 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.
ARTICLE 22: WAIVER
22.1 Waivers
(a) A waiver of a term of this Agreement authorized by law and granted by FRA will not be effective unless it is in writing and signed by an authorized representative of FRA. (b) A waiver of a term of this Agreement granted by FRA on one occasion will not operate as a waiver on other occasions.
31 (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: ADDITIONAL TERMS AND CONDITIONS
23.1 Disclaimer of Federal Liability
FRA will not be responsible or liable for any damage to property or any injury to persons that may arise from, or be incident to, performance or compliance with this Agreement.
23.2 Environmental Review
(a) Except as authorized by law or under 23 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 § 771.105(a), to the maximum extent practicable and consistent with Federal law, the Recipient will coordinate all environmental investigations, reviews, and consultations as a single process.
(f) The activities described in Article 4 of Attachment 2 of this Agreement and other information described in this Agreement may inform environmental decision-making processes, but the parties do not intend this Agreement to document the alternatives under consideration under those processes. If a build alternative is selected that does not align with Article 4 of Attachment 2 of this Agreement or other information in this Agreement, then FRA will either:
(1) amend this Agreement under Section 15.1 of this Attachment 1 for consistency with the selected build alternative; or
32 (2) if FRA determines that the condition at Section 10.1(a)(5) of this Attachment 1 is satisfied, terminate this Agreement under Section 10.1(a)(5) of this Attachment 1; or
(3) take other action as deemed appropriate by FRA.
(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 Subrecipients or their agents. (b) Personal Conflict of Interest. The Recipient's code or standards must provide that no employee, officer, board member, or agent of the Recipient may participate in the selection, award, or administration of a contract supported by the Federal contribution if a real or apparent conflict of interest would be involved. Such a conflict of interest would arise when the employee, officer, or agent, any member of his or her immediate family, his or her partner, or an organization which employs or is about to employ any of the parties indicated herein, has a financial or other interest in or a tangible personal benefit from a firm considered for a contract.
33 (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.
34 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.
35 “Contingent Commitment” means the unobligated amounts of future available budget authority specified in law that FRA commits to obligate under the terms of this Agreement. “Federal Share” means the sum of Agreement Federal Funds and Other Federal Funds. If there are no Other Federal Funds, the Federal Share is the same as the Agreement Federal Funds. “General Terms and Conditions” means this Attachment 1. “Other Federal Funds” means Federal funds that are part of the Approved Project Budget in Section 6.5 of Attachment 2 of this Agreement for the Project but are not obligated under this Agreement.
“Project” means the project proposed in the Application, as modified by the negotiated provisions of this Agreement, including Attachment 2 of this Agreement. “Project Closeout” means the date that FRA notifies the Recipient that the award is closed out.
Under 2 CFR § 200.344, Project Closeout should occur no later than one year after the end of the Period of Performance.
“Project Cost Savings” means the difference between the actual costs to complete the Project and the estimated total Project cost listed in Section 6.5 of Attachment 2 of this Agreement, if after the Recipient completes the tasks identified in Article 4 of Attachment 2 of this Agreement to FRA’s satisfaction, the actual Project costs are less than the estimated total Project costs. “Rural Area” means any area that is not within an area designated as an urbanized area by the Bureau of the Census.
24.5 Calendar Dates
Unless otherwise specified, all dates and durations are in calendar days, calendar quarters, or calendar years, as appropriate.
24.6 Communication in Writing
Unless otherwise specified, all written communication may be provided by electronic mail.
24.7 Severability
If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the validity, legality, or enforceability of the remaining provisions of this Agreement is not affected or impaired by such finding. A provision held to be unenforceable as applied to any party or circumstance remains applicable to other parties and circumstances.
ARTICLE 25: AGREEMENT EXECUTION AND EFFECTIVE DATE
25.1 Counterparts
This agreement may be executed in counterparts, which constitute one document. The parties intend each countersigned original to have identical legal effect.
36 25.2 Effective Date
The agreement will become effective when all parties have signed it. The date of this Agreement will be the date this Agreement is signed by the last party to sign it.
ARTICLE 26: PROGRAM-SPECIFIC CLAUSES
26.1 Interstate Rail Compacts Grant Program
The Recipient agrees to comply with the clauses in Section 26.1 of this Attachment 1.
Consistent with 49 U.S.C. § 22905(e), clauses (b) through (g) of Section 26.1 of this Attachment 1 do not apply to: 1) commuter rail passenger transportation (as defined in 49 U.S.C. § 24102(3)) operations of a State or local government authority (as those terms are defined in 49 U.S.C. § 5302) or its contractor performing services in connection with commuter rail passenger operations; 2) the Alaska Railroad or its contractors; or 3) Amtrak’s access rights to railroad right of way and facilities under current law.
(a) Non-Federal Match. The Recipient will provide a Non-Federal match of not less than 50 percent of the eligible expenses under the grant.
(b) Buy America. In lieu of Section 12.1 of this Attachment 1, the Recipient will comply with the following clauses, as applicable:
(1) for infrastructure projects, steel, iron, and manufactured products used in the Project are subject to 49 U.S.C. § 22905(a), as implemented by FRA. The Recipient acknowledges that this agreement is neither a waiver of 49 U.S.C. § 22905(a)(1) nor a finding under 49 U.S.C. § 22905(a)(2). For infrastructure projects, construction materials used in the Project are subject to the domestic preference requirement at § 70914 of the Build America, Buy America Act, Pub. L. No. 117-58, div. G, tit. IX, subtit. A, 135 Stat. 429, 1298 (2021) and 2 CFR part 184, as implemented by OMB, USDOT and FRA. The Recipient acknowledges that this agreement is neither a waiver of § 70914(a) nor a finding under § 70914(b). (2) for non-infrastructure projects, steel, iron, and manufactured products used in the Project are subject to 49 U.S.C. § 22905(a), as implemented by FRA. The Recipient acknowledges that this agreement is neither a waiver of 49 U.S.C. § 22905(a)(1) nor a finding under 49 U.S.C. § 22905(a)(2). (3) under 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.
37 (c) Operators Deemed Rail Carriers. The Recipient recognizes and agrees that 49 U.S.C. § 22905(b) provides that persons conducting rail operations over rail infrastructure constructed or improved in whole or in part with funds provided under chapter 229 of Title 49, United States Code, will be considered a “rail carrier” as defined by 49 U.S.C. § 10102(5), for purposes of Title 49, United States Code, and any other statute that adopts that definition or in which that definition applies, including: the Railroad Retirement Act of 1974 (45 U.S.C. § 231 et seq.); the Railway Labor Act (45 U.S.C. § 151 et seq.); and the Railroad Unemployment Insurance Act (45 U.S.C. § 351 et seq.). The Recipient agrees to reflect this provision in its agreements (if any) with any entity operating rail services over such rail infrastructure.
(d) Railroad Agreements. In accordance with 49 U.S.C. § 22905(c)(1), if the Project funded by this Agreement uses rights-of-way owned by a railroad, then Recipient represents that it has entered into a written agreement with that railroad owner, which includes:
compensation for such use; assurances regarding the adequacy of infrastructure capacity to accommodate both existing and future freight and passenger operations; an assurance by the railroad that collective bargaining agreements with railroad’s employees (including terms regulating the contracting of work) will remain in full force and effect according to their terms for work performed by the railroad on the railroad transportation corridor; and an assurance that Recipient complies with liability requirements consistent with 49 U.S.C. § 28103.
By signing this Agreement, Recipient certifies that the written agreement referenced in this Section 26.1(d) has been executed or is not required.
Additional guidance on compliance with the Railroad Agreements provisions is available on FRA’s website at: https://railroads.dot.gov/elibrary/frequently-asked-questions-about- rail-improvement-grant-conditions-under-49-usc-ss-22905c1. (e) Labor Protective Arrangements. In accordance with 49 U.S.C. § 22905(c)(2)(B), if the Project funded by this Agreement uses rights-of-way owned by a railroad, then the Recipient will ensure compliance with the protective arrangements that are equivalent to 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.
38 (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 OMB, USDOT and FRA. The Recipient acknowledges that this Agreement is neither a waiver of § 70914(a) nor a finding under § 70914(b). (2) for non-infrastructure projects, steel, iron, and manufactured products used in the Project are subject to 49 U.S.C. § 22905(a), as implemented by FRA. The Recipient acknowledges that this Agreement is neither a waiver of 49 U.S.C. § 22905(a)(1) nor a finding under 49 U.S.C. § 22905(a)(2).
39 (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)(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 26.2(d) has been executed or is not required.
Additional guidance on compliance with the Railroad Agreements provisions is available on FRA’s website at: https://railroads.dot.gov/elibrary/frequently-asked-questions-about- rail-improvement-grant-conditions-under-49-usc-ss-22905c1. (e) Impacted Rail Carrier or Real Property Owner Approvals. In accordance with 49 U.S.C. § 22909(e)(2)(A), prior to proceeding with the construction of the Project funded by this Agreement, if applicable, Recipient will obtain necessary approvals to commence construction from any impacted rail carriers or real property owners. If the Project is a planning project, as described in 49 U.S.C. § 22909(d)(6), the Recipient agrees to work collaboratively with rail carriers and right-of-way owners. (f) Labor Protective Arrangements
40 (1) Notwithstanding 49 U.S.C. § 22905(e)(1), and in accordance with 49 U.S.C. § 22909(j)(3), any employee covered by the Railway Labor Act (45 U.S.C. § 151 et seq.) and the Railroad Retirement Act of 1974 (45 U.S.C. § 231 et seq.) who is adversely affected by actions taken in connection with the project financed in whole or in part by such grant shall be covered by employee protective arrangements required to be established under 49 U.S.C. § 22905(c)(2)(B). In accordance with 49 U.S.C. § 22905(c)(2)(B), the Recipient will ensure compliance with the protective arrangements that are equivalent to those established under Section 504 of the Railroad Revitalization and Regulatory Reform Act of 1976, 49 U.S.C. § 22404, as such protective arrangements are described in the final FRA guidance titled Equivalent Protections for Railroad Employees and effective December 28, 2022, included herein in Exhibit B.
(2) In accordance with 49 U.S.C. § 22909(j)(3), Recipient, and any successors, assigns, and contractors of Recipient:
i. shall be bound by the employee protective arrangements required under subparagraph (1); and
ii. shall be responsible for the implementation of such arrangements and for the obligations under such arrangements, but may arrange for another entity to take initial responsibility for compliance with the conditions of such arrangement.
(3) Labor protections required pursuant to Subsection (f) of Section 26.2 of this Attachment 1 shall be documented consistent with Article 18 of this Attachment
1. (g) Davis-Bacon and Related Acts Provisions. In accordance with 49 U.S.C. § 22905(c)(2)(A), if the Project funded by this Agreement uses rights-of-way owned by a railroad, the Recipient will ensure compliance with the standards of 49 U.S.C. § 24312 with respect to the Project in the same manner that Amtrak is required to comply with those standards for construction work financed under an agreement made under 49 U.S.C.§ 24308(a). For these purposes, wages in collective bargaining agreements negotiated under the Railway Labor Act are deemed to comply with Davis-Bacon Act requirements.
(h) Replacement of Existing Intercity Passenger Rail Service. If an intercity passenger rail transportation provider replaces Amtrak intercity passenger rail service through a Project funded by this Agreement, then such provider must comply with the provisions of 49 U.S.C. § 22905(d).
26.3 Consolidated Rail Infrastructure and Safety Improvements Grants Clauses The Recipient agrees to comply with the clauses in Section 26.3 of this Attachment 1.
Consistent with 49 U.S.C. § 22905(e), clauses (b) and (c) through (g) of Section 26.3 of this Attachment 1 do not apply to: 1) commuter rail passenger transportation (as defined in 49
41 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 OMB, USDOT and FRA. The Recipient acknowledges that this Agreement is neither a waiver of § 70914(a) nor a finding under § 70914(b). (2) for non-infrastructure projects, steel, iron, and manufactured products used in the Project are subject to 49 U.S.C. § 22905(a), as implemented by FRA. The Recipient acknowledges that this Agreement is neither a waiver of 49 U.S.C. § 22905(a)(1) nor a finding under 49 U.S.C. § 22905(a)(2). (3) under this Section, “infrastructure project” has the definition provided in 2 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)(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:
42 compensation for such use; assurances regarding the adequacy of infrastructure capacity to accommodate both existing and future freight and passenger operations; an assurance by the railroad that collective bargaining agreements with railroad’s employees (including terms regulating the contracting of work) will remain in full force and effect according to their terms for work performed by the railroad on the railroad transportation corridor; and an assurance that Recipient complies with liability requirements consistent with 49 U.S.C. § 28103.
By signing this Agreement, Recipient certifies that the written agreement referenced in this Section 26.3(d) has been executed or is not required.
Additional guidance on compliance with the Railroad Agreements provisions is available on FRA’s website at: https://railroads.dot.gov/elibrary/frequently-asked-questions-about- rail-improvement-grant-conditions-under-49-usc-ss-22905c1. (e) Labor Protective Arrangements. In accordance with 49 U.S.C. § 22905(c)(2)(B), if the Project funded by this Agreement uses rights-of-way owned by a railroad, then the Recipient will ensure compliance with the protective arrangements that are equivalent to those established under Section 504 of the Railroad Revitalization and Regulatory Reform Act of 1976, 49 U.S.C. § 22404. Such protective arrangements are included herein as Exhibit B.5.
(f) Davis-Bacon and Related Acts Provisions. In accordance with 49 U.S.C. § 22905(c)(2)(A), if the Project funded by this Agreement uses rights-of-way owned by a railroad, the Recipient will ensure compliance with the standards of 49 U.S.C. § 24312 with respect to the Project in the same manner that Amtrak is required to comply with those standards for construction work financed under an agreement made under 49 U.S.C.§ 24308(a). For these purposes, wages in collective bargaining agreements negotiated under the Railway Labor Act are deemed to comply with Davis-Bacon Act requirements.
(g) Replacement of Existing Intercity Passenger Rail Service. If an intercity passenger rail transportation provider replaces Amtrak intercity passenger rail service through a Project funded by this Agreement, then such provider must comply with the provisions of 49 U.S.C. § 22905(d).
26.4 Restoration and Enhancement Grants Clauses
The Recipient agrees to comply with the clauses in Section 26.4 of this Attachment 1.
Consistent with 49 U.S.C. § 22905(e), clauses (b) and (c) through (g) of Section 26.4 do not apply to: 1) commuter rail passenger transportation (as defined in 49 U.S.C. § 24102(3)) operations of a State or local government authority (as those terms are defined in 49 U.S.C. § 5302) or its contractor performing services in connection with commuter rail passenger operations; 2) the Alaska Railroad or its contractors; or 3) Amtrak’s access rights to railroad right-of -way and facilities under current law.
43 (a) Maximum Funding Limitation. A grant authorized by 49 U.S.C. § 22908 may not exceed:
(1) 90 percent of the projected net operating costs for the first year of service; (2) 80 percent of the projected net operating costs for the second year of service; (3) 70 percent of the projected net operating costs for the third year of service; (4) 60 percent of the projected net operating costs for the fourth year of service; (5) 50 percent of the projected net operating costs for the fifth year of service; and
(6) 30 percent of the projected net operating costs for the sixth year of service. (b) Buy America. In lieu of Section 12.1 of this Agreement 1:
(1) for infrastructure projects, steel, iron, and manufactured products used in the Project are subject to 49 U.S.C. § 22905(a), as implemented by FRA. The Recipient acknowledges that this Agreement is neither a waiver of 49 U.S.C. § 22905(a)(1) nor a finding under 49 U.S.C. § 22905(a)(2). For infrastructure projects, construction materials used in the Project are subject to the domestic preference requirement at § 70914 of the Build America, Buy America Act, Pub. L. No. 117-58, div. G, tit. IX, subtit. A, 135 Stat. 429, 1298 (2021) and 2 CFR part 184, as implemented by OMB, USDOT, and FRA. The Recipient acknowledges that this Agreement is neither a waiver of § 70914(a) nor a finding under § 70914(b). (2) for non-infrastructure projects, steel, iron, and manufactured products used in the Project are subject to 49 U.S.C. § 22905(a), as implemented by FRA. The Recipient acknowledges that this Agreement is neither a waiver of 49 U.S.C. § 22905(a)(1) nor a finding under 49 U.S.C. § 22905(a)(2). (3) under 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. § 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
44 Railroad Unemployment Insurance Act (45 U.S.C. § 351 et seq.). The Recipient agrees to reflect this provision in its agreements (if any) with any entity operating rail services over such rail infrastructure.
(d) Railroad Agreements. In accordance with 49 U.S.C. § 22905(c)(1), if the Project funded by this Agreement uses rights-of-way owned by a railroad, then Recipient represents that it has entered into a written agreement with that railroad owner, which includes:
compensation for such use; assurances regarding the adequacy of infrastructure capacity to accommodate both existing and future freight and passenger operations; an assurance by the railroad that collective bargaining agreements with railroad’s employees (including terms regulating the contracting of work) will remain in full force and effect according to their terms for work performed by the railroad on the railroad transportation corridor; and an assurance that Recipient complies with liability requirements consistent with 49 U.S.C. § 28103.
By signing this Agreement, Recipient certifies that the written agreement referenced in this Section 26.4(d) has been executed or is not required.
Additional guidance on compliance with the Railroad Agreements provisions is available on FRA’s website at: https://railroads.dot.gov/elibrary/frequently-asked-questions-about- rail-improvement-grant-conditions-under-49-usc-ss-22905c1. (e) Labor Protective Arrangements. In accordance with 49 U.S.C. § 22905(c)(2)(B), if the Project funded by this Agreement uses rights-of-way owned by a railroad, then the Recipient will ensure compliance with the protective arrangements that are equivalent to those established under Section 504 of the Railroad Revitalization and Regulatory Reform Act of 1976, 49 U.S.C. § 22404. Such protective arrangements are included herein as Exhibit B.5.
(f) Davis-Bacon and Related Acts Provisions. In accordance with 49 U.S.C. § 22905(c)(2)(A), if the Project funded by this Agreement uses rights-of-way owned by a railroad, the Recipient will ensure compliance with the standards of 49 U.S.C. § 24312 with respect to the Project in the same manner that Amtrak is required to comply with those standards for construction work financed under an agreement made under 49 U.S.C.§ 24308(a). For these purposes, wages in collective bargaining agreements negotiated under the Railway Labor Act are deemed to comply with Davis-Bacon Act requirements.
(g) Replacement of Existing Intercity Passenger Rail Service. If an intercity passenger rail transportation provider replaces Amtrak intercity passenger rail service through a Project funded by this Agreement, then such provider must comply with the provisions of 49 U.S.C. § 22905(d).
(h) Route Reporting. The Recipient will provide similar information regarding the route performance, financial, and ridership projections, and capital and business plans that Amtrak is required to provide, and such other data and information as is required by Article 4 of Attachment 2 of this Agreement.
45 (i) Termination. In addition to the terms of this Attachment 1, FRA may terminate this Agreement upon the cessation of service, or the violation of any other term of this Agreement.
26.5 Federal-State Partnership for Intercity Passenger Rail and Federal-State Partnership for State of Good Repair Clauses
The Recipient agrees to comply with the clauses in Section 26.5 of this Attachment 1.
Consistent with 49 U.S.C. § 22905(e), clauses (b) through (g) of Section 26.5 of this Attachment 1 do not apply to: 1) commuter rail passenger transportation (as defined in 49 U.S.C. § 24102(3)) operations of a State or local government authority (as those terms are defined in 49 U.S.C. § 5302) or its contractor performing services in connection with commuter rail passenger operations; 2) the Alaska Railroad or its contractors; or 3) Amtrak’s access rights to railroad right of way and facilities under current law.
(a) Federal Share. The Federal Share of total Project costs shall not exceed 80 percent. (b) Buy America. In lieu of Section 12.1 of this Attachment 1:
(1) for infrastructure projects, steel, iron, and manufactured products used in the Project are subject to 49 U.S.C. § 22905(a), as implemented by FRA. The Recipient acknowledges that this Agreement is neither a waiver of 49 U.S.C. § 22905(a)(1) nor a finding under 49 U.S.C. § 22905(a)(2). For infrastructure projects, construction materials used in the Project are subject to the domestic preference requirement at § 70914 of the Build America, Buy America Act, Pub. L. No. 117-58, div. G, tit. IX, subtit. A, 135 Stat. 429, 1298 (2021) and 2 CFR part 184, as implemented by OMB, USDOT and FRA. The Recipient acknowledges that this Agreement is neither a waiver of § 70914(a) nor a finding under § 70914(b). (2) for non-infrastructure projects, steel, iron, and manufactured products used in the Project are subject to 49 U.S.C. § 22905(a), as implemented by FRA. The Recipient acknowledges that this Agreement is neither a waiver of 49 U.S.C. § 22905(a)(1) nor a finding under 49 U.S.C. § 22905(a)(2). (3) under this Section, “infrastructure project” has the definition provided in 2 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. §
46 10102(5), for purposes of Title 49, United States Code, and any other statute that adopts that definition or in which that definition applies, including: the Railroad Retirement Act of 1974 (45 U.S.C. § 231 et seq.); the Railway Labor Act (45 U.S.C. § 151 et seq.); and the Railroad Unemployment Insurance Act (45 U.S.C. § 351 et seq.). The Recipient agrees to reflect this provision in its agreements (if any) with any entity operating rail services over such rail infrastructure.
(d) Railroad Agreements. In accordance with 49 U.S.C. § 22905(c)(1), if the Project funded by this Agreement uses rights-of-way owned by a railroad, then Recipient represents that it has entered into a written agreement with that railroad owner, which includes:
compensation for such use; assurances regarding the adequacy of infrastructure capacity to accommodate both existing and future freight and passenger operations; an assurance by the railroad that collective bargaining agreements with railroad’s employees (including terms regulating the contracting of work) will remain in full force and effect according to their terms for work performed by the railroad on the railroad transportation corridor; and an assurance that Recipient complies with liability requirements consistent with 49 U.S.C. § 28103.
By signing this Agreement, Recipient certifies that the written agreement referenced in this Section 26.5(d) has been executed or is not required.
Additional guidance on compliance with the Railroad Agreements provisions is available on FRA’s website at: https://railroads.dot.gov/elibrary/frequently-asked-questions-about- rail-improvement-grant-conditions-under-49-usc-ss-22905c1. (e) Labor Protective Arrangements. In accordance with 49 U.S.C. § 22905(c)(2)(B), if the Project funded by this Agreement uses rights-of-way owned by a railroad, then the Recipient will ensure compliance with the protective arrangements that are equivalent to those established under Section 504 of the Railroad Revitalization and Regulatory Reform Act of 1976, 49 U.S.C. § 22404. Such protective arrangements are included herein as Exhibit B.5.
(f) Davis-Bacon and Related Acts Provisions. In accordance with 49 U.S.C. § 22905(c)(2)(A), if the Project funded by this Agreement uses rights-of-way owned by a railroad, the Recipient will ensure compliance with the standards of 49 U.S.C. § 24312 with respect to the Project in the same manner that Amtrak is required to comply with those standards for construction work financed under an agreement made under 49 U.S.C.§ 24308(a). For these purposes, wages in collective bargaining agreements negotiated under the Railway Labor Act are deemed to comply with Davis-Bacon Act requirements.
(g) Replacement of Existing Intercity Passenger Rail Service. If an intercity passenger rail transportation provider replaces Amtrak intercity passenger rail service through a Project funded by this Agreement, then such provider must comply with the provisions of 49 U.S.C. § 22905(d).
47 (h) Northeast Corridor Cost Allocation. For projects located on the Northeast Corridor, as that term is defined in 49 U.S.C. § 24911(a)(4), Amtrak and the public authorities providing commuter rail passenger transportation at the Project location on the Northeast Corridor must remain in compliance with 49 U.S.C. § 24905(c)(2). (i) Interest and Financing Costs. Pursuant to 49 U.S.C. § 24911(g)(2), interest and other financing costs of efficiently carrying out a part of the Project within a reasonable time are a cost of carrying out the Project under a Phased Funding Agreement, except that eligible costs may not be more than the cost of the most favorable financing terms reasonably available for the Project at the time of borrowing. The Recipient will certify to FRA’s satisfaction that the Recipient has shown reasonable diligence in seeking the most favorable financing terms.
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